CONNECTICUT WATER SERVICE INC / CT
3RD AMENDMENT TO EMPLOYEES RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.13.3
<SEQUENCE>8
<FILENAME>y84639exv10w13w3.txt
<DESCRIPTION>3RD AMENDMENT TO EMPLOYEES RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                 EXHIBIT 10.13.3

                               THIRD AMENDMENT TO
                          THE CONNECTICUT WATER COMPANY
                           EMPLOYEES' RETIREMENT PLAN

  (as amended and restated as of January 1, 1997, except as otherwise provided
                                    herein)

         1.       The second unnumbered paragraph of Section 4.4 is amended by
the addition of the following sentence at the end thereof:

                  "For Plan Years beginning on or after January 1, 2001, for
         purposes of applying the limitations described in this Section 4.4,
         Compensation paid or made available during such Limitation Year shall
         include elective amounts that are not includable in the gross income of
         the Employee by reason of Section 132(f)(4) of the Code."

         2.       Paragraph (e) of Section 10.3, as set forth in the Second
Amendment, is amended to read as follows:

                  "(e) Lump Sum Option - The Actuarial Equivalent of the
         Participant's Retirement Income, determined without regard to any early
         retirement subsidy, may be payable in a single sum in lieu of any other
         benefits under the Plan. It is the intent of the Employer that this
         lump sum benefit may be payable following separation from service and
         prior to attainment of Early or Normal Retirement Date, as well as on
         or after attainment of such dates. If any such payment is made prior to
         attainment of Early or Normal Retirement Date, the Participant, if
         married, will be offered a 50% Contingent Annuitant Option with his
         Spouse as Contingent Annuitant; and if single, a Straight Life Annuity.
         The amount of any such annuity benefit prior to Early or Normal
         Retirement Date will be calculated to be Actuarially Equivalent to the
         amount of the lump sum payment, utilizing the assumptions for Actuarial
         Equivalent for lump sum payments. The Participant (with the consent of
         his spouse, if applicable) must waive payment in the form of an annuity
         in order to receive payment of a lump sum in such instance. If the
         Participant elects to receive his Retirement Income at that time and if
         no such waiver occurs, payment would be in the form of a 50% Contingent
         Annuitant Option (with his Spouse as Contingent Annuitant) or a
         Straight Life Annuity, as the case may be."

         3.       Section 10.4 is amended to read as follows:

                  "10.4 General Limitation. All distributions under this Article
         shall be determined and made in accordance with Section 401(a)(9) of
         the Code and any regulations issued thereunder, including the minimum
         distribution incidental benefit requirement of Section 1.401(a)(9)-2 of
         the proposed income tax regulations or any successor regulation
         thereto. If the Participant's interest is being distributed in the form
         of a joint and survivor annuity for the joint lives of the Participant
         and a nonspouse beneficiary, annuity payments to be made on or after
         the Participant's required beginning date to the designated beneficiary
         after the Participant's death must not at any time exceed the
         applicable percentage of the annuity payment for such period that would
         have been payable to the Participant using

<PAGE>

         the table set forth in Q & A A-6 of section 1.401(a)(9)-2 of the
         proposed income tax regulations, or any successor regulation thereto."

         4.       Section 13.6 is amended to read as follows, effective January
1, 2001:

                  "13.6    Special Limitations.

                  (a)      In the event of Plan termination, the benefit of any
         Highly Compensated Employee (and any Highly Compensated Former
         Employee) is limited to a benefit that is nondiscriminatory under
         Section 401(a)(4) of the Code.

                  (b)      The annual payments to an Employee described in
         paragraph (c) below are restricted to an amount equal in each year to
         the payments that would be made on behalf of the Employee under a
         straight life annuity that is the actuarial equivalent of the sum of
         the Employee's accrued benefit and the Employee's other benefits under
         the Plan (other than a social security supplement), and the amount of
         payments that the Employee is entitled to receive under a social
         security supplement, if any. The restrictions in this paragraph (b) do
         not apply, however, if:

                  (i)      After payment to an Employee described in paragraph
         (c) of this Section 13.6 of all benefits payable to the Employee under
         the Plan, the value of Plan assets equals or exceeds 110 percent of the
         value of current liabilities as defined in Section 412(l)(7) of the
         Code, or

                  (ii)     The value of the benefits payable to the Employee
         under the Plan for an Employee described in paragraph (c) below is less
         than 1 percent of the value of current liabilities before distribution,
         or

                  (iii)    The value of benefits payable to the Employee under
         the Plan for any employee described in paragraph (c) below does not
         exceed the amount described in Section 411(a)(11)(A) of the Code
         (restrictions on certain mandatory distributions).

                  (c)      The Employees whose benefits are restricted on
         distribution include all Highly Compensated Employees and Highly
         Compensated Former Employees. In any one year, the total number of
         Employees whose benefits are subject to restriction under this Section
         13.6 is limited to the group of 25 Non-excludable Employees and former
         Employees with the greatest compensation in the current year or any
         prior year.

                  (d)      For purposes of this Section 13.6, "benefit"
         includes, among other benefits, loans in excess of the amounts set
         forth in Section 72(p)(2)(A) of the Code, any periodic income, any
         withdrawal values payable to a living Employee or former Employee, and
         an death benefits not provided for by insurance on the Employee's or
         former Employee's life."

         5.       Section 15.1 is amended to read as follows:

                                       -2-

<PAGE>

                  "15.1 Compensation. Compensation of an Employee as defined in
         Section 4.4 hereof (subject to any limitation prescribed under Section
         401(a)(17) of the Code)."

         6.       Except as hereinabove modified and amended, the Plan, as
amended, shall remain in full force and effect.

         7.       This Amendment is effective as of January 1, 2001.

556419

                                      -3-

<PAGE>

                                                                 EXHIBIT 10.13.3

                                   CERTIFICATE

         The undersigned hereby certifies that The Connecticut Water Company
Employees' Retirement Plan, as amended and restated effective as of January 1,
1997, except as otherwise provided therein, was duly amended by the Board of
Directors of The Connecticut Water Company by a Third Amendment on
_____________________ and the Plan, as so amended, is in full force and effect.

_____________________                               ____________________________
Date

                                                    ____________________________
                                                    Title


</TEXT>
</DOCUMENT>
