Exhibit 10.1

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     THIS AGREEMENT, dated this 24th day of January, 2008, is made by and between The Connecticut Water Company, a Connecticut corporation having its principal place of business in Clinton, Connecticut, (“Company”), Connecticut Water Service, Inc., a Connecticut corporation and holder of all of the outstanding capital stock of Company (“Parent”) and [                      ], a resident of [                      ] (“Employee”).

WITNESSETH:

     WHEREAS, Company and Parent desire to reward Employee for Employee’s valuable, dedicated service to Company and Parent should Employee’s service be terminated under circumstances hereinafter described; and

     WHEREAS, Employee and Company entered into an Employment Agreement dated [                      ], amended and restated as of [                      ]; and

     WHEREAS, the parties wish to amend the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended and regulations issued thereunder (collectively the “Code”); and

     WHEREAS, Employee, Company and Parent are willing to enter into this Amended and Restated Employment Agreement (“Agreement”) on the terms herein set forth;

     NOW, THEREFORE, to assure Company and Parent of Employee’s continued dedication and the availability of Employee’s advice and counsel in the event of any such proposal, to induce Employee to remain in the employ of Company and Parent and to reward Employee for Employee’s valuable dedicated service to Company and Parent should Employee’s service be terminated under circumstances hereinafter described, and for other good and valuable consideration, the receipt and adequacy of which each party acknowledges, effective January 1, 2008, Company, Parent and Employee agree as follows:

     1.  Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

          (a) “Cause” shall mean Employee’s serious, willful misconduct in respect of Employee’s duties under this Agreement, including conviction for a felony or perpetration by Employee of a common law fraud upon Company or Parent which has resulted or is likely to result in material economic damage to Company or Parent, as determined by a vote of at least seventy-five percent (75%) of all of the Directors (excluding Employee) of each of Company’s and Parent’s Board of Directors;

          (b) “Change-in-Control” shall be deemed to have occurred if after the date hereof (i) a public announcement shall be made or a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) disclosing that any Person (as defined below), other than Company or Parent or any employee benefit plan sponsored by Company or Parent, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company’s or Parent’s then outstanding voting common stock (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire voting common stock); or (ii) any Person, other than Company or Parent or any employee benefit plan sponsored by Company or Parent, shall purchase shares pursuant to a tender offer or exchange offer to acquire any voting common stock of Company or Parent (or securities convertible into such voting common stock) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the beneficial owner directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company’s or Parent’s then outstanding voting common stock (all as calculated under clause (i)); or (iii) the stockholders of Company or Parent shall approve (A) any consolidation or merger of Company or Parent in which Company or Parent is not the continuing or surviving corporation (other than a merger of Company or Parent in which holders of the outstanding capital stock of Company or Parent immediately prior to the merger have the same proportionate ownership of the outstanding capital stock of the surviving corporation immediately after the merger as immediately before), or pursuant to which the outstanding capital stock of Company or Parent would be converted into cash, securities or other property, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Company or Parent; or (iv) there shall have been a change in the composition of the Board of Directors of Company or Parent at any time during any consecutive twenty-four (24) month period such that “continuing directors” cease for any reason to constitute at least a majority of the Board unless the election, or the nomination for election of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of such period; or (v) the Board of Directors of Company or Parent, by a vote of a majority of all the Directors (excluding Employee) adopts a resolution to the effect that a “Change-in-Control” has occurred for purposes of this Agreement.

          (c) “Disability” shall mean the incapacity of Employee by illness or any other cause as determined under the long-term disability insurance plan of Company in effect at the time in question, or if no such plan is in effect, then such incapacity of Employee as prevents Employee from performing the essential functions of Employee’s position with or without reasonable accommodation for a period in excess of two hundred forty (240) days (whether or not consecutive), or one hundred eighty (180) days consecutively, as the case may be, during any twelve (12) month period.

          (d) “Effective Date” shall be the date on which a Change-in-Control occurs. Anything in this Agreement to the contrary notwithstanding, if Employee’s employment is terminated prior to the date on which a Change-in-Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps

reasonably calculated to effect a Change-in-Control or (ii) otherwise arose in connection with or anticipation of a Change-in-Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

          (e) “Good Reason” shall mean the occurrence of any action which (i) removes or changes Employee’s title or reduces Employee’s job responsibilities or base salary; (ii) results in a significant worsening of Employee’s work conditions; or (iii) moves Employee’s place of employment to a location that increases Employee’s commute by more than thirty (30) miles over the length of Employee’s commute from Employee’s place of principal residence at the time the move is requested. For purposes of this subparagraph (e), any good faith determination by Employee that any such action has occurred shall be conclusive. Notwithstanding the foregoing, at any time during the period commencing on the Effective Date and ending on the 30 ^th day after the first anniversary of the Effective Date, except for purposes of Paragraph 5(g), “Good Reason” shall mean any reason or no reason.

          (f) “Person” shall mean any individual, corporation, partnership, company or other entity, and shall include a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934.

     2.  Employment.

          (a) As of the Effective Date, Company hereby agrees to continue to employ Employee and Employee agrees to remain in the employ of Company for the Term of this Agreement upon the terms and conditions hereinafter set forth. Subject to the provisions of subparagraph (b) of this Paragraph 2, and to the provisions of Paragraph 6 below, “Term” shall mean a continuously renewing period of three (3) years commencing on the Effective Date.

          (b) At any time during the Term, the Board of Directors of Company and Parent may, by written notice to Employee, advise Employee of their desire to modify or amend any of the terms or provisions of this Agreement or to delete or add any terms or provisions. Any such notice (“Notice”) shall describe the proposed modifications in reasonable detail. In the event a Notice shall be given to Employee, then Company, Parent and Employee agree to discuss the proposed modification(s) and to attempt in good faith to reach agreement with respect thereto and to reduce such agreement to writing in an amendment to be executed by all the parties (“Amendment”). If a Notice is given hereunder and an Amendment shall not have been executed on or before the sixtieth (60th) day following the date on which Notice is given, then the Term shall thereupon be automatically converted to a fixed period ending three (3) years after the expiration of such sixty (60) days.

     3.  Duties of Employment.

          (a) During the Term, Employee’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90)-day period immediately preceding the Effective Date and Employee’s services shall be performed at such location as Employee shall determine.

          (b) During the Term, Employee will serve Company faithfully, diligently and competently and will devote full-time to Employee’s employment and will hold, in addition to the offices held on the Effective Date, such other Employee offices of Company or Parent, or their respective subsidiaries and affiliates, to which Employee may be elected, appointed or assigned by the Boards of Directors of Company or Parent from time to time and will discharge such Employee duties in connection therewith. Nothing in this Agreement shall preclude Employee, with the prior approval of the Board of Directors of Company, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Company or Parent, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of Employee’s duties hereunder.

     4.  Compensation. During the Term, Company shall pay to Employee as compensation for the services to be rendered by Employee hereunder the following:

          (a) A base salary at a rate equal to the highest base salary paid or payable to Employee by Company during the twelve (12)-month period immediately preceding the month in which the Effective Date occurs, or such larger sum as the Company may from time to time determine in connection with regular periodic performance reviews pursuant to Company’s policies and practices. Such compensation shall be payable in accordance with the normal payroll practices of Company. Employee shall receive an annual increase in base salary at each normal pay adjustment date during the Term, but no later than one (1) year after the date of Employee’s last increase and annually thereafter during the Term, of not less than the percentage increase in the cost-of-living since Employee’s last pay adjustment, as measured by the Consumer Price Index-All Urban Consumers of the U.S. Bureau of Labor Statistics.

          (b) In addition, Company shall pay to Employee an annual award under the Company’s Performance Stock Program (or other bonus program in effect at the time the Effective Date occurs) payable in cash or other form of compensation, for which he would have been eligible in accordance with the Company’s practice or plan in effect at that time for annual bonuses for said employee for the year preceding the fiscal year in which the Effective Date occurs.

     5.  Benefits . During the Term, Employee shall be entitled to the following benefits:

          (a) Incentive, Savings and Retirement Plans . In addition to base salary and bonus payable as hereinabove provided, Employee shall be entitled to participate during the Term in all savings and retirement plans, practices, policies and programs applicable to employees of Company as may be in effect from time to time. Such plans, practices, policies and programs, in the aggregate, shall provide Employee with compensation, benefits and reward opportunities at least as favorable as the most favorable of such compensation, benefits and reward opportunities provided by Company for Employee under such plans, practices, policies and programs as in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as provided at any time thereafter with respect to other key employees of Company or Parent.

          (b) Welfare Benefit Plans . During the Term, Employee and/or Employee’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs applicable to employees of Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life,) at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee and/or Employee’s family, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (c) Expenses . During the Term, Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in accordance with the most favorable policies, practices and procedures of Company in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (d) Fringe Benefits . During the Term, Employee shall be entitled to fringe benefits, including use of an automobile and payment of related expenses or payment of an allowance for automobile related expenses, in accordance with the most favorable plans, practices, programs and policies of Company in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (e) Office and Support Staff . During the Term, Employee shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to the most favorable of the foregoing provided to Employee by Company at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as provided at any time thereafter with respect to other key employees of Company or Parent.

          (f) Vacation . During the Term, Employee shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of Company as in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (g) Stay-on Bonus : (i) If Employee is employed on a date on which the Board of Directors of Company or Parent approves a transaction described in clause (iii) of Paragraph 1(b) and the shareholders of Company or Parent, as applicable subsequently approve such transaction, provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder, Employee shall receive a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to such date, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which such date occurs; provided Employee is employed on the fifth (5 ^th ) day following the closing of such transaction.

Payment hereunder shall be made on the fifth (5 ^th ) business day following the closing of such a transaction. (ii) If the Employee separates from service from the Company following such approval by the applicable Board of Directors of a transaction described in subparagraph (i) of this Paragraph (g) (provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder), and prior to the fifth (5 ^th ) day following the closing of such transaction for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during such period by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during such period for Good Reason, then, in addition to the amounts payable to Employee pursuant to Section 7, Employee shall be paid a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs. If the Employee is a “specified employee,” as that term is defined under Section 409A of the Code at the time [he] incurs a separation from service, prior to payment under (ii), payment under (ii) shall be made on the later of the first day of the seventh (7 ^th ) month following the Employee’s termination of Employment, or on the fifth (5 ^th ) business day following the closing of such transaction. If the Employee is not a specified employee, payment under (ii) shall be made on the fifth (5 ^th ) business day following the closing of such transaction.

     6.  End of Term and Notice of Termination .

          (a) End of Term . The Term shall end upon the occurrence of any of the following events:

	(i)		Termination of Employee’s employment by Company for Cause.
	(ii)		The voluntary termination of Employee’s employment by Employee other than for Good Reason.
	(iii)		The death of Employee.
	(iv)		Employee’s attainment of age sixty-five (65).
	(v)		Full compliance by Company with the provisions of Paragraph 7(e) below, if Employee’s employment shall have been terminated by Company during the Term for any reason other than Cause, or if Employee’s employment shall have been terminated by reason of Employee’s Disability, or if Employee shall have voluntarily terminated Employee’s employment during the Term for Good Reason.

          (b) Notice of Termination . Any termination by Company for Cause or by Employee for Good Reason or on account of Employee’s Disability shall be communicated by notice to the other party hereto given in accordance with Section 15 of this Agreement. For purposes of this Agreement, a “notice” means a written notice which (i) indicates the specific

termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated and (iii) if the date of termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice).

          (c) Date of Termination . The date of termination means the date of receipt of the notice of termination or any later date specified therein, as the case may be; provided, however, that (i) if Employee’s employment is terminated by Company other than for Cause or on account of Employee’s Disability, the date of termination shall be the date on which Company notifies Employee of such termination and (ii) if Employee’s employment is terminated by reason of death, the date of termination shall be the date of death of Employee.

          (d) Termination of Employment . In order for the Employee to be considered to have terminated employment with the Company, the Employee must have incurred a separation from service from the Company (and all related companies) within the meaning of Section 409A of the Code, and regulations promulgated thereunder, and the term termination of employment and the like as used in this Agreement shall be construed to mean separation from service as so defined under Section 409A of the Code.

     7.  Payment Upon Termination .

          (a) If Employee’s employment is terminated by Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of termination, including base salary through the date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the date of termination not yet paid by Company and any benefits required to be paid by law such as continued health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) (collectively, the “Accrued Obligations”).

          (b) If Employee shall voluntarily terminate Employee’s employment during the Term, other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except only the Accrued Obligations.

          (c) In the event of the death of Employee during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Employee, or if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1 ^st ) and fifteenth (15 ^th ) of each month, beginning on the first day of the first month following Employee’s death.

          (d) If Employee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations.

          (e) If Employee’s employment is terminated by Company during the Term for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall be obligated to pay and provide Employee, the following amounts:

               (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e) (ii), (iii), (iv), (v) and (viii) herein below. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts.

               (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a participant in such plan at the time of the Change-in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7 ^th ) month following the date of termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the first payment (one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto.

               (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the

date of termination and made contributions under said plan(s) equal to the maximum amount that the Employee could have contributed under the terms of such plan(s) for the plan year immediately preceding Employee’s termination, to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions.

               (iv) An amount equal to the difference between: (A) benefits which would have been payable to Employee under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Employee under such deferred compensation agreement; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions.

               (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Plan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Employee under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Employee in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions.

               (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards.

               (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan.

               (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3)

calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7 ^th ) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment.

               (ix) Company shall reimburse Employee for the amount of any reasonable legal or accounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no event shall any reimbursement be made any later than December 31 of the calendar year following the year in which the expense is incurred by the Employee.

               (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the date of termination, or until Employee accepts other employment, if earlier.

     8.  Confidential Information . Employee understands that in the course of Employee’s employment by Company, Employee will receive or have access to confidential information concerning the business or purposes of Company and Parent, and which Company and Parent desire to protect. Such confidential information shall be deemed to include, but not be limited to, Company’s customer lists and information, and employee lists, including, if known, personnel information and data. Employee agrees that Employee will not, at any time during the period ending two (2) years after the date of termination of Employee’s employment, reveal to anyone outside Company or Parent or use for Employee’s own benefit any such information without specific written authorization by Company or Parent. Employee further agrees not to use any such confidential information or trade secrets in competing with Company or Parent at any time during or in the two (2) year period immediately following the date of termination of Employee’s employment with Company.

     9.  Covenants by Employee Not to Compete With Company or Parent .

          (a) Upon the date of termination of Employee’s employment with Company for any reason, Employee covenants and agrees that Employee will not at any time during the period of two (2) years from and after such date of termination directly or indirectly in any manner or under any circumstances or conditions whatsoever be or become interested, as an individual, partner, principal, agent, clerk, employee, stockholder, officer, director, trustee, or in any other capacity whatsoever, except as a nominal owner of stock of a public corporation, in any other business which, at the date of Employee’s termination, is a Competitor (as defined herein), either directly or indirectly, with Company or Parent, or engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend Employee’s name (or any part or variant thereof) to, any business which, at the date of Employee’s termination, is a Competitor, either directly or indirectly, with Company or Parent, or as a result of Employee’s engagement or participation would become, a Competitor, either directly or indirectly, with any aspect of the business of Company or Parent as it exists at the time of Employee’s termination, or solicit any officer, director, employee or agent of Company or Parent or any subsidiary or affiliate of Company or Parent to become an officer, director, employee or agent of Employee, Employee’s respective affiliates or anyone else. Ownership, in the aggregate, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a violation of the foregoing provision. For the purposes of this Agreement, a Competitor is any business which is similar to the business of Company or Parent or in any way in competition with the business of Company or Parent within any of the then-existing water utility service areas of Company.

          (b) Employee hereby acknowledges that Employee’s services are unique and extraordinary, and are not readily replaceable, and hereby expressly agrees that Company and Parent, in enforcing the covenants contained in Paragraphs 8 and 9 herein, in addition to any other remedies provided for herein or otherwise available at law, shall be entitled in any court of equity having jurisdiction to an injunction restraining Employee in the event of a breach, actual or threatened, of the agreements and covenants contained in these Paragraphs.

          (c) The parties hereto believe that the restrictive covenants of these Paragraphs are reasonable. However, if at any time it shall be determined by any court of competent jurisdiction that these Paragraphs or any portion of them as written, are unenforceable because the restrictions are unreasonable, the parties hereto agree that such portions as shall have been determined to be unreasonably restrictive shall thereupon be deemed so amended as to make such restrictions reasonable in the determination of such court, and the said covenants, as so modified, shall be enforceable between the parties to the same extent as if such amendments had been made prior to the date of any alleged breach of said covenants.

     10.  No Obligation to Mitigate . So long as Employee shall not be in breach of any provision of Paragraph 8 or 9, Employee shall have no duty to mitigate damages in the event of a termination and if Employee voluntarily obtains other employment (including self-employment), any compensation or profits received or accrued, directly or indirectly, from such other

employment shall not reduce or otherwise affect the obligations of Company and Parent to make payments hereunder.

     11.  Resignation . In the event that Employee’s services hereunder are terminated under any of the provisions of this Agreement (except by death), Employee agrees that Employee will deliver Employee’s written resignation as an officer of Company or Parent, or their subsidiaries and affiliates, to the Board of Directors, such resignation to become effective immediately, or, at the option of the Board of Directors, on a later date as specified by the Board.

     12.  Insurance . Company shall have the right at its own cost and expense to apply for and to secure in its own name, or otherwise, life, health or accident insurance or any or all of them covering Employee, and Employee agrees to submit to the usual and customary medical examination and otherwise to cooperate with Company in connection with the procurement of any such insurance, and any claims thereunder.

     13.  Release . As a condition of receiving payments or benefits provided for in this Agreement, at the request of Company or Parent, Employee shall execute and deliver for the benefit of Company and Parent, and any subsidiary or affiliate of Company or Parent, a general release in the form set forth in Attachment A, and such release shall become effective in accordance with its terms. The failure or refusal of Employee to sign such a release or the revocation of such a release shall cause the termination of any and all obligations of Company and Parent to make payments or provide benefits hereunder, and the forfeiture of the right of Employee to receive any such payments and benefits. Employee acknowledges that Company and Parent have advised Employee to consult with an attorney prior to signing this Agreement and that Employee has had an opportunity to do so.

     14.  Additional Benefits . In addition to the other benefits payable to Employee pursuant to this Agreement, in the event that any payment or benefit received or to be received by Employee under this Agreement (a “Payment”) is subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor to such Section, as determined by a nationally recognized independent certified public accounting firm selected by the Company (the “Tax Advisor”), then the Company shall make an additional payment to Employee in a lump sum equal to all federal, state and local taxes imposed on the Employee as a result of payments made under this Agreement, including the amount of additional taxes imposed upon the service provider due to the Company’s payment of the initial taxes on such compensation. Such payment shall be made no later than the end of the calendar year following the calendar year in which the Employee remits the related taxes and in the case of a “specified employee,” as that term is defined under Section 409A of the Code on the date of termination, shall not be made sooner than the first day of the seventh month following termination of employment. The determination of the Tax Advisor as provided herein shall be completed not later than forty-five (45) days following Employee’s date of termination of employment, and such determination shall be communicated in writing to Company, with a copy to Employee within said forty-five (45) day period. The determination of the Tax Advisor as provided herein shall be deemed conclusive and binding on Company and Employee. Company shall pay the fees and other costs of the Tax Advisor hereunder.

     15.  Notices . All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person to Employee or to the Secretary of Company and Parent, or if mailed, postage prepaid, registered or certified mail, addressed, in the case of Employee, to Employee’s last known address as carried on the personnel records of Company, and, in the case of Company and Parent, to the corporate headquarters, attention of the Secretary, or to such other address as the party to be notified may specify by notice to the other party.

     16.  Successors and Binding Agreement .

          (a) Company and Parent 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 Company and/or Parent, as the case may be, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Company and Parent are required to perform it. Failure of Company and Parent to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, “Company” and “Parent” shall include any successor to Company’s and/or Parent’s, as the case may be, business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

          (b) This Agreement shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee dies while any amount is still payable hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee or other designee or, if there is no such designee, to Employee’s estate.

     17.  Arbitration . Any dispute which may arise between the parties hereto may, if both parties agree, be submitted to binding arbitration in the State of Connecticut in accordance with the Rules of the American Arbitration Association; provided that any such dispute shall first be submitted to Company’s Board of Directors in an effort to resolve such dispute without resort to arbitration.

     18.  Severability . If any of the terms or conditions of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such term or condition shall be deemed severable from the remainder of this Agreement, and the other terms and conditions of this Agreement shall continue to be valid and enforceable.

     19.  Amendment . This Agreement may be modified or amended only by an instrument in writing executed by the parties hereto.

     20.  Construction . This Agreement shall supersede and replace all prior agreements and understandings between the parties hereto on the subject ^- matter covered hereby. This Agreement shall be governed and construed under the laws of the State of Connecticut. Words of the masculine gender mean and include correlative words of the feminine gender. Paragraph headings are for convenience only and shall not be considered a part of the terms and provisions of the Agreement.

     21.  Deferred Compensation . This Agreement has been prepared with reference to Section 409A of the Internal Revenue Code and shall be interpreted and administered in a manner consistent with Section 409A.

     22.  Assignment Prohibited . Benefits hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee, Employee’s beneficiary, or estate, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. The Employee, Employee’s beneficiary or estate shall only have a contractual right to benefits hereunder and shall have the status of general unsecured creditors.

* * * * * * *

     IN WITNESS WHEREOF, Company and Parent have caused this Agreement to be executed by an authorized officer, and Employee has hereunto set Employee’s hand.

		The Connecticut Water Company
		By
Date
		Connecticut Water Service, Inc.
		By
Date
Date		[                                           ]

ATTACHMENT A

RELEASE

     We advise you to consult an attorney before you sign this Release. You have until the date which is seven (7) days after the Release is signed and returned to                      (“Company”) to change your mind and revoke your Release. Your Release shall not become effective or enforceable until after that date.

     In consideration for the benefits provided under your Employment Agreement dated                      with Company and                      (“Parent”), and more specifically enumerated in Exhibit 1 hereto, by your signature below you agree to accept such benefits and not to make any claims of any kind against Company, its past and present and future parent corporations, subsidiaries, divisions, subdivisions, affiliates and related companies or their successors and assigns, including without limitation Parent, or any and all past, present and future Directors, officers, fiduciaries or employees of any of the foregoing (all parties referred to in the foregoing are hereinafter referred to as the “Releasees”) before any agency, court or other forum, and you agree to release the Releasees from all claims, known or unknown, arising in any way from any actions taken by the Releasees up to the date of this Release, including, without limiting the foregoing, any claim for wrongful discharge or breach of contract or any claims arising under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, Connecticut’s Fair Employment Practices Act or any other federal, state or local statute or regulation and any claim for attorneys’ fees, expenses or costs of litigation.

     THE PRECEDING PARAGRAPH MEANS THAT BY SIGNING THIS RELEASE YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE TO BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE RELEASEES BASED ON ANY ACTIONS TAKEN BY THE RELEASEES UP TO THE DATE OF THIS RELEASE.

     By signing this Release, you further agree as follows:

     1. You have read this Release carefully and fully understand its terms;

     2. You have had at least twenty-one (21) days to consider the terms of the Release;

     3. You have seven (7) days from the date you sign this Release to revoke it by written notification to Company. After this seven (7) day period, this Release is final and binding and may not be revoked;

     4. You have been advised to seek legal counsel and have had an opportunity to do so;

     5. You would not otherwise be entitled to the benefits provided under your Employment Agreement with Company and Parent had you not agreed to waive any right you have to bring a lawsuit or legal claim against the Releasees; and

     6. Your agreement to the terms set forth above is voluntary.

Name:
Signature:						Date:
Received by:						Date:

EXHIBIT 1

1.

2.

3.

4.

5.

etc.

NOTE: THIS EXHIBIT IS TO BE COMPLETED AT THE TIME OF TERMINATION TO REFLECT ALL BENEFITS AND PAYMENTS MADE UNDER THE EMPLOYMENT AGREEMENT.

Acknowledged and Agreed:

THE CONNECTICUT WATER COMPANY						EMPLOYEE
By
		Its
CONNECTICUT WATER SERVICE, INC.
By
		Its

Exhibit 10.2

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     THIS AGREEMENT, dated this 24th day of January, 2008, is made by and between The Connecticut Water Company, a Connecticut corporation having its principal place of business in Clinton, Connecticut, (“Company”), Connecticut Water Service, Inc., a Connecticut corporation and holder of all of the outstanding capital stock of Company (“Parent”) and [                      ], a resident of [                      ], (“Employee”).

WITNESSETH:

     WHEREAS, Company and Parent desire to reward Employee for Employee’s valuable, dedicated service to Company and Parent should Employee’s service be terminated under circumstances hereinafter described; and

     WHEREAS, Employee and Company entered into an Employment Agreement dated [                      ], amended and restated as of [                      ]; and

     WHEREAS, the parties wish to amend the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended and regulations issued thereunder (collectively the “Code”); and

     WHEREAS, Employee, Company and Parent are willing to enter into this Amended and Restated Employment Agreement (“Agreement”) on the terms herein set forth;

     NOW, THEREFORE, to assure Company and Parent of Employee’s continued dedication and the availability of Employee’s advice and counsel in the event of any such proposal, to induce Employee to remain in the employ of Company and Parent and to reward Employee for Employee’s valuable dedicated service to Company and Parent should Employee’s service be terminated under circumstances hereinafter described, and for other good and valuable consideration, the receipt and adequacy of which each party acknowledges, effective January 1, 2008, Company, Parent and Employee agree as follows:

     1.  Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

          (a) “Cause” shall mean Employee’s serious, willful misconduct in respect of Employee’s duties under this Agreement, including conviction for a felony or perpetration by Employee of a common law fraud upon Company or Parent which has resulted or is likely to result in material economic damage to Company or Parent, as determined by a vote of at least seventy-five percent (75%) of all of the Directors (excluding Employee) of each of Company’s and Parent’s Board of Directors;

          (b) “Change-in-Control” shall be deemed to have occurred if after the date hereof (i) a public announcement shall be made or a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) disclosing that any Person (as defined below), other than Company or Parent or any employee benefit plan sponsored by Company or Parent, is the beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company’s or Parent’s then outstanding voting common stock (calculated as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights to acquire voting common stock); or (ii) any Person, other than Company or Parent or any employee benefit plan sponsored by Company or Parent, shall purchase shares pursuant to a tender offer or exchange offer to acquire any voting common stock of Company or Parent (or securities convertible into such voting common stock) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the beneficial owner directly or indirectly, of twenty percent (20%) or more of the total voting power represented by Company’s or Parent’s then outstanding voting common stock (all as calculated under clause (i)); or (iii) the stockholders of Company or Parent shall approve (A) any consolidation or merger of Company or Parent in which Company or Parent is not the continuing or surviving corporation (other than a merger of Company or Parent in which holders of the outstanding capital stock of Company or Parent immediately prior to the merger have the same proportionate ownership of the outstanding capital stock of the surviving corporation immediately after the merger as immediately before), or pursuant to which the outstanding capital stock of Company or Parent would be converted into cash, securities or other property, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Company or Parent; or (iv) there shall have been a change in the composition of the Board of Directors of Company or Parent at any time during any consecutive twenty-four (24) month period such that “continuing directors” cease for any reason to constitute at least a majority of the Board unless the election, or the nomination for election of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of such period; or (v) the Board of Directors of Company or Parent, by a vote of a majority of all the Directors (excluding Employee) adopts a resolution to the effect that a “Change-in-Control” has occurred for purposes of this Agreement.

          (c) “Disability” shall mean the incapacity of Employee by illness or any other cause as determined under the long-term disability insurance plan of Company in effect at the time in question, or if no such plan is in effect, then such incapacity of Employee as prevents Employee from performing the essential functions of Employee’s position with or without reasonable accommodation for a period in excess of two hundred forty (240) days (whether or not consecutive), or one hundred eighty (180) days consecutively, as the case may be, during any twelve (12) month period.

          (d) “Effective Date” shall be the date on which a Change-in-Control occurs. Anything in this Agreement to the contrary notwithstanding, if Employee’s employment is terminated prior to the date on which a Change-in-Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps

reasonably calculated to effect a Change-in-Control or (ii) otherwise arose in connection with or anticipation of a Change-in-Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

          (e) “Good Reason” shall mean the occurrence of any action which (i) removes or changes Employee’s title or reduces Employee’s job responsibilities or base salary; (ii) results in a significant worsening of Employee’s work conditions; or (iii) moves Employee’s place of employment to a location that increases Employee’s commute by more than thirty (30) miles over the length of Employee’s commute from Employee’s place of principal residence at the time the move is requested. For purposes of this subparagraph (e), any good faith determination by Employee that any such action has occurred shall be conclusive.

          (f) “Person” shall mean any individual, corporation, partnership, company or other entity, and shall include a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934.

     2.  Employment.

          (a) As of the Effective Date, Company hereby agrees to continue to employ Employee and Employee agrees to remain in the employ of Company for the Term of this Agreement upon the terms and conditions hereinafter set forth. Subject to the provisions of subparagraph (b) of this Paragraph 2, and to the provisions of Paragraph 6 below, “Term” shall mean a continuously renewing period of three (3) years commencing on the Effective Date.

          (b) At any time during the Term, the Board of Directors of Company and Parent may, by written notice to Employee, advise Employee of their desire to modify or amend any of the terms or provisions of this Agreement or to delete or add any terms or provisions. Any such notice (“Notice”) shall describe the proposed modifications in reasonable detail. In the event a Notice shall be given to Employee, then Company, Parent and Employee agree to discuss the proposed modification(s) and to attempt in good faith to reach agreement with respect thereto and to reduce such agreement to writing in an amendment to be executed by all the parties (“Amendment”). If a Notice is given hereunder and an Amendment shall not have been executed on or before the sixtieth (60th) day following the date on which Notice is given, then the Term shall thereupon be automatically converted to a fixed period ending three (3) years after the expiration of such sixty (60) days.

     3.  Duties of Employment.

          (a) During the Term, Employee’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90)-day period immediately preceding the Effective Date and Employee’s services shall be performed at such location as Employee shall determine.

          (b) During the Term, Employee will serve Company faithfully, diligently and competently and will devote full-time to Employee’s employment and will hold, in addition to

the offices held on the Effective Date, such other Employee offices of Company or Parent, or their respective subsidiaries and affiliates, to which Employee may be elected, appointed or assigned by the Boards of Directors of Company or Parent from time to time and will discharge such Employee duties in connection therewith. Nothing in this Agreement shall preclude Employee, with the prior approval of the Board of Directors of Company, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Company or Parent, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of Employee’s duties hereunder.

     4.  Compensation. During the Term, Company shall pay to Employee as compensation for the services to be rendered by Employee hereunder the following:

          (a) A base salary at a rate equal to the highest base salary paid or payable to Employee by Company during the twelve (12)-month period immediately preceding the month in which the Effective Date occurs, or such larger sum as the Company may from time to time determine in connection with regular periodic performance reviews pursuant to Company’s policies and practices. Such compensation shall be payable in accordance with the normal payroll practices of Company. Employee shall receive an annual increase in base salary at each normal pay adjustment date during the Term, but no later than one (1) year after the date of Employee’s last increase and annually thereafter during the Term, of not less than the percentage increase in the cost-of-living since Employee’s last pay adjustment, as measured by the Consumer Price Index-All Urban Consumers of the U.S. Bureau of Labor Statistics.

          (b) In addition, Company shall pay to Employee an annual award under the Company’s Performance Stock Program (or other bonus program in effect at the time the Effective Date occurs) payable in cash or other form of compensation, for which he would have been eligible in accordance with the Company’s practice or plan in effect at that time for annual bonuses for said employee for the year preceding the fiscal year in which the Effective Date occurs.

     5.  Benefits . During the Term, Employee shall be entitled to the following benefits:

          (a) Incentive, Savings and Retirement Plans . In addition to base salary and bonus payable as hereinabove provided, Employee shall be entitled to participate during the Term in all savings and retirement plans, practices, policies and programs applicable to employees of Company as may be in effect from time to time. Such plans, practices, policies and programs, in the aggregate, shall provide Employee with compensation, benefits and reward opportunities at least as favorable as the most favorable of such compensation, benefits and reward opportunities provided by Company for Employee under such plans, practices, policies and programs as in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as provided at any time thereafter with respect to other key employees of Company or Parent.

          (b) Welfare Benefit Plans . During the Term, Employee and/or Employee’s family, as the case may be, shall be eligible for participation in and shall receive all benefits

under welfare benefit plans, practices, policies and programs applicable to employees of Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life,) at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee and/or Employee’s family, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (c) Expenses . During the Term, Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in accordance with the most favorable policies, practices and procedures of Company in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (d) Fringe Benefits . During the Term, Employee shall be entitled to fringe benefits, including use of an automobile and payment of related expenses or payment of an allowance for automobile related expenses, in accordance with the most favorable plans, practices, programs and policies of Company in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

          (e) Office and Support Staff . During the Term, Employee shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to the most favorable of the foregoing provided to Employee by Company at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as provided at any time thereafter with respect to other key employees of Company or Parent.

          (f) Vacation . During the Term, Employee shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of Company as in effect at any time during the ninety (90)-day period immediately preceding the Effective Date or, if more favorable to Employee, as in effect at any time thereafter with respect to other key employees of Company or Parent.

     6.  End of Term and Notice of Termination .

          (a) End of Term . The Term shall end upon the occurrence of any of the following events:

     (i) Termination of Employee’s employment by Company for Cause.

     (ii) The voluntary termination of Employee’s employment by Employee other than for Good Reason.

     (iii) The death of Employee.

     (iv) Employee’s attainment of age sixty-five (65).

     (v) Full compliance by Company with the provisions of Paragraph 7(e) below, if Employee’s employment shall have been terminated by Company during the Term for any reason other than Cause, or if Employee’s employment shall have been terminated by reason of Employee’s Disability, or if Employee shall have voluntarily terminated Employee’s employment during the Term for Good Reason.

          (b) Notice of Termination . Any termination by Company for Cause or by Employee for Good Reason or on account of Employee’s Disability shall be communicated by notice to the other party hereto given in accordance with Section 15 of this Agreement. For purposes of this Agreement, a “notice” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated and (iii) if the date of termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice).

          (c) Date of Termination . The date of termination means the date of receipt of the notice of termination or any later date specified therein, as the case may be; provided, however, that (i) if Employee’s employment is terminated by Company other than for Cause or on account of Employee’s Disability, the date of termination shall be the date on which Company notifies Employee of such termination and (ii) if Employee’s employment is terminated by reason of death, the date of termination shall be the date of death of Employee.

          (d) Termination of Employment . In order for the Employee to be considered to have terminated employment with the Company, the Employee must have incurred a separation from service from the Company (and all related companies) within the meaning of Section 409A of the Code, and regulations promulgated thereunder, and the term termination of employment and the like as used in this Agreement shall be construed to mean separation from service as so defined under Section 409A of the Code.

     7.  Payment Upon Termination .

          (a) If Employee’s employment is terminated by Company for Cause, as defined in Paragraph 1(a), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except only compensation or benefits accrued or earned and vested (if applicable) by Employee as of the date of termination, including base salary through the date of termination, benefits payable under the terms of any qualified or nonqualified retirement plans or deferred compensation plans maintained by Company, any accrued vacation pay as of the date of termination not yet paid by Company and any benefits required to be paid by law such as continued health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) (collectively, the “Accrued Obligations”).

     (b) If Employee shall voluntarily terminate Employee’s employment during the Term, other than for Good Reason, as defined in Paragraph 1(e), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except only the Accrued Obligations.

     (c) In the event of the death of Employee during the Term, then, in addition to the Accrued Obligations and any other benefits which may be payable by Company in respect of the death of Employee, the base salary then payable hereunder shall continue to be paid at the then current rate for a period of six (6) months after such death to such beneficiary as shall have been designated in writing by Employee, or if no effective designation exists, then to the estate of Employee. Such payment shall be made on the first (1 ^st ) and fifteenth (15 ^th ) of each month, beginning on the first day of the first month following Employee’s death.

     (d) If Employee’s employment is terminated by reason of Employee’s attainment of age sixty-five (65), the obligations of Company under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or other benefits under this Agreement except the Accrued Obligations.

     (e) If Employee’s employment is terminated by Company during the Term for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during the Term by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during the Term for Good Reason, Employee shall be entitled to receive, and Company shall be obligated to pay and provide Employee, the following amounts:

          (i) An amount in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below to be determined by a nationally recognized independent certified public accounting firm selected and retained by Company to be the reasonable value of said covenants as of the date of termination of Employee’s employment, but in no event shall such amount be greater than the aggregate value of the benefits provided in subparagraphs (e) (ii), (iii), (iv), (v) and (viii) herein below. The benefits otherwise payable to Executive pursuant to said subparagraphs shall be offset by the amount, if any, payable to Executive in respect of the covenants by Employee set forth in Paragraphs 8 and 9 below. Said amount paid in consideration of the covenants by Executive set forth in Paragraphs 8 and 9 below shall be paid in accordance with subparagraphs (e)(ii), (iii), (iv), (v) and (viii) below, and this subparagraph (i) shall not alter the time or form of payment of such amounts.

          (ii) An amount equal to three (3) times the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to three (3) times the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs if the employee is a participant in such plan at the time of the Change-in-Control. Such amount so determined shall be divided into thirty-six (36) equal amounts. If the Employee is not a “specified employee” as defined under Section 409A of the Code at the time of termination, payment of such equal amounts shall be made on the first day of each month, commencing with the first day of the first month following termination. If the Employee is a “specified employee” as that term is defined

under Section 409A of the Code on the date of termination, seven (7) such equal amounts shall be paid to the Employee on the date which is the first day of the seventh (7 ^th ) month following the date of termination of employment, and the twenty-nine (29) remaining equal amounts shall be payable on the first day of each month subsequent to the date of the first payment (one payment per month) until the payments are completed. Payments shall be treated as supplemental wage payments under applicable Treasury Regulations subject to federal tax withholding at the flat percentage rate applicable thereto.

          (iii) An amount equal to the aggregate amounts that Company would have contributed on behalf of Employee under Company’s qualified defined contribution retirement plan(s), if any such plan(s) shall be in effect (other than amounts attributable to Employee’s before-tax contributions to such plan(s)) plus estimated earnings thereon had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination and made contributions under said plan(s) equal to the maximum amount that the Employee could have contributed under the terms of such plan(s) for the plan year immediately preceding Employee’s termination, to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions.

          (iv) An amount equal to the difference between: (A) benefits which would have been payable to Employee under any deferred compensation agreement between Company and Employee, if any such agreement shall be in effect, had Employee continued in the employ of Company for the three (3)-year period commencing on the date of termination, received compensation at least equal to that specified in Paragraph 4 of this Agreement during such time, and deferred pursuant to said deferred compensation agreement the amount of compensation specified therein; and (B) the benefits actually payable to Employee under such deferred compensation agreement; such amount to be payable in a lump sum to Employee on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions.

          (v) Additional retirement benefits equal to the difference between: (A) the annual pension benefits that would have been payable to Employee under Company’s qualified defined benefit retirement plan (the “Plan”) and under any nonqualified supplemental Employee retirement plan covering Employee (the “Supplemental Plan”), if any such Plan or Supplemental Plan shall be in effect, if Employee had been continued in the employ of Company for the three (3)-year period commencing on the date of termination and had received compensation at least equal to that specified in Paragraph 4(a) of this Agreement during such time and had been fully vested in the benefits payable under any such Plan and Supplemental Plan; and (B) the annual benefits actually payable to Employee under any such Plan and Supplemental Plan. The discounted present value of such additional benefits, shall be payable to Employee in a lump sum, as calculated by the independent actuary for the Plan using the assumptions specified in the Plan, on the second anniversary of the Employee’s termination of employment, provided that Employee shall not have breached said non-competition provisions.

          (vi) At the date of termination of Employee’s employment, Employee shall be fully vested in any form of compensation previously granted to Employee (other than

benefits payable under a qualified retirement plan), such as, by way of example only, restricted stock, stock options, and performance share awards.

          (vii) If Employee’s employment is terminated by reason of Employee’s Disability, Employee shall be entitled to receive, in addition to the other benefits provided under this Paragraph 7(e), disability benefits payable in accordance with any bona fide disability plan maintained by Company or Parent, to the extent Employee qualifies for benefits under the terms of such bona fide disability plan.

          (viii) A lump sum cash payment equal to three (3) times the sum of the average of the annual contributions, payments, credits or allocations made by the Company on behalf of the Employee for coverage under all life, health, disability and similar welfare benefit plans and programs and other perquisites maintained by the Company during the three (3) calendar year period preceding his termination of employment. Such payment shall be made on the first day of the seventh (7 ^th ) month following the Employee’s termination of employment, if the Employee is a “specified employee” as defined under Section 409A of the Code on the date of termination. If the Employee is not a specified employee on the date of termination, payment shall be made on the first day of the month following the Employee’s termination of employment.

          (ix) Company shall reimburse Employee for the amount of any reasonable legal or accounting fees and expenses incurred by Employee to obtain or enforce any right or benefit provided to Employee by Company hereunder or as confirmed or acknowledged hereunder, provided that no such reimbursement shall be made earlier than seven (7) months following the Employee’s termination, if the Employee is a “specified employee” as that term is defined under Section 409A of the Code on the date of termination, and in no event shall any reimbursement be made any later than December 31 of the calendar year following the year in which the expense is incurred by the Employee.

          (x) Company shall provide the Employee with reasonable outplacement services from a firm selected by the Company for a period of one (1) year commencing on the date of termination, or until Employee accepts other employment, if earlier.

     8.  Confidential Information . Employee understands that in the course of Employee’s employment by Company, Employee will receive or have access to confidential information concerning the business or purposes of Company and Parent, and which Company and Parent desire to protect. Such confidential information shall be deemed to include, but not be limited to, Company’s customer lists and information, and employee lists, including, if known, personnel information and data. Employee agrees that Employee will not, at any time during the period ending two (2) years after the date of termination of Employee’s employment, reveal to anyone outside Company or Parent or use for Employee’s own benefit any such information without specific written authorization by Company or Parent. Employee further agrees not to use any such confidential information or trade secrets in competing with Company or Parent at any time during or in the two (2) year period immediately following the date of termination of Employee’s employment with Company.

     9.  Covenants by Employee Not to Compete With Company or Parent .

          (a) Upon the date of termination of Employee’s employment with Company for any reason, Employee covenants and agrees that Employee will not at any time during the period of two (2) years from and after such date of termination directly or indirectly in any manner or under any circumstances or conditions whatsoever be or become interested, as an individual, partner, principal, agent, clerk, employee, stockholder, officer, director, trustee, or in any other capacity whatsoever, except as a nominal owner of stock of a public corporation, in any other business which, at the date of Employee’s termination, is a Competitor (as defined herein), either directly or indirectly, with Company or Parent, or engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend Employee’s name (or any part or variant thereof) to, any business which, at the date of Employee’s termination, is a Competitor, either directly or indirectly, with Company or Parent, or as a result of Employee’s engagement or participation would become, a Competitor, either directly or indirectly, with any aspect of the business of Company or Parent as it exists at the time of Employee’s termination, or solicit any officer, director, employee or agent of Company or Parent or any subsidiary or affiliate of Company or Parent to become an officer, director, employee or agent of Employee, Employee’s respective affiliates or anyone else. Ownership, in the aggregate, of less than one percent (1 %) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a violation of the foregoing provision. For the purposes of this Agreement, a Competitor is any business which is similar to the business of Company or Parent or in any way in competition with the business of Company or Parent within any of the then-existing water utility service areas of Company.

          (b) Employee hereby acknowledges that Employee’s services are unique and extraordinary, and are not readily replaceable, and hereby expressly agrees that Company and Parent, in enforcing the covenants contained in Paragraphs 8 and 9 herein, in addition to any other remedies provided for herein or otherwise available at law, shall be entitled in any court of equity having jurisdiction to an injunction restraining Employee in the event of a breach, actual or threatened, of the agreements and covenants contained in these Paragraphs.

          (c) The parties hereto believe that the restrictive covenants of these Paragraphs are reasonable. However, if at any time it shall be determined by any court of competent jurisdiction that these Paragraphs or any portion of them as written, are unenforceable because the restrictions are unreasonable, the parties hereto agree that such portions as shall have been determined to be unreasonably restrictive shall thereupon be deemed so amended as to make such restrictions reasonable in the determination of such court, and the said covenants, as so modified, shall be enforceable between the parties to the same extent as if such amendments had been made prior to the date of any alleged breach of said covenants.

     10.  No Obligation to Mitigate . So long as Employee shall not be in breach of any provision of Paragraph 8 or 9, Employee shall have no duty to mitigate damages in the event of a termination and if Employee voluntarily obtains other employment (including self-employment), any compensation or profits received or accrued, directly or indirectly, from such other

employment shall not reduce or otherwise affect the obligations of Company and Parent to make payments hereunder.

     11.  Resignation . In the event that Employee’s services hereunder are terminated under any of the provisions of this Agreement (except by death), Employee agrees that Employee will deliver Employee’s written resignation as an officer of Company or Parent, or their subsidiaries and affiliates, to the Board of Directors, such resignation to become effective immediately, or, at the option of the Board of Directors, on a later date as specified by the Board.

     12.  Insurance . Company shall have the right at its own cost and expense to apply for and to secure in its own name, or otherwise, life, health or accident insurance or any or all of them covering Employee, and Employee agrees to submit to the usual and customary medical examination and otherwise to cooperate with Company in connection with the procurement of any such insurance, and any claims thereunder.

     13.  Release . As a condition of receiving payments or benefits provided for in this Agreement, at the request of Company or Parent, Employee shall execute and deliver for the benefit of Company and Parent, and any subsidiary or affiliate of Company or Parent, a general release in the form set forth in Attachment A, and such release shall become effective in accordance with its terms. The failure or refusal of Employee to sign such a release or the revocation of such a release shall cause the termination of any and all obligations of Company and Parent to make payments or provide benefits hereunder, and the forfeiture of the right of Employee to receive any such payments and benefits. Employee acknowledges that Company and Parent have advised Employee to consult with an attorney prior to signing this Agreement and that Employee has had an opportunity to do so.

     14.  Notices . All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person to Employee or to the Secretary of Company and Parent, or if mailed, postage prepaid, registered or certified mail, addressed, in the case of Employee, to Employee’s last known address as carried on the personnel records of Company, and, in the case of Company and Parent, to the corporate headquarters, attention of the Secretary, or to such other address as the party to be notified may specify by notice to the other party.

     15.  Successors and Binding Agreement .

          (a) Company and Parent 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 Company and/or Parent, as the case may be, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Company and Parent are required to perform it. Failure of Company and Parent to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, “Company” and “Parent” shall include any successor to Company’s and/or Parent’s, as the case may be, business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

          (b) This Agreement shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee dies while any amount is still payable hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee or other designee or, if there is no such designee, to Employee’s estate.

     16.  Arbitration . Any dispute which may arise between the parties hereto may, if both parties agree, be submitted to binding arbitration in the State of Connecticut in accordance with the Rules of the American Arbitration Association; provided that any such dispute shall first be submitted to Company’s Board of Directors in an effort to resolve such dispute without resort to arbitration.

     17.  Severability . If any of the terms or conditions of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such term or condition shall be deemed severable from the remainder of this Agreement, and the other terms and conditions of this Agreement shall continue to be valid and enforceable.

     18.  Amendment . This Agreement may be modified or amended only by an instrument in writing executed by the parties hereto.

     19.  Construction . This Agreement shall supersede and replace all prior agreements and understandings between the parties hereto on the subject ^- matter covered hereby. This Agreement shall be governed and construed under the laws of the State of Connecticut. Words of the masculine gender mean and include correlative words of the feminine gender. Paragraph headings are for convenience only and shall not be considered a part of the terms and provisions of the Agreement.

     20.  Deferred Compensation . This Agreement has been prepared with reference to Section 409A of the Internal Revenue Code and shall be interpreted and administered in a manner consistent with Section 409A.

     21.  Assignment Prohibited . Benefits hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee, the Employee’s beneficiary, or estate, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. The Employee, the Employee’s beneficiary or estate shall only have a contractual right to benefits hereunder and shall have the status of general unsecured creditors.

* * * * * * *

     IN WITNESS WHEREOF, Company and Parent have caused this Agreement to be executed by an authorized officer, and Employee has hereunto set Employee’s hand.

The Connecticut Water Company

				By
Date
				Connecticut Water Service, Inc.
				By
Date
Date				[                                                                ]

ATTACHMENT A

RELEASE

     We advise you to consult an attorney before you sign this Release. You have until the date which is seven (7) days after the Release is signed and returned to                                           (“Company”) to change your mind and revoke your Release. Your Release shall not become effective or enforceable until after that date.

     In consideration for the benefits provided under your Employment Agreement dated                                           with Company and                                           (“Parent”), and more specifically enumerated in Exhibit 1 hereto, by your signature below you agree to accept such benefits and not to make any claims of any kind against Company, its past and present and future parent corporations, subsidiaries, divisions, subdivisions, affiliates and related companies or their successors and assigns, including without limitation Parent, or any and all past, present and future Directors, officers, fiduciaries or employees of any of the foregoing (all parties referred to in the foregoing are hereinafter referred to as the “Releasees”) before any agency, court or other forum, and you agree to release the Releasees from all claims, known or unknown, arising in any way from any actions taken by the Releasees up to the date of this Release, including, without limiting the foregoing, any claim for wrongful discharge or breach of contract or any claims arising under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, Connecticut’s Fair Employment Practices Act or any other federal, state or local statute or regulation and any claim for attorneys’ fees, expenses or costs of litigation.

     THE PRECEDING PARAGRAPH MEANS THAT BY SIGNING THIS RELEASE YOU WILL HAVE WAIVED ANY RIGHT YOU MAY HAVE TO BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE RELEASEES BASED ON ANY ACTIONS TAKEN BY THE RELEASEES UP TO THE DATE OF THIS RELEASE.

     By signing this Release, you further agree as follows:

     1. You have read this Release carefully and fully understand its terms;

     2. You have had at least twenty-one (21) days to consider the terms of the Release;

     3. You have seven (7) days from the date you sign this Release to revoke it by written notification to Company. After this seven (7) day period, this Release is final and binding and may not be revoked;

     4. You have been advised to seek legal counsel and have had an opportunity to do so;

     5. You would not otherwise be entitled to the benefits provided under your Employment Agreement with Company and Parent had you not agreed to waive any right you have to bring a lawsuit or legal claim against the Releasees; and

     6. Your agreement to the terms set forth above is voluntary.

Name:
Signature:						Date:
Received by:						Date:

EXHIBIT 1

1.

2.

3.

4.

5.

etc.

NOTE: THIS EXHIBIT IS TO BE COMPLETED AT THE TIME OF TERMINATION TO REFLECT ALL BENEFITS AND PAYMENTS MADE UNDER THE EMPLOYMENT AGREEMENT.

Acknowledged and Agreed:

THE CONNECTICUT WATER COMPANY						EMPLOYEE
By
		Its
CONNECTICUT WATER SERVICE, INC.
By
		Its

Exhibit 10.3

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

     This Agreement, made this 24th day of January, 2008 by and between THE CONNECTICUT WATER COMPANY (hereinafter referred to as the “Employer”) and [                      ] (hereinafter referred to as the “Employee”).

WITNESSETH THAT:

     WHEREAS, the Employee has and is expected to continue to render valuable services to the Employer, and

     WHEREAS, the Employer desires to ensure that it will have the benefit of the Employee’s services until [she] reaches retirement, and

     WHEREAS, the Employer wishes to assist the Employee in providing for the financial requirements of the Employee in the event of [her] retirement, disability or death; and

     [WHEREAS, the Employer and the Employee entered into a Supplemental Executive Retirement Agreement dated [                                           ], as amended by a First Amendment dated [                                           ]; and]

     [WHEREAS, the Employer and the Employee entered into a Supplemental Executive Retirement Agreement dated [                                           ]; and]

     [WHEREAS, the Employer and the Employee entered into a Supplemental Executive Retirement Agreement dated [                      ], as amended by a First Amendment dated [                                           ] and further amended by a Second Amendment dated [                                           ]; and]

     WHEREAS, the parties wish to amend and restate the Supplemental Retirement Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder (collectively “Section 409A”);

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree to enter into this Amended and Restated Supplemental Executive Retirement Agreement, effective January 1, 2008, as follows:

     1.  SUPPLEMENTAL RETIREMENT BENEFIT

     a.  Normal or Deferred Retirement . If, upon or after the Employee’s attainment of age 65, the Employee shall separate from service and [she] shall be eligible to receive a benefit under The Connecticut Water Company Employees’ Retirement Plan (hereinafter referred to as the “Retirement Plan”), the Employee shall be entitled to

receive pursuant to this Agreement a benefit having a value equal to an annual benefit for [her] life of (a) 60% of the Employee’s Average Earnings reduced by (b) the annual benefit payable to the Employee under the Retirement Plan in the form of a single life annuity for the life of the Employee (whether or not the benefit under the Retirement Plan is actually paid in such form), commencing at the same time as of which benefits commence hereunder (whether or not the benefit under the Retirement Plan commences at such time), [and further reduced by the annual benefit payable to Employee under any qualified defined benefit plan maintained by                                           in the form of a single life annuity on the life the Employee (whether or not the benefit under such plan is actually paid in such form) commencing at the same time as of which benefits commence hereunder (whether or not the benefit under such plan commences at such time)]. Such benefit will be payable in accordance with Section 2 below. The date as of which benefits commence hereunder is the first day of the month following the Employee’s separation from service, even though actual payment may be delayed in accordance with Section 2 hereof.

     b.  Early Retirement . If, upon or after the Employee’s attainment of age 55 and prior to attainment of age 65, the Employee shall separate from service and [she] shall be eligible to receive a benefit under the Retirement Plan, the Employee shall be entitled to receive pursuant to this Agreement a benefit having a value equal to an annual benefit for [her] life of (a) 60% of the Employee’s Average Earnings reduced by (b) the annual benefit payable to the Employee under the Retirement Plan in the form of a single life annuity for the life of the Employee (whether or not the benefit under the Retirement Plan is actually paid in such form) commencing at age 65 (whether or not the benefit under the Retirement Plan commences at such time) [and further reduced by (c) the annual benefit payable to Employee under any qualified defined benefit plan maintained by                                           in the form of a single life annuity for the life of the Employee (whether or not the benefit payable under such plan is actually payable in such form) commencing at age 65 (whether or not the benefit under such plan commences at such time).] If such benefit shall commence to be paid prior to the Employee’s attainment of age 62, such benefit shall be reduced by 4% for each complete year by which the date of benefit commencement precedes [her] attainment of age 62. Such benefit shall be paid in accordance with Section 2 below.

     c. For purposes of a. and b. above, “Average Earnings” shall have the meaning set forth in the Retirement Plan, except that in determining Average Earnings, Annual Earnings (as defined in the Retirement Plan) shall not be limited to the OBRA ‘93 annual compensation limit, the annual compensation limit imposed under the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), or any similar limit on annual compensation under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), imposed by any future legislation.

     In determining Average Earnings, if the Employee retires under this Agreement on or after attainment of age 62, Annual Earnings shall also include the value of all of the following: (1) Cash Units, (2) Restricted Stock, [and] (3) Performance Shares awarded to a Participant under the Connecticut Water Service, Inc. Performance Stock Program (the “Program”) for any year in which such awards are made [and (4) Director’s fees paid to Employee not otherwise included in the definition of Average Earnings]. Notwithstanding the foregoing, in no event shall awards which are long-term

awards or PARSAs under the Program be taken into account in determining Average Earnings. The value of such awards (other than long-term awards or PARSAs) shall be included within Annual Earnings in the year in which such amounts are finally determined and actually awarded [and Director’s fees shall be taken into account in the year paid]. Such amounts, if credited to a Performance Share Account, shall not be counted a second time when payment is made from such Account.

     The calculation of the benefit set forth in a. and b. above, and of all other benefits payable under this Agreement, shall be performed by the Compensation Committee under the Retirement Plan, and the calculations and interpretations of such Committee shall be final and binding on the parties hereto.

     The Employee will not be deemed to have retired unless [she] has experienced a separation from service as defined in Section 409A of the Code.

     d.  Disability Benefit . If the Employee shall incur a separation from service due to a disability such that the Employee is considered eligible for a full disability pension under the provisions of the Social Security Act, the Employee shall be entitled to receive pursuant to this Agreement a benefit having a value equal to an annual benefit for [her] life calculated in the manner set forth in b. above; provided, however, that the reduction factor pursuant to b. above shall be .72 if the Employee’s benefit commencement date precedes age 62 by more than 7 complete years. The Employee will not be deemed to have terminated employment unless [she] has experienced a separation from service as defined in Section 409A of the Code. Such benefit shall be paid in accordance with Section 2 below.

     e.  Absence of Other Benefits . No benefits shall be paid to the Employee pursuant to this Agreement other than as provided in a. through d. above.

     2.  TERMS AND CONDITIONS OF BENEFIT . The annual lifetime benefit calculated in accordance with Section 1 hereof shall be paid in monthly installments on the first day of each month. Such installments paid pursuant to 1.a, 1.b or 1.d shall be calculated as if they were to commence to be paid on the first day of the first month following the Employee’s separation from service. However, if the Employee is a “specified employee” as that term is defined under Section 409A, at the time of separation from service, actual payment will commence on the first day of the seventh (7 ^th ) month following the date of the Employee’s separation from service, and the first payment shall include all payments that would have been made had payments commenced on the first day of the month following the Employee’s separation from service, so that the first installment made pursuant to 1.a., 1.b. or 1.d, if the Employee is a specified employee, shall be equal to seven (7) such installments. If the Employee is not a “specified employee” at the time of separation from service, payment of monthly installments shall commence on the first day of the first month following the Employee’s separation from service.

     If the Employee is a specified employee at the time of separation and should die after separation, but prior to the first day of the seventh (7 ^th ) month following separation from service, a lump sum equal to the amount the Employee would have received had [she] commenced receiving benefits immediately upon the first day of the month

following separation from service and ending on the date of death shall be paid to the Employee’s estate; and the Employee’s surviving spouse, if any, shall receive any 50% survivor annuity payments for the period from the Employee’s date of death to the first day of the seventh (7 ^th ) month following separation from service. Any payments made pursuant to the preceding sentence shall be made on the first day of the seventh (7 ^th ) month following separation from service.

     The form in which the benefit hereunder shall be paid is, if the Employee is unmarried at the time of separation from service, an annuity for the life of the Employee only and, if the Employee is married at the time of separation from service, an annuity for the life of the Employee with the provision that after the Employee’s death, 50% of the annual benefit that was payable to the Employee shall be continued to the Employee’s surviving spouse for life (a “Joint and Survivor Annuity”). The benefit payable as a Joint and Survivor Annuity shall be calculated by applying to the benefit calculated in accordance with Section 1.a., l.b. or 1.d. hereof, as appropriate, the factors for the 50% contingent annuity option set forth in the Retirement Plan.

     Monthly installments of benefits shall be paid on the first day of the month and shall cease to be paid as of the first day of the month following the date of the Employee’s death, unless a Joint and Survivor Annuity is then in effect, in which event the installments shall continue to be paid on the first day of the month and shall cease as of the first day of the month following the death of the Employee’s surviving spouse. A Joint and Survivor Annuity shall be deemed to be in effect if the Employee is married at the time of separation from service, regardless of whether the Employee dies prior to actual commencement of benefits.

     3.  DEATH BENEFIT . If the Employee has attained age 55 while in service with the Employer and dies thereafter, while in the service of the Employer, and if the Employee’s spouse or other beneficiary is entitled to a death benefit under the Retirement Plan, said spouse or other beneficiary shall be entitled to receive a death benefit pursuant to this Plan. However, if the Employee is survived by [her] spouse, such spouse shall be deemed to be entitled to receive a spousal pre-retirement death benefit under the Retirement Plan even if a waiver of such spousal pre-retirement death benefit is in effect under such Plan. The amount of said death benefit shall be determined as if the Employee had retired on the day prior to [her] death with either a Joint and Survivor Annuity in effect, if [her] spouse survives [her], or a five years certain and life annuity (as described in the Retirement Plan) in effect, if [she] has no spouse or [her] spouse does not survive [her]. However, rather than being paid in the form of a survivor annuity or in installments for the five-year period, payment of the present value of the death benefit shall be made in a lump sum on the first day of the first month following the Employee’s death. The actuarial assumptions to be utilized in computing the present value thereof shall be the interest rate and mortality assumptions then being utilized under the Retirement Plan in computing lump sum payments.

     No other death benefits shall be payable in the event of the Employee’s death while in the service of the Employer.

     4.  LIMITATION OF BENEFIT . If the Employee’s employment shall be terminated for cause involving fraud, dishonesty, moral turpitude, gross misconduct,

gross failure to perform [her] duties, or disclosure of secret or other confidential information of the Employer to any competitor or to any person not authorized to receive such information, neither the Employee, [her] spouse, [her] beneficiary nor [her] estate shall be entitled to receive any benefit under this Agreement.

     5.  ABSENCE OF FUNDING . Benefits payable pursuant to this Agreement shall not be funded, and the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee, [her] spouse, [her] beneficiary or [her] estate. Such benefits shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee, [her] spouse, [her] beneficiary or [her] estate, and any attempt to anticipate, alienate, transfer, assign or attach these benefits shall be void. The Employee, [her] spouse, [her] beneficiary or [her] estate shall have only a contractual right against the Employer for the benefits hereunder and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay benefits pursuant to this Agreement, the Employer may establish a grantor trust (hereinafter the “Trust”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. Some or all of the assets of the Trust may be dedicated to providing benefits to the Employee, [her] spouse, [her] beneficiary or [her] estate pursuant to this Agreement, but, nevertheless, all assets of the Trust shall at all times remain subject to the claims of the Employer’s general creditors in the event of the Employer’s bankruptcy or insolvency.

     6.  MISCELLANEOUS .

     a. This Agreement may be amended at any time by mutual written agreement of the parties hereto, but no amendment shall operate to give the Employee, [her] spouse, [her] estate or any other beneficiary, either directly or indirectly, any interest whatsoever in any funds or assets of the Employer, except the right to receive the payments herein provided and the right to receive such payments from assets held in the Trust.

     b. This Agreement shall not supersede any other contract of employment, whether oral or in writing, between the Employer and the Employee, nor shall it affect or impair the rights and obligations of the Employer and the Employee, respectively, thereunder. Nothing contained herein shall impose any obligation on the Employer to continue the employment of the Employee.

     c. This Agreement shall be construed in all respects under the laws of the State of Connecticut.

     (d) This Agreement has been prepared with reference to Section 409A of the Internal Revenue Code and should be interpreted and administered in a manner consistent with Section 409A.

     (e) This Amendment and Restatement is effective as of January 1, 2008.

     IN WITNESS WHEREOF, the Employer and the Employee have executed this Agreement as of the day and year above written.

				THE CONNECTICUT WATER COMPANY
				By
Date
						Its
Date				[                                           ]

Exhibit 10.4

AMENDED AND RESTATED
DEFERRED COMPENSATION AGREEMENT

     THIS AGREEMENT (the “Deferred Compensation Agreement”) is made this 24th day of January, 2008 and between The Connecticut Water Company (together with any affiliated companies hereinafter collectively referred to as the “Employer”) and [                                           ] (hereinafter referred to as the “Employee”).

WITNESSETH:

     WHEREAS, the Employee is among a select group of management or highly compensated employees of the Employer; and

     WHEREAS, the Employer and the Employee entered into a [n Amended and Restated] Deferred Compensation Agreement dated [                                           ]; and

     WHEREAS, the parties wish to amend and restate the Deferred Compensation Agreement to comply with Section 409A of the Internal Revenue Code as amended, and regulations issued thereunder (collectively “Section 409A”); and

     WHEREAS, the Employer and the Employee are willing to enter into this Amended and Restated Deferred Compensation Agreement (the “Agreement”) on the terms herein set forth, effective as of January 1, 2008;

     NOW, THEREFORE, in consideration of the premises and the mutual and dependent promises herein, the parties hereto agree as follows:

     1.  DEFERRED COMPENSATION . The Employee may file a written election with the Employer in the form attached to this Agreement or such other form as may be approved by the Employer to defer up to 12 percent (12%) of the Employee’s salary. Such amount shall be credited to a Deferred Compensation Account as provided in Section 2 hereof. This election to defer the receipt of salary must be made before the beginning of the calendar year for which the salary is earned and shall remain in effect, unless terminated or changed, or until the date the Employee ceases to be an employee of the Employer. Any election termination or change of a deferral election must be made on a form provided by the Employer for such purpose and may only be made with respect to salary which will be earned on and after the January 1 following the Employer’s receipt of such form provided that such form is received at least seven (7) days prior to the applicable January 1.

     2.  DEFERRED COMPENSATION ACCOUNT . The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or [her] beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or [her] beneficiary. The amount reflected in said Deferred

Compensation Account shall be available for the Employer’s general corporate purposes and shall be available to the Employer’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or [her] beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor [her] beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or [her] beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the “Trust”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to an Employee or beneficiary pursuant to this Agreement.

     The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

     3.  PAYMENT OF DEFERRED COMPENSATION

     (a)  Separation from Service On or After Attainment of Age 55 . If the Employee should separate from service on or after [her] attainment of age fifty-five (55) for any reason other than death or an account of “Cause” as defined in subsection (c) below, [she] shall be entitled to receive payment of the entire amount of [her] Deferred Compensation Account including an Interest Equivalent, as described below, in the form of an actuarially equivalent life annuity providing for equal annual payments for the life of the Employee. Such actuarially equivalent life annuity shall be computed on the basis of a mortality table that assumes a life expectancy of age eighty (80) and uses the Interest Factor described below (payment shall continue for the life of the Employee, even if the Employee continues to live past eighty (80)). If the Employee is a “specified employee” as that term is defined under Section 409A at the time of separation from service, the first annual annuity payment under this subsection shall be paid on the first day of the seventh month following the date of the Employee’s separation from service, and subsequent payments shall be made on anniversaries of that date. If the Employee is not a “specified employee” at the time of separation from service, the first annual payment under this subsection shall be paid on the first day of the month following the date of the Employee’s separation from service, and subsequent payments shall be made on anniversaries of that date.

     There shall be credited to the Employee’s Deferred Compensation Account as of each January 1 and July 1, commencing with [                                           ] until payment of such account begins, as additional deferred compensation, an Interest Equivalent equal

to fifty percent (50%) of the product of (i) the AAA Corporate Bond Yield Averages published by Moody’s Bond Survey for the Friday ending on or immediately preceding the applicable January 1 and July 1 plus [                      ] percentage points (the “Interest Factor”), multiplied by (ii) the balance of the Employee’s Deferred Compensation Account, including the amount of Interest Equivalent previously credited to such Employee’s account, as of the preceding day (i.e., December 31 or June 30). The Interest Factor used to compute the annuity payable upon the Employee’s separation from service on or after [her] attainment of age fifty-five (55) shall be calculated based upon the Interest Factor as of the January 1 or July 1 immediately preceding the date of the Employee’s separation from service, whichever shall fall nearer to the date of the Employee ^‘ s separation from service.

     (b)  Separation from Service Prior to Attainment of Age 55 . If the Employee should separate from service prior to [her] attainment of age fifty-five (55) for any reason other than death or on account of “Cause” as defined in subsection (c) below, the Employee shall be entitled to receive payment in a lump sum of the entire amount of [her] Deferred Compensation Account, including the same Interest Equivalent as described in subsection (a) above. If the Employee is a “specified employee” as that term is defined under Section 409A at the time of separation from service, payment under this subsection shall be made on the date which is six (6) months following the date payment would otherwise be made pursuant to the following sentence. If the Employee is not a “specified employee” at the time of separation from service, payment under this subsection shall be made on the third (3 ^rd ) day following separation from service.

     (c)  Separation from Service for Cause .

     (i) If the employment of the Employee is terminated by the Employer for Cause, the Employee shall be entitled only to a return of amounts deferred pursuant to Section 1 hereof.

     (ii) If the Employee is so terminated on or after age 55, payment shall be made in accordance with the terms of Section 3(a) above. However, the Employee shall not be entitled to the Interest Equivalent for any years prior to such termination, and such Interest Equivalent shall not be included in determining Employee’s benefit hereunder. An Interest Factor shall be utilized in calculating the amount of the annuity payable in accordance with the last sentence of subsection (a) above.

     (iii) If the Employee is so terminated prior to attainment of age 55, payment of the return of amounts deferred (excluding any Interest Equivalent) shall be made in a lump sum. If the Employee is a “specified employee” as that term is defined under Section 409A at the time of separation from service, payment under this subsection shall be made on the date which is six (6) months following the date payment would otherwise be made pursuant to the following sentence. If the Employee is not a “specified employee” at the time of separation from service, payment under this subsection shall be made on the third (3 ^rd ) day following separation from service.

     (iv) As used in this Agreement, the term “Cause” shall mean:

	(A)		the Employee’s rendering, while employed by the Employer, of any services, assistance or advice, either directly or indirectly, to any person, firm or organization competing with, or in opposition to, the Employer;
	(B)		the Employee’s allowing, while employed by the Employer, any use of [her] name by any person, firm or organization competing with, or in opposition to, the Employer; or
	(C)		willful misconduct by the Employee, including, but not limited to, the commission by the Employee of a felony or the perpetration by the Employee of a common law fraud upon the Employer.

     (d)  Death While Employed . Notwithstanding anything to the contrary contained in the foregoing, if the Employee should die while employed by the Employer, [her] beneficiary, designated pursuant to Section 4 hereof, shall receive in a lump sum, in lieu of the amount(s) otherwise payable to the Employee under this Agreement, a death benefit equal to the greater of (i) the Hypothetical Death Benefit, as defined in subsection (f) hereof, and (ii) the entire amount of [her] Deferred Compensation Account at the date of [her] death, assuming that an Interest Equivalent were credited to such account as of each January 1 and July 1, occurring after the first deferral hereunder until the date of death at the rate set forth in subsection (a) hereof. Such beneficiary shall receive such death benefit on the thirtieth (30 ^th ) day following the death of the Employee.

     (e)  Death After Separation from Service .

     (i) If the Employee should die after [her] separation from service, whether prior to or on or after attainment of age 55, and prior to the date on which payment of [her] Deferred Compensation Account has commenced in the form of an annuity in accordance with subsection (a) or has been paid in the form of a lump sum as provided in subsection (b), [her] beneficiary, designated pursuant to Section 4 hereof, shall receive in a lump sum, in lieu of the amount(s) otherwise payable to the Employee under this Agreement, a death benefit equal to the entire amount of the Employee’s Deferred Compensation Account, including the same Interest Equivalent as described in subsection (a) above, at the date of [her] death, provided that the Employee’s employment shall not have terminated on account of “Cause” as defined in subsection (c) hereof. In the event that the Employee should die after the termination of [her] employment for “Cause,” whether prior to or on or after attainment of age 55, and in either case prior to the date upon which payment of [her] Deferred Compensation Account has been made or has commenced, [her] beneficiary, designated pursuant to Section 4 hereof, shall receive a return of the amounts deferred (excluding any Interest Equivalent). No Interest Equivalent shall be credited to the Employee ^‘ s Deferred Compensation Account in the event of the Employee’s death after [her] termination on

account of “Cause” as provided in subsection (c) hereof. In either case, the Employee’s beneficiary shall receive such death benefit on the thirtieth (30 ^th ) day following the death of the Employee.

     (ii) If the Employee should die after [her] separation from service with the Employer on or after attainment of age 55 (not on account of “Cause”) and after the date on which payment of [her] Deferred Compensation Account and the Interest Equivalent set forth in subsection (a) hereof has commenced in the form of an annuity as provided in subsection (a), no additional benefits shall be payable under this Agreement after the Employee’s death except to the extent that the Employee did not receive prior to [her] death benefits in an amount equal to or greater than the Employee’s Deferred Compensation Account plus any Interest Equivalent credited thereto, as of the date of the Employee’s death. If the Employee dies prior to receiving benefits equal to or greater than the Employee’s Deferred Compensation Account plus any Interest Equivalent credited thereto as of the date of the Employee’s death, [her] beneficiary shall be entitled to a lump sum payment, thirty (30) days following Employee’s death, equal to the difference between benefits paid to the Employee hereunder and the Employee’s Deferred Compensation account, plus any Interest Equivalent credited thereto, as of the date of the Employee’s death.

     (iii) If the Employee should die after [her] separation from service with the Employer on or after attainment of age 55 on account of “Cause” and after the date payments have commenced to [her] in the form of an annuity as provided in subsection (c), no additional benefits shall be payable under this Agreement after the Employee’s death except to the extent the Employee did not receive prior to [her] death benefits in an amount equal to or greater than the amounts deferred (excluding any Interest Equivalent earned while employed). In such event, [her] beneficiary shall be entitled to a lump sum payment, thirty (30) days following Employee’s death, equal to the difference between benefits paid to the Employee hereunder and the amounts deferred (excluding any Interest Equivalent earned while employed).

     (iv) If the Employee should die after [her] separation from service with the Employer and after the date on which payment has been paid to [her] in the form of a lump sum pursuant to subsection (b) or (c), no additional benefits shall be payable upon the Employee’s death.

     (f)  Hypothetical Death Benefit . For purposes of this Agreement, the term “Hypothetical Death Benefit” shall mean a lump sum benefit equal to the proceeds of any policy of key-man life insurance on the life of the Employee, of which the Employer is owner and beneficiary, and which policy is designated by the Employer as subject to the provisions hereof, reduced by (i) the amount of any tax imposed on the Employer with respect to such proceeds and (ii) the cost to the Employer of any tax deductions postponed as a result of salary deferrals pursuant to Section 1 hereof and increased by (iii) the tax deduction to the Employer which would result from payment of the Hypothetical Death Benefit to a beneficiary of the Employee. For purposes of (ii) above, an opportunity cost factor of six (6) percent pre-tax interest will be applied during the

period of postponed deductions under (ii). The calculation of the Hypothetical Death Benefit shall be done by the Employer, whose calculation shall be final and binding on the Employee and [her] beneficiary. Anything herein to the contrary notwithstanding, the Employer shall not be required to purchase a policy of key-man life insurance on the life of any Employee, and any such policy purchased by the Employer, and all proceeds thereof, shall remain at all times available to the Employer’s general creditors.

     (g)  Termination of Employment . In order for the Employee to be considered to have terminated employment with the Employer, the Employee must have incurred a separation from service from the Employer (and all related companies) within the meaning of Section 409A, and the term termination of employment shall be construed and interpreted in a manner consistent with the term separation from service.

     4.  BENEFICIARY . The Employee has notified or will in the future notify the Employer of the person or persons entitled to receive payments on the death of the Employee. For the purposes of this Agreement, such person or persons are herein referred to collectively as the “beneficiary.” The person whom an Employee designates as [her] beneficiary for this purpose must be one of the following: the Employee ^‘ s spouse; father, mother, sister, brother, son or daughter. The beneficiary may also be a legal ward living with and dependent on the Employee at the time of [her] death. If the Employee dies and has not designated a beneficiary, [her] beneficiary shall be [her] spouse, if living; otherwise, [her] beneficiary shall be deemed to be [her] estate. An Employee’s beneficiary designation may be changed at any time by the Employee giving written notice to the Employer of such change. The rights of any beneficiary presently or hereafter designated are subject to any changes made in this Agreement by the Employee and the Employer.

     5.  WITHHOLDING . The Employer shall be permitted to withhold from any payment to the Employee or [her] beneficiary hereunder all federal, state or other taxes which may be required with respect to such payment.

     6. ARBITRATION . In the event that a dispute shall arise with respect to any of the provisions of this Agreement, either the Employer or the Employee or [her] beneficiary, as the case may be, may give written notice to the other stating the claims that said party desires to arbitrate, and naming an arbitrator. Within ten (10) days after the receipt of such notice, the party receiving same shall appoint a second arbitrator by written notice to be sent to the party who requested arbitration. Within ten (10) days after receipt of such notice of appointment of the second arbitrator, the two (2) arbitrators so appointed shall meet to select a third arbitrator and shall give written notice of such selection to the Employer and the Employee or [her] beneficiary. The decision of a majority of the arbitrators shall be conclusive and binding upon the Employer and the Employee or [her] beneficiary. All notices hereunder shall be by registered mail addressed to the last known address of the party entitled to receive notice. The Employer and the Employee shall each pay their own costs incurred in the arbitration proceeding.

     7.  MISCELLANEOUS .

     (a) This Agreement shall be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns. The Employer agrees that it will not be a party to any merger, consolidation or reorganization unless and until its obligations hereunder shall be expressly assumed by its successor or successors.

     (b) This Agreement may be amended at any time by mutual written agreement of the parties hereto, but no amendment shall operate to give the Employee, or any beneficiary designated by [her], either directly or indirectly, any interest whatsoever in any funds or assets of the Employer, except the right to receive the payments herein provided.

     (c) Deferrals under this Agreement may be suspended by the Employer effective as of any January 1, following the time that tax or other laws are enacted or interpreted which result or will result in costs to the Employer significantly in excess of those contemplated at the time of the execution hereof. In the event of such suspension, the Employer ^‘ s sole obligation shall be to pay to the Employee in accordance with Section 3 above. In no event may deferrals be ceased during a calendar year by action of either the Employer or the Employee, or both.

     (d) This Agreement shall not supersede any contract of employment, whether oral or written, between the Employer and the Employee, nor shall it affect or impair the rights and obligations of the Employer and the Employee, respectively, thereunder. Nothing contained herein shall impose any obligation on the Employer to continue the employment of the Employee.

     (e) If Moody’s Bond Survey shall cease to publish the Corporate Bond Yield Averages referred to in Section 3 hereof, a similar average selected by the Board of Directors of the Employer, in its sole discretion, shall be used.

     (f) This Agreement shall be executed in duplicate, and each executed copy of this Agreement shall be deemed an original.

     (g) This Agreement shall be construed in all respects under the laws of the State of Connecticut, subject to applicable federal law.

     (h) This Agreement has been prepared with reference to Section 409A and should be interpreted and administered in a manner consistent with Section 409A.

     (i) This Amendment and Restatement is effective as of January 1, 2008.

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

THE CONNECTICUT WATER COMPANY

				By
Date
						Its
Date				[                                           ]

Exhibit 10.5

SECOND AMENDMENT TO THE
CONNECTICUT WATER SERVICE, INC.
PERFORMANCE STOCK PROGRAM

(amended and restated as of April 26, 2002)

     WHEREAS, the Board of Directors of Connecticut Water Service, Inc. (the “Company”) adopted the Connecticut Water Service Inc. Performance Stock Program (the “Plan”) in 1994 and the Company’s shareholders approved the adoption of the Plan; and

     WHEREAS, the Plan was amended in 1999 and amended and restated in 2002 and further amended in 2005; and

     WHEREAS, the American Jobs Creation Act of 2004 added a new section 409A to the Internal Revenue Code of 1986, as amended; and

     WHEREAS, the Company wishes to amend the Plan to make it compliant with Section 409A and regulations issued thereunder (collectively, “Section 409A”).

     NOW, THEREFORE, the Plan is amended as set forth below, effective January 1, 2008:

     1. Section 8(c) is amended to read as follows:

     (c)  Payment of Performance Share or Cash Unit Awards . Performance or Cash Unit Awards shall be payable in that number of shares of Stock or that amount of cash determined in accordance with Section 8(b). The amount of any payment made in cash shall be based upon the Fair Market Value of the Stock on the business day prior to payment. Payments of Performance Unit Awards shall be made as soon as practicable after the completion of an Award Period; provided, however, that if a Participant makes the election described below, Performance Share or Cash Units (with any Cash Units being converted into equivalent Performance Shares) shall instead be credited to the

Participant’s Performance Share Account. Such credit of Performance Shares to a Participant’s Performance Share Account shall be made as of the same date as payment of the Award would have been made to the Participant had no prior election been made.

     (i) Elections. Any election to have an Award or a portion of an Award credited to a Performance Share Account shall be made on a written form provided by the Company for such purpose and shall only be effective with respect to Awards that may be made on and after the January 1 following the Company’s receipt of such form, provided that such form is received by the December 24 prior to the applicable January 1. Any such election shall be made only in increments of ten percent (10%) of the Award (rounded to the nearest whole share) and shall be effective only for Awards made during the year in which the election becomes effective.

     (ii) Performance Share Account. The Company shall maintain on its books and records a Performance Share Account to record its liability for future payments to the Participant or his beneficiary pursuant to the Plan. However, a Performance Share Account under the Plan shall constitute an unfunded arrangement; the Company shall not be required to segregate or earmark any of its assets for the benefit of the Participant or his beneficiary, and the amount reflected in a Performance Share Account shall be available for the Company’s general corporate purposes and shall be available to the Company’s general creditors. The amount reflected in a Performance Share Account shall not be subject in any manner to anticipation, alienation, transfer or assignment by the Participant or his or her beneficiary, and any attempt to anticipate, alienate, transfer or assign the same shall be void. Neither the Participant nor his or her beneficiary may assert any right or claim against any specific assets of the

Company in respect of a Performance Share Account, and the Participant and his or her beneficiary shall have only a contractual right against the Company for the amount reflected in a Performance Share Account.

     Notwithstanding the foregoing, in order to pay amounts which may become due under the Plan in respect of a Participant’s Performance Share Account, the Company may establish a grantor trust (hereinafter the “Trust”) within the meaning of Section 671 of the Code. Some or all of the assets of the Trust may be dedicated to providing benefits to the Participants pursuant to the Plan, but, nevertheless, all assets of the Trust shall at all times remain subject to the claims of the Company’s general creditors in the event of the Company’s bankruptcy or insolvency.

     (iii) Dividend Equivalents. On every date on which a dividend or other distribution is paid with respect to Common Stock, commencing with the first such payment date after the date on which a Performance Share is credited to a Participant’s Performance Share Account and continuing until such Performance Share is either forfeited or paid out, there shall be credited to the Participant’s Performance Share Account a Dividend Equivalent in respect of such Performance Share. A Dividend Equivalent shall mean, with respect to a whole Performance Share credited to a Participant’s Performance Share Account, a measure of value equal to the fractional share of Common Stock that could be purchased with the amount that would have been paid to the Participant as a dividend or other distribution if the Participant had owned a whole share of Common Stock in lieu of said whole Performance Share, the date of such deemed purchase being the dividend payment date. Dividend Equivalents are expressed in the form of Performance Shares.

     (iv) Participant Not a Stockholder . The Participant shall have no stockholder rights with respect to any shares of Common Stock in respect of which Performance Shares are credited to his or her Performance Share Account.

      (v) Payments in Respect of Performance Shares .

     1. Termination of Employment for Reasons Other than Death : In the event of a Participant’s Normal Termination or termination by reason of Disability without a payment date having been specified as provided below, such Participant shall be entitled to receive payment in respect of the entire amount then credited to his or her Performance Share Account. For purposes of this Section 8, Normal Termination or termination by reason of Disability shall be deemed to occur at the time the Participant experiences a “separation from service” as that term is defined under Section 409A of the Code. Such payment shall be made in the form of the number of shares of Common Stock equal to the number of whole Performance Shares then credited to the Participant’s Performance Share Account, with any fractional Performance Share being paid in cash determined on the basis of the value of a corresponding fractional share of Common Stock on the business day preceding the date of payment. Said shares of Common Stock and any cash amount shall be transferred to the Participant sixty (60) days after the Participant’s separation from service. Notwithstanding the foregoing sentence, if a Participant is a “specified employee” as defined under Section 409A of the Code, at the time of termination, payment hereunder shall be made six (6) months following the date on which the Participant would have been paid had he not been a specified employee on the date of termination.

     2. Death While Employed by the Company : In the event of a Participant’s death prior to separation from service, the Participant’s beneficiary shall be entitled to receive payment in respect of the entire amount then credited to his or her Performance Share Account. Such payment shall be made in the form of the number of shares of Common Stock equal to the number of whole Performance Shares then credited to the Participant’s Performance Share Account, with any fractional Performance Share being paid in cash determined on the basis of the value of a corresponding fractional share of Common Stock on the business day preceding the date of payment. Said shares of Common Stock and any cash amount shall be transferred to the Participant’s beneficiary sixty (60) days after the death of the Participant.

     3. Hardship Payment : Notwithstanding anything to the contrary herein, if the Committee, upon written petition of the Participant, determines in the Committee’s sole discretion, that the Participant has suffered an unforeseeable emergency (as hereinafter defined), the Participant shall be entitled to receive an amount not to exceed the lesser of (i) the amount reasonably necessary to satisfy the emergency need (including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution), as determined by the Committee; and (ii) the number of Whole Performance Share Units then credited to the Participant’s Performance Share Account. Such payment shall be made in cash. In the event of hardship payment in respect of the Participant’s entire Performance Share Account, any fractional Performance Share Unit shall be paid in cash determined on the

basis of the value of a corresponding fractional share of Common Stock on the business day preceding the date of payment. For purposes of the foregoing, an “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B); loss of the Participant’s property due to casualty (including the need to rebuilt a home not otherwise covered by insurance) or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant or the need to pay the funeral expenses of a spouse, beneficiary or a dependent (as defined in Section 152 of the Code without regard to Section 152(a)(1), (b)(2), and (d)(1)(B).

     2. Section 9(g) is amended in its entirety and the following is substituted in lieu thereof: [Intentionally omitted]

     3. This Amendment is effective as of January 1, 2008.

Exhibit 10.6

SECOND AMENDMENT TO THE
CONNECTICUT WATER SERVICE, INC.
2004 PERFORMANCE STOCK PROGRAM

     WHEREAS, the Board of Directors of Connecticut Water Service, Inc. (the “Company”) adopted the Connecticut Water Service, Inc. 2004 Performance Stock Program (the “Plan”) on January 7, 2004 and the Company’s shareholders approved the Plan, effective April 23, 2004; and

     WHEREAS, the Company reserved the right to the Compensation Committee of the Board of Directors to amend the Plan in Section 14 thereof; and

     WHEREAS, the Plan was previously amended by a First Amendment thereto, dated December 1, 2005; and

     WHEREAS, the American Jobs Creation Act of 2004 added a new section 409A to the Internal Revenue Code of 1986, as amended; and

     WHEREAS, awards made under the Plan are subject to Section 409A; and

     WHEREAS, the Company wishes to further amend the Plan to make it compliant with Section 409A and regulations issued thereunder (collectively, “Section 409A”).

     NOW, THEREFORE, the Plan is amended as set forth below. The effective date of this amendment is January 1, 2008.

     1. Section 2(j) is amended in its entirety to read as follows:

     “(j) “ Date of Grant ” means the date on which the granting of an Award is authorized.”

     2. Section 7(e) is stricken in its entirety and the following is substituted in lieu thereof: “[Intentionally omitted].”

     3. Section 7(i) is deleted in its entirety and the following is substituted in lieu thereof: “[Intentionally omitted].”

     4. Section 8 is amended to read as follows:

“8. Performance Share or Cash Units

     (a)  Award Grants . The Committee is authorized to establish performance programs to be effective over designated Award Periods determined by the Committee. The Committee may grant Awards of Performance Share Units or Performance Cash Units to Eligible Persons in accordance with such performance programs. The Committee shall determine the number of Performance Share Units of Performance Cash Units to be awarded, if any, to each Eligible person who is selected to receive such an Award. Before or within 90 days after the beginning of each Award Period to which the Performance Goals relate and on or before twenty-five percent (25%) of the period of service (as scheduled in good faith at the time the Performance Goals are established) has elapsed, the Committee shall establish written Performance Goals based upon financial objectives for the Company or a Subsidiary for such Award Period and a schedule relating to the accomplishment of the Performance Goals to the Awards to be earned by Participants, provided that the outcome is substantially uncertain at the time the Committee actually establishes the Performance Goals. Performance Goals may include absolute or relative growth in earnings per share, rate of return on stockholders’ equity, earnings per share, total stockholder return relative to peers, water quality, customer satisfaction, customer growth or other measurement of corporate performance and may be determined on an individual basis or by categories of Participants.

     (b)  Determination of Award . At the completion of an Award Period, or at other times as specified by the Committee, the Committee shall calculate the number of shares of Stock or amount of cash earned with respect to each Participant’s Performance

Share Unit or Performance Cash Unit, as applicable, by multiplying the number of Performance Share Units and Performance Cash Units, as applicable, granted to the Participant by a performance factor representing the degree of attainment of the Performance Goals.

     (c)  Payment of Performance Share or Cash Unit Awards . Performance Share Unit or Performance Cash Unit Awards shall be payable in the number of shares of Stock or that amount of cash determined in accordance with Section 8(b). The amount of any payment made in cash shall be based upon the Fair Market Value of the Stock on the business day prior to payment. Payments of Performance Cash Unit Awards shall be made between the March 1 and April 1 following completion of an Award Period. Performance Share Units shall be credited to the Participant’s Performance Share Account between the March 1 and April 1 following the completion of the Award Period and the requirements of any vesting schedule established by the Committee with respect to the Award have been satisfied.

     (i) Elections. Any election to have an Award or a portion of an Award credited to a Performance Share Account shall be made on a written form provided by the Company and shall be effective with respect to Awards that may be earned on and after the January 1 following the Company’s receipt of such form, provided that such form is received by the December 24 prior to the applicable January 1. Any such election shall be made only in increments of ten percent (10%) of the Award (rounded to the nearest whole share) and shall be effective only for Awards made during the year in which the election becomes effective.

     (ii) Performance Share Account . The Company shall maintain on its books and records a Performance Share Account to record its liability for future

payments to the Participant or his beneficiary pursuant to the Plan. However, a Performance Share Account under the Plan shall constitute an unfunded arrangement; the Company shall not be required to segregate or earmark any of its assets for the benefit of the Participant or his beneficiary, and the amount reflected in a Performance Share Account shall be available for the Company’s general corporate purposes and shall be available to the Company’s general creditors. The amount reflected in a Performance Share Account shall not be subject in any manner to anticipation, alienation, transfer or assignment by the Participant or his or her beneficiary, and any attempt to anticipate, alienate, transfer or assign the same shall be void. Neither the Participant nor his or her beneficiary may assert any right or claim against any specific assets of the Company in respect of a Performance Share Account, and the Participant and his or her beneficiary shall have only a contractual right against the Company for the amount reflected in a Performance Share Account.

     Notwithstanding the foregoing, in order to pay amounts which may become due under the Plan in respect of a Participant’s Performance Share Account, the Company may establish a grantor trust (hereinafter the “Trust”) within the meaning of Section 671 of the Code. Some or all of the assets of the Trust may be dedicated to providing benefits to the Participants pursuant to the Plan, but, nevertheless, all assets of the Trust shall at all times remain subject to the claims of the Company’s general creditors in the event of the Company’s bankruptcy or insolvency.

     (iii) Dividend Equivalents . On every date on which a dividend or other distribution is paid with respect to Common Stock, commencing with the first such payment date after the date on which a Performance Share Unit is credited to

a Participant’s Performance Share Account and continuing until such a Performance Share Unit is either forfeited or paid out, there shall be credited to the Participant’s Performance Share Account a Dividend Equivalent in respect of such Performance Share Unit. A Dividend Equivalent shall mean, with respect to a whole Performance Share Unit credited to a Participant’s Performance Share Account, a measure of value equal to the fractional share of Common Stock that could be purchased with the amount that would have been paid to the Participant as a dividend or other distribution if the Participant had owned a whole share of Common Stock in lieu of said whole Performance Share Unit, the date of such deemed purchase being the dividend payment date. Dividend Equivalents are expressed in the form of Performance Share Units.

     (iv) Participant Not a Stockholder . The Participant shall have no stockholder’s rights with respect to any shares of Common Stock in respect of which Performance Share Units are credited to his or her Performance Share Account.

     (v) Payments in Respect of Performance Shares .

     1. Separation from Service for Reasons Other than Death . In the event of a Participant’s Normal Termination or termination by reason of Disability, such Participant shall be entitled to receive payment in respect of the entire amount then credited to his or her Performance Share Account. For purposes of this Section 8, a Normal Termination or termination by reason of Disability shall be deemed to occur at the time the Participant experiences a separation from service, as that term is defined under Section 409A of the Code. Such payment shall be made in the form of the number of shares of Common Stock equal to the number of

whole Performance Share Units then credited to the Participant’s Performance Share Account, including related Dividend Equivalents, with any fractional Performance Share Unit being paid in cash determined on the basis of the value of a corresponding fractional share of Common Stock on the business day preceding the date of payment. Said shares of Common Stock and any cash amount shall be transferred to the Participant sixty (60) days after the Participant’s separation from service. Notwithstanding the foregoing the foregoing sentence, if a Participant is “a specified employee,” as defined under Section 409A of the Code, at the time of termination, payment hereunder shall be made six (6) months following the date on which the Participant would have been paid, had he not been a specified employee on the date of termination.

     2. Death While Employed by the Company . In the event of a Participant’s death prior to separation from service, the Participant’s beneficiary shall be entitled to receive payment in respect of the entire amount then credited to his or her Performance Share Account. Such payment shall be made in the form of the number of shares of Common Stock equal to the number of whole Performance Share Units then credited to the Participant’s Performance Share Account, with any fractional Performance Share Unit being paid in cash determined on the basis of the value of a corresponding fractional share of Common Stock on the business day preceding the date of payment. Said shares of Common Stock and any cash amount shall be transferred to the Participant’s beneficiary sixty (60) days after the death of the Participant.

     3. Hardship Payment . Notwithstanding anything to the contrary herein, if the Committee, upon written petition of the Participant, determines, in the Committee’s sole discretion, that the Participant has suffered an unforeseeable emergency (as hereinafter defined), the Participant shall be entitled to receive, at the time of such determination, an amount not to exceed the lesser of (1) the amount reasonably necessary to satisfy the emergency need (including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution), as determined by the Committee; and (ii) the number of Whole Performance Share Units then credited to the Participant’s Performance Share Account. Such payment shall be made in cash. In the event of a hardship payment in respect of the Participant’s entire Performance Share Account, any fractional Performance Share Unit shall be paid in cash determined on the basis of the value of a corresponding fractional share of Common Stock on the business day preceding the date of payment. For purposes of the foregoing, an “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance) or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or the need to pay for the funeral expenses of a

spouse, a beneficiary or a department (as defined in Section 152 of the Code without regard to Section 152(a)(1), (b)(2), and (d)(1)(B)).

     (d)  Adjustment of Performance Goals . The Committee may, during the Award Period, make such adjustments to Performance Goals as it may deem appropriate, to compensate for, or reflect (i) extraordinary or non-recurring events experienced during an Award Period by the Company or by any other corporation whose performance is relevant to the determination of whether Performance Goals have been attained; (ii) any significant changes that may have occurred during such Award Period in applicable accounting rules or principles or changes in the Company’s method of accounting or in that of any other corporation whose performance is relevant to the determination of whether an Award has been earned; (iii) any significant changes that may have occurred during such Award period in tax laws or other laws or rules or regulations that alter or affect the computation of the measures of Performance Goals used for the calculation of Awards; or (iv) any other factors which the Committee deems appropriate; provided, however, that no such change may increase the amount of an Award that would otherwise be payable to any Covered Employee.”

     5. Section 9(g) is deleted in its entirety and the following is substituted in lieu thereof: “[Intentionally omitted].”

     6. Section 11(q) (iii) is deleted in its entirety and the following is substituted in lieu thereof: “[Intentionally omitted].”

     7. Section 11(t) is deleted in its entirety and the following is substituted in lieu thereof: “[Intentionally omitted].”

     8. Except as hereby amended, the Plan remains in full force and effect.

     9. This Amendment is effective as of January 1, 2008.

Exhibit 10.7

CONNECTICUT WATER SERVICE, INC.
THE CONNECTICUT WATER COMPANY
DIRECTORS’ DEFERRED COMPENSATION PLAN

Amended and Restated Effective as of January 1, 2008

1.		PURPOSE OF THE PLAN
		The purpose of the Directors’ Deferred Compensation Plan (hereinafter referred to as the “Plan”) is to provide a procedure whereby a member of the Board of Directors of The Connecticut Water Company and of Connecticut Water Service, Inc. (hereinafter collectively referred to as the “Company”) who is not an employee of the Company (hereinafter referred to as a “Director”) may defer the payment of all or a specified part of the compensation payable to the Director for services as a Director of The Connecticut Water Company and of Connecticut Water Service, Inc., including compensation payable to a Director for services as a member of a Committee of said Boards.
		This document amends and restates the Plan, effective as of January 1, 2008. The primary purpose for this amendment and restatement is to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) which was added by the American Jobs Creation Act of 2004.
2.		APPLICABILITY
		This amended and restated Plan shall have no applicability with respect to former Directors whose entire benefits were earned and vested as of December 31, 2004. The provisions of the Plan as in effect prior to this amendment and restatement shall continue to apply with respect to such former Directors, if any, without modification. It is intended that the benefits of these former Directors shall be “grandfathered” and shall not be subject to Section 409A of the Code.
3.		ELECTION TO DEFER
		A Director may elect to defer receipt of payment of all or a specified portion of all cash compensation payable to the Director for services as a Director earned during the calendar year. Such election must be made by the December 31 preceding the year in which the compensation is earned. Such election will remain in effect for the calendar year and succeeding calendar years until the Director ceases to be a Director or until the election to defer is terminated pursuant to Section 7 below. Any such elections shall be made by written notice delivered to the Secretary of the Company.

4.		DIRECTORS’ ACCOUNTS
		All deferred compensation shall be held in the general funds of the Company and shall be credited to each Director’s account. On the first day of each month, interest shall be credited to each such account calculated on the basis of the balance in such account on the first day of each month and at the monthly rate equal to one twelfth of the “return on rate base” of the most recent rate decision for The Connecticut Water Company.
5.		PAYMENT FROM DIRECTORS’ ACCOUNTS
		The aggregate amount of deferred compensation, together with interest accrued thereon, credited to the account of any Director shall be paid in a lump sum. The lump sum shall be paid sixty (60) days following termination of the Director’s service as a Director, provided such termination constitutes a “separation from service” under Section 409A of the Code and regulations issued thereunder; otherwise 60 days following the date such separation from service occurs.
6.		PAYMENT IN EVENT OF DEATH
		If a Director should die before all deferred amounts credited to the Director’s account have been distributed, the balance of any deferred compensation and interest then in the Director’s account shall be paid to the Director’s designated beneficiary in a lump sum sixty (60) days after the date of the Director’s death. If such Director did not designate a beneficiary or in the event that the beneficiary designated by such Director shall have predeceased the Director, the balance in the Director’s account shall be paid to the Director’s estate in a lump sum sixty (60) days after the date of the Director’s death.
7.		TERMINATION OF ELECTION
		A Director may terminate an election to defer payment of compensation by written notice delivered to the Secretary of the Company. Such termination shall become effective as of the end of the calendar year in which notice of termination is given with respect to cash compensation payable for services as a Director earned during subsequent calendar years. Amounts credited to the account of a Director prior to the effective date of termination shall not be affected thereby and shall be paid only in accordance with paragraphs 5 and 6 above.
8.		NONASSIGNABILITY
		All rights to payments under this Plan are not subject in any manner to anticipation, alienation, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Director or the Director’s spouse or other beneficiary.

9.		INTERPRETATION AND AMENDMENT
		The Plan shall be administered by the Boards of the Directors of the Company. The decision of the Boards of Directors with respect to any questions arising as to the interpretation of this Plan, including the severability of any and all of the provisions thereof, shall be final, conclusive and binding. The Boards of Directors reserve the right to amend this Plan from time to time, provided, however that no amendment of this Plan shall operate to annul an election already in effect for the then current calendar year.
		This Agreement has been prepared with reference to Section 409A of the Code and should be interpreted and administered in a manner consistent with Section 409A.
10.		PAYMENTS
		Payments pursuant to this Plan shall be made by the Company out of its general corporate assets. Neither a Director nor any beneficiary or spouse of a Director may assert any right or claim against any specified assets of the Company. The Director and any such beneficiary or spouse shall have the status of general unsecured creditors of the Company and shall have only contractual rights against the Company for amounts credited to an account pursuant to this Plan.

Executed this          day of                    , 2007.