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Employment Agreement

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of March 20, 2006, 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 Eric W. Thornburg, a resident of Old Saybrook, Connecticut (Employee).

WHEREAS, Company and Parent desire to reward Employee for Employees valuable, dedicated service to Company and Parent should Employees service be terminated under circumstances hereinafter described: and

WHEREAS, Employee has been and continues to be employed by Company and Parent in an Employee capacity and the parties wish to enter into an Employment Agreement between Employee and Company and Parent dated as of March 20, 2006 which becomes effective upon a Change-in-Control, as defined herein, of Company or Parent; and

WHEREAS, Employee, Company and Parent are willing to enter into this Employment Agreement (Agreement) on the terms herein set forth;

NOW, THEREFORE, to assure Company and Parent of Employees continued dedication and the availability of Employees 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 Employees valuable dedicated service to Company and Parent should Employees service be terminated under circumstances hereinafter described, and for other good and valuable consideration, the receipt and adequacy of which each party acknowledges, effective March 15, 2006, 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 Employees serious, willful misconduct in respect of Employees 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 by a vote of at least seventy-five percent (75%) of all of the Directors (excluding Employee) of each of Companys and Parents Board of Directors;

(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 Companys or Parents 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 Companys or Parents 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.

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