LONG-TERM PERFORMANCE AWARD AGREEMENT

Exhibit 10.2

LONG-TERM PERFORMANCE AWARD AGREEMENT
(Under the Connecticut Water Service, Inc.
2004 Performance Stock Program)

     THIS AGREEMENT, made and entered into as of the 11th day of January, 2006 (the “Grant Date”) by and between CONNECTICUT WATER SERVICE, INC., a Connecticut corporation, (the “Company”), and                                                              (“Participant”).

W I T N E S S E T H :

     WHEREAS, the Company has determined that the Participant is an Eligible Person under the Company’s 2004 Performance Stock Program (the “Plan”); and

     WHEREAS, the Committee wishes to grant to the Participant a Performance Share or Cash Unit Award, as hereinafter described (the “LTP Award”);

     NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

     1.  Capitalized Terms . All capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

     2.  Long-Term Incentive Award .

          (a) Subject to the terms and conditions of the Plan and this Agreement, the Company hereby awards to the Participant an LTP Award which shall entitle the Participant to payment of a bonus based upon the achievement of Performance Goals established by the Committee, a bonus computation formula and other factors set forth in Exhibit A to this Agreement which is incorporated herein by reference. The LTP Award shall be subject to forfeiture as described in Section 5 of this Agreement.

          (b) In order for the Participant to be eligible to receive the bonus which the Participant may otherwise earn pursuant to the LTP Award, the Participant must execute and deliver a copy of this Agreement and a copy of Exhibit A to the Company within ten (10) business days of the date on which the Participant has received this Agreement. In the event that this Agreement is executed by the Company and the Participant prior to the completion of Exhibit A , the Company and the Participant shall complete Exhibit A within a reasonable time. The Participant shall not be entitled to any bonus under this Agreement except in accordance with the achievement of the Performance Goals and other factors with respect to such bonus set forth on Exhibit A to this Agreement. For purposes of this Agreement, “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 the Company’s performance.

          (c) At the completion of the applicable Award Period (or as promptly as practicable thereafter), the Committee shall determine the extent to which such Performance Goals have been achieved, and shall calculate the amount of Performance Share or Cash Units earned with respect to Participant’s LTP Award hereunder. The amount of the LTP Award hereunder shall become earned or forfeited, as the case may be, as of the date of such determination.

          (d) Notwithstanding the acceptance of Exhibit A by the Company and the Participant, as evidenced by their execution and attachment hereto of a copy thereof, the Performance Goals applicable to the LTP Award may be adjusted as the Committee deems necessary or appropriate in the manner permitted by and subject to the Plan.

3. Payment; Vesting.

          (a) Unless the Participant executes the Deferral Election Form attached as Exhibit B hereto, the LTP shall be paid in Performance Cash Units. By executing the Deferral Election Form attached as Exhibit B , the Participant consents to payment of the LTP Award in Performance Share Units, which shall be credited to the Participant’s Performance Share Account in accordance with the terms of the Plan. Payment from the Participant’s Performance Share Account shall thereafter be made in accordance with the terms of the Plan.

          (b) Twenty-five percent (25%) of the earned portion of the LTP Award shall be, in the case of an LTP Award of Performance Cash Units, paid to the Participant on or after the March 1 ^st following the end of the Award Period (but in no event later than the December 1 ^st following the end of the Award Period), or in the case of an LTP Award of Performance Share Units, credited to the Participant’s Performance Share Account on or after the March 1 ^st following the end of the Award Period (but in no eve