CONNECTICUT WATER SERVICE INC / CT
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9.1
<SEQUENCE>5
<FILENAME>y84639exv10w9w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.9.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                          THE CONNECTICUT WATER COMPANY
                         CONNECTICUT WATER SERVICE, INC.

                                       AND

                                 KEVIN T. WALSH

<PAGE>

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of January 9, 2002, 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 Kevin T. Walsh, a resident of Connecticut
("Employee").

                                   WITNESSETH:

         WHEREAS, Employee has been and continues to be employed by Company and
Parent in an Employee capacity and has entered into an Employment Agreement
between Employee and Company and Parent dated as of the January 9, 2002 which
becomes effective upon a "Change-in-Control," as defined herein, of Company or
Parent; and

         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, 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, 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 the President and CEO of the Company;

<PAGE>

                  (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.

<PAGE>

                  (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.

<PAGE>

         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
bonus, 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.

<PAGE>

         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 Employee 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.

<PAGE>

                  (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 16 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.

<PAGE>

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.

                  (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 only 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 Employee set forth in Paragraphs 8 and 9 below to be determined by
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), (vii), (viii), (ix) and (xi) hereinbelow. The benefits otherwise payable to
Employee pursuant to said subparagraphs shall be offset by the amount, if any,
payable to Employee in respect of the covenants by Employee set forth in
Paragraphs 8 and 9 below. Notwithstanding the foregoing, if any benefit
otherwise payable to Employee pursuant to said subparagraphs would be offset by

<PAGE>

the amount payable to Employee in respect of the covenants set forth in
Paragraphs 8 and 9 below, Employee may elect to receive such benefit, but the
amount payable to Employee in respect of the covenants by Employee set forth in
Paragraphs 8 and 9 below shall be reduced by the value of such benefit. Said
amount paid in consideration of the covenants by Employee set forth in
Paragraphs 8 and 9 below shall be paid in cash in a lump sum in the month next
following Employee's date of termination of employment and shall be treated as a
supplemental wage payment under applicable Treasury Regulations subject to
federal tax withholding at the flat percentage rate applicable thereto.

                           (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. There shall be
subtracted from the aggregate amount determined in accordance with the
immediately preceding sentence the amount, if any, payable to Employee under any
then effective severance pay plan of Company. Such resulting amount shall be
payable in equal installments over the three (3)-year period commencing on the
date of termination of employment in accordance with the normal payroll
practices of Company or, at Company's option, the entire amount determined
without any discount shall be paid in cash in a lump sum in the month next
following Employee's date of termination of employment and shall be treated as a
supplemental wage payment 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) at a rate, as a percentage of salary,
equal to the rate at which Employee had made contributions to said plan(s) in
the plan year immediately preceding Employee's termination, to be payable in a
lump sum to Employee within thirty (30) days after the expiration of the
non-competition period specified in Paragraph 9(a) of this Agreement, 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 within thirty

<PAGE>

(30) days after the expiration of the non-competition period specified in
Paragraph 9(a) of this Agreement, 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, within thirty (30) days after the expiration
of the non-competition period specified in Paragraph 9(a) of this Agreement,
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 at least equal to the most favorable of those provided by Company or
Parent to disabled employees in accordance with the most favorable plans,
programs, practices and policies of Company or Parent 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 on the date of Employee's Disability
with respect to other key employees of Company or Parent.

                           (viii) During the three (3)-year period commencing
on the date of termination, or such longer period as any plan, program, practice
or policy may provide, Employee shall continue to participate in all life,
health, disability and similar welfare benefit plans and programs of Company to
the extent that such continued participation is possible under the general terms
and provisions of such plans and programs, and Employee shall be credited with
additional service attributable to the three (3)-year period commencing on the
date of termination for purposes of determining eligibility to participate in
any such plans or programs maintained by Company for retirees, with Company and
Employee paying the same portion of the cost of each such plan or program as
existed at the time of Employee's termination. In the event that Employee's
continued participation (or commencement of participation for plans or programs
for retirees) is not permitted, then in lieu thereof, Company shall acquire,
with the same cost sharing, individual insurance policies providing comparable
coverage for Employee; provided, however, that Company shall not be obligated to
pay more than three (3) times

<PAGE>

Company's current cost for comparable group coverage. If any such individual
coverage is unavailable, then Company shall pay to Employee annually for the
three (3)-year period commencing on the date of termination an amount equal to
the sum of the average annual contributions, payments, credits, or allocations
made by Company for such coverage on Employee's behalf (or the average such
contributions, payments, credits, or allocations for retirees, in the case of
retiree coverage) over the three (3) calendar years preceding the date of
termination of Employee's employment.

                           (ix) During the three (3)-year period commencing on
the date of termination, Employee shall continue to receive such perquisites,
other than those specified in the preceding subparagraphs above, as Employee was
receiving at the date of termination of employment with, to the extent
applicable, the same cost sharing with Company as was in effect immediately
prior to Employee's termination of employment.

                           (x) 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.

          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

<PAGE>

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.

                  (d)      The provisions of this Paragraph 9 shall not apply if
Company and Parent shall be prohibited under Paragraph 15 below from making any
payments to Employee pursuant to Paragraph 7 above.

         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.

<PAGE>

         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.      REGULATORY LINIITATION. Notwithstanding any other provision of
this Agreement, Company shall not be obligated to make, and Employee shall have
no right to receive, any payment, benefit or amount under this Agreement which
would violate any law, regulation or regulatory order applicable to Company or
Parent at the time such payment, benefit or amount is due ("Prohibited
Payment"). If and to the extent Company shall at a later date be relieved of the
restriction on its ability to make any Prohibited Payment, then at such time
Company or Parent shall promptly make payment of any such amounts to Employee.

         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 and shall entitle Employee to compensation and benefits from
Company and Parent in the same amount and on the same terms as Employee would be
entitled hereunder if Employee had terminated employment for Good Reason, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the date on which Employee's
employment with Company was terminated. As used in this Agreement, "Company" and

<PAGE>

"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.      SEVERABILIT. 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.

         IN WITNESS WHEREOF, Company and Parent have caused this Agreement to be
executed by a duly authorized officer, and Employee has hereunto set Employee's
hand, this 9th day of January, 2002.

                                             The Connecticut Water Company

                                             By: /s/ Michele G. Diacri
                                                 ---------------------
                                                 Corporate Secretary

                                             Connecticut Water Service Inc

                                             By: /s/ Kevin T. Walsh
                                                 ------------------
                                                 Employee

<PAGE>

                                                                    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;

<PAGE>

         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: ______________________

<PAGE>

                                    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


</TEXT>
</DOCUMENT>
