AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

This Agreement, made this _____ day of _________, 2008 by and between THE CONNECTICUT WATER COMPANY (hereinafter referred to as the "Employer") and [___________________] (hereinafter referred to as the "Employee").

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 [he] reaches retirement, and

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

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, 2009, as follows:

a.            Normal or Deferred Retirement .  If, upon or after the Employee's attainment of age 65, the Employee shall separate from service and [he] 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 [his] 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 [he] 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 [his] 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 [his] 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.  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.  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 [he] has experienced a separation from service as defined in Section 409A of the Code.

d.            Disability Benefit .  If the Employee shall incur a separa