MIDDLESEX WATER COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDED AS OF FEBRUARY 25, 1999

The Company established the Plan to provide designated senior executives additional retirement income to supplement the ERISA qualified retirement plan and Social Security. The Plan, by design, is intended to provide enough additional income for the executive retiring at Normal Retirement Age to bring total retirement income up to seventy-five (75%) percent of the participant's compensation during his last year of employment, exclusive of bonuses and director's fees.

For purposes of the Plan, the following words and phrases shall have the following meanings unless a different meaning is plainly required by the context. Wherever used, the masculine pronoun shall include the feminine pronoun and the feminine pronoun shall include the masculine pronoun and the singular shall include the plural and the plural shall include the singular.

3.1 "Actuarial Equivalent" shall mean a benefit of equivalent value when computed on the basis of actuarial tables approved by the Committee.

3.2 "Beneficiary" shall mean the person or persons designated to receive any benefits under the Plan in the event of a Participant's death.

3.3 "Board of Directors" shall mean the Board of Directors of Middlesex Water Company.

3.4 "Change in Control" shall be deemed to have occurred if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board of Directors elected in a 12-month period or less are so elected without the approval of a majority of the Board of Directors as constituted at the beginning of such period; or liquidation or dissolution of the Company.

3.5 "Committee" shall mean the Executive Development and Compensation Committee of the Board of Directors or others appointed by that Committee or the Board of Directorsto administer the Plan.

3.6 (a) "Compensation" shall mean the greater of a Participant's Earnings for (i) the final full calendar year of employment or (ii) such Participant's highest consecutive five (5) year average of Earnings during the ten (10) year period prior to the year of such Participant's termination.

(b) "Earnings" shall mean the aggregate salary paid by the Company to a Participant during a calendar year, exclusive of bonuses; awards under the Company's 1989 Restricted Stock Plan; employee benefits; automobile allowance; and any fees paid to such Participant as remuneration for serving as a Director of the Company.

3.7 "Company or Employer" shall mean Middlesex Water Company, its successors and assigns.

3.8 "Company Pension Plan Annual Benefit"--(a) "Actual Company Pension Plan Annual Benefit" shall mean the actual annual benefit payable to a Participant at the Participant's Normal Retirement Date under the Middlesex Water Company Pension Plan, as amended from time to time, without regard to vesting and assuming the normal form of benefit, namely, a life only annuity, (b) "Projected Company Pension Plan Annual Benefit" shall mean the projected annual benefit that would be payable to a Participant under the Middlesex Water Company Pension Plan, as amended from time to time, without regard to vesting and assuming the normal form of benefit, namely, a life only annuity, such benefit calculated as if such Participant continued employment until Participant's Normal Retirement Date at the same rate of earnings as in Participant's last full calendar year of employment.

3.9 "Early Retirement Date" shall mean the first day of any month coincident with or following the later of the date on which a Participant attains age sixty-two (62) or has completed ten (10) years of service (that is, Early Retirement under this Plan requires a minimum age of sixty-two (62) and at least ten (10) years of service).

3.10 "Normal Retirement Date" shall mean the later of the date on which a Participant attains age sixty-five (65) or has completed ten (10) years of service (that is, Normal Retirement under this Plan requires a minimum age of sixty five (65) and at least ten (10) years of service).

3.11 "Other Employer Retirement Benefits" shall mean any benefits to which a Participant is entitled under any plans, qualified and non-qualified, funded by any previous employer of Participant.

3.12 "Participant" shall mean any person who has been designated by the Board of Directors to participate in the Plan in accordance with the provisions herein set forth.

3.13 "Plan" shall mean the "Middlesex Water Company Supplemental Executive Retirement Plan."

3.14 "Plan Year" shall mean the twelve (12) month period beginning each January 1, and ending on each December 31.

3.15 "Primary Social Security Benefit" shall mean the annual primary insurance amount to which a Participant is entitled under the Federal Old-Age and Survivors Insurance System (Social Security) at Participant's Normal Retirement Date; provided, however, that if, after the commencement of benefits, the Primary Social Security Benefit to which the Participant is entitled is reduced from the amount used to calculate Participant's benefits, that is, either (a) the amount in effect at Participant's Normal Retirement Date, or (b) the amount calculated to be in effect at Participant's Normal Retirement Date, as the case may be, then in that case, the Primary Social Security Benefit shall be the reduced amount and the amount of Participant's benefit under the Plan shall be recalculated from the time of the reduction forward using the reduced Primary Social Security Benefit. If a Participant terminates employment prior to Participant's Normal Retirement Date, such Participant's Earnings for the last Plan year in which he was employed shall be used for determining the Primary Social Security Benefit to which the Participant would be entitled for the purposes of this Plan. (Such determination shall be made immediately prior to the commencement of SUCH PARTICIPANT'S BENEFITS.)

3.16 SERVICE

(a) "Month of Service" shall mean a calendar month during any part of which a person was employed or was deemed employed by the Company.

(b) "Year of Service" shall mean twelve (12) Months of Service.

4.1 ASSIGNMENT OF ADMINISTRATIVE AUTHORITY

The Board of Directors shall appoint a Committee to administer the Plan. The Committee may consist of directors, officers, employees, or any other individuals, who, upon acceptance of such appointment, shall serve at the pleasure of the Board of Directors. Any member may resign by delivering his written resignation to the Board of Directors and to the Committee. Vacancies in the Committee arising from resignation, death, or removal shall be filled by the Board of Directors.

4.2 ORGANIZATION AND OPERATION OF THE COMMITTEE

(a) The Committee shall have full power and authority to interpret and construe the Plan and determine all questions of the status and rights of the Participants hereunder, and its interpretation, construction or determination, as the case may be, shall be final and conclusive on both the Company and the Participants and their respective successors, assigns, personal representatives and Beneficiaries.

(b) The Committee shall act by a majority of its members unless unanimous consent is required by the Plan or by unanimous approval of its members if there are two or fewer members in office at the time. In the event of a Committee deadlock, the Committee shall determine the method for resolving such deadlock. If there are two or more Committee members, no member shall act upon any question pertaining solely to himself, and the other member or members shall make any determination required by the Plan in respect thereof.

(c) The Committee may authorize any one or more of its members or an officer of the Company to execute documents on behalf of the Committee.

(d) The Committee may, by unanimous consent, delegate specific authority and responsibilities to one or more of its members. The member or members so designated shall be solely liable, jointly and severally, for their acts or omissions with respect to such delegated authority and responsibilities. Members not so designated shall be relieved from liability for any act or omission resulting from such delegation.

4.3 AUTHORITY AND RESPONSIBILITY

The Committee shall have full authority and responsibility for administration of the Plan. Such authority and responsibility shall include, but shall not be limited to the following:

(a) Appointment of qualified accountants, consultants, administrators, counsel or investment manager, or other persons it deems necessary or advisable, who, except for investment managers, shall serve the Committee as advisors only and shall not exercise any discretionary authority, responsibility or control with respect to the management or administration of the Plan.

Any action of the Committee on the basis of advice, opinion, reports, etc. furnished by such qualified accountants consultants, administrators, and counsel shall be the sole responsibility of the Committee.

Members of the Committee shall not be precluded from serving the Committee in any other capacity, provided any compensation paid for such services is reasonable.

(b) Determination of all benefits, and resolution of all questions arising from the administration, interpretation and application of the Plan, which authority shall be broadly construed.

(c) With the approval of the Board of Directors, waiver in whole or in part of any reduction in benefits including reduction due to early retirement, deferred retirement or termination.

(d) Adoption of forms and regulations for the administration of the Plan.

(e) Remedy of all inequity resulting from incorrect information received or communicated, or of administrative error.

(f) Settlement or compromise of any claims or debt arising from the operation of the Plan and the commencement of any legal actions or administrative proceedings.

4.4 RECORDS AND REPORTS

The Committee shall keep a record of its proceedings and acts and shall keep books of account, records and other data necessary for the proper administration of the Plan.

4.5 REQUIRED INFORMATION

The Company, Participants or Beneficiaries entitled to benefits shall furnish forms and any information or evidence as requested by the Committee for the proper administration of the Plan. Failure on the part of any Participant or Beneficiary to comply with such request within a reasonable period of time shall be sufficient grounds for delay in the payment of benefits until the information or evidence requested is received.

4.6 PAYMENT OF EXPENSES OF PLAN

The expenses of the Committee in connection with the administration of the Plan shall be the responsibility of the Company.

4.7 INDEMNIFICATION

The Company shall indemnify and hold the members of the Committee, and any officer of the Company acting under the Plan, harmless against liability incurred in the administration of the Plan, except for the gross negligence or willful misconduct of any member.

The following persons, and such other persons as may be designated from time to time by the Board of Directors upon such terms and conditions as the Board of Directors shall agree upon, shall be eligible to participate in the Plan:

Ernest C. Gere

J. Richard Tompkins

Walter J. Brady

Carolina M. Schneider

Marion F. Reynolds

Dennis G. Sullivan

Richard A. Russo

A. Bruce O'Connor

Ronald F. Williams

6.1 NORMAL RETIREMENT

A Participant who retires on his Normal Retirement Date, shall be entitled to an annual retirement benefit equal to seventy-five (75%) percent of his Compensation, reduced by his Primary Social Security Benefit and further reduced by his Actual Company Pension Plan Annual Benefit and any Other Employer Retirement Benefits

6.2 EARLY RETIREMENT

A Participant who retires on or after his Early Retirement Date but prior to his Normal Retirement Date shall be entitled to receive an annual retirement benefit equal to seventy-five (75%) percent of his Compensation, multiplied by a fraction, the numerator of which shall be the Months of Service completed by the Participant at his Early Retirement Date and the denominator of which shall be the Months of Service the Participant would have completed had he retired at hhis Normal Retirement Date, reduced by his Primary Social Security Benefit and his Projected Company Pension Plan Annual Benefit, and any Other Employer Retirement Benefits and, unless waived by the Committee with the approval of the Board, further reduced by one-half of one (0.5%) percent for each calendar month between the commencement of benefits hereunder and the Participant's Normal Retirement Date.

6.3 DEFERRED RETIREMENT

A Participant may remain in the employ of the Employer after his Normal Retirement Date for such period or periods as shall be approved by the Employer. Upon actual retirement, such Participant shall be entitled to an annual retirement benefit equal to seventy-five (75%) percent of his Compensation determined as of his Normal Retirement Date, unless a later date is otherwise provided by the Committee with the approval of the Board, reduced by his Primary Social Security Benefit, and further reduced by his Projected Company Pension Plan Annual Benefit and any Other Employer Retirement Benefits.

6.4 TERMINATION

If a Participant (a) shall have attained age of at least fifty-five (55) years; (b) shall have completed at least ten (10) years of service; and (c) shall terminate his employment with the Employer prior to his Normal Retirement Date, Early Retirement Date, or death, then such Participant shall be entitled to an annual retirement benefit, to commence on his Normal Retirement Date. This Annual Retirement Benefit shall be equal to seventy-five (75%) percent of his Compensation, multiplied by a fraction, the numerator of which shall be the Months of Service completed by the Participant at termination and the denominator of which shall be the Months of Service the Participant would have completed had he retired at his Normal Retirement Date, reduced by his Primary Social Security Benefit and his Projected Company Pension Plan Annual Benefit, and any Other Employer Retirement Benefits.

6.5 UPON OTHER TERMINATION OF EMPLOYMENT

(a) The provisions of Subsection 6.5(b) below shall apply if a Participant leaves the Company's employ in the event of a Change in Control, under any of the following circumstances, wherein, as a direct or indirect result of a Change in Control, and within five (5) years thereof: (a) Participant's employment with Company is terminated by Company; (b) the nature and scope of Participant's duties or activities with the Company or its successor are reduced to a level significantly below that which Participant had enjoyed immediately prior to the Change in Control; or (c) Participant's base salary is reduced; or (d) if the Change in Control is preceded by the Company terminating Participant's employment with the Company without cause during the six-month period prior to the occurrence of the Change in Control.

(b) If a Participant leaves the Company's employ as described in
Section 6.5(a) above, the Participant shall be entitled to receive an annual retirement benefit equal to seventy-five (75%) percent of his Compensation, reduced by his Primary Social Security Benefit and his Projected Company Pension Plan Benefit, and any Other Employer Retirement Benefits, except that for the purposes of this Subsection 6.5(b) the calculation of "Compensation" shall mean the greatest of the Participant's Earnings for (i) the Participant's final full calendar year of employment, or (ii) such Participant's highest consecutive five
(5) year average of Earnings during the ten (10) year period prior to the year of such Participant's termination, or (iii) a calculation of Participant's Earnings for the year prior to the year Participant reaches the age of sixty-five (65) assuming that Participant's salary increased each year after Participant's termination by the Consumer Price Index plus one (1) percentage point.

c) Notwithstanding the provisions of Subsection 7.1 (pursuant to which, in the event of termination as described in Subsection 6.5(a), the Participant's benefit would be paid at a later date), and instead of receiving a benefit in the amount described in Subsection 6.5(b) immediately above, if a Participant leaves the Company's employ as described in Subsection 6.5(a), the Participant, at Participant's sole option, may elect to receive a benefit in an amount equal to seventy-five percent (75%) of his Compensation, multiplied by a fraction, the numerator of which shall be the Months of Service completed by the Participant at his termination date and the denominator of which shall be the Months of Service the Participant would have completed had he retired at his Normal Retirement Date; reduced by his Primary Social Security Benefit and his Projected Company Pension Plan Annual Benefit and any Other Employer Retirement Benefits. Such benefit shall commence within sixty (60) days after the Participant terminates his employ with the Employer.

6.6 OTHER EMPLOYER RETIREMENT BENEFITS

As indicated in Subsections 6.1, 6.2, 6.3, 6.4 and 6.5, the benefits set forth in this Section 6 are reduced by any Other Employer Retirement Benefits. These include agreements, if any, entered into in connection with the Participant's hire. Any such agreement shall be attached to this Plan document as an Exhibit.

6.7 NORMAL FORM OF PAYMENT

Unless a Participant elects and the Committee approves an alternative form of payment as provided under Subsection 7.4, he shall receive his annual retirement benefit each year for fifteen (15) years payable in monthly installments. In the event a Participant dies after commencement of his retirement benefit payments in the normal form of payment, then the balance of payments shall be paid to his designated Beneficiary.

6.8 For purposes of this Section 6, if a termination of a Participant is the result of such Participant's fraud embezzlement or proven dishonesty of the type or level punishable by termination, then such Participant shall not be entitled to any benefits hereunder. If after commencement of benefits to a Participant the Company determines that such Participant had committed an act or acts of the type or level punishable by termination including fraud embezzlement, or proven dishonesty, while in the employ of the Company, then such Participant's benefits shall be terminated.

7.1 NORMAL RETIREMENT; DEFERRED RETIREMENT; TERMINATION

Except as provided in Subsection 7.2, and, except as provided in Subsection 6.5(c) concerning a Change in Control termination, a Participant's annual retirement benefit shall commence within sixty (60) days after the later of (a) the Participant's Normal Retirement Date or (b) the Participant's retirement or termination of employment with the Employer.

7.2 EARLY RETIREMENT

When a Participant Retires at or after his Early Retirement Date and before his Normal Retirement Date, his annual retirement benefits shall commence within sixty (60) days after the Participant terminates his employ with the Employer.

7.3 METHOD OF PAYMENT

Unless a Participant elects an alternative form of payment under Subsection 7.4, he shall receive his annual retirement benefit in the normal form of payment, as provided under Subsection 6.7.

7.4 Alternative Form of Payment

With the approval of the Committee, a Participant may elect to receive his retirement benefit, as determined under Section 6, in any one of the following alternative forms of payment;

(a) Single life annuity in equal monthly installments of the Actuarial Equivalent of the Participant's retirement benefit payable to the Participant until his death.

(b) A joint and fifty (50%) percent survivor annuity which shall be the Actuarial Equivalent of the Participant's retirement benefit. Under the joint and fifty (50%) percent survivor annuity, a reduced retirement benefit shall be paid to the Participant for his lifetime, and the Participant's spouse, if surviving at the Participant's death, shall be entitled to receive thereafter a lifetime survivorship benefit in a monthly amount equal to fifty (50%) percent of the monthly amount which had been paid to the Participant.

(c) A joint and one-hundred (100%) percent survivor annuity which shall be the Actuarial Equivalent of the Participant's retirement benefit. Under the joint and one-hundred (100%) percent survivor annuity, a reduced retirement benefit shall be paid to the Participant for his lifetime, and the Participant's spouse, if surviving at the Participant's death, shall be entitled to receive thereafter a lifetime survivorship benefit in a monthly amount equal to one-hundred (100%) percent of the monthly amount which had been paid to the Participant.

(d) A single life annuity with a ten (10) year certain period which shall be the Actuarial Equivalent of the Participant's retirement benefit.

(e) A single life annuity with a fifteen (15) year certain period which shall be the Actuarial Equivalent of the Participant's retirement benefit.

7.5 EACH PARTICIPANT SHALL HAVE THE RIGHT OF ELECT, REVOKE OR CHANGE ANY ELECTION UNDER SUBSECTION 7.4 AT ANY TIME UP TO AND INCLUDING THE SIXTIETH (60TH) day prior to the commencement of his benefits.

8.1 Upon the death of a Participant prior to the commencement of any retirement benefit payments to him and prior to his termination of employment, Participant's Designated Beneficiary shall be entitled to receive the following:

(a) A lump sum payment equal to three times such Participant's annualized Earnings at date of death, reduced by the proceeds from any life insurance contracts on the life of the Participant the premiums on which are paid by the Employer pursuant to a Company group life insurance plan. (For example, if the beneficiary of a Participant is entitled to receive a payment equal to one and one-half times the Participant's Earnings from the proceeds of a life insurance policy, the premiums of which are paid by the Company, the beneficiary would also receive a payment equal to one and one-half times the Participant's Earnings under this Plan.); and

(b) A lump sum payment equal to the present value of the retirement benefit to which the Participant would have been entitled under Subsection 6.4, determined as if he had terminated his employment on the date of his death assuming Participant had also satisfied the conditions of having attained the age of fifty-five (55) and having completed at least ten (10) years of service. For purposes of this Subsection 8.1(b) only, if the Participant is married at the time of his death, the Primary Social Security Benefit shall be defined as the annual benefit payable to the widow or widower of the Participant from Social Security. For purposes of this Subsection 8.1(b) only, the Projected Company Pension Plan Annual Benefit shall be defined as the annual pre-retirement death benefit payable to a surviving spouse at the earliest pension commencement date permissible under the Middlesex Water Company Pension Plan.

For purposes of this Subsection 8.1(b) only, if the Participant is unmarried at the time of his death, the Primary Social Security Benefit and Actual Company Pension Plan Annual Benefit shall be determined as if the Participant were married to a spouse of the same age as the Participant.

In determining the present value of this portion of a Participant's death benefit the following interest rate shall be used:

The prime lending rate, as of the January 1 preceding the date of the Participant's death, of the Company's primary lending institution. The present value of this portion of the Participant's death benefit shall be determined assuming that the annual retirement benefit payable under this Subsection 8.1(b) would be payable immediately upon the Participant's death.

8.2 Upon the death of a Participant subsequent to the commencement of any retirement benefit payments to him, the only payments to which a Participant or Beneficiary shall be entitled shall be those benefit payments (if any) being made in accordance with the method of payment then in effect under Section 7.

8.3 Upon the death of a Participant subsequent to retirement or termination, including retirement or termination pursuant to Subsections 6.2, 6.3, 6.4 and 6.5, and prior to the commencement of any retirement benefit payments to him payable under the applicable Subsection, the Participant's Designated Beneficiary shall be entitled to a lump sum payment equal to the present value of the retirement benefit to which the Participant would have been entitled under the applicable Subsection. For purposes of this Section 8.3 only, if the Participant is married at the time of his death, the Primary Social Security Benefit shall be defined as the annual benefit payable to the widow or widower of the Participant from Social Security and the Projected Company Pension Plan Annual Benefit shall be defined as the annual pre-retirement death benefit payable to a surviving spouse at the earliest pension commencement date permissible under the Middlesex Water Company Pension Plan.

For purposes of this Section 8.3 only, if the Participant is unmarried at the time of his death, the Primary Social Security Benefit and Actual Company Pension Plan Annual Benefit shall be determined as if the Participant were married to a spouse of the same age as the Participant.
In determining the present value of this portion of a Participant's death benefit the following interest rate shall be used:
The prime lending rate, as of the January 1 preceding the date of the Participant's death, of the Company's primary lending institution. The present value of this portion of the Participant's death benefit shall be determined assuming that the annual retirement benefit payable under this Section 8.3 would be payable immediately upon the Participant's death. By way of clarification, a Participant who terminates employment pursuant to Section 6.4 shall not be entitled to the death benefits described in Section 8.1(a), generally describing a lump sum payment equal to three times annualized earnings, reduced by certain life insurance proceeds.

8.4 Each Participant may designate a Beneficiary and/or successor Beneficiary to receive the benefits payable in the event of his death. Such designations may be changed from time to time by the Participant. All such designations and changes shall be made on an appropriate form and shall be filed with the Committee. In the event the Participant fails to exercise his right to designate a Beneficiary or if no designated Beneficiary shall survive the Participant, then such benefits shall be paid to Participant's estate.

9.1 COMPANY CONTRIBUTIONS

(a) Although it is the intention of the Company to maintain adequate reserves for the satisfaction of its obligations under the Plan, nothing contained herein shall create an obligation on the part of the Company to set aside or earmark any monies or other assets specifically for this purpose. It is intended that these benefits be in the form of an unfunded obligation of the Company.

(b) Should the Company elect to set aside or earmark any monies or other assets specifically for the purpose of satisfying its obligation under the Plan, all such assets shall remain the assets of the Company, shall remain subject to the claims of the general creditors of the Company, and shall not be segregated from the general assets of the Company. Should the Company elect to purchase life insurance or annuity contracts as a means of satisfying its obligations under this Plan, in whole or in part, it reserves the absolute right in its sole discretion to terminate any such contracts, as well as any other funding program, at any time, in whole or in part. At no time shall a Participant, any designated Beneficiary or the Participant's estate have any right, title or interest in or to any specific fund or assets of the Company including but not limited to any life insurance or annuity contracts which the Company may, at any time, have purchased. As to any claim for benefits under this Plan, the Participant, any designated Beneficiary and/or the Participant's estate, shall be a creditor of the Company in the same manner as any other creditor having a general claim for unpaid compensation.

(c) Nothing herein shall prevent the Company from establishing a trust or other structure to fund the obligation that may arise under the Plan.

(d) Upon the occurrence of a Change in Control as defined in Section 3.4, the Company will fund a trust substantially in the form attached hereto as Exhibit D to fully provide for the Company's obligations to participants under this Plan.

10.1 AMENDMENT

Subject to Subsection 10.3, the Company may amend or modify the Plan in whole or in part, either retroactively or prospectively, at any time.

10.2 TERMINATION

Subject to Subsection 10.3, the Company may terminate the Plan at any time.

10.3 (a) In the event of any amendment, modification or termination of the Plan there shall be no reduction in the amount of benefits then being paid to any Participant.

(b) In the event of any amendment, modification or termination of the Plan, each Participant still employed shall be entitled to those benefits to which he would have been entitled under Section 6 had he then terminated his employment.

11.1 LIMITATION OF RIGHTS

Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the purchase of any policy, nor the payment of any benefits shall be construed as giving any Participant, Beneficiary, or any other person whatsoever, any legal or equitable right against the Company or the Committee unless such right shall be specifically provided for in the Plan or conferred by affirmative action of the Committee or the Company in accordance with the terms and provisions of the Plan; or as giving any Participant or any other employee of the Company the right to be retained in the service of the Company, and all Participants and other employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

11.2 CONSTRUCTION OF AGREEMENT

The Plan shall be construed according to the laws of the State of New Jersey, and all provisions hereof shall be administered according to, and its validity shall be determined under, the laws of such State except where pre-empted by Federal Law.

11.3 TITLE TO ASSETS

No Participant, Beneficiary or any other person shall have any legal or equitable right or interest in the funds set aside by the Company, or otherwise received or held under the Plan, except as expressly provided in the Plan, and no Participant, Beneficiary or any other person shall be deemed to possess a right to any assets except as herein provided.

11.4 SEVERABILITY

Should any provision of the Plan or any regulations adopted thereunder be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions or regulations unless such invalidity shall render impossible or impractical the functioning of the Plan and, in such case, the appropriate parties shall immediately adopt a new provision or regulation to take the place of the one held illegal or invalid.

11.5 TITLES AND HEADINGS

The titles and headings of the Sections in this instrument are for convenience of reference only and, in the event of any conflict, the text rather than such titles or headings shall control.

11.6 NON-ALIENATION OF BENEFITS

No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such action shall be void for all purposes of the Plan. No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements, or torts of any person, nor shall it be subject to attachments or other legal process for or against any person, except to such extent as may be required by law.

SECTION 12
EFFECTIVE DATE

This plan became effective on January 1, 1984.

Additional Reduction - Marion Reynolds

Additional Reduction - Richard A. Russo

(a) Subject to the conditions contained in Section 6 of this Plan, Richard
A. Russo shall be entitled under Subsections 6.1, 6.3, 6.4 and 6.5 of the Plan to an annual benefit as calculated under the respective Subsection. The reduction for his Other Employer Retirement Benefits shall be 50% of his deferred vested lifetime benefit under the pension plan of the City of Trenton, his former employer, to be paid as a single life annuity in equal monthly installments.
(b) Subject to the conditions contained in Section 6 of the Plan, Richard
A. Russo shall be entitled under Subsection 6.2 of the Plan to an annual benefit as calculated under the said Subsection 6.2. The reduction for his Other Employer Retirement Benefits shall be 50% of his deferred vested lifetime benefit under the pension plan of the City of Trenton, his former employer, to be paid as a single life annuity in equal monthly installments. This reduction shall be applied before multiplying the annual benefit by the fraction contained in Subsection 6.2 of the Plan.

Additional Reduction - Ronald F. Williams

(a) Subject to the conditions contained in Section 6 of this Plan, Ronald F. Williams shall be entitled under Subsections 6.1, 6.3, 6.4 and 6.5 of the Plan to an annual benefit as calculated under the respective Subsection. The reduction for his Other Employer Retirement Benefits shall be 50% of his deferred vested lifetime benefit under the pension plan of Consumers New Jersey Water Company, his former employer, deemed to be paid as a single life annuity in equal monthly installments.
(b) Subject to the conditions contained in Section 6 of the Plan, Ronald F. Williams shall be entitled under Subsection 6.2 of the Plan to an annual benefit as calculated under the said Subsection 6.2. The reduction for his Other Employer Retirement Benefits shall be 50% of his deferred vested lifetime benefit under the pension plan of the Consumers New Jersey Water Company, his former employer, deemed to be paid as a single life annuity in equal monthly installments. This reduction shall be applied before multiplying the annual

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7, 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and J. Richard Tompkins, residing at 23 Hidden Pine Drive, Colts Neck, New Jersey 07722.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written ----------- consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to --------------------- this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and YOUR  DEPENDENTS
          WERE PARTICIPATING  PRIOR TO THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 and 4.3.5 above, shall be
          made  no  later  than  the  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                       By:/s/ Dennis G. Sullivan
                                           -------------------------------------
                                              Dennis G. Sullivan
                                              Vice President and General Counsel

ATTEST:

/s/ Marion F. Reynolds
----------------------
Marion F. Reynolds
Vice President
Secretary and Treasurer
                                                 /s/ J. Richard Tompkins
                                                 -------------------------------
                                                     J. Richard Tompkins

Exhibit 10.15(b)

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7, 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and Walter J. Brady, residing at 49 Howell Drive, Verona, New Jersey 07044.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective. Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and your  dependents
          were participating  prior to THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 AND 4.3.5 ABOVE, SHALL BE
          MADE  NO  LATER  THAN  THE  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                         By: /s/ J. Richard Tompkins
                                             -----------------------------------
                                             J. Richard Tompkins
                                             Chairman of the Board and President

ATTEST:

/s/ Marion F. Reynolds
----------------------
Marion F. Reynolds
Vice President
Secretary and Treasurer

                                                     /s/ Walter J. Brady
                                                     ---------------------------
                                                            Walter J. Brady

Exhibit 10.15(c)

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7, 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and A. Bruce O'Connor, residing at 32 Buckingham Way, Freehold, New Jersey 07728.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and your  dependents
          were participating  prior to THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 AND 4.3.5 ABOVE, SHALL BE
          MADE  NO  LATER  THAN  THE  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                         By: /s/ J. Richard Tompkins
                                             -----------------------------------
                                             Chairman of the Board and President


ATTEST:


/s/ Marion F. Reynolds
----------------------
Marion F. Reynolds
Vice President
Secretary and Treasurer

                                                     /s/ A. Bruce O'Connor
                                                     ---------------------------
                                                             A. Bruce O'Connor

EXHIBIT 10.15(d)

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and A. Marion F. Reynolds, residing at 10 Quicksilver Court, Lakewood, New Jersey 08701.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and your  dependents
          were participating  prior to THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 AND 4.3.5 ABOVE, SHALL BE
          MADE  NO  LATER  THAN  THE  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                     By:/s/ J. Richard Tompkins
                                        -----------------------------------
                                             J. Richard Tompkins
                                             Chairman of the Board and President

ATTEST:

/s/ Dennis G. Sullivan
----------------------
Dennis G. Sullivan
Vice President and General Counsel

                                     /s/ Marion F. Reynolds
                                     ------------------------------
                                           Marion F. Reynolds

Exhibit 10.15(e)

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and Richard A. Russo, residing at 7 Anne Marie Lane, Titusville, New Jersey 08560.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good ReaIson, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and your  dependents
          were participating  prior to THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 AND 4.3.5 ABOVE, SHALL BE
          MADE  NO  LATER  THAN  THE  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                     By:/s/ J. Richard Tompkins
                                        ----------------------------------------
                                             J. Richard Tompkins
                                             Chairman of the Board and President
ATTEST:


/s/ Marion F. Reynolds
----------------------
Marion F. Reynolds
Vice President
Secretary and Treasurer

                                    /s/ Richard A. Russo
                                    ---------------------------------
                                            Richard A. Russo

Exhibit 10.15(f)

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and Dennis G. Sullivan, residing at 2 Winchester Drive, Freehold, New Jersey 07728.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and your  dependents
          were participating  prior to THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 AND 4.3.5 ABOVE, SHALL BE
          MADE  NO  LATER  THAN  THE  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                    By:/s/ J. Richard Tompkins
                                        -----------------------------------
                                             J. Richard Tompkins
                                             Chairman of the Board and President

ATTEST:

/s/ Marion F. Reynolds
----------------------
Marion F. Reynolds
Vice President
Secretary and Treasurer

                                     /s/ Dennis G. Sullivan
                                     ------------------------------
                                           Dennis G. Sullivan

Exhibit 10.15(g)

CHANGE IN CONTROL TERMINATION AGREEMENT

This Change in Control Termination Agreement (the "Agreement") is entered into on April 7 1999, between Middlesex Water Company, a New Jersey corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, (the "Company"), and Ronald F. Williams, residing at 11 Peacock Court, Trenton, New Jersey 08691.

RECITALS

A. The Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to the assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In Control of the Company.

C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated or "constructively terminated" as defined herein in connection with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described below. This Agreement is meant to supersede any other specific written agreements that may have been entered into between yourself and the Company concerning termination of employment.

Therefore, in consideration of your continued employment and the parties' agreement to be bound by the terms contained in this Agreement, the parties agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of April 8, 1999 and shall continue in effect through December 31, 2001. However, commencing on December 31, 2001, and each December 31 afterwards, the term of this Agreement shall automatically be extended for 1 additional year unless, no later than the preceding November 1, the Company shall have given notice that it does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change In Control of the Company shall be proposed to occur or have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of three years beyond the month in which the Change In Control occurs. Notwithstanding the foregoing, and provided no Change of Control shall have occurred, this Agreement shall automatically terminate on the earlier to occur of (i) your termination of employment with the Company, or (ii) the Company's furnishing you with notice of termination, irrespective of the effective date of the termination.

2. CHANGE IN CONTROL. No benefits shall be payable under this Agreement unless there shall have been a Change In Control of the Company, as set forth below. For purposes of this Agreement, a "Change In Control" of the Company shall be deemed to occur if any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise; or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 above constituting a Change In Control of the Company shall have occurred, you shall be entitled to the benefits provided in subsection 4.3 below on the subsequent termination or "Constructive Termination" of your employment during the term of this Agreement, unless the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

3.1 DISABILITY; RETIREMENT. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

3.2 CAUSE. Termination by the Company of your employment for "Cause" shall mean termination on:

3.2.1     the  willful  and  continued  failure  by  you  to
          substantially perform your duties with the Company
          as such  employment  was performed by you prior to
          the Change of Control (other than any such failure
          resulting from your  incapacity due to physical or
          mental  illness or any such actual or  anticipated
          failure  after the  issuance by you of a Notice of
          Termination   for  Good   Reason  as   defined  in
          Subsections  3.4 and  3.3,  respectively)  after a
          written  demand  for  substantial  performance  is
          delivered  to  you  by  the  Board,  which  demand
          specifically  identifies  the  manner in which the
          Board  believes  that you  have not  substantially
          performed your duties; or

3.2.2     the  willful  act  by  you  in  conduct   that  is
          demonstrably  and  materially   injurious  to  the
          Company,  and which  the  Board  deems to cause or
          will  cause  substantial  economic  damage  to the
          Company or injury to the  business  reputation  of
          the Company, monetarily or otherwise. For purposes
          of this Subsection,  no act, or failure to act, on
          your part shall be deemed  "willful"  unless done,
          or  omitted  to be done,  by you not in good faith
          and without a  reasonable  belief that your action
          or  omission  was  in  the  best  interest  of the
          Company.  Notwithstanding the foregoing, you shall
          not be deemed to have  been  terminated  for Cause
          unless and until there  shall have been  delivered
          to you a copy of a resolution  duly adopted by the
          affirmative  vote of not less than  three-quarters
          of the entire membership of the Board at a meeting
          of the  Board  called  and held  for such  purpose
          (after reasonable notice to you and an opportunity
          for you,  together with your counsel,  to be heard
          before the Board),  finding that in the good faith
          opinion  of the Board you were  guilty of  conduct
          set forth  above in clauses  3.2.1 or 3.2.2 of the
          first  sentence of this  Subsection and specifying
          the particulars in detail.

3.3 GOOD REASON. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence in connection with a Change In Control of the Company of any of the following circumstances unless, in the case of paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3.5 and 3.4, respectively, given in respect of them. If you have Good Reason for your termination you shall be considered to have been "Constructively Terminated" by the Company:

3.3.1     the  assignment to you of any duties  inconsistent
          with your  status  and  position  (i) prior to the
          Change In Control  where  such  change is a direct
          result of any pending  Change in Control;  or (ii)
          as such  status  exists  immediately  prior to the
          Change  In  Control  of the  Company,  or  (iii) a
          substantial  adverse  alteration  in the nature or
          status  of your  responsibilities  from  those  in
          effect  immediately prior to the Change In Control
          of the Company whichever is applicable;

3.3.2     a  reduction  by the  Company in your  annual base
          salary  as in  effect  on this date or as the same
          may be increased from time to time irrespective of
          future    Company    policies     including    any
          across-the-board   salary   reductions   similarly
          affecting all key employees of the Company;

3.3.3     your  relocation,   without  your  consent,  to  a
          location not within twenty five (25) miles of your
          present   office  or  job  location,   except  for
          required  travel on the  Company's  business to an
          extent substantially  consistent with your present
          business travel obligations;

3.3.4     the failure by the Company,  without your consent,
          to  pay  to  you  any   part   of   your   current
          compensation,  or to  pay to you  any  part  of an
          installment  of  deferred  compensation  under any
          deferred  compensation  program  of  the  Company,
          within   fourteen   (14)  days  of  the  date  the
          compensation is due;

3.3.5     the  failure by the  Company to continue in effect
          any  bonus to  which  you  were  entitled,  or any
          compensation  plan in which  you  participate  (i)
          prior to the Change in Control  where such  change
          is a  direct  result  of  any  pending  Change  In
          Control;  or (ii) immediately  prior to the Change
          In Control of the Company that is material to your
          total  compensation,  including but not limited to
          the Company's  Restricted Stock Plan, 401(k) Plan,
          and Benefit Plans, or any substitute plans adopted
          prior to the  Change In  Control  of the  Company,
          unless an  equitable  arrangement  (embodied in an
          ongoing  substitute or alternative  plan) has been
          made with  respect to the plan,  or the failure by
          the Company to continue your  participation  in it
          (or in such  substitute or alternative  plan) on a
          basis not materially less favorable, both in terms
          of the amount of benefits  provided  and the level
          of   your   participation    relative   to   other
          participants, as existed at the time of the Change
          In Control;

3.3.6     the  failure by the Company to continue to provide
          you with (i)  benefits  substantially  similar  to
          those  enjoyed  by you under any of the  Company's
          life insurance,  medical,  health and accident, or
          disability  plans in which you were  participating
          at  the  time  of the  Change  In  Control  of the
          Company  was in effect  for the  employees  of the
          Company  generally  at the time of the  Change  In
          Control,  (ii) the  failure to continue to provide
          you with a Company automobile or allowance in lieu
          of it at the time of the  Change In Control of the
          Company,  (iii) the  taking  of any  action by the
          Company   that  would   directly   or   indirectly
          materially  reduce any of such benefits or deprive
          you of any material  fringe benefit enjoyed by you
          at  the  time  of the  Change  In  Control  of the
          Company,  or (iv) the  failure  by the  Company to
          provide you with the number of paid  vacation days
          to which you are entitled on the basis of years of
          service  with the Company in  accordance  with the
          Company's  normal vacation policy in effect at the
          time of the Change In Control of the Company;

3.3.7     the   failure   of  the   Company   to   obtain  a
          satisfactory   agreement  from  any  successor  to
          assume and agree to  perform  this  Agreement,  as
          contemplated in Section 5 of this Agreement; or

3.3.8     any purported  termination of your employment that
          is  not   effected   pursuant   to  a  Notice   of
          Termination   satisfying   the   requirements   of

Subsection 3.4 below (and, if applicable, the requirements of Subsection 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.

Your rights to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason under this Agreement. In the event you deliver Notice of Termination based on circumstances set forth in Paragraphs 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.

3.4 NOTICE OF TERMINATION. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.5 DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your employment is terminated pursuant to Subsection 3.2 or 3.3 above or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Subsection 3.2 above shall not be less than 30 days, and in the case of a termination pursuant to Subsection 3.3 above shall not be less than 15 nor more than 60 days, respectively, from the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit, and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement except to the extent otherwise provided in subsection 4.4.

4. COMPENSATION ON TERMINATION OR DURING DISABILITY. Following a Change In Control of the Company, as defined by Section 2, on termination of your employment or during a period of disability you shall be entitled to the following benefits:

4.1 During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all amounts payable to you under any compensation plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the terms of those programs.

4.2 If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death, or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time the payments are due. The Company shall have no obligations to you under this Agreement.

4.3 If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or Disability, or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:

4.3.1     The Company shall pay you your full salary through
          the Date of  Termination  at the rate in effect at
          the time notice of Termination is given,  plus all
          other  amounts  and  benefits  to  which  you  are
          entitled  under  any  compensation   plan  of  the
          Company,  at the time the payments are due, except
          as otherwise provided below.

4.3.2     In lieu of any further salary  payments to you for
          periods subsequent to the Date of Termination, the
          Company  shall pay to you,  as  severance  pay the
          following:  (i) a lump sum severance payment equal
          to  three   (3)   times   the   average   of  your
          Compensation  for the five (5) years  prior to the
          occurrence of the circumstance  giving rise to the
          notice of  Termination,  plus (ii) the  amounts in
          the forms set forth in paragraphs 4.3.3, 4.3.4 and
          4.3.5 (the "Severance  Payments").  In addition to
          the Severance  Payments,  the Company shall pay to
          you an  additional  amount  equal to the amount of
          the Excise Tax, if any,  that is due or determined
          to be due  under  Section  4999  of  the  Internal
          Revenue Code of 1986, as amended,  resulting  from
          the Severance Payments or any other payments under
          this Agreement or any other agreement  between you
          and the  Company and an amount  sufficient  to pay
          the   taxes  on  any  such   Excise   Taxes   (the
          "Gross-up").   For  purposes  of  this  Agreement,
          "Compensation"    shall    mean   the    aggregate
          remuneration  paid by the  Company to you during a
          calendar year, including bonuses, awards under the
          Company's  Restricted  Stock Plan,  benefits under
          employee benefit plans,  automobile  allowances or
          any fees paid to you as  remuneration  for serving
          as a Director of the Company.

4.3.3     The Company  shall  continue  coverage for you and
          your  dependents   under  any  health  or  welfare
          benefit  plan under which you and your  dependents
          were participating  prior to THE CHANGE IN CONTROL
          FOR A PERIOD ENDING ON THE EARLIER to occur of (i)
          the date you become  covered  by a new  employer's
          health and welfare benefit plan, (ii) the date you
          become  covered  by  Medicare,  or (iii)  the date
          which is  thirty-six  (36) months from the date of
          Termination.  The  coverage  for  your  dependents
          shall  end  earlier  than  (i),  (ii) or  (iii) if
          required by the health or welfare benefit plan due
          to age eligibility.

4.3.4     The  Company   shall  pay  to  you  any   deferred
          compensation,   including,   but  not  limited  to
          deferred bonuses,  allocated or credited to you or
          your account as of the Date of Termination.

4.3.5     Outstanding  stock  options  or  Restricted  Stock
          grants, if any, granted to you under the Company's
          Stock  Plans  which are not vested on  Termination
          shall immediately vest.

4.3.6     Where you shall  prevail in any such  action,  the
          Company  shall  also  pay to  you  all  legal  and
          accounting fees and expenses  incurred by you as a
          result of the termination (including all such fees
          and  expenses  incurred  by you as a result of the
          termination (including all such fees and expenses,
          if any,  incurred in  contesting  or disputing any
          termination or in seeking to obtain or enforce any
          right or benefit  provided by this Agreement or in
          connection with any tax audit or proceeding to the
          extent  attributable  to the  application  of Code
          Section  4999 to any  payment or benefit  provided
          under this  Agreement) or any other agreement with
          the Company.

4.3.7     The amount of Severance  Payments and any Gross-up
          due to  you  under  this  or  any  other  relevant
          agreement  with the Company shall be determined by
          a third party agreed to by you and the Company. If
          you cannot agree on a third party, then both third
          parties shall determine the amounts due under this
          Agreement.  If the third  parties  do not agree on
          the amount to be paid to you,  then  either  party
          may submit the  calculation  of the amounts  which
          are in dispute to Arbitration  in accordance  with
          this  Agreement.  The  payments  provided  for  in
          Paragraphs 4.3.2,  4.3.4 AND 4.3.5 ABOVE, SHALL BE
          MADE  NO  LATER  THAN  THE  THIRTIETH  (30TH)  day
          following the Date of Termination. However, if the
          amounts   of  the   payments   cannot  be  finally
          determined  on or  before  that day,  the  Company
          shall  pay to  you on  that  day an  estimate,  as
          determined  in good faith by the  Company,  of the
          minimum  amount of such payments and shall pay the
          remainder  of  those   payments   (together   with
          interest   at  the  rate   provided   in   Section
          1274(b)(2)(B)  of the Code) as soon as the  amount
          can be  determined  but in no event later than the
          30th day  after  the Date of  Termination.  In the
          event  that the  amount of the  estimate  payments
          exceeds the amount subsequently determined to have
          been due,  the excess  shall  constitute a loan by
          the  Company to you  payable on the 30th day after
          demand by the Company  (together  with interest at
          the rate provided in Section  1274(b)(2)(B) of the
          Code).

4.4 You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

4.5 In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all qualified benefits payable to you under the Company's 401(k) Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits.

5. SUCCESSORS; BINDING AGREEMENT.

5.1 The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would have been entitled to under this Agreement if you had terminated your employment for Good Reason following a Change In Control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

5.2 This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, heirs, distributees, and legatees. If you should die while any amount would still be payable to you if you had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or, if there is no such designee, to your estate.

6. NOTICE. For the purpose of this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective only on receipt.

7. MISCELLANEOUS.

7.1 No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

7.2 No waiver by either party to this Agreement at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not expressly set forth in this Agreement.

7.4 Nothing in this Agreement is intended to reduce any benefits payable to you under any other agreement you may have with the Company or in any Company plan in which you may participate.

7.5 The validity, interpretation, construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principals.

7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be paid net of any applicable withholding or deduction required under federal, state or local law.

7.7 The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. VALIDITY. The validity or enforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. However, you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral agreements or understandings with respect to the subject matter.

In witness whereof, the parties have executed this agreement as of the day and year first above written.

MIDDLESEX WATER COMPANY

                                    By:/s/ J. Richard Tompkins
                                        -----------------------------------
                                             J. Richard Tompkins
                                             Chairman of the Board and President

ATTEST:

/s/ Marion F. Reynolds
----------------------
Marion F. Reynolds
Vice President
Secretary and Treasurer
                                    /s/ Ronald F. Williams
                                    ------------------------------------

                                    Ronald F. Williams

                                                                                                     (In Thousands)
                                                            Three Months Ended                      Nine Months Ended
                                                               September 30,                          September 30,
                                                           1999             1998                  1999            1998
BASIC:                                                Income   Shares  Income  Shares        Income  Shares   Income  Shares
                                                      -------- ------ -------- ------       -------- ------- -------- ------
Income Before Preferred Stock
   Dividend Requirement                               $ 2,781  4,932  $ 2,348  4,358        $ 6,846   4,916  $ 5,185  4,326
Less Preferred Stock Dividend Requirement                 (78)            (80)                 (237)            (239)
                                                      -------  ------ -------  -----        -------   -----  -------  -----
Earnings Applicable to Common Stock                   $ 2,703  4,932  $ 2,268  4,358        $ 6,609   4,916  $ 4,946  4,326

Basic Earnings Per Share of Common Stock               $ 0.55         $  0.52               $  1.34          $  1.14
                                                      -------         -------               -------          -------
DILUTED:

Earnings Applicable to Common Stock                   $ 2,703  4,932  $ 2,268  4,358        $ 6,609   4,916  $ 4,946  4,326
Convertible Preferred Stock $7.00 Series Dividend          26     89       26     89             78      89      78     89
Convertible Preferred Stock $8.00 Series Dividend          38    135       40    137            118     137      120    137
                                                      -------  ------ -------  -----        -------   -----  -------  -----
Adjusted Earnings Applicable to Common Stock          $ 2,767  5,156  $ 2,334  4,584        $ 6,805   5,142  $ 5,144  4,552

Diluted Earnings Per Share of Common Stock            $  0.54         $  0.51               $  1.32          $  1.13
                                                      -------         -------               -------          -------

                                                                 Twelve Months Ended
                                                                     September 30,
                                                                1999             1998
BASIC:                                                     Income   Shares  Income   Shares
                                                           -------- ------  -------  -------
Income Before Preferred Stock
   Dividend Requirement                                    $ 8,182   4,795  $ 6,559   4,310
Less Preferred Stock Dividend Requirement                     (317)            (319)
                                                           -------   -----  -------   ------
Earnings Applicable to Common Stock                        $ 7,865   4,795  $ 6,240   4,310

Basic Earnings Per Share of Common Stock                   $  1.64          $  1.45
                                                           -------          -------
DILUTED:

Earnings Applicable to Common Stock                        $ 7,865   4,795  $ 6,240   4,310
Convertible Preferred Stock $7.00 Series Dividend              104      89      104      89
Convertible Preferred Stock $8.00 Series Dividend              158     137      160     137
                                                           -------   -----  -------   -----
Adjusted Earnings Applicable to Common Stock               $ 8,127   5,021  $ 6,504   4,536

Diluted Earnings Per Share of Common Stock                 $  1.62          $  1.43
                                                           -------          -------