AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

     This Agreement, made this 2nd day of January 2007 by and between THE CONNECTICUT WATER COMPANY (hereinafter referred to as the “Employer”) and MARSHALL T. CHIARALUCE (hereinafter referred to as the “Employee”).

WITNESSETH THAT:

     WHEREAS, the Employee is and is expected 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

     WHEREAS, the Company and the Employee entered into a Supplemental Executive Retirement Agreement dated December 16, 1991, as amended by a First Amendment dated August 13, 1999, and a Second Amendment dated December 17, 2003; 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 to change certain definitions.

     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, as follows:

     a.  Normal or Deferred Retirement . If, upon or after the Employee’s attainment of age 65, the Employee’s employment shall be terminated 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, and further reduced by (c) the annual benefit payable to the Employee, under the South Central Connecticut Regional Water Authority Salaried Employees’ Retirement Plan, in the form of a single life annuity for the life

of 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. 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 retirement, even though actual payment is 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’s employment shall be terminated 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 the Employee under the South Central Connecticut Regional Water Authority Salaried Employees’ Retirement Plan, 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, (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, including awards made prior to the time the change in the definition of Average Earnings was adopted, and (4) Director’s fees paid to Employee not otherwise included in the definition of Average Earnings, including such fees paid prior to the date of this Amended and Restated Agreement. Notwithstanding the foregoing, in no event shall awards which are long-term awards or PARSAs be t