10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

TO

Commission File Number 0-8084

Connecticut Water Service, Inc.

(Exact name of registrant as specified in its charter)

Connecticut (State or other jurisdiction of incorporation or organization)	06-0739839 (I.R.S. Employer Identification No.)
93 West Main Street, Clinton, CT (Address of principal executive offices)	06413 (Zip Code)

(860) 669-8636

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes xNo ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨ (Do not check if smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

10,982,430

Number of shares of common stock outstanding, March 31, 2013

(Includes 169,708 common stock equivalent shares awarded under the Performance Stock Programs) 

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

Financial Report

March 31, 2013

TABLE OF CONTENTS

Part I, Item 1:  Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	3
Condensed Consolidated Statements of Income for the three months ended March 31, 2013 and 2012	4
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012	5
Condensed Consolidated Statements of Retained Earnings for the three months ended March 31, 2013 and 2012	6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012	7
Notes to Condensed Consolidated Financial Statements	8
Part I, Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Part I, Item 3:  Quantitative and Qualitative Disclosures About Market Risk	24
Part I, Item 4:  Controls and Procedures	25
Part II, Item 1:  Legal Proceedings	25
Part II, Item 1A:  Risk Factors	25
Part II, Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds	25
Part II, Item 6:  Exhibits	26
Signature Page Exhibit 31.1 Exhibit 31.2 Exhibit 32 Exhibit 101.INS Exhibit 101.SCH Exhibit 101.CAL Exhibit 101.DEF Exhibit 101.LAB Exhibit 101.PRE	27

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

ASSETS	March 31, 2013			December 31, 2012
Utility Plant	$	614,985		$	611,787
Construction Work in Progress	9,005			7,734
	623,990			619,521
Accumulated Provision for Depreciation	(174,398		)	(171,610		)
Net Utility Plant	449,592			447,911
Other Property and Investments	6,697			6,394
Cash and Cash Equivalents	9,076			13,150
Accounts Receivable (Less Allowance, 2013 - $1,086; 2012 - $1,058)	11,070			11,526
Accrued Unbilled Revenues	7,081			7,233
Materials and Supplies, at Average Cost	1,602			1,629
Prepayments and Other Current Assets	4,316			2,824
Total Current Assets	33,145			36,362
Restricted Cash	9,821			9,820
Unamortized Debt Issuance Expense	7,204			7,411
Unrecovered Income Taxes - Regulatory Asset	10,528			9,871
Pension Benefits - Regulatory Asset	18,757			18,319
Post-Retirement Benefits Other Than Pension - Regulatory Asset	2,862			3,022
Goodwill	31,685			31,685
Deferred Charges and Other Costs	7,964			8,180
Total Regulatory and Other Long-Term Assets	88,821			88,308
Total Assets	$	578,255		$	578,975
CAPITALIZATION AND LIABILITIES
Common Stockholders' Equity:
Common Stock Without Par Value:
Authorized - 25,000,000 Shares - Issued and Outstanding:
2013 - 10,982,430; 2012 - 10,939,486	$	135,443		$	134,873
Retained Earnings	51,756			51,804
Accumulated Other Comprehensive Loss	(1,305		)	(1,328		)
Common Stockholders' Equity	185,894			185,349
Preferred Stock	772			772
Long-Term Debt	177,941			178,475
Total Capitalization	364,607			364,596
Current Portion of Long-Term Debt	1,314			1,304
Interim Bank Loans Payable	1,041			1,660
Accounts Payable and Accrued Expenses	5,920			10,016
Accrued Taxes	875			—
Accrued Interest	1,451			889
Other Current Liabilities	1,781			2,008
Total Current Liabilities	12,382			15,877
Advances for Construction	31,226			31,030
Contributions in Aid of Construction	77,395			77,372
Deferred Federal and State Income Taxes	41,944			40,869
Unfunded Future Income Taxes	10,097			8,992
Long-Term Compensation Arrangements	37,996			36,430
Unamortized Investment Tax Credits	1,472			1,490
Other Long-Term Liabilities	1,136			2,319
Total Long-Term Liabilities	201,266			198,502
Commitments and Contingencies
Total Capitalization and Liabilities	$	578,255		$	578,975

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

3

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

(In thousands, except per share amounts)

	2013			2012
Operating Revenues	$	19,729		$	18,540
Operating Expenses
Operation and Maintenance	10,378			9,635
Depreciation	2,704			2,387
Income Taxes	1,128			979
Taxes Other Than Income Taxes	2,160			1,988
Total Operating Expenses	16,370			14,989
Net Operating Revenues	3,359			3,551
Other Utility Income, Net of Taxes	206			176
Total Utility Operating Income	3,565			3,727
Other Income (Deductions), Net of Taxes
Non-Water Sales Earnings	386			350
Allowance for Funds Used During Construction	54			56
Other	(61		)	(143		)
Total Other Income, Net of Taxes	379			263
Interest and Debt Expense
Interest on Long-Term Debt	1,787			1,920
Other Interest Charges, Net	(543		)	77
Amortization of Debt Expense	87			83
Total Interest and Debt Expense	1,331			2,080
Net Income	2,613			1,910
Preferred Stock Dividend Requirement	9			9
Net Income Applicable to Common Stock	$	2,604		$	1,901
Weighted Average Common Shares Outstanding:
Basic	10,803			8,651
Diluted	10,965			8,781
Earnings Per Common Share:
Basic	$	0.24		$	0.22
Diluted	$	0.24		$	0.22
Dividends Per Common Share	$	0.2425		$	0.2375

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

4

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

(In thousands)

	2013			2012
Net Income	$	2,613		$	1,910
Other Comprehensive Income/(Loss), net of tax
Reclassification to Pension and Post-Retirement Benefits Other than Pension, net of tax benefit of $17 in 2013 and $12 in 2012	(25		)	(6		)
Unrealized gain on investments, net of tax expense of $32 in 2013 and $40 in 2012	48			61
Other Comprehensive Income, net of tax	23			55
Comprehensive Income	$	2,636		$	1,965

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

5

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

(In thousands, except per share amounts)

	2013		2012
Balance at Beginning of Period	$	51,804	$	46,669
Net Income	2,613		1,910
	54,417		48,579
Dividends Declared:
Cumulative Preferred, Class A, $0.20 per share	3		3
Cumulative Preferred, Series $0.90, $0.225 per share	6		6
Common Stock - 2013 $0.2425 per share; 2012 $0.2375 per share	2,652		2,088
	2,661		2,097
Balance at End of Period	$	51,756	$	46,482

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

6

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

(In thousands)

	2013			2012
Operating Activities:
Net Income	$	2,613		$	1,910
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:
Deferred Revenues	60			60
Provision for Deferred Income Taxes and Investment Tax Credits, Net	1,504			548
Allowance for Funds Used During Construction	(54		)	(56		)
Depreciation (including $209 and $27 in 2013 and 2012 charged to other accounts)	2,913			2,414
Change in Assets and Liabilities:
Decrease in Accounts Receivable and Accrued Unbilled Revenues	608			131
Increase in Prepayments and Other Current Assets	(1,465		)	(2,230		)
Decrease in Other Non-Current Items	91			520
Decrease in Accounts Payable, Accrued Expenses and Other Current Liabilities	(1,684		)	(1,130		)
Total Adjustments	1,973			257
Net Cash and Cash Equivalents Provided by Operating Activities	4,586			2,167
Investing Activities:
Company Financed Additions to Utility Plant	(5,547		)	(3,880		)
Advances from Others for Construction	100			70
Net Additions to Utility Plant Used in Continuing Operations	(5,447		)	(3,810		)
Purchase of water systems, net of cash acquired	—			(35,754		)
Net Cash and Cash Equivalents Used in Investing Activities	(5,447		)	(39,564		)
Financing Activities:
Proceeds from Interim Bank Loans	1,041			27,171
Repayment of Interim Bank Loans	(1,660		)	(21,372		)
Proceeds from the Issuance of Long-Term Debt	14,550			36,088
Proceeds from Issuance of Common Stock	393			354
Proceeds from the Exercise of Stock Options	—			88
Repayment of Long-Term Debt Including Current Portion	(14,776		)	(406		)
Advances from Others for Construction	(100		)	(70		)
Cash Dividends Paid	(2,661		)	(2,097		)
Net Cash and Cash Equivalents (Used in) Provided by Financing Activities	(3,213		)	39,756
Net (Decrease) Increase in Cash and Cash Equivalents	(4,074		)	2,359
Cash and Cash Equivalents at Beginning of Period	13,150			1,012
Cash and Cash Equivalents at End of Period	$	9,076		$	3,371
Non-Cash Investing and Financing Activities:
Non-Cash Contributed Utility Plant	$	332		$	78
Short-term Investment of Bond Proceeds Held in Restricted Cash	$	9,821		$	15,932
Supplemental Disclosures of Cash Flow Information:
Cash Paid for:
Interest	$	749		$	1,007
State and Federal Income Taxes	$	1,450		$	1,852

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Preparation of Financials

The condensed consolidated financial statements included herein have been prepared by Connecticut Water Service, Inc. and Subsidiaries (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments that are of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the results for interim periods.  The Company’s primary operating subsidiaries are The Connecticut Water Company (“Connecticut Water”), The Maine Water Company (“Maine Water”) and the Biddeford & Saco Water Company ("BSWC").  Certain information and footnote disclosures have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  The Condensed Consolidated Balance Sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2012.

Effective January 1, 2013, the Company began recording an accrual for future patronage refunds from a banking partner based on past history, where in prior years the refund was recorded when received. The Company received $588,000 in patronage distribution during the three months endedMarch 31, 2013 which related to the year ended December 31, 2012. The Company has determined that changing the accounting to an accrual basis in 2013 is appropriate. The Company believes that the amounts received and recorded in prior periods were not material to the Company's consolidated results of operations or consolidated financial position.

Certain reclassifications have been made to the 2012 Condensed Consolidated Statement of Cash Flows to conform previously reported data to the current presentation.

The results for interim periods are not necessarily indicative of results to be expected for the year since the consolidated earnings are subject to seasonal factors.

2. Pension and Other Post-Retirement Benefits

The following tables set forth the components of pension and other post-retirement benefit costs for the three months endedMarch 31, 2013 and 2012.

Pension Benefits

Components of Net Periodic Cost (in thousands):

	Three Months
Period ended March 31,	2013			2012
Service Cost	$	587		$	524
Interest Cost	655			645
Expected Return on Plan Assets	(746		)	(687		)
Amortization of:
Prior Service Cost	18			17
Net Loss	491			358
Net Periodic Benefit Cost	$	1,005		$	857

The Company expects to make a contribution to its defined benefit pension plan of approximately $2,490,000 in 2013 for the 2012 plan year, as allowed by the current funding status.

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Post-Retirement Benefits Other Than Pension (PBOP)

Components of Net Periodic Cost (in thousands):

	Three Months
Period ended March 31,	2013			2012
Service Cost	$	161		$	157
Interest Cost	125			141
Expected Return on Plan Assets	(75		)	(68		)
Other	56			56
Amortization of:
Prior Service Cost	(201		)	(201		)
Recognized Net Loss	97			166
Net Periodic Benefit Cost	$	163		$	251

3. Earnings per Share

Earnings per weighted average common share are calculated by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the respective periods as detailed below (diluted shares include the effect of unexercised stock options):

Three months ended March 31,	2013		2012
Common Shares Outstanding End of Period:	10,982,430		8,799,551
Weighted Average Shares Outstanding (Days Outstanding Basis):
Basic	10,803,230		8,650,913
Diluted	10,964,794		8,781,100
Basic Earnings per Share	$	0.24	$	0.22
Dilutive Effect of Unexercised Stock Options	—		—
Diluted Earnings per Share	$	0.24	$	0.22

Total unrecognized compensation expense for all stock awards was approximately $1.6 million as of March 31, 2013 and will be recognized over a weighted average period of 1.3 years.

4. New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued updated accounting guidance to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). The update requires an entity to present information about the amounts reclassified from AOCI in their financial statements in either a single note or parenthetically on the face of the financial statements. The updated guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the provisions of the updated guidance for its quarterly reporting period beginning January 1, 2013. The adoption of the revised guidance had no impact on the Company's consolidated results of operations or consolidated financial position, but the Company did add additional disclosures, see Note 5.

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

5. Accumulated Other Comprehensive Income (Loss)

The changes in Accumulated Other Comprehensive Income/(Loss) ("AOCI") by component, net of tax, for the three months endedMarch 31, 2013 is as follows (in thousands):

	Interest Rate Swap			Unrealized Gains on Investments		Defined Benefit Items			Total
Beginning Balance (a)	$	(41	)	$	69	$	(1,356	)	$	(1,328	)
Other Comprehensive Income Before Reclassification	—			37		—			37
Amounts Reclassified from AOCI	—			11		(25		)	(14		)
Net current-period Other Comprehensive Income (Loss)	—			48		(25		)	23
Ending Balance	$	(41	)	$	117	$	(1,381	)	$	(1,305	)
(a) All amounts shown are net of tax. Amounts in parentheses indicate loss.

The following table sets forth the amounts reclassified from AOCI by component and the affected line item on the Condensed Consolidated Statement of Income for the three months endedMarch 31, 2013 (in thousands):

Details about Other AOCI Components	Amounts Reclassified from AOCI (a)		Affected Line Items on Income Statement
Realized Gains on Investments	18		Other Income
Tax expense	(7	)	Other Income
	11
Amortization of Recognized Net Loss from Defined Benefit Items	(42	)	Other Income (b)
Tax benefit	17		Other Income
	(25	)
Total Reclassifications for the period, net of tax	(14	)
(a) Amounts in parentheses indicate loss.
(b) Included in computation of net periodic pension cost (see Note 2 for additional details).

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Long-Term Debt

Long-Term Debt at March 31, 2013 and December 31, 2012 consisted of the following (in thousands):

		2013			2012
Connecticut Water Service, Inc.:
4.09%	Term Loan Note	$	17,111		$	17,337
The Connecticut Water Company:
Var.	2004 Series Variable Rate, Due 2029	12,500			12,500
Var.	2004 Series A, Due 2028	5,000			5,000
Var.	2004 Series B, Due 2028	4,550			4,550
5.00%	2007 A Series, Due 2037	—			14,550
5.10%	2009 A Series, Due 2039	19,950			19,950
5.00%	2011 A Series, Due 2021	23,748			23,797
3.16%	CoBank Note Payable, Due 2020	8,000			8,000
3.51%	CoBank Note Payable, Due 2022	14,795			14,795
4.29%	CoBank Note Payable, Due 2028	17,020			17,020
4.72%	CoBank Note Payable, Due 2032	14,795			14,795
4.75%	CoBank Note Payable, Due 2033	14,550			—
Total The Connecticut Water Company		134,908			134,957
The Maine Water Company:
8.95%	1994 Series G, Due 2024	9,000			9,000
2.68%	1999 Series J, Due 2019	474			524
0.00%	2001 Series K, Due 2031	739			780
2.58%	2002 Series L, Due 2022	90			98
1.53%	2003 Series M, Due 2023	401			421
1.73%	2004 Series N, Due 2024	471			471
0.00%	2004 Series O, Due 2034	140			147
1.76%	2006 Series P, Due 2026	451			471
1.57%	2009 Series R, Due 2029	242			247
0.00%	2009 Series S, Due 2029	740			762
0.00%	2009 Series T, Due 2029	2,075			2,137
0.00%	2012 Series U, Due 2042	171			177
2.52%	CoBank Note Payable, Due 2017	1,965			1,965
Total The Maine Water Company		16,959			17,200
The Biddeford & Saco Water Company
6.45%	Series M, Due 2014	2,700			2,700
7.72%	Series L, Due 2018	2,250			2,250
2.40%	Series N, Due 2022	1,297			1,297
1.86%	Series O, Due 2025	862			862
2.23%	Series P, Due 2028	1,354			1,354
Various	Various Capital Leases	118			126
Total The Biddeford & Saco Water Company		8,581			8,589
Add:  Acquisition Fair Value Adjustment		1,696			1,696
Less:  Current Portion		(1,314		)	(1,304		)
Total Long-Term Debt		$	177,941		$	178,475

As of March 31, 2013, the Company and its subsidiaries will make principal payments of approximately $1,314,000 over the next twelve months.

In December 2011, Connecticut Water borrowed $22.05 million through the issuance of Water Facilities Revenue Bonds by the Connecticut Innovations, Inc. (formerly known as the Connecticut Development Authority).  Connecticut Water received

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

approximately $24,000,000 in cash in exchange for the issuance of bonds with an aggregate principal amount of $22,050,000 with a maturity date of December 20, 2021 and a 5% coupon.  Connecticut Water recorded a bond premium in connection with this transaction and is amortizing that premium over the life of the bond.  The proceeds from the sale of the bonds are being used to finance construction and installation of various capital improvements to Connecticut Water’s existing water system.

There are no mandatory sinking fund payments required on Connecticut Water’s outstanding Unsecured Water Facilities Revenue Refinancing Bonds.  However, certain fixed rate Unsecured Water Facilities Revenue Refinancing Bonds provide for an estate redemption right whereby the estate of deceased bondholders or surviving joint owners may submit bonds to the Trustee for redemption at par, subject to a $25,000 per individual holder and a 3% annual aggregate limitation.

On January 1, 2012, the Company and CoBank, ACB ("CoBank") entered into an amendment to the CoBank Agreement (the “Amendment”) and two additional Promissory Note and Single Advance Term Loan Supplements providing for two additional Term Loans to the Company (the “2012 Term Loan Notes”).  Under the terms of the Amendment and the 2012 Term Loan Notes, on January 3, 2012 the Company borrowed from CoBank, in the aggregate, an additional $36.1 million of an available $40 million to be applied to the Company’s acquisition of the issued and outstanding capital stock of Aqua Maine, Inc. from Aqua America, Inc.

Under one Term Loan Note and Supplement, CoBank loaned the Company $18.0 million, which Term Loan shall be repaid by the Company in 60 equal quarterly installments of principal and interest over a 15-year amortizing term, with the first installment paid on April 20, 2012 and the last installment due on January 20, 2027.  Under the other Term Loan Note and Supplement, as amended in September 2012, CoBank loaned the Company $18.1 million, which Term Loan shall be repaid by the Company in quarterly interest payments and repayment of the principal balance in full on the earlier of January 2, 2014 or upon the Company raising equity capital, in the aggregate, up to the outstanding amount owed under the second Term Note and Supplement. The second Term Note was repaid in December 2012 with a portion of the proceeds from the Company's equity issuance.

On October 29, 2012, Connecticut Water entered into a Master Loan Agreement (the “Agreement”) with CoBank, ACB, (“CoBank”). Connecticut Water also delivered to CoBank four Promissory Note and Single Advance Term Loan Supplements, each dated October 29, 2012 (the “Promissory Notes”). On the terms and subject to the conditions set forth in the Promissory Notes issued pursuant to the Agreement, CoBank agreed to make unsecured loans (each a “Loan,” and collectively the “Loans”) to Connecticut Water from time to time, in an aggregate principal amount of up to $54,645,000. Connecticut Water used substantially all of the proceeds of the Loans to refinance the 1998 Series A, 1998 Series B, 2003A Series, 2003C Series and 2005A Series bonds outstanding.

On December 7, 2012, Maine Water entered into an amended and restated Master Loan Agreement with CoBank, pursuant to which CoBank loaned Maine Water $1,965,000, which proceeds were used by Maine Water to reimburse itself for the repayment in full on November 29, 2012 of all principal, accrued interest, premiums, surcharges and other amounts owed by Maine Water pursuant to its long-term bonds previously issued in 1999.

On March 5, 2013, Connecticut Water and CoBank entered into a Promissory Note and Single Advance Term Loan Supplement to the MLA (the “Note”) in which CoBank agreed to make an additional Loan to Connecticut Water in an aggregate principal amount of up to $14,550,000, with a maturity date of March 4, 2033. Additionally, the Company entered into an Amendment to the Guarantee dated March 5, 2013 (the “Guarantee Amendment”), pursuant to which the Company agreed to guarantee the payment of certain of Connecticut Water's obligations under the Note pursuant to the same terms of the Guarantee.

Financial Covenants – The Company and its subsidiaries are required to comply with certain covenants in connection with various long term loan agreements.  The most restrictive of these covenants is to maintain a consolidated debt to capitalization ratio of not more than 60%. The Company and its subsidiaries were in compliance with all covenants at March 31, 2013.

7. Fair Value Disclosures

FASB Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures (“FASB ASC 820”) provides enhanced guidance for using fair value to measure assets and liabilities and expands disclosure with respect to fair value measurements.

FASB ASC 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs).  The hierarchy consists of three broad levels, as follows:

12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are either directly or indirectly observable.

Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that the Company believes market participants would use.

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of March 31, 2013 (in thousands):

	Level 1		Level 2		Level 3		Total
Asset Type:
Company Owned Life Insurance	$	—	$	2,647	$	—	$	2,647
Money Market Fund	85		—		—		85
Mutual Funds:
Equity Funds (1)	1,035		—		—		1,035
Total	$	1,120	$	2,647	$	—	$	3,767

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Asset Type:
Company Owned Life Insurance	$	—	$	2,538	$	—	$	2,538
Money Market Fund	28		—		—		28
Mutual Funds:
Equity Funds (1)	1,046		—		—		1,046
Total	$	1,074	$	2,538	$	—	$	3,612

(1) Mutual funds consisting primarily of equity securities.

The fair value of Company Owned Life Insurance is based on the cash surrender value of the contracts. These contracts are based principally on a referenced pool of investment funds that actively redeem shares and are observable and measurable and are presented on the Other Property and Investments line item of the Company's Condensed Consolidated Balance Sheets.

The following methods and assumptions were used to estimate the fair value of each of the following financial instruments, which are not recorded at fair value on the financial statements.

Cash and cash equivalents – Cash equivalents consist of highly liquid instruments with original maturities at the time of purchase of three months or less.  The carrying amount approximates fair value.  Under the fair value hierarchy the fair value of cash and cash equivalents is classified as a Level 1 measurement.

Restricted Cash – As part of the Connecticut Water’s December 2011 bond offering, the Company recorded unused proceeds from this bond issuance as restricted cash as the funds can only be used for certain capital expenditures.  The Company expects to use the remainder of the proceeds during 2013, as the approved capital expenditures are completed.  The carrying amount approximates fair value.  Under the fair value hierarchy the fair value of restricted cash is classified as a Level 1 measurement.

Long-Term Debt – The fair value of the Company's fixed rate long-term debt is based upon borrowing rates currently available to the Company.  As of March 31, 2013 and December 31, 2012, the estimated fair value of the Company's long-term debt was $194,121,000 and $194,900,000, respectively, as compared to the carrying amounts of $177,941,000 and $178,475,000, respectively. The estimated fair value of long term debt was calculated using a discounted cash flow model that uses comparable interest rates and yield curve data based on the A-rated MMD (Municipal Market Data) Index which is the benchmark of current municipal bond yields. Under the fair value hierarchy the fair value of long term debt is classified as a Level 2 measurement.

The fair values shown above have been reported to meet the disclosure requirements of accounting principles generally accepted in the United States and do not purport to represent the amounts at which those obligations would be settled.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Segment Reporting

The Company operates principally in three business segments: Water Activities, Real Estate Transactions, and Services and Rentals.  Results of operations for the three months endedMarch 31, 2013 include the results of BSWC.  Financial data for the segments is as follows (in thousands):

Three Months Ended March 31, 2013
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income
Water Activities	$	20,128	$	3,550	$	1,323	$	2,227
Real Estate Transactions	—		—		—		—
Services and Rentals	1,389		653		267		386
Total	$	21,517	$	4,203	$	1,590	$	2,613

Three Months Ended March 31, 2012
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income
Water Activities	$	18,889	$	2,485	$	925	$	1,560
Real Estate Transactions	—		—		—		—
Services and Rentals	1,335		591		241		350
Total	$	20,224	$	3,076	$	1,166	$	1,910

The revenues shown in Water Activities above consist of revenues from water customers of $19,729,000 and $18,540,000 for the three months endedMarch 31, 2013 and 2012, respectively.  Additionally, there were revenues associated with utility plant leased to others of $399,000 and $349,000 for the three months endedMarch 31, 2013 and 2012, respectively.

The Company owns various small, discrete parcels of land that are no longer required for water supply purposes.  From time to time, the Company may sell or donate these parcels, depending on various factors, including the current market for land, the amount of tax benefits received for donations and the Company’s ability to use any benefits received from donations.  During the three months endedMarch 31, 2013 and March 31, 2012, the Company did not engage in any such transactions.

Assets by segment (in thousands):

	March 31, 2013		December 31, 2012
Total Plant and Other Investments:
Water Activities	$	455,486	$	453,625
Non-Water	803		680
	456,289		454,305
Other Assets:
Water Activities	91,453		118,020
Non-Water	30,513		6,650
	121,966		124,670
Total Assets	$	578,255	$	578,975

9. Income Taxes

FASB ASC 740 Income Taxes (“FASB ASC 740”) addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FASB ASC 740, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The reassessment of the Company’s tax positions in accordance with FASB ASC 740 did not have an impact on the Company’s results of operations, financial condition or liquidity.

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From time to time, the Company may be assessed interest and penalties by taxing authorities.  In those cases, the charges would appear on the Other line item within the Other Income (Deductions), Net of Taxes section of the Company's Condensed Consolidated Statements of Income.  There were no such charges for the three months endedMarch 31, 2013 and 2012.  Additionally, there were no accruals relating to interest, penalties or uncertain tax positions as of March 31, 2013 and December 31, 2012.  The Company remains subject to examination by federal authorities for the 2010 and 2011 tax years, and by state authorities for the 2009 through 2011 tax years.

The Company’s effective income tax rate for the first three months of 2013 and 2012 was 37.8% and 37.9%, respectively.  The statutory income tax rates during each period was 41%.  In determining its annual estimated effective tax rate for interim periods, the Company reflects its estimated permanent and flow-through tax differences for the taxable year.

10. Lines of Credit

On June 30, 2009, the Company entered into a $15 million line of credit agreement with CoBank, ACB, which was amended in May 2010, July 2011 and September 2012 and is currently scheduled to expire on July 1, 2014.  On October 12, 2012, the Company increased an additional line of credit from $15 million to $20 million, and extended its expiration date to June 30, 2014.  Due to the acquisition of BSWC, as described in Note 11, the total lines of credit available to the Company increased to $37.25 million, due to BSWC's $2.25 million line of credit expiring June 30, 2013.  Interim Bank Loans Payable at March 31, 2013 and December 31, 2012 was approximately $1.0 million and $1.7 million, respectively, and represents the outstanding aggregate balances on these lines of credit. As discussed in Part I, Item 2 below, the Company used a portion of the $47.5 million of net proceeds of its December 2012 equity issuance to pay down a portion of its outstanding balances on these lines of credit. As of March 31, 2013, the Company had $36.25 million in unused lines of credit.  Interest expense charged on interim bank loans will fluctuate based on market interest rates.

11. Acquisitions

Effective December 10, 2012, the Company completed the acquisition of the Biddeford & Saco Water Company ("BSWC"). Shareholders of BSWC common stock exchanged all outstanding shares for 380,254 shares of Connecticut Water Service, Inc. in a transaction valued at approximately $12.0 million, based on the closing price of the Company's common stock on the acquisition date. BSWC is a public water utility regulated by the Maine Public Utility Commission ("MPUC") that serves approximately 15,000 customers in 4 communities in the State of Maine. The Company is accounting for the acquisition in accordance with FASB ASC 805 Business Combinations ("FASB ASC 805").

The estimated fair values of assets acquired and liabilities assumed, BSWC's outstanding long-term debt, are based upon the information that was available as of the acquisition dates, which management believes provides a reasonable basis for the estimated values. The fair values of long term-debt were based on similar marketable instruments. Management is analyzing additional data necessary to finalize these fair values, which are subject to change. While such changes could be significant, management does not expect them to be, based upon the information provided to date. The valuation, and thus the purchase price allocation, is expected to be completed as soon as practicable but no later than one year from the acquisition date.

The Company incurred pre-tax acquisition and closing related expenses of approximately $544,000 during 2012 to acquire BSWC which is recorded on the "Other" line item of the "Other Income (Deductions), Net of Taxes" section of the Condensed Consolidated Statements of Income. This acquisition further expanded the Company's footprint into another New England state, providing the Company with diversity with respect to weather and regulatory climate and ratemaking.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the estimated fair value of the BSWC assets acquired on December 10, 2012, the date of the acquisition (in thousands):

Net Utility Plant	$	19,411
Cash and Cash Equivalents	14
Accounts Receivable, net	628
Prepayments and Other Current Assets	545
Goodwill	7,708
Deferred Charges and Other Costs	554
Total Assets Acquired	$	28,860
Long-Term Debt, including current portion	$	9,263
Accounts Payable and Accrued Expenses	254
Other Current Liabilities	1,076
Advances for Construction	714
Contributions in Aid of Construction	2,568
Deferred Federal and State Income Taxes	1,668
Other Long-Term Liabilities	1,305
Total Liabilities Assumed	$	16,848
Net Assets Acquired	$	12,012

The estimated fair values of the assets acquired and the liabilities assumed were determined based on the accounting guidance for fair value measurement under GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value analysis assumes the highest and best use of the assets by market participants. For BSWC, the allocation of the purchase price includes an adjustment to fair value related to BSWC's long-term debt and any associated deferred taxes. The excess of the purchase price paid over the estimated fair value of the assets acquired and the liabilities assumed was recognized as goodwill in the Water Activities Segment, none of which is deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the net assets acquired and the contributing factors to the amount recorded include expected future cash flows, potential operational synergies, the utilization of technology and cost savings opportunities in the delivery of certain shared administrative and other services.

The following unaudited pro forma summary for the three months endedMarch 31, 2012 presents information as if BSWC had been acquired on January 1, 2012 and assumes that there were no other changes in our operations.  The following pro forma information does not necessarily reflect the actual results that would have occurred had the Company operated the business since January 1, 2012, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands):

	Three Months Ended
Operating Revenues	$	18,863
Other Water Activities Revenues	377
Real Estate Revenues	—
Service and Rentals Revenues	1,335
Total Revenues	$	20,575
Net Income	$	1,932
Basic Earnings per Average Share Outstanding	$	0.22
Diluted Earnings per Average Share Outstanding	$	0.22

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the results of BSWC for the three months endedMarch 31, 2013, and is included in the Condensed Consolidated Statement of Income for the period (in thousands):

	Three Months Ended
Operating Revenues	$	929
Other Water Activities Revenues	53
Real Estate Revenues	—
Service and Rentals Revenues	1
Total Revenues	$	983
Net Loss	$	(151	)
Basic Loss per Average Share Outstanding	$	(0.01	)

Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying unaudited financial statements and related notes thereto and the audited financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Regulatory Matters and Inflation

Acquisitions

Effective January 1, 2012, the Company completed the acquisition of Aqua Maine, Inc. (“AM”) from Aqua America, Inc. (“AA”) for a total cash purchase price, adjusted at closing, of $35.6 million.  Subsequent to the closing, the name of AM was changed to The Maine Water Company.  Maine Water is a public water utility regulated by the Maine Public Utilities Commission (“MPUC”) that serves approximately 16,000 customers in 11 water systems in the State of Maine.  The acquisition is consistent with the Company’s growth strategy and makes the Company the largest U.S. based publicly-traded water utility company in New England.  The acquisition expanded the Company’s footprint into another New England state, providing some diversity with respect to weather and regulatory climate and ratemaking.  The Company accounted for the acquisition in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 805 Business Combinations ("FASB ASC 805"), including the purchase price allocation.

Additionally, in February 2012, Connecticut Water acquired a small water system in Hebron, Connecticut for $130,000.  The water system serves three multi-unit apartment buildings.

On July 19, 2012, the Company announced that it had reached an agreement to acquire The Biddeford & Saco Water Company ("BSWC"), pending a vote of BSWC shareholders, approval by the MPUC and the satisfaction of other various conditions. This acquisition added approximately 15,500 additional customers in the State of Maine, in the communities of Biddeford, Saco, Old Orchard Beach and Scarborough. Under the terms of the agreement, the acquisition was executed through a stock-for-stock merger transaction valued at approximately $12.0 million. On November 7, 2012, the MPUC approved the transaction and the Company completed the transaction on December 10, 2012. Holders of BSWC common stock received an aggregate of 380,254 shares of the Company's common stock in a tax-free exchange. The Company is accounting for the acquisition in accordance with FASB ASC 805. The Company is still in the process of completing the purchase price allocation as required by FASB ASC 805. See Note 11 for more information.

Public Utility Regulatory Authority Matters

Our Regulated Companies derive their rights and franchises to operate from special state acts that are subject to alteration, amendment or repeal and do not grant us exclusive rights to our service areas. Our franchises are free from burdensome restrictions, are unlimited as to time, and authorize us to sell potable water in all the towns we now serve.  There is the possibility that either the State of Connecticut or the State of Maine could attempt to revoke our franchises and allow a governmental entity to take over some or all of our systems.  While we would vigorously oppose any such attempts, from time to time such legislation is contemplated.

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The rates we charge our Connecticut water customers are established under the jurisdiction of and are approved by the Connecticut Public Utilities Regulatory Authority (PURA), formerly the Connecticut Department of Public Utility Control.  It is our policy to seek rate relief as necessary to enable us to achieve an adequate rate of return.  Connecticut Water’s allowed return on equity and return on rate base, effective as of July 14, 2010 are 9.75% and 7.32%, respectively.  Prior to July 14, 2010, Connecticut Water’s allowed return on equity and return on rate base were 10.125% and 8.07%, respectively.

On January 26, 2012, Connecticut Water filed a Water Infrastructure Conservation Act (“WICA”) application with the PURA requesting an additional 1.17% surcharge to customer bills, related to approximately $7.0 million spending on WICA projects.  This application also reduced the surcharge by 0.11% for the prior year reconciliation adjustment which expired April 1, 2012.  On January 30, 2012, Connecticut Water filed for a 0.09% reconciliation adjustment for the 2011 shortfall in WICA, to become effective April 1, 2012.  In March 2012, the PURA approved an increase of 1.16% on Connecticut Water’s first WICA application and approved the 0.09% reconciliation surcharge from the second application, effective April 1, 2012.  As of April 1, 2012, Connecticut Water’s cumulative WICA surcharge was 4.23%.

On July 26, 2012, Connecticut Water filed a WICA application with the PURA requesting an additional 1.50% surcharge to customer bills, related to approximately $7.7 million spending on WICA projects. In September 2012, the PURA approved the 1.50% increase, effective October 1, 2012.  As of October 1, 2012, Connecticut Water’s cumulative WICA surcharge was 5.73%.

On January 25, 2013, Connecticut Water filed a WICA application with the PURA requesting an additional 1.08% surcharge to customer bills related to approximately $6.5 million spending on WICA projects. This application also reduced the surcharge by 0.09% for the prior year reconciliation adjustment which expires April 1, 2013.  On January 30, 2013, Connecticut Water filed for a 0.10% reconciliation adjustment for the 2012 shortfall in WICA, to become effective April 1, 2013.  On March 25, 2013, the PURA approved an additional 1.06% surcharge, effective April 1, 2013. Additionally, on March 27, 2013, the PURA approved a 0.10% reconciliation adjustment, effective April 1, 2013. As of April 1, 2013, Connecticut Water's cumulative WICA surcharge is 6.80%.

In April 2013, Maine Water filed for rate increases in three of its divisions, totaling approximately $94,000 in additional revenue. The primary drivers for the requested increases are due to declining revenues and increased costs. The applications are currently under review at the MPUC and a final decision is expected within nine months.

The rates we charge our Maine water customers are established under the jurisdiction of and are approved by the MPUC.  It is our policy to seek rate relief as necessary to enable us to achieve an adequate rate of return.  Maine Water’s average allowed return on equity and return on rate base, as of December 31, 2012 are 10.00% and 8.31%, respectively.  BSWC’s allowed return on equity, as of December 31, 2012 is 10.00%.

The Maine Legislature is currently in the process of formalizing a Temporary Surcharge for Infrastructure Replacement and Repairs, a WICA-like mechanism that will allow for expedited recovery of infrastructure improvements. The Company expects that Maine Water and BSWC will be able to take advantage of the surcharge in late 2013 or early 2014.

Critical Accounting Policies and Estimates

The Company maintains its accounting records in accordance with accounting principles generally accepted in the United States of America and as directed by the PURA and the MPUC to which Connecticut Water, Maine Water and BSWC, respectively, the Company’s regulated water utility subsidiaries, are subject.  Significant accounting policies employed by the Company, including the use of estimates, were presented in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Critical accounting policies are those that are the most important to the presentation of the Company’s financial condition and results of operations.  The application of such accounting policies requires management’s most difficult, subjective, and complex judgments and involves uncertainties and assumptions.  The Company’s most critical accounting policies pertain to public utility regulation related to ASC 980 “Regulated Operations”, revenue recognition, and accounting for pension and other post-retirement benefit plans.  Each of these accounting policies and the application of critical accounting policies and estimates were discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Management must use informed judgments and best estimates to properly apply these critical accounting policies.  Because of the uncertainty in these estimates, actual results could differ from estimates used in applying the critical accounting

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policies.  The Company is not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect its financial condition or results of operations.

Outlook

The following modifies and updates the “Outlook” section of the Company’s 2012 Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

The Company’s earnings and profitability are primarily dependent upon the sale and distribution of water, the amount of which is dependent on seasonal weather fluctuations, particularly during the summer months when water demand will vary with rainfall and temperature levels.  The Company’s earnings and profitability in future years will also depend upon a number of other factors, such as the ability to maintain our operating costs at current or lower levels, customer growth in the Company’s core regulated water utility businesses, growth in revenues attributable to non-water sales operations, availability and desirability of land no longer needed for water delivery for land sales, and the timing and adequacy of rate relief when requested, from time to time, by our regulated water companies.

The Company expects Net Income from its Water Activities segment to increase in 2013 over 2012 levels, based, in part, on the acquisition of BSWC, along with modest growth in its Services and Rentals segment.

The Company believes that the factors described above and those described in detail below under the heading “Commitments and Contingencies” may have significant impact, either alone or in the aggregate, on the Company’s earnings and profitability in fiscal years 2013 and beyond.  Please also review carefully the risks and uncertainties described in the sections entitled Item 1A – Risk Factors, “Commitments and Contingencies” in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the risks and uncertainties described in the “Forward-Looking Information” section below.

Liquidity and Capital Resources

The Company is not aware of demands, events, or uncertainties that will result in a decrease of liquidity or a material change in the mix or relative cost of its capital resources, other than those outlined below.

Borrowing Facilities

On June 30, 2009, the Company entered into a $15 million line of credit agreement with CoBank, ACB, which was amended in May 2010, July 2011 and September 2012 and is currently scheduled to expire on July 1, 2014.  On October 12, 2012, the Company increased an additional line of credit from $15 million to $20 million, and extended its expiration date to June 30, 2014.  Due to the acquisition of BSWC, the total lines of credit available to the Company increased to $37.25 million, due to BSWC's $2.25 million line of credit expiring June 30, 2013.  Interim Bank Loans Payable at March 31, 2013 and December 31, 2012 was approximately $1.0 million and $1.7 million, respectively, and represents the outstanding aggregate balances on these lines of credit.  The Company used a portion of the $47.5 million of net proceeds of its December 2012 equity issuance to pay down a portion of its outstanding balances on these lines of credit. As of March 31, 2013, the Company had $36.25 million in unused lines of credit.  Interest expense charged on interim bank loans will fluctuate based on market interest rates.

On January 1, 2012, the Company and CoBank entered into an amendment to the CoBank Agreement (the “Amendment”) and two additional Promissory Note and Single Advance Term Loan Supplements providing for two additional Term Loans to the Company (the “Term Loan Notes and Supplements”).  Under the terms of the Amendment and the Term Loan Notes and Supplements, on January 3, 2012 the Company borrowed from CoBank, in the aggregate, an additional $36.1 million of an available $40 million to be applied to the Company’s acquisition of the issued and outstanding capital stock of Aqua Maine, Inc. from Aqua America, Inc.

Under one Term Loan Note and Supplement, CoBank loaned the Company $18.0 million, which Term Loan shall be repaid by the Company in 60 equal quarterly installments of principal and interest over a 15-year amortizing term, with the first installment paid on April 20, 2012 and the last installment due on January 20, 2027.  Under the other Term Loan Note and Supplement, as amended in September 2012, CoBank loaned the Company $18.1 million, which Term Loan shall be repaid by the Company in quarterly interest payments and repayment of the principal balance in full on the earlier of January 2, 2014 or upon the Company raising equity capital, in the aggregate, up to the outstanding amount owed under the second Term Note and Supplement. On December 12, 2012, the Company issued approximately 1.7 million shares of common stock and used a portion of the proceeds to pay off the second Term Note. See "December 2012 Equity Issuance" below for more detail.

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On August 3, 2012, Connecticut Water filed with PURA an application to refinance approximately $55 million of Connecticut Water's long-term debt. The application sought approval for Connecticut Water to issue four promissory notes in order to redeem five series of Connecticut Water's currently outstanding bonds. The Notes to be issued by Connecticut Water would have terms ranging from 8 to 20 years, will be unsecured and will have fixed interest rates, which would be lower than the rates on the currently outstanding bonds. On September 12, 2012, PURA issued a final decision allowing Connecticut Water to refinance the long-term debt.

On October 29, 2012, Connecticut Water entered into a Master Loan Agreement (the “Agreement”) with CoBank, ACB, (“CoBank”). Connecticut Water also delivered to CoBank four Promissory Note and Single Advance Term Loan Supplements, each dated October 29, 2012 (the “Promissory Notes”).  On the terms and subject to the conditions set forth in the Promissory Notes issued pursuant to the Agreement, CoBank agreed to make unsecured loans (each a “Loan,” and collectively the “Loans”) to Connecticut Water from time to time, in an aggregate principal amount of up to $54,645,000. Connecticut Water used substantially all of the proceeds of the Loans to refinance the 1998 Series A, 1998 Series B, 2003A Series, 2003C Series and 2005A Series bonds outstanding.

The Agreement contains customary representations and warranties, which are in certain cases modified by “materiality” and “knowledge” qualifiers, and customary affirmative and negative covenants.  Subject to the payment of a surcharge described in the Agreement for Loans bearing interest at fixed rates, Connecticut Water may prepay the Loans in whole or in part at any time prior to each of the maturity dates of each Loan.

On December 7, 2012, Maine Water entered into an amended and restated Master Loan Agreement with CoBank, pursuant to which CoBank loaned Maine Water $1,965,000, which proceeds were used by Maine Water to reimburse itself for the repayment in full on November 29, 2012 of all principal, accrued interest, premiums, surcharges and other amounts owed by Maine Water pursuant to its long-term bonds previously issued in 1999.

On March 5, 2013, Connecticut Water and CoBank entered into a Promissory Note and Single Advance Term Loan Supplement to the MLA (the “Note”) in which CoBank agreed to make an additional Loan to Connecticut Water in an aggregate principal amount of up to $14,550,000, with a maturity date of March 4, 2033. Additionally, the Company entered into an Amendment to the Guarantee dated March 5, 2013 (the “Guarantee Amendment”), pursuant to which the Company agreed to guarantee the payment of certain of Connecticut Water's obligations under the Note pursuant to the same terms of the Guarantee.

Credit Rating

On April 15, 2013, Standard & Poor's Ratings Services ("S&P") affirmed its 'A'/Negative corporate credit rating and outlook on the Company. In its report S&P, commented on the material improvement of the Company's debt-to-capital ratio (52.1% at December 31, 2012 compared to 59.1% at December 31, 2011). S&P also noted that cash flows measures are expected to improve due to increased revenue from infrastructure surcharges and rate case increases. The Company's A rating has been in place since its initial rating in 2003.

Stock Plans

The Company offers a dividend reinvestment and stock purchase plan (“DRIP”) to all registered shareholders, and to the customers and employees of our regulated water companies, whereby participants can opt to have dividends directly reinvested into additional shares of the Company.  In August 2011, the Board of Directors approved amendments to the DRIP (effective as of January 1, 2012) that permit the Company to add, at the Company’s discretion, an “up to 5.00% purchase price discount” feature to the DRIP and are intended to encourage greater shareholder, customer and employee participation in the DRIP.  During the three months endedMarch 31, 2013 and 2012, plan participants invested $393,000 and $354,000, respectively, in additional shares as part of the DRIP.

From 1999 through 2003, the Company issued stock options to certain employees of the Company.  No stock options have been issued by the Company since 2003.  During the three months endedMarch 31, 2013, no stock options were exercised.  During the three months endedMarch 31, 2012, 3,431 stock options were exercised, resulting in approximately $88,000 in proceeds to the Company.

December 2012 Equity Issuance

On December 12, 2012, the Company completed an underwritten public offering of 1,696,250 shares of its common stock at a price to the public of $29.25 per share, including overallotments. Wells Fargo Securities served as sole book-runner for the offering. The offering was made pursuant to a “shelf” registration statement (including a prospectus) previously filed with and

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declared effective by the Securities and Exchange Commission in July 2012. The Company used the net proceeds of approximately $47.5 million to repay approximately $39 million of our short-term indebtedness, to fund capital expenditures and for other general corporate purposes.

The Board of Directors approved a $31.3 million construction budget for 2013, net of amounts to be financed by customer advances and contributions in aid of construction.  The Company is and will use some combination of its internally generated funds, remaining proceeds from its December 2012 equity issuance, borrowing under its available lines of credit, and the funds remaining under our 2011 debt issuance to fund this construction budget.

As the Company looks forward to the remainder of 2013 and 2014, it anticipates continued reinvestment to replace aging infrastructure and to seek recovery through periodic WICA applications in Connecticut and a similar surcharge proposed in the Maine Legislature.  The total cost of that investment may exceed the amount of internally generated funds.  If so, the Company will consider external financing.  In order to maintain a balanced capital structure, we would consider both debt and equity issuances.  As the capital investment planning process is completed in the coming periods, the Company expects to provide a reasonable range of these potential financings.

Results of Operations

Three months ended March 31

Net Income for the three months ended March 31, 2013 increased from the same period in the prior year by $703,000 to $2,613,000, which increased earnings per basic average common share by $0.02 to $0.24.

This increase in Net Income is broken down by business segment as follows (in thousands):

Business Segment	March 31, 2013		March 31, 2012		Increase/(Decrease)
Water Activities	$	2,227	$	1,560	$	667
Real Estate Transactions	—		—		—
Services and Rentals	386		350		36
Total	$	2,613	$	1,910	$	703

The increase in the Water Activity segment’s Net Income was primarily due to the net effects of the variances listed below:

Revenue

Revenue from our water customers increased by $1,189,000, or 6.4%, to $19,729,000 for the three months ended March 31, 2013 when compared to the same period in 2012.  The primary reason for the increase in revenues was the acquisition of BSWC, which contributed $929,000 in additional revenue during the period.  Excluding BSWC, the Company saw an increase in revenue from water customers of $260,000, or approximately 1.4% during the three months ended March 31, 2013.  The primary driver for the increase in revenue in 2013 was the increased rates in 2013 associated with the recurring WICA surcharge, partially offset by decreases to revenues received from residential and commercial customers due primarily to declining usage when compared to the previous period.

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Operation and Maintenance Expense

Operation and Maintenance (“O&M”) expense increased by $743,000, or 7.7%, for the three months ended March 31, 2013 when compared to the same period of 2012 primarily due to the acquisition of BSWC which contributed $834,000 of incremental O&M expense.  The following table presents the components of O&M expense both including and excluding BSWC (in thousands):

Expense Components	Actual March 31, 2013 O&M		Actual March 31, 2012 O&M		Actual Increase / (Decrease)			BSWC March 31, 2013 O&M		Adjusted Increase / (Decrease)
Customer	$	436	$	225	$	211		$	47	$	164
Pension	997		857		140			—		140
Outside services	563		331		232			101		131
Utility costs	1,098		980		118			63		55
Other benefits	310		372		(62		)	—		(62		)
Water treatment (including chemicals)	611		629		(18		)	64		(82		)
Post-retirement medical	163		251		(88		)	—		(88		)
Payroll	3,525		3,322		203			306		(103		)
Medical	631		612		19			148		(129		)
Amston Lake water quality monitoring costs (non-labor)	—		135		(135		)	—		(135		)
Other	2,044		1,921		123			105		18
Total	$	10,378	$	9,635	$	743		$	834	$	(91	)

The decrease in O&M expenses excluding the incremental expense as a result of the acquisition of BSWC, was approximately $91,000, or approximately 0.9%, in the first quarter of 2013 when compared to the same period in 2012.  The changes in individual items, excluding the impact of BSWC, are described below:

• Payroll costs decreased primarily due to a decrease in the number employees at March 31, 2013 when compared to March 31, 2012, excluding BSWC employees, and the capitalization of employee time related to an ongoing procurement project that began in the first quarter of 2013. This project is to designed to help reduce the costs of water infrastructure projects in future periods;

• Medical costs decreased in the first quarter of 2013 when compared to the same period in 2012 due primarily to a reduction in claims filed by plan participants; and

• Early in the first quarter of 2012, the Company received notification of elevated copper levels observed in the homes of certain customers in our Amston Lake system. As a result, Connecticut Water incurred costs associated with the monitoring of water sources and customer homes. The copper levels returned to normal during the latter part of the first quarter of 2012.

The decreases described above were partially offset by the following increases to O&M expense:

• Customer costs increased in 2013 primarily due to an increase in bad debt expense and an increase in postage costs for customer mailings;

• The increase in Pension costs was attributable primarily to a decrease in the discount rate used in determining net periodic benefit costs in 2013; and

• Outside services expense increased primarily due to an increase consulting fees related to the organizational design portion of the Company's ongoing procurement project.

The Company saw an approximate 13.3% increase in its Depreciation expense from the three months endedMarch 31, 2013 compared to the same period in 2012.  The primary driver of this increase was approximately $168,000 in Depreciation expense attributable to BSWC.  Excluding the impact of BSWC, the Company's depreciation expense increased by approximately 6.2% for the three months endedMarch 31, 2013. The remainder of the increase in Depreciation expense was due to higher Utility Plant in Service as of March 31, 2013 compared to March 31, 2012.

Income Tax expense associated with Water Activities increased by $149,000 in the first quarter of 2013 when compared to the same period in 2012 due to higher pre-tax net income. Excluding the impact of BSWC, Income Tax expense increased by $269,000.

22

Other Income (Deductions), Net of Taxes increased for the quarter ending March 31, 2013 by $116,000, with BSWC contributing $1,000 to the increase. The primary driver of this increase was the reduction in acquisition related costs in 2013 and an increase in patronage income from one of our banking partners and higher earnings from our unregulated company, New England Water Utility Services.

Total Interest and Debt Expense decreased by $749,000 in the first quarter of 2013 when compared to the same period in 2012 due to an increase in the patronage related to interest received from one of our banking partners and a decrease in Interest on Long-Term Debt due to the refinancing of approximately $54.6 million in long-term debt in the fourth quarter of 2012 and the repayment of approximately $18.0 million in debt used to acquire Maine Water.

Commitments and Contingencies

There were no material changes under this subheading to any of the other items previously disclosed by the Company in its Annual Report on Form 10-K for the period year December 31, 2012.

Forward-Looking Information

Certain statements made in this Quarterly Report on Form 10-Q, (“10-Q”) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) that are made based upon, among other things, our current assumptions, expectations and beliefs concerning future developments and their potential effect on us.  These forward-looking statements involve risks, uncertainties and other factors, many of which are outside our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  In some cases you can identify forward-looking statements where statements are preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “plans,” “future,” “potential,” “probably,” “predictions,” “continue” or the negative of such terms or similar expressions.  Forward-looking statements included in this 10-Q, include, but are not limited to, statements regarding:

• projected capital expenditures and related funding requirements;

• the availability and cost of capital;

• developments, trends and consolidation in the water and wastewater utility industries;

• dividend payment projections;

• our ability to successfully acquire and integrate regulated water and wastewater systems, as well as unregulated businesses, that are complementary to our operations and the growth of our business;

• the capacity of our water supplies, water facilities and wastewater facilities;

• the impact of limited geographic diversity on our exposure to unusual weather;

• the impact of conservation awareness of customers and more efficient plumbing fixtures and appliances on water usage per customer;

• our capability to pursue timely rate increase requests;

• our authority to carry on our business without unduly burdensome restrictions;

• our ability to maintain our operating costs at the lowest possible level, while providing good quality water service;

• our ability to obtain fair market value for condemned assets;

• the impact of fines and penalties;

• changes in laws, governmental regulations and policies, including environmental, health and water quality and public utility regulations and policies;

• the decisions of governmental and regulatory bodies, including decisions to raise or lower rates;

• our ability to successfully extend and expand our service contract work within our Service and Rentals Segment in both Connecticut and Maine;

• the development of new services and technologies by us or our competitors;

• the availability of qualified personnel;

• the condition of our assets;

• the impact of legal proceedings;

• general economic conditions;

• the profitability of our Real Estate Segment, which is subject to the amount of land we have available for sale and/or donation, the demand for any available land, the continuation of the current state tax benefits relating to the donation of land for open space purposes and regulatory approval for land dispositions; and

• acquisition-related costs and synergies.

23

Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to:

• changes in general economic, business, credit and financial market conditions;

• changes in environmental conditions, including those that result in water use restrictions;

• abnormal weather conditions;

• increases in energy and fuel costs;

• unfavorable changes to the federal and/or state tax codes;

• significant changes in, or unanticipated, capital requirements;

• significant changes in our credit rating or the market price of our common stock;

• our ability to integrate businesses, technologies or services which we may acquire, including the acquisitions of The Maine Water Company and the Biddeford and Saco Water Company in 2012;

• our ability to manage the expansion of our business;

• the extent to which we are able to develop and market new and improved services;

• the continued demand by telecommunication companies for antenna site leases on our property;

• the effect of the loss of major customers;

• our ability to retain the services of key personnel and to hire qualified personnel as we expand;

• labor disputes;

• increasing difficulties in obtaining insurance and increased cost of insurance;

• cost overruns relating to improvements or the expansion of our operations;

• increases in the costs of goods and services;

• civil disturbance or terroristic threats or acts; and

• changes in accounting pronouncements.

Given these uncertainties, you should not place undue reliance on these forward-looking statements.  You should read this 10-Q, the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (“10-K”) and the documents that we incorporate by reference into the 10-K completely and with the understanding that our actual future results, performance and achievements may be materially different from what we expect.  These forward-looking statements represent our assumptions, expectations and beliefs only as of the date of this 10-Q.  Except for our ongoing obligations to disclose certain information under the federal securities laws, we are not obligated, and assume no obligation, to update these forward-looking statements, even though our situation may change in the future.  For further information or other factors which could affect our financial results and such forward-looking statements, see Part I, Item 1A“Risk Factors” found in the 10-K.  We qualify all of our forward-looking statements by these cautionary statements.

Part I, Item 3:  Quantitative and Qualitative Disclosure About Market Risk

The primary market risk faced by the Company is interest rate risk.  The Company has no exposure to derivative financial instruments or financial instruments with significant credit risk or off-balance-sheet risks.  In addition, the Company is not subject, in any material respect, to any currency or other commodity risk.

The Company is subject to the risk of fluctuating interest rates in the normal course of business.  The Company’s exposure to interest fluctuations is managed at the Company and subsidiary operations levels through the use of a combination of fixed rate long-term debt, variable long-term debt and short-term variable borrowings under financing arrangements entered into by the Company and its subsidiaries.  The Company has $37.25 million of variable rate lines of credit with two banks, under which the interim bank loans payable at March 31, 2013 were approximately $1.0 million.

As of March 31, 2013, the Company had $22.05 million of variable-rate long-term debt outstanding.  Holding other variables constant, including levels of indebtedness, a one-percentage point change in interest rates would impact pre-tax earnings by approximately $0.2 million, annually.  The Company monitors its exposure to variable rate debt and will make future financing decisions as the need arises.

24

Part I, Item 4:  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2013, management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)).  Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2013, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting

On December 10, 2012, the acquisition of BSWC closed. The Company is currently in the process of integrating BSWC’s operations, processes, and internal controls. See Note 11 to the Condensed Consolidated Financial Statements in Part I, Item I for additional information relating to the acquisition.

Part II, Item 1:  Legal Proceedings

We are involved in various legal proceedings from time to time.  Although the results of legal proceedings cannot be predicted with certainty, there are no pending legal proceedings to which we or any of our subsidiaries are a party or to which any of our properties is the subject that presents a reasonable likelihood of a material adverse impact on the Company.

Part II, Item 1A: Risk Factors

Information about the material risks related to our business, financial condition and results of operations for the three months ended ended March 31, 2013 does not materially differ from that set out under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012. You should carefully consider the risk factors and other information discussed in our Annual Report on Form 10-K for the year ended December 31, 2012, as well as the information provided elsewhere in this report. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair the Company's business operations, financial condition or operating results.

Part II, Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

No stock repurchases were made during the quarter ended March 31, 2013.

25

Part II, Item 6: Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger between Connecticut Water Service, Inc., Biddeford and Saco Water Company, and OAC, Inc. (Exhibit 2.1 to Form 8-K filed on July 19, 2012)
3.1	Certificate of Incorporation of Connecticut Water Service, Inc. amended and restated as of April, 1998.  (Exhibit 3.1 to Form 10-K for the year ended December 31, 1998).
3.2	By-Laws, as amended, of Connecticut Water Service, Inc. as amended and restated as of August 12, 1999. (Exhibit 3.2 to Form 10-K for the year ended December 31, 1999).
3.3	Certification of Incorporation of The Connecticut Water Company effective April, 1998.  (Exhibit 3.3 to Form 10-K for the year ended December 31, 1998).
3.4	Certificate of Amendment to the Certificate of Incorporation of Connecticut Water Service, Inc. dated August 6, 2001 (Exhibit 3.4 to Form 10-K for the year ended December 31, 2001).
3.5	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated April 23, 2004.  (Exhibit 3.5 to Form 10-Q for the quarter ended March 31, 2003).
10.1*	Nonstandardized Adoption Agreement Prototype Cash or Deferred Profit-Sharing Plan, effective as of January 1, 2012.
31.1*	Rule 13a-14 Certification of Eric W. Thornburg, Chief Executive Officer.
31.2*	Rule 13a-14 Certification of David C. Benoit, Chief Financial Officer.
32**	Certification of Eric W. Thornburg, Chief Executive Officer, and David C. Benoit, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase
* filed herewith
** furnished herewith

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Connecticut Water Service, Inc. (Registrant)
Date:	May 8, 2013	By:  /s/ David C. Benoit
		David C. Benoit Vice President – Finance and Chief Financial Officer
Date:	May 8, 2013	By:  /s/ Nicholas A. Rinaldi
		Nicholas A. Rinaldi Controller

27

EX-10.1

NONSTANDARDIZED ADOPTION AGREEMENT

PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN

Sponsored by

Wells Fargo Bank, N.A.

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01.

I.    EMPLOYER INFORMATION

If more than one Employer is adopting the Plan, complete this section based on the lead Employer. Additional Employers who are members of the same controlled group or affiliated service group may adopt this Plan by completing and executing a Participation Agreement that, once executed, will become part of this Adoption Agreement.

A.    Name And Address:

Connecticut Water Company

93 West Main Street

Clinton, CT 06413-1600

B.    Telephone Number: 860-669-8630

C.    Employer’s Tax ID Number: 06-0713930

D.    Form Of Business:

[]    1.    Sole Proprietor        []    5.    Limited Liability Company

[]    2.    Partnership        []    6.    Limited Liability Partnership

[x]    3.    Corporation        []    7.    

[]    4.    S Corporation

E.    Is The Employer Part Of A Controlled Group?    [x]  YES    []  NO

Part Of An Affiliated Service Group?    []  YES    [x]  NO

F.    Name Of Plan: Savings Plan of the Connecticut Water Company

G.    Three Digit Plan Number: 003

H.    Employer’s Tax Year End: December 31

I.    Employer’s Business Code: 221300

II.    EFFECTIVE DATE

A. New Plan:

This is a new Plan having an Effective Date of __________________________. The Effective Date may be no earlier than the Plan Year beginning after December 31, 2001 or if later, the first day of the Plan Year in which it is adopted.

B. Amended and Restated Plans:

This is an amendment and/or restatement of an existing Plan. The initial Effective Date of the Plan was January 1, 1985. The Effective Date of this amendment and/or restatement is January 1, 2012. The Effective Date of the restated Plan may be no earlier than for Plan Years beginning after December 31, 2001.

1 401(k) NS AA #010

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C. Amended or Restated Plans for EGTRRA:

This is an amendment and/or restatement of an existing Plan to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-17 (EGTRRA)]. The initial Effective Date of the Plan was ________________________________________. Except as provided for in the Plan, the Effective Date of this amendment and/or restatement is __________________________. (The restatement date should be no earlier than the first day of the current Plan Year. The Plan contains appropriate retroactive Effective Dates with respect to provisions of EGTRRA.)

Except to the extent permitted under Code Section 411(d)(6) and the Regulations issued thereunder, an Employer cannot reduce, eliminate or make subject to Employer discretion any Code Section 411(d)(6) protected benefit. Where this Plan document is being adopted to amend another plan that contains a protected benefit not provided for in the Basic Plan Document #01, the Employer may complete Schedule A as an addendum to this Adoption Agreement. Schedule A describes such protected benefits and shall become part of this Plan. If a prior plan document contains a plan feature not provided for in the Basic Plan Document #01, the Employer may attach Schedule B describing such feature. Provisions listed on Schedule B may not be covered by the IRS Opinion Letter issued with respect to the Basic Plan Document #01.

D.    Effective Date for Elective Deferrals:

If different from above, the Elective Deferral provisions shall be effective __________________________.

E.Effective Date for Safe Harbor 401(k) Contributions:

If different from above, this provision shall be effective January 1, 2009. This provision must be adopted prior to the first day of the Plan Year and remain in effect for an entire twelve (12) month period.

F.Effective Date for Roth Elective Deferrals:

If different from above, Roth Elective Deferral provisions shall be effective __________________________. The Effective Date of this provision cannot be earlier than January 1, 2006.

G. Frozen Plan:

This Plan was frozen effective __________________________. For any period following this Effective Date, neither the Employer nor any Participant may contribute to this Plan, and no otherwise eligible Employee shall become a Participant in this Plan. All existing account balances will become fully vested as of the date specified above.

III.    DEFINITIONS

A.    “Compensation”

Select the definition of Compensation, the Compensation Computation Period, any Compensation Dollar Limitation and Exclusions from Compensation for each contribution type from the options listed below. Enter the letter of the option selected on the lines provided below. Leave the line blank if no election needs to be made. The Compensation Computation Period must be the same as the Limitation Year defined at Section III(F).

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Employer Contribution Type	Compensation Definition	Compensation  Computation  Period	Compensation Dollar Limitation	Exclusions From Compensation
All Contributions	d	a	$	b, c, d, g, j
Elective Deferrals (including Roth Elective Deferrals, if applicable)			$
Voluntary After-tax			$
Required After-tax			$
Matching Contribution (Formula 1)			$
Matching Contribution (Formula 2)			$
Non-Elective Contribution (Formula 1)			$
Non-Elective Contribution (Formula 2)			$
Safe Harbor Contribution			N/A	N/A
QNEC			$
QMAC			$
ADP/ACP Tests			N/A	N/A

1.    Compensation Definition:

a. Code Section 3401(a) - W-2 Compensation subject to income tax withholding at the source, with all pre-tax contributions excluded.

b. Code Section 3401(a) - W-2 Compensation subject to income tax withholding at the source, with all pre-tax contributions included [Plan defaults to this election].

c. Code Section 6041/6051 - Income reportable on Form W-2, with all pre-tax contributions excluded.

d. Code Section 6041/6051 - Income reportable on Form W-2, with all pre-tax contributions included.

e. Code Section 415 - All income received for services performed for the Employer, with all pre-tax contributions excluded.

f. Code Section 415 - All income received for services performed for the Employer, with all pre-tax contributions included.

The selection of any of the above definitions of Compensation meets the Code Section 414(s) definition of Compensation. The Code Section 415 definition shall always apply with respect to sole proprietors and partners.

[] 2.    Deemed Compensation from permitted waiver of group health coverage under a Cafeteria Plan Arrangement: The Employer elects to include deemed Code Section 125 Compensation not available to a Participant in cash in lieu of group health coverage in the Plan’s definition of Compensation.

3. Compensation Computation Period:

a. Compensation paid during a Plan Year while a Participant [Plan defaults to this election].

b.    Compensation paid during the entire Plan Year.

c.    Compensation paid during the Employer's fiscal year.

d. Compensation paid during the calendar year.

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401(k) NS AA #010

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4. Compensation Dollar Limitation: The dollar limitation section does not need to be completed unless Compensation of less than the Code Section 401(a)(17) limit of $200,000 is to be used. When an integrated allocation formula in Section VI is selected, Compensation cannot be limited to an amount less than the maximum amount under Code Section 401(a)(17).

5.    Exclusions from Compensation (non-integrated plans only):

a. There will be no exclusions from Compensation under the Plan [Plan defaults to this safe harbor election].

b. Overtime

c.    Bonuses

d.    Commissions

e. Exclusion applies only to Participants who are Highly Compensated Employees [safe harbor].

f. Holiday and vacation pay

g. Reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation, and welfare benefits [safe harbor].

h. Post-severance payments, as described in paragraph 1.17(c)(6) of Basic Plan Document #01. (This exclusion may apply no earlier than the 2005 Limitation Year.)

i. Compensation in excess of $__________________________ for Highly Compensated Employees [safe harbor].

j. Other: Employer's cost for any public or private employee benefit plan; CDL premium, standby and shift differential pay

Any exclusion of Compensation except (a), (e), (g), (h) and (i) must satisfy the requirements of Section 1.401(a)(4) of the Income Tax Regulations and Code Section 414(s) and the Regulations thereunder. These exclusions do not fall under the “safe harbor” modifications to Compensation and therefore must be tested to determine if the modified definition of Compensation satisfies Code Section 414(s).

B. “Disability”

[x]    1.    As defined in the Basic Plan Document #01 [Plan defaults to this election].

[]    2.    As defined in the Employer’s Disability Insurance Plan.

[] 3.    An individual will be considered to be disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration. An individual shall not be considered to be disabled unless he or she furnishes proof of the existence thereof in such form and manner as the Secretary of the Treasury may prescribe.

C. “Highly Compensated Employees – Top-Paid Group Election”

1.    Top-Paid Group Election: In determining who is a Highly Compensated Employee, the Employer may make the Top-Paid Group election. The effect of this election is that an Employee (who is not a 5% owner at any time during the determination year or the look-back year) who earned more than $95,000, as indexed for the look-back year, is a Highly Compensated Employee if the Employee was in the Top-Paid Group for the look-back year. This election is applicable for the Plan Year in which this Plan is effective.

[x]    a.    The Employer does not make the Top-Paid Group election.

[] b.    The Employer makes the Top-Paid Group election [Plan defaults to this election].

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401(k) NS AA #010

44

[] 2.    Calendar Year Data Election: If the Plan Year is not the calendar year, the prior year computation period for purposes of determining if an Employee earned more than $95,000, as indexed, is the calendar year beginning in the prior Plan Year. This election is applicable for the Plan Year in which this Plan is effective.

D.    “Hours Of Service”

Hours shall be determined by the method selected below. The method selected shall be applied to all Employees:

[]    1.    Not applicable. A Year of Service (Period of Service) is defined using the Elapsed Time method.

[x]    2.    On the basis of actual hours for which an Employee is paid or entitled to payment [Plan defaults to this election].

[]    3.    On the basis of days worked. An Employee shall be credited with ten (10) Hours of Service if the Employee would be credited with at least one (1) Hour of Service during the day.

[]    4.    On the basis of weeks worked. An Employee shall be credited with forty-five (45) Hours of Service if the Employee would be credited with at least one (1) Hour of Service during the week.

[]    5.    On the basis of semi-monthly payroll periods. An Employee shall be credited with ninety-five (95) Hours of Service if the Employee would be credited with at least one (1) Hour of Service during the semi-monthly payroll period.

[]    6.    On the basis of months worked. An Employee shall be credited with one-hundred-ninety (190) Hours of Service if the Employee would be credited with at least one (1) Hour of Service during the month.

E. “Integration Level”

[x]    1.    Not applicable. Either the Plan's allocation formula is not integrated with Social Security or there are no Non-Elective Employer Contributions being made to the Plan [Plan defaults to this election].

[]    2.    The Taxable Wage Base.

[]    3.    ________% (not more than 100%) of the Taxable Wage Base.

[]    4.    $________, provided that such amount is not in excess of the amount determined under paragraph (E)(2) above.

[]    5.    One dollar over 80% of the Taxable Wage Base.

[]    6.    20% of the Taxable Wage Base.

F.    “Limitation Year”

Unless elected otherwise below, the Limitation Year shall be the Plan Year.

The twelve (12) consecutive month period commencing on January 1 and ending on December 31.

If applicable, there will be a short Limitation Year commencing on ___________________________ and ending on ___________________________. Thereafter, the Limitation Year shall end on the date specified above.

G.    “Net Profit”

[x] 1.    Not applicable. Employer contributions to the Plan are not conditioned on profits [Plan defaults to this election].

[] 2.    Net Profits are required for making Employer contributions and are defined as follows:

[] a.    As defined in the Basic Plan Document #01.

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401(k) NS AA #010

55

[]    b.    Net Profits will be defined in a uniform and nondiscriminatory manner which will not result in a deprivation of an eligible Participant of any Employer Contribution.

c.    Net Profits are required for the following types of contributions:

[]    i.    Employer Matching Contributions (Formula 1).

[]    ii.    Employer Matching Contributions (Formula 2).

[]    iii.    Employer QNEC and QMAC Contributions.

[]    iv.    Non-Elective Employer Contributions (Formula 1).

[]    v.    Non-Elective Employer Contributions (Formula 2).

Elective Deferrals, Top-Heavy minimums (if required), and Safe Harbor Contributions (if applicable) must be contributed regardless of profits.

H.    “Plan Year”

The 12-consecutive month period commencing on January 1 and ending on December 31.

If applicable, there will be a short Plan Year commencing on ___________________________ and ending on ___________________________. Thereafter, the Plan Year shall end on the date specified above.

I.    “QDRO Payment Date”

[x] 1.    The date the QDRO is determined to be qualified [Plan defaults to this election].

[] 2.    The statutory age fifty (50) requirement applies for purposes of making distribution to an alternate payee under the provisions of a QDRO.

J. “Qualified Joint and Survivor Annuity”

[x] 1.    Not applicable. The Plan is not subject to Qualified Joint and Survivor Annuity rules. The safe harbor provisions of paragraph 8.7 of the Basic Plan Document #01 apply. The normal form of payment is a lump sum. No annuities are offered under the Plan [Plan defaults to this election].

[] 2.    The normal form of payment is a lump sum. The Plan does provide for annuities as an optional form of payment at Section XVI(D) of the Adoption Agreement. The Plan’s Joint and Survivor Annuity rules are avoided and the safe harbor provisions of paragraph 8.7 of the Basic Plan Document #01 will apply, unless the Participant elects to receive his or her distribution in the form of an annuity. If this option is selected, Section III(K) below must also be completed.

[] 3.    The Joint and Survivor Annuity rules are applicable and the survivor annuity will be ________% (50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives of the Participant and his or her Spouse. If no selection is specified, 50% shall be deemed elected.

K. “Qualified Pre-Retirement Survivor Annuity”

Do not complete this section if paragraph (J)(1) was elected.

[] 1.    The Qualified Pre-Retirement Survivor Annuity shall be 100% of the Participant’s Vested Account Balance in the Plan as of the date of the Participant’s death.

[] 2.    The Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participant’s Vested Account Balance in the Plan as of the date of the Participant’s death.

If this provision applies but no selection is made, the Qualified Pre-Retirement Survivor Annuity shall be 50%.

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L.    “Valuation of Plan Assets”

The assets of the Plan shall be valued on the last day of the Plan Year and on the following Valuation Date(s):

[]    1.    There are no other mandatory Valuation Dates.

[x]    2.    The Valuation Dates are applicable for the contribution type specified below:

Contribution Type   Valuation Date	Valuation Date
All Contributions	a
Elective Deferrals (including Roth Elective Deferrals, if applicable)
Voluntary After-tax Contributions
Required After-tax Contributions
Deemed IRA Contribution
Matching Contributions (Formula 1)
Matching Contributions (Formula 2)
Non-Elective Contributions (Formula 1)
Non-Elective Contributions (Formula 2)
Safe Harbor Contributions
QNEC
QMAC

a.    Daily valued.

b.    The last day of each month.

c.    The last day of each quarter in the Plan Year.

d.    The last day of each semi-annual period in the Plan Year.

e.    Other: .

(Note: Date must be at least once during the Plan Year.)

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IV.    ELIGIBILITY REQUIREMENTS

Complete the following using the eligibility requirements as specified for each contribution type. To become a Participant in the Plan, the Employee must satisfy the following eligibility requirements.

Contribution Type	Minimum Age	Service Requirement	Class Exclusions	Eligibility Computation Period	Entry Date
All Contributions
Elective Deferrals (including Roth Elective Deferrals, if applicable)	1	3	6, 9	1	5
Voluntary After-tax Contributions
Required After-tax Contributions
Matching Contributions (Formula 1)
Matching Contributions (Formula 2)
Non-Elective Contributions (Formula 1)	1	3	6, 9, 10	1	5
Non-Elective Contributions (Formula 2)
Safe Harbor Contributions*	1	3	6, 9	1	5
QNECs
QMACs

*If any age or Service requirement selected is more restrictive than that which is imposed on any Employee contribution, that group of Employees will be subject to the ADP and/or ACP testing as prescribed under applicable IRS Regulations

A.    Age:

1.    No age requirement.

2. Insert the applicable age in the chart above. The age may not be more than twenty-one (21).

B. Service:

The maximum Service requirement for Elective Deferrals is one (1) year. For all other contributions, the maximum is two (2) years. If a Service requirement greater than one (1) year is selected, Participants must be 100% vested in that contribution.

1.    No Service requirement.

2. Completion of _______ Days of Service. [No more than 730 Days of Service may be required; if more than 365 days are entered here, Participants must be 100% vested upon entering the Plan.]

3. Completion of 6 months of Service [No more than twenty-four (24) months of Service may be required; if more than twelve (12) months are entered here, Participants must be 100% vested upon entering the Plan.]

4. Completion of _______ months of Service [No more than twenty-four (24) months of Service may be required; if more than twelve (12) months are entered here, Participants must be 100% vested upon entering the Plan.]

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5. One (1) Year of Service or Period of Service.

6. Two (2) Years of Service or Periods of Service.

7. One (1) Expected Year of Service. An Employee whose position is required as a condition of employment to work a Year of Service may enter after six (6) months of actual Service.

8.    One (1) Expected Year of Service. An Employee whose position is required as a condition of employment to work a Year of Service may enter after __________ months of actual Service [must be twelve (12) months or less].

9.    One (1) Expected Year of Service. An Employee whose position is required as a condition of employment to work a Year of Service may enter after __________ months of actual Service [must be twelve (12) months or less].

10.    Completion of ___________ Hours of Service (1,000 hours or less) within the ___________ month(s) time period [the monthly period must be a pro-ration of twelve (12) months or less] following an Employee's commencement of employment. An Employee who is otherwise eligible who meets the statutory one (1) Year of Service requirement and any age requirement if applicable, shall participate in the Plan not later than the earlier of the first day of the first Plan Year after the Employee has met the statutory requirements or six (6) months after the day such requirements are met.

11.    Completion of ___________ Hours of Service (may not be more than 1,000 Hours).

C. Method for Measuring Service Eligibility Period (do not enter this method in the table above):

A Year of Service for eligibility purposes is defined as follows (choose one):

[] 1.    Not applicable.

[x] 2.    Hours of Service method. A Year of Service will be credited upon completion of 1000 Hours of Service. A Year of Service for eligibility purposes may not be less than one (1) Hour of Service nor greater than 1,000 hours by operation of law. If left blank, the Plan will use 1,000 hours.

[] 3.    Elapsed Time method

D. Employee Class Exclusions:

The exclusion of any classification may cause the Plan to fail the ratio percentage test under Code Section 410(b)(1)(A) or (B) which may require the Plan to be tested under the average benefits test of Code Section 410(b)(1)(C).

1. Employees included in a unit of Employees covered by a collective bargaining agreement between the Employer and Employee Representatives, if benefits were the subject of good faith bargaining and if two percent or less of the Employees are covered pursuant to the agreement are professionals as defined in Regulations Section 1.410(b)-9, unless participation in this Plan is specifically provided for in the collective bargaining agreement. For this purpose, the term “employee representative” does not include any organization more than half of whose members are owners, officers, or executives of the Employer.

2.    Employees who are non-resident aliens [within the meaning of Code Section 7701(b)(1)(B)] who receive no Earned Income [within the meaning of Code Section 911(d)(2)] from the Employer which constitutes income from sources within the United States [within the meaning of Code Section 861(a)(3)].

3.    Employees compensated on an hourly basis.

4.    Employees compensated on a salaried basis.

5.    Employees compensated on a commission basis.

6.    Leased Employees.

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7.    Highly Compensated Employees.

8.    Key Employees.

9. Employees of any member of the controlled and/or affiliated service group Employer whose Employer does not affirmatively adopt this Plan.

10.    The Plan shall exclude from participation any nondiscriminatory classification of Employees determined as follows (any exclusion must pass coverage and nondiscrimination testing):

1.    Employees of The Connecticut Water Company, Connecticut Water Service, Inc., or any related employer or predecessor employer who commenced employment with any such entity prior to January 1, 2009 shall be excluded. However, if any such Employee terminates employment with any such entity and returns to employment on or after January 1, 2009, the exclusion shall no longer apply.

2.    Employees of The Maine Water Company first employed by Consumers Water Company, Consumers Maine Water Company, Aqua America, Inc. or Aqua Maine, Inc. prior to April 1, 2003 shall be excluded. However, if any such employee terminates employment with any such entity or with The Maine Water Company and returns to employment, the exclusion shall no longer apply unless such resumption of employment occurred prior to August 6, 2003.

3.    In no event shall a Participant be eligible for the contributions referenced in Section VI K 3 of this Adoption Agreement if he is entitled to actively participate in The Connecticut Water Company Employees’ Retirement Plan.

E. Eligibility Computation Period:

The initial eligibility computation period shall commence on the date on which an Employee first performs an Hour of Service and end with the first anniversary thereof. Each subsequent computation period shall commence on:

1. Not applicable. The Plan has a Service requirement of less than one (1) year or uses the Elapsed Time method to determine eligibility.

2.    The anniversary of the Employee’s employment commencement date and each subsequent twelve (12) consecutive month period thereafter.

3.    The first day of the Plan Year which commences prior to the first anniversary date of the Employee’s employment commencement date and each subsequent Plan Year thereafter.

F. Entry Date:

1. The Employee’s date of hire.

2. The first day of the month coinciding with or next following the date on which an Employee meets the eligibility requirements.

3.    The first day of the payroll period coinciding with or next following the date on which an Employee meets the eligibility requirements, or as soon as administratively feasible thereafter.

4.    When the Days of Service method is selected at Section IV(B)(2), the Entry Date shall be the day the Employee meets the eligibility requirements, or as soon as administratively feasible thereafter.

5. The earlier of the first day of the Plan Year, or the first day of the fourth, seventh or tenth month of the Plan Year coinciding with or next following the date on which an Employee meets the eligibility requirements.

6.    The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date on which an Employee meets the eligibility requirements.

7.    The first day of the Plan Year following the date on which the Employee meets the eligibility requirements. If this election is made, the Service waiting period cannot be greater than

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one-half year and the minimum age requirement may not be greater than age twenty and one-half (20½).

8.    The first day of the Plan Year nearest the date on which an Employee meets the eligibility requirements. This option can only be selected for Employer related contributions.

9. The first day of the Plan Year during which the Employee meets the eligibility requirements. This option can only be selected for Employer related contributions.

10. Other: ________________________.

This option may not require an entry date more than two (2) months following the date on which an Employee meets the eligibility requirements.

G. Employees on Effective Date:

If option (1) is selected, options (2) and (3) should not be selected. Options (2) and (3) can be selected or just option (2) or (3).

[x] 1.    All Employees will be required to satisfy both the age and Service requirements specified above.

[] 2.    Employees employed on the Plan’s Effective Date do not have to satisfy the age requirement specified above.

[] 3.    Employees employed on the Plan's Effective Date do not have to satisfy the Service requirement specified above.

H.    Special Waiver of Eligibility Requirements:

The age and/or Service eligibility requirements specified above shall be waived for the eligible Employees specified below who are employed on the specified date for the contribution type(s) specified. This waiver applies to either the age or Service requirement or both as elected below.

Waiver Date	Waiver of Age Requirement	Waiver of Service Requirement	Contribution Type
Closing date of purchase of Aqua Maine, Inc. by Connecticut Water Service, Inc.		x	All Contributions
			Elective Deferrals (including Roth Elective Deferrals, if applicable)
			Matching Contribution (Formula 1)
			Matching Contribution (Formula 2)
			Non-Elective Contribution (Formula 1)
			Non-Elective Contribution (Formula 2)
			Safe Harbor Contribution
			QNEC
			QMAC

The waiver above applies to:

[]    1.    All eligible Employees employed on the specified date.

[x]    2.    The indicated class of Employees employed on the specified date.

Employees of Aqua Maine, Inc. on such Closing Date.

Note: Any selection here may cause the Plan to be discriminatory in operation and therefore would have to be tested for nondiscrimination.

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V. RETIREMENT AGES

A. Normal Retirement:

Select option (1) or (2) and either (3)(a) or (3)(b).

[x] 1.    Normal Retirement Age shall be age 65 [not to exceed sixty-five (65)].

[] 2.    Normal Retirement Age shall be the later of attaining age ________ [not to exceed age sixty-five (65)] or the ________ (not to exceed the fifth) anniversary of the first day of the first Plan Year in which the Participant commenced participation in the Plan.

3.    The Normal Retirement Date shall be:

[x] a.    as of the date the Participant attains Normal Retirement Age [Plan defaults to this election].

[]    b.    the first day of the month next following the Participant’s attainment of Normal Retirement Age.

B.    Early Retirement:

[]    1.    Not applicable.

[x] 2.    The Plan shall have an Early Retirement Age of 55 [not less than age fifty-five (55)] and completion of 1 Year of Service.

3.    The Early Retirement Date shall be:

[x]    a.    as of the date the Participant attains Early Retirement Age [Plan defaults to this election].

[]    b.    the first day of the month next following the Participant’s attainment of Early Retirement Age.

VI.    CONTRIBUTIONS TO THE PLAN

The Employer shall make contributions to the Plan in accordance with the formula or formulas selected below. The Employer’s contribution shall be subject to the limitations contained in Articles III and X of the Basic Plan Document #01. For this purpose, a contribution for a Plan Year shall be limited by Compensation earned in the Limitation Year that ends with or within such Plan Year. For Limitation Years beginning on or after January 1, 2002, except to the extent permitted under paragraph 4.6(h) of the Basic Plan Document #01 and under Code Section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s account under the Plan for any Limitation Year beginning after December 31, 2001 shall not exceed the lesser of (a) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or (b) 100% of the Participant’s Compensation within the meaning of Code Section 415(c)(3), for the Limitation Year.

A. Elective Deferrals:

1.Participants shall be permitted to make Elective Deferrals:

[]     a.    in any amount up to ____________% (may be no more than 100%) of Compensation.

[x]    b.    in any amount from a minimum of 1% (may be no less than 1%) to a maximum of 50% (may be no more than 100%) of their Compensation not to exceed $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[x]    c.    in a flat dollar amount from a minimum of $500.00 (may be no less than $500) to a maximum of $_____________, [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable] not to exceed ______% (no more than 100%) of their Compensation.

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[]    d.    in any amount up to the maximum percentage of Compensation and dollar amount permissible under Code Section 402(g) and 414(v) not to exceed the limits of Code Section 401(k), 404 and 415.

[] e.    Highly Compensated Employees may defer any amount up to ____% (may be no more than 100%) of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[x] f.     Catch-up Contributions may be made by eligible Participants.

2. Participants shall be permitted to terminate their Elective Deferrals (including Roth Elective Deferrals, if any) at any time upon proper and timely notice to the Employer. Modifications and reinstatement of Participants’ Elective Deferrals will become effective as soon as administratively feasible on a prospective basis as provided for below:

ModificationsReinstatementMethod

[] []    On a daily basis.

[x] [x]    On the first day of each quarter.

[] []    On the first day of the next month.

[] []    The beginning of the next payroll period.

[] []    On the first day of the next semi-annual period.

[] n/a    Upon _____ days notice to the Plan Administrator.

n/a []    Upon _____ days notice to the Plan Administrator.

[]    B.    Roth Elective Deferrals:

If Participants are permitted to make Elective Deferrals, they shall also be permitted to make Roth Elective Deferrals. Roth Elective Deferrals may be treated as Catch-Up Contributions.

C. Bonus Option:

[x] 1.    Not applicable. The Plan’s definition of Compensation excludes bonuses from deferrable Compensation for both Elective Deferrals and Roth Elective Deferrals.

[] 2.    Not applicable. Participants are not permitted to make a separate deferral election and the Participant’s deferral amount elected on their Salary Deferral Agreement will also apply to any bonus received by the Participant for any Plan Year.

[]    3.    The Employer permits a Participant to amend his or her deferral election to defer to the Plan an amount not to exceed __________% (may be no more than 100%) or $_________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable] of any bonus received by the Participant for any Plan Year.

[] D.    Automatic Enrollment:

The Employer elects the automatic enrollment provisions for Elective Deferrals as follows. Automatic enrollment in Roth Elective Deferrals is not permitted under the Plan. The automatic enrollment provisions apply to all eligible Employees. Employees and Participants shall have the right to amend the stated automatic Elective Deferral percentage or receive cash in lieu of deferral into the Plan.

1.        RESERVED

[]    2.    Automatic Deferrals:

a.    New Employees: Employees who have not met the eligibility requirements shall have Elective Deferrals withheld in the amount of ________% (not more than 10%) of Compensation or $________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable] upon entering the Plan.

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[] i.    On an annual basis the Elective Deferral rate under the Plan shall be increased up to a maximum amount determined by the Employer.

[] ii.    After _____ Years of Service, the amount specified above shall increase to ____% (no more than 10%) or $______ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[]    This requirement is effective for Employees hired on or after ______________________.

[] b.    Current Employees: Employees who are eligible to participate but not deferring shall have Elective Deferrals withheld in the amount of ______ % (not more than 10%) of Compensation or $_________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[] i.    On an annual basis the Elective Deferral rate under the Plan shall be increased up to a maximum amount determined by the Employer.

[] ii.    After _____ Years of Service, the amount specified above shall increase to _____% (no more than 10%) or $_______ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[] c.    Current Participants: Current Participants who are deferring at a percentage less than the amount selected herein shall have Elective Deferrals withheld in the amount of ________% (not more than 10%) of Compensation or $________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[] i.    On an annual basis the Elective Deferral rate under the Plan shall be increased up to a maximum amount determined by the Employer.

[] ii.    After _____ Years of Service, the amount specified above shall increase to _____% (no more than 10%) or $_______ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

Employees and Participants shall have the right to amend the stated automatic Elective Deferral provisions or receive cash in lieu of deferral into the Plan. For purposes of this provision, Employees returning an election form indicating a “zero” deferral amount shall be deemed “Current Participants”.

E. Voluntary After-tax Contributions:

If the Employer wishes to reserve the right to recharacterize Elective Deferrals as Voluntary After-tax Contributions in order to pass the ADP/ACP Test, this section must be completed.

[x] 1.    The Plan does not permit Voluntary After-tax Contributions.

[] 2.    Participants may make Voluntary After-tax Contributionsin any amount from a minimum of ________% (may not be less than 1%) to a maximum of ______% (may be no more than 100%) of their Compensation or a flat dollar amount from a minimum of $____________ (may not be less than $1,000) to a maximum of $______________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[] 3.    Participants may make Voluntary After-tax Contributions in any amount up to the maximum permitted by law.

[] 4.    The maximum combined limit of Elective Deferrals, Roth Elective Deferrals, and Voluntary After-tax Contributions will not exceed ______% (may be no more than 100%) of Compensation or $_______ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

F. Required After-tax Contributions (for Thrift Savings Plans only):

[x] 1.    The Plan does not permit Required After-tax Contributions.

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[] 2.    Participants shall be required to make Required After-tax Contributions as follows:

[]    a.    ________% (may be no more than 100%) of Compensation.

[]    b.    A percentage determined by the Employee.

[] c.    A flat dollar amount of $________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

[] d.    The maximum combined limit of Elective Deferrals, Roth Elective Deferrals and Required After-tax Contributions will not exceed ______% (may be no more than 100%) of Compensation or $_______ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

G.    Rollover Contributions:

[]    1.    The Plan does not accept Rollover Contributions.

[x]    2.    Rollover Contributions may be made:

[] a.    after meeting the eligibility requirements for participation in the Plan.

[x] b.    prior to meeting the eligibility requirements for participation in the Plan.

3. The Plan will accept a Participant Rollover Contribution of an Eligible Rollover Distribution from (check only those that apply):

[x]    a.    A Qualified Plan described in Code Section 401(a) or 403(a).

[x]    b.    An annuity contract described in Code Section 403(b).

[] c.    An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

[] d.    An Individual Retirement Account (which was not used as a conduit from a Qualified Plan) or Annuity described in Code Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includable in gross income.

4. The Plan will accept a Direct Rollover of an Eligible Rollover Distribution from (check only those that apply):

[ ] a.    A Qualified Plan described in Code Section 401(a) or 403(a), excluding Voluntary After-tax Contributions.

[x] b.    A Qualified Plan described in Code Section 401(a) or 403(a), including Voluntary After-tax Contributions.

[x] c.    An annuity contract described in Code Section 403(b), excluding Voluntary After-tax Contributions.

[] d.    An annuity contract described in Code Section 403(b), including Voluntary After-tax Contributions.

[] e.    An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state.

[] f.    A Roth Elective Deferral Account if it is a Direct Rollover from another Roth Elective Deferral Account under a Qualified Plan described in Code Section 402A(e)(1) and only to the extent the rollover is permitted under Code Section 402(c).

H.    Deemed IRA Contributions/Reserved:

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[x]    1.    The Plan does not accept any Deemed IRA contributions.

[]        2.    Deemed IRA contributions may be made to this Plan for Plan Years beginning ___________ (may be no earlier than January 1, 2003):

[]    a.    In accordance with the Traditional IRA rules as described in the Basic Plan Document #01. An Individual must meet the eligibility requirements for participation in the Plan in order to make a “Deemed IRA” contribution.

[] b.    In accordance with the Roth IRA rules as described in the Basic Plan Document #01. An Individual must meet the eligibility requirements for participation in the Plan in order to make a “Deemed IRA” contribution.

[x]    I.    Safe Harbor Plan Provisions:

If the Safe Harbor Plan provisions are elected, the nondiscrimination tests at Article XI of the Basic Plan Document #01 are not applicable. Safe Harbor Contributions made are subject to the withdrawal restrictions of Code Section 401(k)(2)(B) and Treasury Regulation Section 1.401(k)-1(d); such contributions (and earnings thereon) must not be distributable earlier than severance from employment, death, Disability, an event described in Code Section 401(k)(10), or in the case of a profit-sharing or stock bonus plan, the attainment of age 59½. Safe Harbor Contributions are NOT available for Hardship withdrawals.

The ACP Test Safe Harbor is automatically satisfied if the only Matching Contribution to the Plan is either a Basic Matching Contribution or an Enhanced Matching Contribution that does not provide a match on Elective Deferrals in excess of 6% of Compensation. For Plans that allow Voluntary or Required After-tax Contributions, the ACP Test is applicable with regard to such contributions.

Employees eligible to make Elective Deferrals to this Plan must be eligible to receive the Safe Harbor Contribution in the Plan listed below, to the extent required by applicable IRS Regulations.

The Employer elects to comply with the Safe Harbor Cash or Deferred Arrangement provisions of Article XI of the Basic Plan Document #01 and elects one of the following contribution formulas:

1.    Safe Harbor Tests:

[] a.    Only the ADP Test Safe Harbor provisions are applicable. A formula in paragraphs (3), (4) or (5) below has been selected and the ADP Safe Harbor has been satisfied.

[] b.Only the ACP Test Safe Harbor provisions are applicable. No additional Matching Contributions would be needed in order to satisfy the ACP Safe Harbor if the Plans satisfies the Basic or Enhanced Match.

[x]        c.    Both the ADP and ACP Test Safe Harbor provisions are applicable. If both ADP and ACP provisions are applicable:

[x]    i.    No additional Matching Contributions will be made in any Plan Year in which the Safe Harbor provisions are used.

[] ii.    The Employer may make Matching Contributions in addition to any Safe Harbor Matching Contributions elected below. [Complete provisions in Section VI(J) regarding Matching Contributions that will be made in addition to those Safe Harbor Matching Contributions made below.]

Safe Harbor Contributions cannot be subject to an Hours of Service or employment on the last day of the Plan Year requirement.

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[] 2.    Designation of Alternate Plan to Receive Safe Harbor Contribution: If the Safe Harbor Contribution as elected below is not being made to this Plan, the name of the other plan that will receive the Safe Harbor Contribution is: .

[] 3.    Basic Matching Contribution Formula: Matching Contributions will be made on behalf of Participants in an amount equal to 100% of the amount of the Eligible Participant’s Elective Deferrals that do not exceed 3% of the Participant’s Compensation and 50% of the amount of the Participant’s Elective Deferrals that exceed 3% of the Participant’s Compensation but that do not exceed 5% of the Participant’s Compensation.

[] 4.    Enhanced Matching Contribution Formula: Matching Contributions will be made in an amount equal to the sum of:

a.    _________% of the Participant’s Elective Deferrals that do not exceed _________% of the Participant’s Compensation [insert a number that is three (3) or greater but not greater than six (6); if a number greater than six (6) is inserted or if left blank, this will not qualify as an Enhanced Matching Contribution Formula and the ADP test will apply], plus

[] b.    _________% of the Participant’s Elective Deferrals that exceed _________% of the Participant’s Compensation but do not exceed _________% of the Participant’s Compensation [insert a number that is three (3) or greater but not greater than six (6) in the second blank. Both blanks should be completed so that at any rate of Elective Deferrals, the Matching Contribution is at least equal to the Matching Contribution receivable if the Employer were making a Basic Matching Contribution. The rate of match cannot increase as Elective Deferrals increase. If a number greater than six (6) is inserted or if left blank, this will not qualify as an Enhanced Matching Contribution Formula and the ACP Test will apply.]

If an additional discretionary Matching Contribution is made, the dollar amount of that contribution may not exceed 4% of eligible Plan Compensation.

[x] 5.    Guaranteed Non-Elective Contribution Formula: The Employer shall make a Non-Elective Contribution equal to 3% (not less than 3%) of the Compensation of each Eligible Participant.

[] 6.    Flexible Non-Elective Contribution Formula: This provision provides the Employer with the ability to amend the Plan to comply with the Safe Harbor provisions during the Plan Year. To provide such option, the Employer must amend the Plan and indicate on Schedule C that the Safe Harbor Non-Elective Contribution (not less than 3%) will be made for the specified Plan Year. Such election must comply with all the applicable notice requirements.

Additional non-Safe Harbor Contributions may be made to the Plan pursuant to Section VI(J) hereof. Any additional contributions may be subject to nondiscrimination testing.

7. Limitations on Safe Harbor Matching Contributions: If a Safe Harbor Matching Contribution is made to the Plan:

[] a.    The Employer elects to match Safe Harbor Matching Contributions on an annual basis.

[] b.    The Employer elects to match actual Elective Deferrals made:

[]    i.    on a payroll basis [Plan defaults to this election].

[]    ii.    on a monthly basis.

[]    iii.    on a Plan Year quarterly basis.

[] iv.    The Employer elects to true up Safe Harbor Matching Contributions made to the Plan on the above basis.

If one of the Matching Contribution calculation periods at paragraph (7)(b) above is selected, Matching Contributions must be deposited to the Plan not later than the last day of the calendar quarter next following the quarter to which they relate.

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[] c.    The Employer will only contribute the Safe Harbor Contribution to Non-Highly Compensated Employees.

[]    J.    Matching Employer Contribution:

Do not complete this section of the Adoption Agreement if the Plan only offers a Safe Harbor Contribution. A Plan that offers both a Safe Harbor Contribution as well as an additional Employer Contribution that is specified below, must complete both Sections VI(I) and VI(J) of this Adoption Agreement.

Select the Matching Contribution Formula, Computation Period and special Limitations for each contribution type from the options listed below. Enter the letter of the option(s) selected on the lines provided. Leave the line blank if no election is required.

[] The Matching Contribution(s) selected below will be deemed an additional discretionary ACP Test Safe Harbor Matching Contribution in accordance with the selection made at Section VI(I). The allocation of any additional Matching Contribution made by the Employer will not exceed 4% of eligible Compensation.

[] The Matching Contribution(s) selected below will be deemed a discretionary contribution that will be subject to nondiscrimination testing.

Type of Contribution	Matching Contribution (Formula 1)	Matching Computation Period	Limitations	Matching Contribution (Formula 2)	Matching Computation Period	Limitations
Elective Deferrals (including Roth Elective Deferrals, if applicable)
Voluntary After-tax
Required After-tax
403(b) Deferrals

If any election is made with respect to “403(b) Deferrals” above, and if this Plan is used to fund any Employer Contributions, Employer Contributions will be based on the Elective Deferrals made to an existing 403(b) plan sponsored by the Employer.

Name of corresponding 403(b) plan, as applicable:

If the Matching Contribution formula selected by the Employer is 100% vested and may not be distributed to the Participant before the earlier of the date the Participant has a severance from employment, retires, becomes disabled, attains 59½, or dies, it may be treated as a Qualified Matching Contribution.

Matching Contribution Formulas may be subject to a minimum or maximum dollar or percentage limit.

1.    Matching Contribution Formulas:

Matching Contribution Formulas for Elective Deferrals and Roth Elective Deferrals:

a. Percentage of Deferral Match: The Employer shall contribute to each eligible Participant's account an amount equal to _________% (no more than 500%) of the Participant's Elective Deferrals up to a maximum of _________% (no more than the Annual Addition limit for the Plan Year) of Compensation or $_________ [no more than the Annual Addition limit for the Plan Year].

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b. Uniform Dollar Match: The Employer shall contribute to each eligible Participant’s account $________ (no more than the Annual Addition limit for the Plan Year) if the Participant contributes at least ________% (no more than 100%) of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable]. The Employer’s contribution will be made up to a maximum of _____% (no more than the Annual Addition limit for the Plan Year) of Compensation.

c. Discretionary Match: The Employer shall have the right to make a Discretionary Matching Contribution. The Employer's Matching Contribution shall be determined by the Employer with respect to each Plan Year’s eligible Participants. Such contribution shall be in the amount specified and allocated as follows:

d. Tiered Match: The Employer shall contribute to each eligible Participant's account an amount equal to:

________% of the first ________% (no more than 500%) of the Participant's Compensation contributed, and

________% of the next ________% (no more than 400%) of the Participant's Compensation contributed, and

________% of the next ________% (no more than 300%) of the Participant's Compensation contributed.

The Employer’s contribution will be made up to the [] greater of (may be no more than 500%) [] lesser of (may be no less than 1%) _________% of Compensation, or $__________ (no more than the Annual Addition limit for the Plan Year).

The percentages specified above may not increase as the rate of Elective Deferrals or Employee Contributions increase. This formula must meet Code Section 401(a)(4) and the ACP Test.

e. Percentage of Compensation Match: The Employer shall contribute to each eligible Participant’s account ________% (no less than 1%) of Compensation if the eligible Participant contributes at least ________% (no more than 100%) of Compensation.

The Employer’s contribution will be made up to the [] greater of (may be no more than 500%) [] lesser of (may be no less than 1%) _________% of Compensation or $__________ (no more than the Annual Addition limit for the Plan Year).

This formula must meet Code Section 401(a)(4) and the ACP Test.

f. Proportionate Compensation Match: The Employer shall contribute to each eligible Participant who defers at least ________% (may be no more than 100%) of Compensation, an amount determined by multiplying such Employer Matching Contribution by a fraction, the numerator of which is the Participant's Compensation and the denominator of which is the Compensation of all Participants eligible to receive such an allocation.

The Employer’s contribution will be made up to the [] greater of (may be no more than 500%) [] lesser of (may be no less than 1%) _________% of Compensation or $__________ (no more than the Annual Addition limit for the Plan Year).

This formula must meet Code Section 401(a)(4) and the ACP Test.

[] g.     Catch-Up Contributions: The Employer elects to match Catch-Up Contributions under the same formula or formulas as elected above.

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In the event that an Excess Contribution is recharacterized as a Catch-up Contribution, any Matching Contribution made thereon may remain in the Plan if the Matching Contribution Formula is not otherwise exceeded.

Additional Matching Contribution Formulas for Voluntary After-tax Contributions:

h.    Percentage of Deferral Match: The Employer shall contribute to each eligible Participant's account an amount equal to ______% (no less than 1%) of the Participant's Contribution up to a maximum of ______% (may be no more than 500%) of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

i. Uniform Dollar Match: The Employer shall contribute to each eligible Participant’s account $________ (no more than the Annual Addition limit for the Plan Year) if the Participant contributes at least ________% (may be no more than 100%) of Compensation or $________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable]. The Employer’s contribution will be made up to the maximum of _____% (may be no more than 500%) of Compensation.

j. Discretionary Match: The Employer shall have the right to make a Discretionary Matching Contribution. The Employer's Matching Contribution shall be determined by the Employer with respect to each Plan Year’s eligible Participants. Such contribution shall be in the amount specified and allocated as follows:

Additional Matching Contribution Formulas for Required After-tax Contributions:

k.    Percentage of Deferral Match: The Employer shall contribute to each eligible Participant's account an amount equal to ________% no less than 1%) of the Participant's Contribution up to a maximum of ________% (may be no more than 500%) of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

l.    Uniform Dollar Match: The Employer shall contribute to each eligible Participant’s account $________ (no more than the Annual Addition limit for the Plan Year) if the Participant contributes at least _______% (may be no more than 100%) of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable]. The Employer’s contribution will be made up to the maximum of ______% (may be no more than 500%) of Compensation.

m. Discretionary Match: The Employer shall have the right to make a Discretionary Matching Contribution. The Employer's Matching Contribution shall be determined by the Employer with respect to each Plan Year’s eligible Participants. Such contribution shall be in the amount specified and allocated as follows:

Additional Matching Contribution Formulas for 403(b) Deferrals:

n. Percentage of Deferral Match: The Employer shall contribute to each eligible Participant's account an amount equal to ________% (no less than 1%) of the Participant's deferral up to a maximum of ________% (may be no more than 500%)

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of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

o. Uniform Dollar Match: The Employer shall contribute to each eligible Participant's account $________ (no more than the Annual Addition limit for the Plan Year) if the Participant contributes at least ______% (may be no more than 100%) of Compensation or $___________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable]. The Employer’s contribution will be made up to the maximum of ______% (may be no more than 500%) of Compensation.

p. Discretionary Match: The Employer shall have the right to make a Discretionary Matching Contribution. The Employer's Matching Contribution shall be determined by the Employer with respect to each Plan Year’s eligible Participants. Such contribution shall be in the amount specified and allocated as follows:

2. Matching Contribution Computation Period: The Compensationor any dollar limitation imposed in calculating the Matching Contribution will be based on the period selected below. Matching Contributions will be calculated on the following basis:

a. Payroll Based             e.    Monthly

b.    Weekly                f.    Quarterly

c.    Bi-weekly            g.    Semi-annually

d.    Semi-monthly            h.    Annually

The calculation of Matching Contributions based on the Computation Period selected above has no applicability as to when the Employer remits Matching Contributions to the Trust.

3. Limitations on Matching Formulas:

a. Contributions to Participants who are not Highly Compensated Employees: Contribution of the Employer’s Matching Contribution will be made only to eligible Participants who are Non-Highly Compensated Employees.

b. Deferrals withdrawn prior to the end of the Matching Computation Period: Matching Contributions (whether or not Qualified) will not be made on Employee contributions withdrawn prior to the end of the [] Matching Computation Period, or [] Plan Year.

[]     If elected, this requirement shall apply in the event of a withdrawal occurring as the result of a termination of employment for reasons of retirement, Disability or death.

c. Maximum Plan Limit for Matching Contributions: In no event will Matching Contributions exceed ______% (no more than 500%) of Compensation, or $_______ (no more than the Annual Addition limit for the Plan Year).

[]    If elected, this limitation applies to the total of all Elective Deferrals, Roth Elective Deferrals, Catch-Up Contributions, Voluntary After-tax Contributions, Required After-tax Contributions and 403(b) Deferrals made to the Plan for the Plan Year.

d. True Up of Matching Contributions: The Employer elects to true up Matching Contributions made to the Plan.

[x]    K.     Non-Elective Employer Contributions:        

The Employer shall have the right to make a discretionary contribution. If a discretionary contribution is made, the Employer’s contribution for the Plan Year shall be allocated to the accounts of eligible Participants as follows (enter the number of the allocation method being used by the Plan):

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Type of Contribution	Allocation Method
Non-Elective Formula 1	3
Non-Elective Formula 2

1. Pro-Rata Formula: The Employer’s contribution for the Plan Year shall be allocated to each eligible Participant on a pro-rata basis based on the Compensation of the Participant to the total Compensation of all Participants.

2.    Uniform Percentage Formula: The Employer’s contribution shall be allocated to each eligible Participant as a uniform percentage of the Employer’s Net Profit.

3. Percentage of Compensation Formula: The Employer’s contribution shall be 1.5% of each Participant's Compensation allocated on a pro-rata basis based on the Compensation of the Participant to the total Compensation of all Participants.

4.    Hours of Service Formula: The Employer’s contribution shall be a discretionary amount     allocated in the same dollar amount to each eligible Participant based on each Hour of     Service performed or each day that the Participant is entitled to Compensation.

5.    Uniform Dollar Amount Formula: The Employer shall contribute and allocate to the account of each eligible Participant an equal dollar amount.

6.    Excess Integrated Contribution Formula: The Employer’s contribution shall be allocatedas an amount taking into consideration amounts contributed to Social Security using the four-step Excess Integrated Allocation Formula as described in the Basic Plan Document #01; the Integration Level is defined at Section III(E) of this Adoption Agreement.

7.    Base Integrated Contribution Formula: The Employer’s contribution shall be allocatedas an amount taking into consideration amounts contributed to Social Security using the two-step Base Integrated Allocation Formula as described in the Basic Plan Document #01; Employer Contributions shall be allocated as follows: _____% of each eligible Participant's Compensation, plus _____% of Compensation in excess of the Integration Level defined at Section III(E) hereof. If the Integration Level selected in Section III(E) is other than the Taxable Wage Base, the maximum disparity rate will be adjusted as follows: (a) if the Integration Level selected is greater than zero (0) but not more than the greater of $10,000 or 20% of the Taxable Wage Base, the maximum disparity rate will be 5.7%; (b) if the Integration Level selected is more than the greater of $10,000 or 20% but not more than 80% of the Taxable Wage Base, the maximum disparity rate will be 4.3%; (c) if the Integration Level selected is more than 80% of the Taxable Wage Base, but not more than any amount more than 80% of the Taxable Wage Base, but less than 100% of the Taxable Wage Base, the maximum disparity rate will be 5.4%.

Only one Plan maintained by the Employer may be integrated with Social Security. Any Plan utilizing a Safe Harbor formula as provided in Section VI(I) of this Adoption Agreement may not apply the Safe Harbor Contributions to the integrated allocation formula.

8.    Uniform Points Contribution Formula: The allocation for each eligible Participant will be determined by a uniform points method. Each eligible Participant’s allocation shall bear the same relationship to the Employer contribution as the Participant’s total points bears to all points awarded. The Employer must grant points for at least age or Service. Each eligible Participant will receive _____ points for each of the following:

[]    a.    _____ year(s) of age.

[]    b.    _____ Year(s) of Service determined:

[]    i.    In the same manner as determined for eligibility.

[]    ii.    In the same manner as determined for vesting.

[] iii.    Points will not be awarded with respect to Year(s) of Service in excess of _____.

[]    c.    $_________ (not to exceed $200) of Compensation.

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The contribution formulas must satisfy the design-based safe harbors described in the Regulations under Code Section 401(a)(4).

L. Qualified Matching (QMAC) and Qualified Non-Elective (QNEC) Employer Contribution Formulas:

[] 1.    QMAC Contribution Formula: The Employer may contribute to each eligible Participant’s Qualified Matching Contribution account an amount equal to (select one or more of the following):

[] a. $_________ or ______% of the Participant’s Elective Deferrals (including Roth Elective Deferrals, if applicable).

[] b. $_________ or ______% of the Participant’s Elective Deferrals (including Roth Elective Deferrals, if applicable) not to exceed ______% of Compensation.

[]    c.    $_________ or ______% of the Participant's Voluntary After-tax Contributions.

[]    d.    $_________ or ______% of the Participant’s Required After-tax Contributions.

[]    2.    Discretionary QMAC Contribution Formula: The Employer shall have the right to make a discretionary QMAC contribution. The Employer's Matching Contribution shall be determined by the Employer with respect to each Plan Year’s eligible Participants. Such contribution shall be in the amount specified and allocated as follows:

This part of the Employer's contribution shall be fully vested when made.

[]     3.    QNEC Contribution Formula: The Employer may contribute to each eligible Participant’s Qualified Non-Elective Contribution account an amount equal to (select one or more of the following):

[]     a.    _____% of Compensation of all eligible Participants. This part of the Employer’s contributions shall be fully vested when made.

[]    b.    $__________ not to exceed ___% of Compensation. This part of the Employer’s contribution shall be fully vested when made and subject to the limitations specified in the Basic Plan Document #01.

[]    4.    Discretionary Percentage QNEC Contribution Formula: The Employer shall have the right to make a discretionary QNEC contribution which shall be allocated to each eligible Participant’s account in proportion to his or her Compensation as a percentage of the Compensation of all eligible Participants. This part of the Employer's contribution shall be fully vested when made. This contribution will be made to:

[]    a.    All eligible Participants.

[]    b.    Only eligible Participants who are Non-Highly Compensated Employees.

[] 5.    Discretionary Uniform Dollar QNEC Contribution Formula: The Employer shall have the right to make a discretionary QNEC contribution which shall be allocated to each eligible Participant’s account in a uniform dollar amount to be determined by the Employer and allocated in a nondiscriminatory manner. This part of the Employer’s contribution shall be fully vested when made. This contribution will be made to:

[ ]    a.    All eligible Participants.

[]    b.    Only eligible Participants who are Non-Highly Compensated Employees.

[] 6.    Corrective QNEC Contribution Formula: The Employer shall have the right to make a QNEC contribution in the amount necessary to pass the ADP/ACP Test or the maximum permitted under Code Section 415. This contribution will be allocated to some or all Non-Highly Compensated Participants designated by the Plan Administrator. The allocation will be the lesser of the amount required to pass the ADP/ACP Test, or the maximum permitted

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under Code Section 415. This part of the Employer's contribution shall be fully vested when made.

[] 7.    Qualified Matching Contributions (QMAC):

[]    a.    For purposes of the ADP and ACP Tests, all Matching Contributions made to the Plan will be deemed “Qualified” for purposes of calculating the Actual Deferral Percentage and/or Actual Contribution Percentage. All Matching Contributions must be fully vested when made.

[]    b.    For purposes of the ADP and ACP Tests, only Matching Contributions made to the Plan that are needed to meet the Actual Deferral Percentage or Actual Contribution Percentage Test will be deemed “Qualified” for purposes of calculating the Actual Deferral Percentage and/or Actual Contribution Percentage.All such Matching Contributions used must be fully vested when made.

[]    8.    Qualified Non-Elective Contributions (QNEC):

[]    a.    For purposes of the ADP and ACP Tests, all Non-Elective Contributions made to the Plan will be deemed “Qualified” for purposes of calculating the Actual Deferral Percentage and/or Actual Contribution Percentage.All Non-Elective Contributions must be fully vested when made.

[]    b.    For purposes of the ADP and ACP Tests, only the Non-Elective Contributions made to the Plan that are needed to meet the Actual Deferral Percentage or Actual Contribution Percentage Test will be deemed “Qualified” for purposes of calculating the Actual Deferral Percentage and/or Actual Contribution Percentage.All such Non-Elective Contributions used must be fully vested when made.

[x]    M.    Additional Adopting Employers:

[x]    1.    All participating Employers’ contributions and forfeitures, if applicable, attributable to each specific contribution source made by such Employer shall be pooled together and allocated uniformly among all eligible Participants.

[]    2.    Each participating Employer’s contribution and forfeitures, if applicable, attributable to each specific contribution source made by such Employer shall be allocated only to eligible Participants of the participating Employer.

Where contributions and forfeitures are to be allocated to eligible Participants by participating Employers, each such Employer must maintain data demonstrating that the allocations by group satisfy the nondiscrimination rules under Code Section 401(a)(4).

VII.    ALLOCATIONS TO PARTICIPANTS

A.    Allocation Accrual Requirements:

No Hours of Service or last day requirement may be imposed on any Employer contribution that is subject to the Safe Harbor Plan rules.

[x]    1.    There are no allocation requirements for Participants to receive any contribution made to the Plan; however, a Participant must have received Compensation from the Employer to be entitled to an allocation of contributions.

[]    2.    Employer contributions will be allocated to all Participants employed on the last day of the Plan Year regardless of hours worked.

[] 3.    The Plan is using the Elapsed Time method; contributions will be allocated to all Participants who have completed _____ [not more than twelve (12)] months of Service regardless of the hours credited. If left blank, the Plan will use twelve (12) months.

[] 4.    Employer contributions for a Plan Year will be allocated to all Participants upon completion of the hours and/or employment requirements below.

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a. A Year of Service for allocation accrual purposes cannot be less than one (1) Hour of Service nor greater than 1,000 hours by operation of law. If left blank, the Plan will use 1,000 hours. Enter whole digit numbers only.

Contribution Type	Hours
All contributions
Matching Contribution (Formula 1)
Matching Contribution (Formula 2)
Non-Elective Contribution (Formula 1)
Non-Elective Contribution (Formula 2)
QNEC
QMAC

b.    Participants must be employed on the last day of each quarter of the Plan Year in order to receive the following contribution(s):

[]    All contributions

[]    Matching Contribution (Formula 1)

[]    Matching Contribution (Formula 2)

[]    Non-Elective Contribution (Formula 1)

[]    Non-Elective Contribution (Formula 2)

[]    QNEC

[]    QMAC

Note: Use of this subsection (b) requires that no more than one (1) Hour of Service be required in subsection (a) above for the contribution types selected.

c.    Participants must be employed on the last day of the Plan Year in order to receive the following contribution(s):

[]    All contributions

[]    Matching Contribution (Formula 1)

[]    Matching Contribution (Formula 2)

[]    Non-Elective Contribution (Formula 1)

[]    Non-Elective Contribution (Formula 2)

[]    QNEC

[]    QMAC

[] d.    Participants must complete the Hours of Service indicated above or be employed on the last day of the Plan Year to receive the Employer Contribution(s) selected above.

5.    Employer Contributions for a Plan Year will be allocated to terminated Participants who have met the following allocation accrual requirements (check all applicable boxes):

All     Match     Match Non-Elective Non-Elective

ContributionsFormula 1Formula 2Formula 1Formula 2 QNECQMAC

a.    The Hours of Service or Period of

Service requirement above will be

waived if termination is due to:

i.    Retirement    []         []    []    []    []    [ ]     []

ii.    Disability         []         []    []    []    []    []     []

iii.    Death    []         []    []    []    []    []     []

iv. Other (must be non-

Discriminatory in

operation):

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    []         []    []    []    []    []     []

b.    The last day of employment

requirement above will be

waived if termination is due to:

i.    Retirement    [ ]         []    []    []    []    []     []

ii.    Disability    []         []    []    []    []    []     []

iii.    Death    []         []    []    []    []    []     []

iv. Other (must be non-

Discriminatory in

operation):

    []         []    [ ]    []    []    []     []

[]    B.    Contributions to Disabled Participants:

The Employer will make contributions on behalf of a Participant who is permanently and totally disabled. These contributions will be based on the Compensation each such Participant would have received for the Limitation Year if the Participant had been paid at the rate of Compensation paid immediately before becoming permanently and totally disabled. Such imputed Compensation for the disabled Participant may be taken into account only if the Participant is not a Highly Compensated Employee. These contributions will be 100% vested when made.

VIII.    DISPOSITION OF FORFEITURES

A.    Forfeiture Allocation Alternatives:

[x]    1.    Not applicable; all contributions are fully vested.

[]    2.    Select one or more methods in which forfeitures associated with the contribution type will be allocated (number each item in order of use):

Employer Contribution Type

All Non-Safe Harbor    All Other

Disposition MethodMatching ContributionsContributions

a.    Restoration of Participant’s forfeitures.        

b.    Used to offset Plan expenses.         __________    ______________

c.    Used to reduce the Employer’s

Non-Elective Contribution.        

d.    Used to reduce the Employer’s

Matching Contribution.        

e.    Added to the Employer’s contribution

(other than Matching Contributions or

Base Integration Formula) under the Plan.        

f.    Added to the Employer’s Matching

Contribution under the Plan (these

contributions will be subject to ACP Testing).      ___    _________ _____________

g.    Allocate to all Participants

eligible to share in the allocations

in the same proportion that each

Participant’s Compensation for the

year bears to the Compensation of all

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other Participant’s for such year.            N/A    

h.    Allocate to all NHCEs eligible to share

in the allocations in proportion to each such

Participant’s Compensation for the year.            N/A    

i.    Allocate to all NHCEs eligible to share in the

allocations in proportion to each such

Participant’s Elective Deferrals for the year.        N/A        

j.    Allocate to all Participants eligible to share in

the allocations in the same proportion that

each Participant’s Elective Deferrals for the year

bears to the Elective Deferrals of all Participants

for such year.            N/A        

Participants eligible to share in the allocation of other Employer contributions under Section VI shall be eligible to share in the allocation of forfeitures. The selection of (i) or (j) may require that the Plan be tested for nondiscrimination using a general test described in Regulations Section 1.410(b).

B.    Timing of Allocation of Forfeitures:

If no timely distribution or deemed distribution [pursuant to paragraph 6.5(c) of the Basic Plan Document #01] has been made to a former Participant, non-vested portions shall be forfeited at the end of the Plan Year during which the former Participant incurs his or her fifth consecutive one (1) year Break in Service or Period of Severance for Plans that use the Elapsed Time Method.

If a former Participant has received the full amount of his or her Vested Account Balance, the non-vested portion of his or her account shall be forfeited and be disposed of:

[]    1.    during the Plan Year following the Plan Year in which the forfeiture arose.

[] 2.    as of any Valuation or Allocation Date during the Plan Year (or as soon as administratively feasible following the close of the Plan Year) in which the former Participant receives full payment of his or her vested benefit.

[] 3.    as of the end of the Plan Year during which the former Participant receives full payment of his or her vested benefit.

[] 4.    as of the earlier of the first day of the Plan Year, or the first day of the seventh month of the Plan Year following the date on which the former Participant has received full payment of his or her vested benefit.

[] 5.    as of the next Valuation or Allocation Date following the date on which the former Participant receives full payment of his or her vested benefit.

IX.    MULTIPLE PLANS MAINTAINED BY THE EMPLOYER AND TOP-HEAVY CONTRIBUTIONS

[x]    A.    Plans Maintained By The Employer:

The Employer does maintain another Plan [including a Welfare Benefit Fund or an individual medical account as defined in Code Section 415(l)(2)], under which amounts are treated as Annual Additions and has completed the proper sections below. If the Participant is covered under another qualified Defined Contribution Plan maintained by the Employer, other than a Master or Prototype Plan [option (1) below shall automatically apply if the other plan is a Master or Prototype Plan]:

[x] 1.    The provisions of Article X of the Basic Plan Document #01 will apply as if the other plan were a Master or Prototype Plan.

[]    2.    The Employer has specified below the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce any Excess Amounts in a manner that precludes Employer discretion:

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B.    Top-Heavy Provisions:

In the event the Plan is or becomes Top-Heavy, the minimum contribution or benefit required under Code Section 416 and paragraph 14.3 of the Basic Plan Document #01 relating to Top-Heavy Plans shall be satisfied in the elected manner:

[x]    1.    The minimum contribution will be satisfied by this Plan.

[] 2.    The minimum contribution will be satisfied by (name of other Qualified Plan): ________

Minimum contribution or benefit to be provided (specify interest rates and mortality table, if applicable):

3.    For any Plan Year during which the Plan is Top-Heavy, the sum of the contributions (excluding Elective Deferrals) allocated to non-Key Employees shall not be less than the amount required under the Basic Plan Document #01. Top-Heavy minimums will be allocated to:

[x]    a.    all eligible Participants [Plan defaults to this election].

[ ]    b.    only eligible non-Key Employees who are Participants.

[]    4.    Matching Contributions shall not be included when satisfying Top-Heavy minimum contributions.

X.    NONDISCRIMINATION TESTING

A Plan may use different testing methods for the ADP and ACP Tests provided the Plan does not permit recharacterization of Excess Contributions, Elective Deferrals to be used in the ACP Test, or Qualified Matching Contributions to be used in the ADP Test.

If no election is made, the Plan will use the Current Year testing method for both the ADP and ACP Tests.

A. Testing Elections:

[x]    1.    The Plan is not subject to ADP or ACP testing. The Plan does not offer Voluntary After-tax or Required After-tax Contributions and it either meets the Safe Harbor provisions of Section VI(I) of this Adoption Agreement, or it does not benefit any Highly Compensated Employees.

[]    2.    This Plan is using the Current Year testing method for purposes of the ADP Test.

[]    3.    This Plan is using the Current Year testing method for purposes of the ACP Test.

[]    4.    This Plan is using the Prior Year testing method for purposes of the ADP Test.

[]    5.    This Plan is using the Prior Year testing method for purposes of the ACP Test.

B.    Testing Elections for the First Plan Year:

Complete only when Prior Year testing method election is made and the Employer is not using the “deemed 3%” rule.

[] 1.    If this is not a successor Plan, then for the first Plan Year this Plan permits any Participant to make Elective Deferrals, the ADP used in the ADP Test for Participants who are Non-Highly Compensated Employees shall be such first Plan Year’s ADP.

[] 2.    If this is not a successor Plan, then for the first Plan Year this Plan permits (a) any Participant to make Employee contributions, (b) provides for Matching Contributions or (c) both, the ACP used in the ACP Test for Participants who are Non-Highly Compensated Employees shall be such first Plan Year’s ACP.

[]    C.    Recharacterization:

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Elective Deferrals may be recharacterized as Voluntary After-tax Contributions to the extent so provided by this Plan, to satisfy the ADP Test. The Employer must have elected to permit Voluntary After-tax Contributions in the Plan for this election to be operable.

[]    D.    Forfeitures of Vested Excess Aggregate Contributions Resulting from ADP Test Failure:

Forfeitures of Excess Aggregate Contributions resulting from failure of the ADP Test and the inability to distribute corresponding Matching Contributions will be allocated to the Matching Contribution accounts of Non-Highly Compensated Employees instead of being used to reduce Employer Contributions for the Plan Year in which the failure occurred.

XI.    VESTING

Participants shall always have a fully vested and nonforfeitable interest in their Employee contributions (including Elective Deferrals, Catch-Up Contributions, Roth Elective Deferrals, Deemed IRA Contributions, Required After-tax Contributions, and Voluntary After-tax Contributions), Qualified Matching Contributions (“QMACs”), Qualified Non-Elective Contributions (“QNECs”) or Safe Harbor Contributions, and their investment earnings.

Each Participant shall acquire a vested and nonforfeitable percentage in his or her account balance attributable to Employer contributions and their earnings under the schedule(s) selected below.

A.Vesting Computation Period:

A Year of Service for vesting will be determined on the basis of the (choose one):

[x]    1.    Not applicable. All contributions are fully vested.

[]    2.    Elapsed Time method.

[] 3.    Hours of Service method. A Year of Service will be credited upon completion of __________ Hours of Service. A Year of Service for vesting purposes will not be less than one (1) Hour of Service nor greater than 1,000 hours by operation of law. [If left blank, the Plan will use 1,000 hours.]

The computation period for purposes of determining Years of Service and Breaks in Service for purposes of computing a Participant's nonforfeitable right to his or her account balance derived from Employer contributions:

[]    a.    shall commence on the date on which an Employee first performs an Hour of Service for the Employer and each subsequent twelve (12) consecutive month period shall commence on the anniversary thereof.

[] b.    shall commence on the first day of the Plan Year during which an Employee first performs an Hour of Service for the Employer and each subsequent twelve (12) consecutive month period shall commence on the anniversary thereof.

A Participant shall receive credit for a Year of Service if he or she completes the number of hours specified above at any time during the twelve (12) consecutive month computation period. A Year of Service may be earned prior to the end of the twelve (12) consecutive month computation period and the Participant need not be employed at the end of the twelve (12) consecutive month computation period to receive credit for a Year of Service.

B.    Vesting Schedules:

The Employer must select either the two-twenty vesting schedule option [(B)(4)] or the three-year cliff vesting schedule [(B)(3)] to apply in any Plan Year in which the Plan is Top-Heavy. The percentages selected for option (B)(5) may not be less for any year than the percentages shown at option (B)(4). Any switch to a Top-Heavy schedule will remain in effect even if the Plan later falls out of Top-Heavy status unless the Employer executes an amendment to this Adoption Agreement. If a Participant has at least three (3) Years of Service for vesting purposes at the time of the amendment, the Plan must provide that Participant the option of remaining on the vesting schedule in effect prior to such amendment.

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Select the appropriate schedule for each contribution type and complete the blank vesting percentages from the list below and insert the option number in the vesting schedule chart below. Employer Contributions that are not Safe Harbor Contributions may only choose option (3) or (4) or a schedule where amounts vest faster than at option (4).

Years of Service            

 1 2 3 4 5 6

1.    Full and immediate Vesting

2.    ___%    100%

3.    ___%    ___%    100%

4.    ___%     20%     40%     60%    80%    100%

5.    ___%    ___%    ___%    ___%    ___%    100%

Vesting Schedule ChartEmployer Contribution Type

1    All Employer Contributions

    Matching Contribution (Formula 1)

    Matching Contribution (Formula 2)

    Match on Voluntary After-tax Contributions

    Match on Required After-tax Contributions

    Match on 403(b) Deferrals

1    Non-Elective Contribution (Formula 1)

    Non-Elective Contribution (Formula 2)

1    Top-Heavy Minimum Contribution

If a different Vesting Schedule than that entered above applies to Employer Contributions made prior to the first day of the Plan’s 2007 Plan Year, it should be entered in Schedule B of this Adoption Agreement.

C.    Service Disregarded for Vesting:

[x]    1.    Not applicable. All Service is recognized.

[] 2.    Service prior to the Effective Date of this Plan or a predecessor plan is disregarded when computing a Participant's vested and nonforfeitable interest.

[] 3.    Service prior to a Participant having attained age eighteen (18) is disregarded when computing a Participant's vested and nonforfeitable interest.

[]    D.    Full Vesting of Employer Contributions for Current Participants:

Notwithstanding the elections above, all Employer contributions made to a Participant’s account shall be 100% fully vested if the Participant is employed on the Effective Date of the Plan (or such other date as entered herein): _________________. The operation of this provision may not result in the discrimination in favor of Highly Compensated Employees.

XII. SERVICE WITH PREDECESSOR ORGANIZATION

This option only applies in the situation where the Employer does not or did not maintain the plan of a Predecessor Organization.

[] A.    Not applicable. The Employer does not maintain the plan of a Predecessor Organization.

[]    B.    The Plan will recognize Service with all Predecessor Organizations.

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[x]    C.    Service with the following organization(s) will be recognized for the Plan purpose indicated:

Allocation

Eligibility AccrualVesting

The Gallup Water Service, Inc.	[x]	[]	[x]
The Barnstable Water Company	[x]	[]	[x]
The Crystal Water Company	[x]	[]	[x]
Aqua America, Inc. and any affiliated Companies or predecessor companies such as Aqua Maine, Inc., Consumers Water Company, and Consumers Maine Water Company	[x]	[]	[x]
	[]	[]	[]

Attach additional pages as necessary.

[] D.    The Plan shall recognize _____ Years of Service with the Employer(s) named in Section XII(C) above.

XIII. IN -S ERVICE WITHDRAWALS

Distribution restrictions apply in the case of Elective Deferrals (including Roth Elective Deferrals, if applicable), Safe Harbor Contributions, Qualified Matching Contributions and QualifiedNon-Elective Contributions, including the withdrawal restrictions prior to attainment of age 59½.

If the Participant could withdraw his or her account in the past, this right may not be taken away.

A.    In-Service Withdrawals:

[]    1.    In-service withdrawals are not permitted in the Plan.

[x] 2.    In-service withdrawals are permitted in the Plan. Participants may withdraw the following contribution types after meeting the following requirements (select one or more of the following options):

Withdrawal Restrictions

Contribution TypesA    B    C    D    E    F    G    H    

a.    All Contributions        n/a    n/a    n/a    []    []     n/a    n/a     n/a

b.    Elective Deferrals        []    n/a    n/a    []    [x]     n/a    n/a     n/a

c.    Roth Elective Deferrals    []    n/a    n/a    []    []    n/a    n/a    n/a

d.    Voluntary After-tax Contributions    []    []    []    []    []    n/a    n/a     n/a

e.    Required After-tax Contributions    []    []    []    []    []     n/a    n/a     n/a

f.    Rollover    Contributions        []    [x]    []    []    []    n/a    n/a     n/a

g.    Vested Matching (Formula 1)    []    n/a    []    []    []     []     []     []

h.    Vested Matching (Formula 2)    []    n/a    []    []    []     []     []     []

i.    Vested Non-Elective (Formula 1)    []    n/a    []    []    []     []     []     []

j.    Vested Non-Elective (Formula 2)    []    n/a    []    []    []     []     []     []

k.    Safe Harbor Matching    []    n/a    n/a    []    []    n/a    n/a     n/a

l.    Safe Harbor Non-Elective    []    n/a    n/a    []    []    n/a    n/a     n/a

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m.    Qualified Non-Elective    []    n/a    n/a    []    []    n/a    n/a     n/a

n.    Qualified Matching    []    n/a    n/a    []    []     n/a    n/a     n/a

Withdrawal Restriction Key

A.        Not available for in-service withdrawals.

B.    Available for in-service withdrawals without restrictions.

C.    Participants having completed five (5) years of Plan participation may elect to withdraw all or any part of their Vested Account Balance.

D.    Participants may withdraw all or any part of their Account Balance after having attained the Plan’s Normal Retirement Age (Normal Retirement Age cannot be less than age 59½ for in-service withdrawal of Elective Deferrals, Roth Elective Deferrals, Safe Harbor Contributions, QMACs or QNECs).

E.    Participants may withdraw all or any part of their Vested Account Balance after having attained age 59.5 (not less than age 59½).

F.    Participants may elect to withdraw all or any part of their Vested Account Balance which has been credited to their account for a period in excess of two (2) years.

G. Available for withdrawal only if the Participant is 100% vested (an election at (C), (D), (E) or (F) must also be made).

H. All requirements selected in (C) through (G) above must be satisfied prior to a distribution being made from the Plan.

[x]    3.    In-service withdrawals may be made to Participants who have attained age 70½.

B.    Hardship Withdrawals:

Prior to age 59½, a Participant may withdraw balances attributable to Elective Deferrals (including Roth Elective Deferrals, if applicable) for reason of Hardship only. Safe Harbor Contributions, Qualified Matching Contributions, and Qualified Non-Elective Contributions are not available for Hardship distributions.

[]    1.    Hardship withdrawals are not permitted in the Plan.

[x] 2.    Hardship withdrawals are permitted in the Plan and will be taken from the Participant’s account as follows (select one or more of these options):

[x]    a.    Participants may withdraw Elective Deferrals.

[] b. Participants may withdraw Elective Deferrals and any earnings credited as of December 31, 1988 (or if later, the end of the last Plan Year ending before July 1, 1989).

[]    c.    Participants may withdraw Roth Elective Deferrals.

[]    d.    Participants may withdraw Rollover Contributions plus their earnings.

[] e.    Participants may withdraw vested Non-Elective Contributions (Formula 1) plus their earnings.

[] f.    Participants may withdraw vested Non-Elective Contributions (Formula 2) plus their earnings.

[] g.    Participants may withdraw fully vested Non-Elective Contributions (Formula 1) plus their earnings.

[] h.    Participants may withdraw fully vested Non-Elective Contributions (Formula 2) plus their earnings.

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[] i.    Participants may withdraw vested Employer Matching Contributions (Formula 1) plus their earnings.

[] j.    Participants may withdraw vested Employer Matching Contributions (Formula 2) plus their earnings.

[]    k.    Participants may withdraw Qualified Matching Contributions and Qualified Non-Elective Contributions plus their earnings, and the earnings on Elective Deferrals which have been credited to the Participant’s account as of December 31, 1988 (or if later, the end of the last Plan Year ending before July 1, 1989).

XIV.    LOAN PROVISIONS

[]    A.     Participant loans are not available from the Plan.

[x]    B.    Participant loans are permitted in accordance with the Employer’s established loan procedures.

[] C.    Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

XV.    INVESTMENT MANAGEMENT

A.    Investment Management Responsibility:

[]    1.    The Employer shall appoint a discretionary Trustee to manage the assets of the Plan.

[] 2.    The Employer shall retain investment management responsibility and/or authority. Unless otherwise appointed, the Trustee shall act in a nondiscretionary capacity.

[x]    3.    The party designated below shall be responsible for the investment of the Participant’s account. By selecting a box, the Employer is making a designation as to who will have authority to issue investment directives with respect to the specified contribution type (check all applicable boxes):

TrusteeEmployerParticipant

. a.    All Contributions        n/a    n/a    [x]

b.    Elective Deferrals/Roth Elective Deferrals    []    []    []

c.    Voluntary After-tax Contributions     []         []         []

d.    Required After-tax Contributions    []    []    []

e.    Safe Harbor Contributions    []    []    []

f.    Matching Contributions (Formula 1)    []    []    []

g.    Matching Contributions (Formula 2)    []    []    []

h.    QMACs        []    []    []

i.    QNECs        []    []    []

j.    Non-Elective Contributions (Formula 1)    []    []    []

k.    Non-Elective Contributions (Formula 2)    []    []    []

l.    Rollover Contributions        []    []    []

m.    Deemed IRA Contributions    []    []    []

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To the extent that Participant self-direction was previously permitted, the Employer shall have the right to either make the assets part of the general fund, or leave them as self-directed subject to the provisions of the Basic Plan Document #01.

B. Limitations on Participant Directed Investments:

[x] 1.    Participants are permitted to invest among only those investment alternatives made available by the Employer under the Plan.

[] 2.    Participants are permitted to invest in any investment alternative permitted under the Basic Plan Document #01

[]    C.    Insurance:

The Plan permits life insurance as an investment alternative.

XVI.    DISTRIBUTION OPTIONS

A.    Timing of Distributions[both (1) and (2) must be completed]:

1.    Distributions payable as a result of termination for reasons other than death, Disability or retirement shall be paid c [select from the list at (A)(3) below].

2.    Distributions payable as a result of termination for death, Disability or retirement shall be paid c[select from the list at (A)(3) below].

3.    Distribution Options:

a.    As soon as administratively feasible on or after the Valuation Date following the date on which a distribution is requested or is otherwise payable.

b.    As soon as administratively feasible following the close of the Plan Year during which a distribution is requested or is otherwise payable.

c.    As soon as administratively feasible following the date on which a distribution is requested or is otherwise payable. (This option is recommended for daily valuation plans.)

d.    As soon as administratively feasible after the close of the Plan Year during which the Participant incurs ___________ [cannot be more than five (5)] consecutive one (1) year Breaks in Service.

e. Only after the Participant has attained the Plan's Normal Retirement Age or Early Retirement Age, if applicable.

B.    Required Beginning Date:

The Required Beginning Date of a Participant with respect to the Plan is (select one from below):

[] 1. The April 1of the calendar year following the calendar year in which the Participant attains age 70½

[] 2. The April 1 of the calendar year following the calendar year in which the Participant attains age 70½ except that distributions to a Participant (other than a 5% owner) with respect to benefits accrued after the later of the adoption of this Plan or Effective Date of the amendment of this Plan must commence no later than the April 1 of the calendar year following the later of the calendar year in which the Participant attains age 70½ or the calendar year in which the Participant retires.

[x] 3. The later of the April 1 of the calendar year following the calendar year in which the Participant attains age 70½ or retires except that distributions to a 5% owner must commence by the April 1 of the calendar year following the calendar year in which the Participant attains age 70½.

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Option (3) may only be elected if (i) it corresponds to an amendment previously made to the Plan pursuant to Regulations Section 1.411(d)-4, Q&A-10(b), or (ii) it does not eliminate an age 70½ distribution option as described in the preceding Regulations because either (A) the Plan is a new Plan or (B) Section XIII(A)(3) is checked or the Plan already offers a pre-retirement distribution at least as generous as Section XIII(A)(3).

C. Minimum Distribution Requirements:

[] 1. Election to Apply Five (5) Year Rule to Distributions to Designated Beneficiaries: If the Participant dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in the Basic Plan Document #01 but the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

[] 2. Election to Allow Participants or Beneficiaries to Elect Five (5) Year Rule: Participants or Beneficiaries may elect on an individual basis whether the five (5) year rule or the life expectancy rule described in the Basic Plan Document #01 applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under the Plan, or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving Spouse’s) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be made in accordance with Article VII of the Basic Plan Document #01 and, if applicable, the elections in Section XVI(C)(1) above.

D.    Forms of Payment(select all that apply):

The normal form of payment is determined at Section III(J) of this Adoption Agreement. If option (1) or no selection is made in Section III(J), then options (4), (5) and (6) in this section cannot be selected.

[x]    1.    Lump sum.

[x]    2.    Installment payments.

[]    3.    Partial payments; the minimum amount will be $___________.

[]    4.    Life annuity.

[] 5. Term certain annuity with payments guaranteed for ________ years [not to exceed twenty (20)].

[]    6.    Joint and [] 50%, [] 66-2/3%, [] 75% or [] 100% survivor annuity.

E.    Type of Payment (select all that apply):

[x]    1.    Cash.

[x]    2.    Employer securities.

[]    3.    Other marketable securities.

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[]    4.    Other: (fill in

the blank with the type of other in-kind distributions allowed under the Plan).

F.    Application of Involuntary Cash-out Provisions:

[] 1.    The Plan shall not make involuntary cash-outs to any terminated vested Participant. Distributions will only be made with the consent of the Participant.

[x]    2.    The Plan shall make involuntary cash-outs to a terminated vested Participant as follows:

[] a. The Plan shall make involuntary cash-out distributions of Vested Account Balances of less than $200. Distribution of amounts $200 or greater shall only be made with the consent of the Participant.

[x] b. The Plan shall make involuntary cash-out distributions of Vested Account Balances of $1,000 or less. Distribution of amounts greater than $1,000 shall only be made with the consent of the Participant.

3. When determining the value of the Participant’s nonforfeitable account balance for purposes of the Plan’s involuntary cash-out rules, the Plan elects to:

[] a. exclude Rollover Contributions.

[x]    b.    include Rollover Contributions.

If no selection is made, the Plan will exclude Rollover Contributions when determining the value of the Participant’s nonforfeitable account balance for involuntary cash-out purposes. Rollover Contributions, if any, will always be included when determining whether the $1,000 threshold has been exceeded.

G.    Automatic Rollovers:

Do not complete if a selection has been made at Section XVI(F)(1) or (2) above.

[] 1. The Plan shall make automatic rollovers of Vested Account Balances that are greater than $1,000 but are not more than $5,000 in accordance with the provisions of Article VI of the Basic Plan Document #01.

[] 2.    The Plan shall make automatic rollovers of Vested Account Balances that are not more than $5,000 in accordance with the provisions of Article VI of the Basic Plan Document #01.

H.    Distribution Upon Severance from Employment:

[]    1.    Not applicable.

[x] 2. Distribution upon severance from employment as described in the Basic Plan Document #01 shall apply for distributions after December 31, 2001 regardless of when the severance from employment occurred.

[] 3.    Distribution upon severance from employment as described in the Basic Plan Document #01 shall apply for distributions after ___________________ (no earlier than December 31, 2001) for severance from employment occurring after December 31, 2001 (enter the Effective Date if different than the Effective Date above).

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XVII.    SPONSOR INFORMATION AND ACCEPTANCE

This Plan may not be used and shall not be deemed to be a Prototype Plan unless an authorized representative of the Sponsor has acknowledged the use of the Plan. Such acknowledgment that the Employer is using the Plan does not represent that the Adoption Agreement (as completed) and Basic Plan Document #01 have been reviewed by a representative of the Sponsor or constitute a qualified retirement plan.

Acknowledged and accepted by the Sponsor this __________ day of ________________, __________.

Name:                    Elizabeth H. Festa

Title:                    Vice President

Signature:                ________________________________________________

Questions concerning the language contained in and qualification of the Prototype should be addressed to:

Elizabeth H. Festa

(Position): Vice President    (Phone Number):203-736-3053

In the event that the Sponsor amends, discontinues or abandons this Prototype Plan, notification will be provided to the Employer's address provided on the first page of this Adoption Agreement.

XVIII.    SIGNATURES

Completion of this Adoption Agreement requires consideration of complex tax and legal issues. The Employer should consult with or should obtain the advice of its legal counsel and/or tax advisor before executing this Adoption Agreement. By executing this Adoption Agreement, the Employer acknowledges that it is a legal document with significant tax and legal ramifications. The Employer understands that its failure to properly complete or amend this Adoption Agreement may result in failure of the Plan to qualify or in disqualification of the Plan. Neither the Sponsor nor any of its agents or affiliates assumes any responsibility for the completion and operation of the Plan established under this Adoption Agreement and Basic Plan Document #01.

A.    Employer:

This Adoption Agreement and the corresponding provisions of Basic Plan Document #01 are adopted by the Employer this__________ day of _____________________, ___________.

Executed on behalf of the Employer by:    Kristen A Johnson

Title:                    Vice President, Human Resources

Signature:                

Employer's Reliance: The adopting Employer may rely on an Opinion Letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code Section 401 except to the extent provided in Revenue Procedure 2005-16. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter issued with respect to the Plan and in Revenue Procedure 2005-16. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. This Adoption Agreement may only be used in conjunction with Basic Plan Document #01.

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B.    Trust Agreement/Custodial Agreement:

[]    Plan assets will be invested in group annuity contracts and the terms of the contract(s) will apply.

[x]    Plan assets are held in a tax qualified Trust. The Trust provisions used will be as contained in the Basic Plan Document #01.

[]    Plan assets are held in a tax qualified Trust. The Trust provisions used will be as contained in the accompanying pre-approved executed Trust Agreement between the Employer and the Trustee attached hereto.

[]    Plan assets are being held in a Custodial Account arrangement. The Custodial Account provisions used will be as contained in the Basic Plan Document #01.

[]    Plan assets are being held in a Custodial Account arrangement. The Custodial Account provisions used will be as contained in the accompanying pre-approved executed Custodial Account Agreement between the Employer and the Custodian attached hereto.

C.    Trustee:

[]    The Trustee appointed shall act in the capacity of a non-discretionary directed Trustee.

[x]    The Trustee appointed shall act in the capacity of a discretionary Trustee.

Name and address of Trustee:

Wells Fargo Bank, NA

1525 West W. T. Harris Blvd

Charlotte, NC 28662

The Employer's Plan as contained herein is accepted by the Trustee this ____________ day of ____________________, ___________.

Accepted on behalf of the Trustee by:    Elizabeth H. Festa

Title:                Vice President

Signature:                

Accepted on behalf of the Trustee by:    

Title:                

Signature:                

Accepted on behalf of the Trustee by:    

Title:                                    _________        

Signature:                _____

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D.    Custodian:

Name and address of Custodian:

The Employer's Plan as contained herein is accepted by the Custodian this __________ day of ________________, __________.

Accepted on behalf of the Custodian by:

Title:                

Signature:                _____

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PARTICIPATION AGREEMENT

Each Participating Employer must execute a separate Participation Agreement.If not applicable, do not complete this Participation Agreement.

By executing this Participation Agreement, the undersigned Employer elects to become a Participating Employer in the Plan and accompanying Adoption Agreement as if the Participating Employer were a signatory to the Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of the elections granted under the provisions of the Prototype Plan as made by the signatory sponsoring Employer in Section XVIII(A) of the Adoption Agreement. Further, the Participating Employer hereby appoints the signatory sponsoring Employer as its attorney in fact for the purpose of adopting on its behalf of all future amendments whether required or voluntary and any applicable corresponding documents (e.g., Loan Policy, QDRO procedures, Trust Agreement). This includes the adoption of all future Model Amendments to this Prototype Plan which are required by the U.S. Department of the Treasury or the Internal Revenue Service as a result of a modification or amendment of applicable Federal laws or regulations that become effective subsequent to the execution of this Participation Agreement.

A.    PARTICIPATING EMPLOYER:

Name and address of any Participating Employer.

Connecticut Water Service, Inc.

93 West Main Street

Clinton, CT 06413

Phone Number: 860-669-8630    Tax ID Number: 06-0739839

B.    EFFECTIVE DATE:

The Effective Date of the Plan for the Participating Employer is: .

[]    This is an adoption of a new plan by the Participating Employer.

[x] This is an adoption of an amendment and/or restatement of a plan currently maintained by the Participating Employer identified as follows:

Name of Plan: Savings Plan of the Connecticut Water Company

Original Effective Date: January 1, 1985

C.    SIGNATURES:

Executed on behalf of the Participating Employer by:    Kristen A. Johnson

Title:                            Vice President, Human Resources

Signature:                        

Executed on behalf of the Signatory Sponsoring

Employer by:                     Kristen A Johnson

Title:                        Vice President, Human Resources

Signature:                    

Executed on behalf of the Trustee by:        Elizabeth H. Festa

Title:                        Vice President

Signature:                    

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PARTICIPATION AGREEMENT

Each Participating Employer must execute a separate Participation Agreement.If not applicable, do not complete this Participation Agreement.

By executing this Participation Agreement, the undersigned Employer elects to become a Participating Employer in the Plan and accompanying Adoption Agreement as if the Participating Employer were a signatory to the Adoption Agreement. The Participating Employer accepts, and agrees to be bound by, all of the elections granted under the provisions of the Prototype Plan as made by the signatory sponsoring Employer in Section XVIII(A) of the Adoption Agreement. Further, the Participating Employer hereby appoints the signatory sponsoring Employer as its attorney in fact for the purpose of adopting on its behalf of all future amendments whether required or voluntary and any applicable corresponding documents (e.g., Loan Policy, QDRO procedures, Trust Agreement). This includes the adoption of all future Model Amendments to this Prototype Plan which are required by the U.S. Department of the Treasury or the Internal Revenue Service as a result of a modification or amendment of applicable Federal laws or regulations that become effective subsequent to the execution of this Participation Agreement.

A.    PARTICIPATING EMPLOYER:

Name and address of any Participating Employer.

The Maine Water Company

Phone Number:     Tax ID Number:

B.    EFFECTIVE DATE:

The Effective Date of the Plan for the Participating Employer is: The Closing Date of the purchase of Aqua Maine, Inc. by Connecticut Water Service, Inc.

[x]    This is an adoption of a new plan by the Participating Employer.

[] This is an adoption of an amendment and/or restatement of a plan currently maintained by the Participating Employer identified as follows:

Name of Plan: Savings Plan of the Connecticut Water Company

Original Effective Date: January 1, 1985

C.    SIGNATURES:

Executed on behalf of the Participating Employer by:

Title:                        

Signature:                    

Executed on behalf of the Signatory Sponsoring

Employer by:                     Kristen A Johnson

Title:                        Vice President, Human Resources

Signature:                    

Executed on behalf of the Trustee by:        Elizabeth H. Festa

Title:                        Vice President

Signature:                    

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SCHEDULE A

PROTECTED BENEFITS

This Schedule describes Code Section 411(d)(6) protected benefits included in the adopting Employer’s prior plan document that are not available in this Prototype Defined Contribution Plan, Basic Plan Document #01. Complete as applicable.

1.    Plan Provision:

Effective Date:    

2.    Plan Provision:

Effective Date:    

3.    Plan Provision:

Effective Date:    

4. Plan Provision:

Effective Date:    

5.    Plan Provision:

Effective Date:    

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SCHEDULE B

PRIOR PLAN PROVISIONS

This Schedule should be used by the adopting Employer if a prior plan contains provisions not found in this Prototype Defined Contribution Plan, Basic Plan Document #01, or where the Employer wishes to document transactions or historical provisions of the Employer’s Plan.

1. Plan Provision:

Effective Date:    

2. Plan Provision:

Effective Date:    

3. Plan Provision:

Effective Date:    

4. Plan Provision:

Effective Date:    

5. Plan Provision:

Effective Date:    

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SCHEDULE C

SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION

The following elections are made with regard to the Plan’s Safe Harbor status pursuant to Section VII herein. For Plan Years indicated below, the Plan hereby invokes a Safe Harbor status in accordance with IRS Notices 98-52 and 2000-3.

For all Plan Years in which this Safe Harbor election is being made, the limitations and restrictions found in Section VII herein apply.

1. For the Plan Year beginning _____ and ending _____, the Employer hereby invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe Harbor Contribution will be an amount equal to _____% (not less than 3%) of Compensation. This election is made on this _____ day of _____, _____ (date may not be later than 30 days prior to the end of the Plan Year in which such election is being made).

2. For the Plan Year beginning _____ and ending _____, the Employer hereby invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe Harbor Contribution will be an amount equal to _____% (not less than 3%) of Compensation. This election is made on this _____ day of _____, _____ (date may not be later than 30 days prior to the end of the Plan Year in which such election is being made).

3. For the Plan Year beginning _____ and ending _____, the Employer hereby invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe Harbor Contribution will be an amount equal to _____% (not less than 3%) of Compensation. This election is made on this _____ day of _____, _____ (date may not be later than 30 days prior to the end of the Plan Year in which such election is being made).

4. For the Plan Year beginning _____ and ending _____, the Employer hereby invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe Harbor Contribution will be an amount equal to _____% (not less than 3%) of Compensation. This election is made on this _____ day of _____, _____ (date may not be later than 30 days prior to the end of the Plan Year in which such election is being made).

5. For the Plan Year beginning _____ and ending _____, the Employer hereby invokes a Safe Harbor status as provided in IRS Notice 2000-3. The Safe Harbor Contribution will be an amount equal to _____% (not less than 3%) of Compensation. This election is made on this _____ day of _____, _____ (date may not be later than 30 days prior to the end of the Plan Year in which such election is being made).

44

401(k) NS AA #010

4444

SCHEDULE D

COLLECTIVE AND COMMINGLED FUNDS

The Trustee is authorized to invest all or any part of the Fund in the following Collective and Commingled Funds as provided for in the Basic Plan Document #01:

1.    Wells Fargo Stable Return Fund G

45

401(k) NS AA #010

4545

SCHEDULE E

MISCELLANEOUS ADMINISTRATIVE ELECTIONS

The following elections are made with regard to the administration of the Plan:

[ ] 1.    ERISA Section 404(c): The Employer intends to be covered by the fiduciary liability provisions with respect to Participant-directed investments under ERISA Section 404(c). Under the terms of this Plan, Participants (or their Beneficiaries) have a reasonable opportunity to give instructions to the Plan Administrator in accordance with the policy set by the Plan Administrator (whether written, oral, or in electronic form) regarding the choice of investment of their account balance. The Plan Administrator is obligated to comply with the Participant’s or Beneficiary’s investment instructions unless complying with such instructions would result in a prohibited transaction under the Code, ERISA or the Department of Labor, violate the Plan document, or jeopardize the Plan’s tax-qualified status.

[x] 2.    Fees: Listed below are the charges your account will incur as a condition of the receipt of a benefit under the Plan, depending upon the transaction involved.

[x] a.    Participants have the ability to take a loan from the Plan. [x] There will be a loan set-up fee of $80.00 paid from the account prior to obtaining a loan from the Plan. [ ] $_____ will be charged on an annual basis until the loan is paid in full. [x] The loan set-up charge is deducted from the Participant’s account. All other costs of administering the Plan will be paid by the Employer or from Plan assets.

[ ] b.    The costs of administering the Plan are shared between Participants and the Employer.

[ ] c.    A service fee equal to $___ / ___% of a Participant’s account balance will be charged per [  ] Plan quarter [ ] Plan Year.

[ ] d.    All costs of administering the Plan will be paid by the Employer or from Plan assets.

[ ] e.    In order to maintain a self-directed brokerage option, Participants will be charged an initial fee of $_______ [ ] and annual fee of $_________.

[ ] f.    To obtain a Hardship distribution, Participants will incur a charge of $_________.

[ ] g.    Qualified Domestic Relations Order (QDRO) presented to the Plan for payment will be charged $_______ to the Participant’s/Alternate Payee’s account for processing.

[ ] h.    Other:

[ ] 3.    Automatic Rollover Of Distributions: If a Plan Participant does not elect to take a distribution and include it in income or have the distribution rolled over to either a qualified retirement plan or an Individual Retirement Account (“IRA”), the Plan is required to make a Direct Rollover of the distribution to an IRA. The Employer as Plan Sponsor has the authority to execute the documents necessary to establish the IRA account, and once established, the Trustee/Issuer of the IRA will provide the Participant with a Disclosure Statement detailing the terms and conditions as well as any fees imposed on the IRA, including the procedures regarding the seven (7) day revocation period. The Plan has selected the following IRA Trustee/Issuer:

Name:    

Address:    

Phone:    

46

401(k) NS AA #010

4646

The initial IRA setup fee shall be:

The initial IRA setup fee shall be paid by:

The IRA Provider’s annual fee shall be:

The IRA funds shall be invested in:

47

401(k) NS AA #010

4747

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Eric W. Thornburg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Connecticut Water Service, Inc. (the “registrant”).

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Eric W. Thornburg

Eric W. Thornburg

President and Chief Executive Officer

May 8, 2013

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, David C. Benoit, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Connecticut Water Service, Inc. (the “registrant”).

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David C. Benoit

David C. Benoit

Chief Financial Officer and Vice President – Finance

May 8, 2013

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Connecticut Water Service, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Eric W. Thornburg, the Chief Executive Officer of the Company, and David C. Benoit, the Chief Financial Officer of the Company, do each hereby certify, to the best of his knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eric W. Thornburg

Eric W. Thornburg

May 8, 2013

/s/ David C. Benoit

David C. Benoit

May 8, 2013

XML

Segment Reporting Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Revenues	$ 21,517	$ 20,224
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	4,203	3,076
Income Tax Expense (Benefit), Continuing Operations	1,590	1,166
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	2,613	1,910
Water Activities [Member]
Segment Reporting Information [Line Items]
Revenues	20,128	18,889
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	3,550	2,485
Income Tax Expense (Benefit), Continuing Operations	1,323	925
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	2,227	1,560
Real Estate Transactions [Member]
Segment Reporting Information [Line Items]
Revenues	0	0
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	0	0
Income Tax Expense (Benefit), Continuing Operations	0	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	0	0
Services and Rentals [Member]
Segment Reporting Information [Line Items]
Revenues	1,389	1,335
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	653	591
Income Tax Expense (Benefit), Continuing Operations	267	241
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 386	$ 350

XML

Aquisitions Maine Water Summary (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Biddeford and Saco Water Company Acquisition [Member]	Sep. 30, 2011 Biddeford and Saco Water Company Acquisition [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Operating Revenues	$ 19,729,000	$ 18,540,000	$ 929,000	$ 18,863,000
Regulated Operating Revenue, Other	399,000	349,000	53,000	377,000
Real Estate Revenue, Net			0	0
Sales Revenue, Services, Net			1,000	1,335,000
Revenues	21,517,000	20,224,000	983,000	20,575,000
Net Income	$ 2,613,000	$ 1,910,000	$ (151,000)	$ 1,932,000
Earnings Per Share, Basic	$ 0.24	$ 0.22	$ (0.01)	$ 0.22
Earnings Per Share, Diluted	$ 0.24	$ 0.22		$ 0.22

XML

Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Amounts Recognized in Other Comprehensive Income [Line Items]
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, before Tax	$ 18
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Tax	(7)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	(41)		(41)
Accumulated Other Comprehensive Loss	(1,305)		(1,328)
Other Comprehensive Income Loss Derivatives Before Reclassification Adjustments Net Of Tax	0
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax	0
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Net of Tax	11
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, before Tax	(42)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax	17
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	117		69
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(1,381)		(1,356)
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Reclassification Adjustments, Net of Tax	37
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax	0
Total Other Comprehensive Income Before Reclassification, Net of Tax	37
Other Comprehensive Income Loss Reclassification Adjustment Derivatives Included In Net Income Net Of Tax	0
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax	(25)
Total Amounts Reclassified From AOCI, Net of Tax	(14)
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	48
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	(25)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	$ 23	$ 55

XML

Long-Term Debt Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2013

Long-term Debt, Unclassified [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

Long-Term Debt at March 31, 2013 and December 31, 2012 consisted of the following (in thousands):

		2013			2012
Connecticut Water Service, Inc.:
4.09%	Term Loan Note	$	17,111		$	17,337
The Connecticut Water Company:
Var.	2004 Series Variable Rate, Due 2029	12,500			12,500
Var.	2004 Series A, Due 2028	5,000			5,000
Var.	2004 Series B, Due 2028	4,550			4,550
5.00%	2007 A Series, Due 2037	—			14,550
5.10%	2009 A Series, Due 2039	19,950			19,950
5.00%	2011 A Series, Due 2021	23,748			23,797
3.16%	CoBank Note Payable, Due 2020	8,000			8,000
3.51%	CoBank Note Payable, Due 2022	14,795			14,795
4.29%	CoBank Note Payable, Due 2028	17,020			17,020
4.72%	CoBank Note Payable, Due 2032	14,795			14,795
4.75%	CoBank Note Payable, Due 2033	14,550			—
Total The Connecticut Water Company		134,908			134,957
The Maine Water Company:
8.95%	1994 Series G, Due 2024	9,000			9,000
2.68%	1999 Series J, Due 2019	474			524
0.00%	2001 Series K, Due 2031	739			780
2.58%	2002 Series L, Due 2022	90			98
1.53%	2003 Series M, Due 2023	401			421
1.73%	2004 Series N, Due 2024	471			471
0.00%	2004 Series O, Due 2034	140			147
1.76%	2006 Series P, Due 2026	451			471
1.57%	2009 Series R, Due 2029	242			247
0.00%	2009 Series S, Due 2029	740			762
0.00%	2009 Series T, Due 2029	2,075			2,137
0.00%	2012 Series U, Due 2042	171			177
2.52%	CoBank Note Payable, Due 2017	1,965			1,965
Total The Maine Water Company		16,959			17,200
The Biddeford & Saco Water Company
6.45%	Series M, Due 2014	2,700			2,700
7.72%	Series L, Due 2018	2,250			2,250
2.40%	Series N, Due 2022	1,297			1,297
1.86%	Series O, Due 2025	862			862
2.23%	Series P, Due 2028	1,354			1,354
Various	Various Capital Leases	118			126
Total The Biddeford & Saco Water Company		8,581			8,589
Add:  Acquisition Fair Value Adjustment		1,696			1,696
Less:  Current Portion		(1,314		)	(1,304		)
Total Long-Term Debt		$	177,941		$	178,475

XML

Income Tax Expense Income Tax Expense (Details)	3 Months Ended
	Mar. 31, 2013 Rate	Mar. 31, 2012 Rate
Income Taxes [Abstract]
Effective Income Tax Rate, Continuing Operations	37.80%	37.90%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	41.00%

XML

Fair Value Disclosures Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 3,767	$ 3,612
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	1,120	1,074
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	2,647	2,538
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Cash Surrender Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	2,647	2,538
Cash Surrender Value [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Cash Surrender Value [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	2,647	2,538
Cash Surrender Value [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	85	28
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	85	28
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Equity Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	1,035	1,046
Equity Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	1,035	1,046
Equity Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Equity Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 0	$ 0

XML

Aquisitions Goodwill Rollforward (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill	$ 31,685	$ 31,685

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating Activities:
Net Income	$ 2,613	$ 1,910
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Deferred Revenues	60	60
Provision for Deferred Income Taxes and Investment Tax Credits, Net	1,504	548
Allowance for Funds Used During Construction	(54)	(56)
Depreciation (including $209 and $27 in 2013 and 2012 charged to other accounts)	2,913	2,414
Change in Assets and Liabilities:
Decrease in Accounts Receivable and Accrued Unbilled Revenues	608	131
Increase in Prepayments and Other Current Assets	(1,465)	(2,230)
Decrease in Other Non-Current Items	91	520
Decrease in Accounts Payable, Accrued Expenses and Other Current Liabilities	(1,684)	(1,130)
Total Adjustments	1,973	257
Net Cash and Cash Equivalents Provided by Operating Activities	4,586	2,167
Investing Activities:
Company Financed Additions to Utility Plant	(5,547)	(3,880)
Advances from Others for Construction	100	70
Net Additions to Utility Plant Used in Continuing Operations	(5,447)	(3,810)
Purchase of water systems, net of cash acquired	0	(35,754)
Net Cash and Cash Equivalents Used in Investing Activities	(5,447)	(39,564)
Financing Activities:
Proceeds from Interim Bank Loans	1,041	27,171
Repayment of Interim Bank Loans	(1,660)	(21,372)
Proceeds from Issuance of Common Stock	393	354
Proceeds from Issuance of Long-term Debt	14,550	36,088
Proceeds from the Exercise of Stock Options	0	88
Repayment of Long-Term Debt Including Current Portion	(14,776)	(406)
Advances from Others for Construction	(100)	(70)
Cash Dividends Paid	(2,661)	(2,097)
Net Cash and Cash Equivalents (Used in) Provided by Financing Activities	(3,213)	39,756
Net (Decrease) Increase in Cash and Cash Equivalents	(4,074)	2,359
Cash and Cash Equivalents at Beginning of Period	13,150	1,012
Cash and Cash Equivalents at End of Year	9,076	3,371
Non-Cash Investing and Financing Activities:
Non-Cash Contributed Utility Plant	332	78
Short-term Investment of Bond Proceeds Held in Restricted Cash	9,821	15,932
Cash Paid for:
Interest	749	1,007
State and Federal Income Taxes	$ 1,450	$ 1,852

XML

Lines of Credit Lines of Credit (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Short-term Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 37.00
Line of Credit, Current	1.0	1.7
Line of Credit Facility, Remaining Borrowing Capacity	36.3
CTWS Line of Credit A [Member]
Short-term Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity	15.00
CTWS Line of Credit B [Member]
Short-term Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity	20.00
BSWC Line of Credit [Member]
Short-term Debt [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 2.25

XML

Basis of Preparation of Financials In text details (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Patronage Received from Banking Partner	$ 588

XML

Aquisitions Acquisitions (Tables)

3 Months Ended

Mar. 31, 2013

Acquisitions [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table summarizes the estimated fair value of the BSWC assets acquired on December 10, 2012, the date of the acquisition (in thousands):

Net Utility Plant	$	19,411
Cash and Cash Equivalents	14
Accounts Receivable, net	628
Prepayments and Other Current Assets	545
Goodwill	7,708
Deferred Charges and Other Costs	554
Total Assets Acquired	$	28,860
Long-Term Debt, including current portion	$	9,263
Accounts Payable and Accrued Expenses	254
Other Current Liabilities	1,076
Advances for Construction	714
Contributions in Aid of Construction	2,568
Deferred Federal and State Income Taxes	1,668
Other Long-Term Liabilities	1,305
Total Liabilities Assumed	$	16,848
Net Assets Acquired	$	12,012

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma summary for the three months endedMarch 31, 2012 presents information as if BSWC had been acquired on January 1, 2012 and assumes that there were no other changes in our operations.  The following pro forma information does not necessarily reflect the actual results that would have occurred had the Company operated the business since January 1, 2012, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands):

	Three Months Ended
Operating Revenues	$	18,863
Other Water Activities Revenues	377
Real Estate Revenues	—
Service and Rentals Revenues	1,335
Total Revenues	$	20,575
Net Income	$	1,932
Basic Earnings per Average Share Outstanding	$	0.22
Diluted Earnings per Average Share Outstanding	$	0.22

The following table summarizes the results of BSWC for the three months endedMarch 31, 2013, and is included in the Condensed Consolidated Statement of Income for the period (in thousands):

	Three Months Ended
Operating Revenues	$	929
Other Water Activities Revenues	53
Real Estate Revenues	—
Service and Rentals Revenues	1
Total Revenues	$	983
Net Loss	$	(151	)
Basic Loss per Average Share Outstanding	$	(0.01	)

XML

Aquisitions Fair Value of Assets Acquired (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Business Acquisition [Line Items]
Public Utilities, Property, Plant and Equipment, Net	$ 449,592	$ 447,911
Cash and Cash Equivalents	9,076	13,150	3,371	1,012
Accounts Receivable, Net, Current	11,070	11,526
Prepayments and Other Current Assets	4,316	2,824
Goodwill	31,685	31,685
Deferred Charges and Other Costs	7,964	8,180
Total Assets	578,255	578,975
Long-term Debt	177,941	178,475
Accounts Payable and Accrued Expenses	5,920	10,016
Other Current Liabilities	1,781	2,008
Advances for Construction	31,226	31,030
Contributions in Aid of Construction	77,395	77,372
Deferred Federal and State Income Taxes	41,944	40,869
Other Long-Term Liabilities	1,136	2,319
Biddeford and Saco Water Company Acquisition [Member]
Business Acquisition [Line Items]
Public Utilities, Property, Plant and Equipment, Net				19,411
Cash and Cash Equivalents				14
Accounts Receivable, Net, Current				628
Prepayments and Other Current Assets				545
Goodwill				7,708
Deferred Charges and Other Costs				554
Total Assets				28,860
Long-term Debt				9,263
Accounts Payable and Accrued Expenses				254
Other Current Liabilities				1,076
Advances for Construction				714
Contributions in Aid of Construction				2,568
Deferred Federal and State Income Taxes				1,668
Other Long-Term Liabilities				1,305
Liabilities				16,848
Assets, Net				$ 12,012

XML

Pension and Other Post-Retirement Benefits Pension Benefit Cost (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Pension Plans, Defined Benefit [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Service Cost	$ 587	$ 524
Defined Benefit Plan, Interest Cost	655	645
Defined Benefit Plan, Expected Return on Plan Assets	(746)	(687)
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	18	17
Defined Benefit Plan, Amortization of Gains (Losses)	491	358
Defined Benefit Plan, Net Periodic Benefit Cost	1,005	857
Other Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Service Cost	161	157
Defined Benefit Plan, Interest Cost	125	141
Defined Benefit Plan, Expected Return on Plan Assets	(75)	(68)
Defined benefit plan amortization of regulatory assets	56	56
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	(201)	(201)
Defined Benefit Plan, Amortization of Gains (Losses)	97	166
Defined Benefit Plan, Net Periodic Benefit Cost	$ 163	$ 251

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Earnings per Share Earnings per Share (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Common Stock, Shares, Outstanding	10,982,430	8,799,551	10,939,486
Weighted Average Number of Shares Outstanding, Basic	10,803,230	8,650,913
Diluted (in shares)	10,964,794	8,781,100
Basic (in dollars per share)	$ 0.24	$ 0.22
Incremental Common Shares Attributal To Share Based Payements Arrangements	$ 0.00	$ 0.00
Earnings Per Share, Diluted	$ 0.24	$ 0.22

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CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2013	Sep. 30, 2011
Dividends Declared:
Common Stock (in dollars per share)	$ 0.2425	$ 0.2375
Cumulative Preferred Stock
Dividends Declared:
Preferred Stock (in dollars per share)	$ 0.225	$ 0.225
Series A Voting
Dividends Declared:
Preferred Stock (in dollars per share)	$ 0.20	$ 0.20

XML

Earnings per Share EPS in Text Tagging (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Sep. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 3 months 5 days
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		$ 1.6

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Segment Reporting Segment Reporting Textual Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Operating Revenues	$ 19,729,000	$ 18,540,000
Regulated Operating Revenue, Other	$ 399,000	$ 349,000

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Utility Plant	$ 614,985	$ 611,787
Construction Work in Progress	9,005	7,734
Gross Utility Plant	623,990	619,521
Accumulated Provision for Depreciation	(174,398)	(171,610)
Net Utility Plant	449,592	447,911
Other Property and Investments	6,697	6,394
Cash and Cash Equivalents	9,076	13,150
Accounts Receivable (Less Allowance, 2013 - $1,086; 2012 - $1,058)	11,070	11,526
Accrued Unbilled Revenues	7,081	7,233
Materials and Supplies	1,602	1,629
Prepayments and Other Current Assets	4,316	2,824
Total Current Assets	33,145	36,362
Restricted Cash	9,821	9,820
Unamortized Debt Issuance Expense	7,204	7,411
Unrecovered Income Taxes - Regulatory Asset	10,528	9,871
Pension Benefits - Regulatory Asset	18,757	18,319
Post-Retirement Benefits Other Than Pension - Regulatory Asset	2,862	3,022
Goodwill	31,685	31,685
Deferred Charges and Other Costs	7,964	8,180
Total Regulatory and Other Long-Term Assets	88,821	88,308
Total Assets	578,255	578,975
CAPITALIZATION AND LIABILITIES
Common Stock Without Par Value: Authorized - 25,000,000 Shares - Issued and Outstanding: 2013 - 10,982,430; 2012 - 10,939,486	135,443	134,873
Retained Earnings (Accumulated Deficit)	51,756	51,804
Accumulated Other Comprehensive Loss	(1,305)	(1,328)
Common Stockholders' Equity	185,894	185,349
Preferred Stock	772	772
Long-Term Debt	177,941	178,475
Total Capitalization	364,607	364,596
Debt, Current	1,314	1,304
Interim Bank Loans Payable	1,041	1,660
Accounts Payable and Accrued Expenses	5,920	10,016
Accrued Taxes	875	0
Accrued Interest	1,451	889
Other Current Liabilities	1,781	2,008
Total Current Liabilities	12,382	15,877
Advances for Construction	31,226	31,030
Contributions in Aid of Construction	77,395	77,372
Deferred Federal and State Income Taxes	41,944	40,869
Unfunded Future Income Taxes	10,097	8,992
Long-Term Compensation Arrangements	37,996	36,430
Unamortized Investment Tax Credits	1,472	1,490
Other Long-Term Liabilities	1,136	2,319
Total Long-Term Liabilities	201,266	198,502
Commitments and Contingencies
Total Capitalization and Liabilities	$ 578,255	$ 578,975

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Aquisitions Pro Forma Summary for Prior Year (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Biddeford and Saco Water Company Acquisition [Member]	Sep. 30, 2011 Biddeford and Saco Water Company Acquisition [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Operating Revenues	$ 19,729,000	$ 18,540,000	$ 929,000	$ 18,863,000
Regulated Operating Revenue, Other	399,000	349,000	53,000	377,000
Real Estate Revenue, Net			0	0
Sales Revenue, Services, Net			1,000	1,335,000
Revenues	21,517,000	20,224,000	983,000	20,575,000
Net Income	$ 2,613,000	$ 1,910,000	$ (151,000)	$ 1,932,000
Earnings Per Share, Basic	$ 0.24	$ 0.22	$ (0.01)	$ 0.22
Earnings Per Share, Diluted	$ 0.24	$ 0.22		$ 0.22

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Other Comprehensive Income, net of tax
Reclassification to Pension and Post-Retirement Benefits Plans, net of tax (benefit) expense of	$ 17,000	$ 12,000
Unrealized Investment loss, net of tax expense (benefit) of	$ 32,000	$ 40,000

XML

Long-Term Debt Long-Term Debt Parenthetical (Details)	Mar. 31, 2013	Dec. 31, 2012
Connecticut Water Service Term Loan Note and Supplement A [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.09%	4.09%
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2007, Due 2037 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.00%	5.00%
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2009, Due 2039 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.10%	5.10%
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2011 Due 2021 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.00%	5.00%
Subsidiaries [Member] | CoBank Note Payable, Due 2020 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.16%	3.16%
Subsidiaries [Member] | CoBank Note Payable Due 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.51%	3.51%
Subsidiaries [Member] | CoBank Note Payable Due 2028 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.29%	4.29%
Subsidiaries [Member] | CoBank Note Payable Due 2032 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.72%	4.72%
Subsidiaries [Member] | CoBank Note Payable, Due 2033 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.75%
Maine Water Company [Member] | Maine Water Company Series G [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	8.95%	8.95%
Maine Water Company [Member] | Maine Water Company Series J [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.68%	2.68%
Maine Water Company [Member] | Maine Water Company Series K [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Maine Water Company [Member] | Maine Water Company Series L [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.58%	2.58%
Maine Water Company [Member] | Maine Water Company Series M [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.53%	1.53%
Maine Water Company [Member] | Maine Water Company Series N [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.73%	1.73%
Maine Water Company [Member] | Maine Water Company Series O [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Maine Water Company [Member] | Maine Water Company Series P [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.76%	1.76%
Maine Water Company [Member] | Maine Water Company Series R [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.57%	1.57%
Maine Water Company [Member] | Maine Water Company Series S [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Maine Water Company [Member] | Maine Water Company Series T [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Biddeford & Saco Water Company [Member] | Series M, Due 2014 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.45%	6.45%
Biddeford & Saco Water Company [Member] | Series L, Due 2018 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	7.72%	7.72%
Biddeford & Saco Water Company [Member] | Series N, Due 2022 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.40%	2.40%
Biddeford & Saco Water Company [Member] | Series O, Due 2025 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	1.86%	1.86%
Biddeford & Saco Water Company [Member] | Series P, Due 2028 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.23%	2.23%

XML

Pension and Other Post-Retirement Benefits Pension and Post-Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2013

Pension and Other Post-Retirement Benefits [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

Pension Benefits

Components of Net Periodic Cost (in thousands):

	Three Months
Period ended March 31,	2013			2012
Service Cost	$	587		$	524
Interest Cost	655			645
Expected Return on Plan Assets	(746		)	(687		)
Amortization of:
Prior Service Cost	18			17
Net Loss	491			358
Net Periodic Benefit Cost	$	1,005		$	857

schedule of post retirement benefits other than pension costs [Table Text Block]

Post-Retirement Benefits Other Than Pension (PBOP)

Components of Net Periodic Cost (in thousands):

	Three Months
Period ended March 31,	2013			2012
Service Cost	$	161		$	157
Interest Cost	125			141
Expected Return on Plan Assets	(75		)	(68		)
Other	56			56
Amortization of:
Prior Service Cost	(201		)	(201		)
Recognized Net Loss	97			166
Net Periodic Benefit Cost	$	163		$	251

XML

Long-Term Debt Long-Term Debt in Text (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Oct. 29, 2012
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	$ (1,314,000)		$ (1,304,000)
Proceeds from Issuance of Long-term Debt	14,550,000	36,088,000
Monetary Limit of Deceased Bond Holders Redemption per Year	25,000
Percent Limit of Deceased Bond Holders Redemption per Year	3.00%
Total Amount Borrowed Under Two Term Loan Notes	36,100,000
Total Amount Originally Available Under Two Term Loan Notes	40,000,000
Number of Quarterly Principal and Interest Payments	60
Life of Term Loan Supplement A	15 years
Total Available Loans for Refinancing				54,645,000
Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2011 Due 2021 [Member]
Debt Instrument [Line Items]
Long-term Debt, Description	22.05
Proceeds from Issuance of Long-term Debt	24,000,000
Debt Instrument, Interest Rate Terms	.05
Debt Instrument, Face Amount	22,050,000
Debt Instrument, Maturity Date	Dec. 20, 2021
Connecticut Water Service Term Loan Note and Supplement A [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	18,000,000
Debt Instrument, Date of First Required Payment	Apr. 20, 2012
Debt Instrument, Maturity Date	Jan. 20, 2027
Connecticut Water Service Term Loan Note and Supplement B [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	18,100,000
Debt Instrument, Maturity Date	Jan. 02, 2014
Subsidiaries [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	$ 134,908,000		$ 134,957,000

XML

Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss) [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The changes in Accumulated Other Comprehensive Income/(Loss) ("AOCI") by component, net of tax, for the three months endedMarch 31, 2013 is as follows (in thousands):

	Interest Rate Swap			Unrealized Gains on Investments		Defined Benefit Items			Total
Beginning Balance (a)	$	(41	)	$	69	$	(1,356	)	$	(1,328	)
Other Comprehensive Income Before Reclassification	—			37		—			37
Amounts Reclassified from AOCI	—			11		(25		)	(14		)
Net current-period Other Comprehensive Income (Loss)	—			48		(25		)	23
Ending Balance	$	(41	)	$	117	$	(1,381	)	$	(1,305	)
(a) All amounts shown are net of tax. Amounts in parentheses indicate loss.

The following table sets forth the amounts reclassified from AOCI by component and the affected line item on the Condensed Consolidated Statement of Income for the three months endedMarch 31, 2013 (in thousands):

Details about Other AOCI Components	Amounts Reclassified from AOCI (a)		Affected Line Items on Income Statement
Realized Gains on Investments	18		Other Income
Tax expense	(7	)	Other Income
	11
Amortization of Recognized Net Loss from Defined Benefit Items	(42	)	Other Income (b)
Tax benefit	17		Other Income
	(25	)
Total Reclassifications for the period, net of tax	(14	)
(a) Amounts in parentheses indicate loss.
(b) Included in computation of net periodic pension cost (see Note 2 for additional details).

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CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Balance at Beginning of Period	$ 51,804	$ 46,669
Net Income	2,613	1,910
Retained Earnings before Dividends	54,417	48,579
Dividends Declared:
Cumulative Preferred, Class A, $0.20 per share	9	9
Common Stock - 2013 $0.2425 per share; 2012 $0.2375 per share	2,652	2,088
Total Dividends Declared	2,661	2,097
Balance at End of Period	51,756	46,482
Series A Voting
Dividends Declared:
Cumulative Preferred, Class A, $0.20 per share	3	3
Cumulative Preferred Stock
Dividends Declared:
Cumulative Preferred, Class A, $0.20 per share	$ 6	$ 6

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Issued	10,982,430	10,939,486
Outstanding	10,982,430	10,939,486
ASSETS
Allowance	$ 1,086	$ 1,058
Capitalization, Long-term Debt and Equity [Abstract]
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares Authorized	25,000,000	25,000,000

XML

Fair Value Disclosures

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Fair Value Disclosures

Fair Value Disclosures

FASB Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures (“FASB ASC 820”) provides enhanced guidance for using fair value to measure assets and liabilities and expands disclosure with respect to fair value measurements.

FASB ASC 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs).  The hierarchy consists of three broad levels, as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are either directly or indirectly observable.

Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that the Company believes market participants would use.

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of March 31, 2013 (in thousands):

	Level 1		Level 2		Level 3		Total
Asset Type:
Company Owned Life Insurance	$	—	$	2,647	$	—	$	2,647
Money Market Fund	85		—		—		85
Mutual Funds:
Equity Funds (1)	1,035		—		—		1,035
Total	$	1,120	$	2,647	$	—	$	3,767

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Asset Type:
Company Owned Life Insurance	$	—	$	2,538	$	—	$	2,538
Money Market Fund	28		—		—		28
Mutual Funds:
Equity Funds (1)	1,046		—		—		1,046
Total	$	1,074	$	2,538	$	—	$	3,612

(1) Mutual funds consisting primarily of equity securities.

The fair value of Company Owned Life Insurance is based on the cash surrender value of the contracts. These contracts are based principally on a referenced pool of investment funds that actively redeem shares and are observable and measurable and are presented on the Other Property and Investments line item of the Company's Condensed Consolidated Balance Sheets.

The following methods and assumptions were used to estimate the fair value of each of the following financial instruments, which are not recorded at fair value on the financial statements.

Cash and cash equivalents – Cash equivalents consist of highly liquid instruments with original maturities at the time of purchase of three months or less.  The carrying amount approximates fair value.  Under the fair value hierarchy the fair value of cash and cash equivalents is classified as a Level 1 measurement.

Restricted Cash – As part of the Connecticut Water’s December 2011 bond offering, the Company recorded unused proceeds from this bond issuance as restricted cash as the funds can only be used for certain capital expenditures.  The Company expects to use the remainder of the proceeds during 2013, as the approved capital expenditures are completed.  The carrying amount approximates fair value.  Under the fair value hierarchy the fair value of restricted cash is classified as a Level 1 measurement.

Long-Term Debt – The fair value of the Company's fixed rate long-term debt is based upon borrowing rates currently available to the Company.  As of March 31, 2013 and December 31, 2012, the estimated fair value of the Company's long-term debt was $194,121,000 and $194,900,000, respectively, as compared to the carrying amounts of $177,941,000 and $178,475,000, respectively. The estimated fair value of long term debt was calculated using a discounted cash flow model that uses comparable interest rates and yield curve data based on the A-rated MMD (Municipal Market Data) Index which is the benchmark of current municipal bond yields. Under the fair value hierarchy the fair value of long term debt is classified as a Level 2 measurement.

The fair values shown above have been reported to meet the disclosure requirements of accounting principles generally accepted in the United States and do not purport to represent the amounts at which those obligations would be settled.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013
Entities [Table]
Entity Registrant Name	CONNECTICUT WATER SERVICE INC / CT
Entity Central Index Key	0000276209
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding	10,982,430

XML

Segment Reporting

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Segment Reporting

Segment Reporting

The Company operates principally in three business segments: Water Activities, Real Estate Transactions, and Services and Rentals.  Results of operations for the three months endedMarch 31, 2013 include the results of BSWC.  Financial data for the segments is as follows (in thousands):

Three Months Ended March 31, 2013
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income
Water Activities	$	20,128	$	3,550	$	1,323	$	2,227
Real Estate Transactions	—		—		—		—
Services and Rentals	1,389		653		267		386
Total	$	21,517	$	4,203	$	1,590	$	2,613

Three Months Ended March 31, 2012
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income
Water Activities	$	18,889	$	2,485	$	925	$	1,560
Real Estate Transactions	—		—		—		—
Services and Rentals	1,335		591		241		350
Total	$	20,224	$	3,076	$	1,166	$	1,910

The revenues shown in Water Activities above consist of revenues from water customers of $19,729,000 and $18,540,000 for the three months endedMarch 31, 2013 and 2012, respectively.  Additionally, there were revenues associated with utility plant leased to others of $399,000 and $349,000 for the three months endedMarch 31, 2013 and 2012, respectively.

The Company owns various small, discrete parcels of land that are no longer required for water supply purposes.  From time to time, the Company may sell or donate these parcels, depending on various factors, including the current market for land, the amount of tax benefits received for donations and the Company’s ability to use any benefits received from donations.  During the three months endedMarch 31, 2013 and March 31, 2012, the Company did not engage in any such transactions.

Assets by segment (in thousands):

	March 31, 2013		December 31, 2012
Total Plant and Other Investments:
Water Activities	$	455,486	$	453,625
Non-Water	803		680
	456,289		454,305
Other Assets:
Water Activities	91,453		118,020
Non-Water	30,513		6,650
	121,966		124,670
Total Assets	$	578,255	$	578,975

XML

CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Operating Revenues	$ 19,729	$ 18,540
Operating Expenses
Operation and Maintenance	10,378	9,635
Depreciation	2,704	2,387
Income Taxes	1,128	979
Taxes Other Than Income Taxes	2,160	1,988
Total Operating Expenses	16,370	14,989
Net Operating Revenues	3,359	3,551
Other Utility Income, Net of Taxes	206	176
Total Utility Operating Income	3,565	3,727
Other Income (Deductions), Net of Taxes
Non-Water Sales Earnings	386	350
Allowance for Funds Used During Construction	54	56
Other	(61)	(143)
Total Other Income, Net of Taxes	379	263
Interest and Debt Expense
Interest on Long-Term Debt	1,787	1,920
Other Interest Charges	(543)	77
Amortization of Debt Expense	87	83
Total Interest and Debt Expense	1,331	2,080
Net Income	2,613	1,910
Preferred Stock Dividend Requirement	9	9
Net Income Applicable to Common Stock	$ 2,604	$ 1,901
Weighted Average Common Shares Outstanding:
Basic (in shares)	10,803,230	8,650,913
Diluted (in shares)	10,964,794	8,781,100
Earnings Per Common Share:
Basic (in dollars per share)	$ 0.24	$ 0.22
Diluted (in dollars per share)	$ 0.24	$ 0.22
Dividends Per Common Share (in dollars per share)	$ 0.2425	$ 0.2375

XML

Pension and Other Post-Retirement Benefits

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Pension and Other Post-Retirement Benefits

2. Pension and Other Post-Retirement Benefits

The following tables set forth the components of pension and other post-retirement benefit costs for the three months endedMarch 31, 2013 and 2012.

Pension Benefits

Components of Net Periodic Cost (in thousands):

	Three Months
Period ended March 31,	2013			2012
Service Cost	$	587		$	524
Interest Cost	655			645
Expected Return on Plan Assets	(746		)	(687		)
Amortization of:
Prior Service Cost	18			17
Net Loss	491			358
Net Periodic Benefit Cost	$	1,005		$	857

The Company expects to make a contribution to its defined benefit pension plan of approximately $2,490,000 in 2013 for the 2012 plan year, as allowed by the current funding status.

Post-Retirement Benefits Other Than Pension (PBOP)

Components of Net Periodic Cost (in thousands):

	Three Months
Period ended March 31,	2013			2012
Service Cost	$	161		$	157
Interest Cost	125			141
Expected Return on Plan Assets	(75		)	(68		)
Other	56			56
Amortization of:
Prior Service Cost	(201		)	(201		)
Recognized Net Loss	97			166
Net Periodic Benefit Cost	$	163		$	251

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Basis of Preparation of Financials

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Basis of Preparation of Financials

The condensed consolidated financial statements included herein have been prepared by Connecticut Water Service, Inc. and Subsidiaries (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments that are of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the results for interim periods.  The Company’s primary operating subsidiaries are The Connecticut Water Company (“Connecticut Water”), The Maine Water Company (“Maine Water”) and the Biddeford & Saco Water Company ("BSWC").  Certain information and footnote disclosures have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  The Condensed Consolidated Balance Sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2012.

Effective January 1, 2013, the Company began recording an accrual for future patronage refunds from a banking partner based on past history, where in prior years the refund was recorded when received. The Company received $588,000 in patronage distribution during the three months endedMarch 31, 2013 which related to the year ended December 31, 2012. The Company has determined that changing the accounting to an accrual basis in 2013 is appropriate. The Company believes that the amounts received and recorded in prior periods were not material to the Company's consolidated results of operations or consolidated financial position.

Certain reclassifications have been made to the 2012 Condensed Consolidated Statement of Cash Flows to conform previously reported data to the current presentation.

The results for interim periods are not necessarily indicative of results to be expected for the year since the consolidated earnings are subject to seasonal factors.

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Earnings per Share Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Earnings per weighted average common share are calculated by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the respective periods as detailed below (diluted shares include the effect of unexercised stock options):

Three months ended March 31,	2013		2012
Common Shares Outstanding End of Period:	10,982,430		8,799,551
Weighted Average Shares Outstanding (Days Outstanding Basis):
Basic	10,803,230		8,650,913
Diluted	10,964,794		8,781,100
Basic Earnings per Share	$	0.24	$	0.22
Dilutive Effect of Unexercised Stock Options	—		—
Diluted Earnings per Share	$	0.24	$	0.22

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Income Tax Expense

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Income Taxes

Income Taxes

FASB ASC 740 Income Taxes (“FASB ASC 740”) addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FASB ASC 740, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The reassessment of the Company’s tax positions in accordance with FASB ASC 740 did not have an impact on the Company’s results of operations, financial condition or liquidity.

From time to time, the Company may be assessed interest and penalties by taxing authorities.  In those cases, the charges would appear on the Other line item within the Other Income (Deductions), Net of Taxes section of the Company's Condensed Consolidated Statements of Income.  There were no such charges for the three months endedMarch 31, 2013 and 2012.  Additionally, there were no accruals relating to interest, penalties or uncertain tax positions as of March 31, 2013 and December 31, 2012.  The Company remains subject to examination by federal authorities for the 2010 and 2011 tax years, and by state authorities for the 2009 through 2011 tax years.

The Company’s effective income tax rate for the first three months of 2013 and 2012 was 37.8% and 37.9%, respectively.  The statutory income tax rates during each period was 41%.  In determining its annual estimated effective tax rate for interim periods, the Company reflects its estimated permanent and flow-through tax differences for the taxable year.

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Accumulated Other Comprehensive Income (Loss) (Notes)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss) Note [Text Block]

5. Accumulated Other Comprehensive Income (Loss)

The changes in Accumulated Other Comprehensive Income/(Loss) ("AOCI") by component, net of tax, for the three months endedMarch 31, 2013 is as follows (in thousands):

	Interest Rate Swap			Unrealized Gains on Investments		Defined Benefit Items			Total
Beginning Balance (a)	$	(41	)	$	69	$	(1,356	)	$	(1,328	)
Other Comprehensive Income Before Reclassification	—			37		—			37
Amounts Reclassified from AOCI	—			11		(25		)	(14		)
Net current-period Other Comprehensive Income (Loss)	—			48		(25		)	23
Ending Balance	$	(41	)	$	117	$	(1,381	)	$	(1,305	)
(a) All amounts shown are net of tax. Amounts in parentheses indicate loss.

The following table sets forth the amounts reclassified from AOCI by component and the affected line item on the Condensed Consolidated Statement of Income for the three months endedMarch 31, 2013 (in thousands):

Details about Other AOCI Components	Amounts Reclassified from AOCI (a)		Affected Line Items on Income Statement
Realized Gains on Investments	18		Other Income
Tax expense	(7	)	Other Income
	11
Amortization of Recognized Net Loss from Defined Benefit Items	(42	)	Other Income (b)
Tax benefit	17		Other Income
	(25	)
Total Reclassifications for the period, net of tax	(14	)
(a) Amounts in parentheses indicate loss.
(b) Included in computation of net periodic pension cost (see Note 2 for additional details).

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Earnings per Share

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Earnings per Share

3. Earnings per Share

Earnings per weighted average common share are calculated by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the respective periods as detailed below (diluted shares include the effect of unexercised stock options):

Three months ended March 31,	2013		2012
Common Shares Outstanding End of Period:	10,982,430		8,799,551
Weighted Average Shares Outstanding (Days Outstanding Basis):
Basic	10,803,230		8,650,913
Diluted	10,964,794		8,781,100
Basic Earnings per Share	$	0.24	$	0.22
Dilutive Effect of Unexercised Stock Options	—		—
Diluted Earnings per Share	$	0.24	$	0.22

Total unrecognized compensation expense for all stock awards was approximately $1.6 million as of March 31, 2013 and will be recognized over a weighted average period of 1.3 years.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

New Accounting Pronouncements

4. New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued updated accounting guidance to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). The update requires an entity to present information about the amounts reclassified from AOCI in their financial statements in either a single note or parenthetically on the face of the financial statements. The updated guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the provisions of the updated guidance for its quarterly reporting period beginning January 1, 2013. The adoption of the revised guidance had no impact on the Company's consolidated results of operations or consolidated financial position, but the Company did add additional disclosures, see Note 5.

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Long-Term Debt

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Long-Term Debt

Long-Term Debt

Long-Term Debt at March 31, 2013 and December 31, 2012 consisted of the following (in thousands):

		2013			2012
Connecticut Water Service, Inc.:
4.09%	Term Loan Note	$	17,111		$	17,337
The Connecticut Water Company:
Var.	2004 Series Variable Rate, Due 2029	12,500			12,500
Var.	2004 Series A, Due 2028	5,000			5,000
Var.	2004 Series B, Due 2028	4,550			4,550
5.00%	2007 A Series, Due 2037	—			14,550
5.10%	2009 A Series, Due 2039	19,950			19,950
5.00%	2011 A Series, Due 2021	23,748			23,797
3.16%	CoBank Note Payable, Due 2020	8,000			8,000
3.51%	CoBank Note Payable, Due 2022	14,795			14,795
4.29%	CoBank Note Payable, Due 2028	17,020			17,020
4.72%	CoBank Note Payable, Due 2032	14,795			14,795
4.75%	CoBank Note Payable, Due 2033	14,550			—
Total The Connecticut Water Company		134,908			134,957
The Maine Water Company:
8.95%	1994 Series G, Due 2024	9,000			9,000
2.68%	1999 Series J, Due 2019	474			524
0.00%	2001 Series K, Due 2031	739			780
2.58%	2002 Series L, Due 2022	90			98
1.53%	2003 Series M, Due 2023	401			421
1.73%	2004 Series N, Due 2024	471			471
0.00%	2004 Series O, Due 2034	140			147
1.76%	2006 Series P, Due 2026	451			471
1.57%	2009 Series R, Due 2029	242			247
0.00%	2009 Series S, Due 2029	740			762
0.00%	2009 Series T, Due 2029	2,075			2,137
0.00%	2012 Series U, Due 2042	171			177
2.52%	CoBank Note Payable, Due 2017	1,965			1,965
Total The Maine Water Company		16,959			17,200
The Biddeford & Saco Water Company
6.45%	Series M, Due 2014	2,700			2,700
7.72%	Series L, Due 2018	2,250			2,250
2.40%	Series N, Due 2022	1,297			1,297
1.86%	Series O, Due 2025	862			862
2.23%	Series P, Due 2028	1,354			1,354
Various	Various Capital Leases	118			126
Total The Biddeford & Saco Water Company		8,581			8,589
Add:  Acquisition Fair Value Adjustment		1,696			1,696
Less:  Current Portion		(1,314		)	(1,304		)
Total Long-Term Debt		$	177,941		$	178,475

As of March 31, 2013, the Company and its subsidiaries will make principal payments of approximately $1,314,000 over the next twelve months.

In December 2011, Connecticut Water borrowed $22.05 million through the issuance of Water Facilities Revenue Bonds by the Connecticut Innovations, Inc. (formerly known as the Connecticut Development Authority).  Connecticut Water received approximately $24,000,000 in cash in exchange for the issuance of bonds with an aggregate principal amount of $22,050,000 with a maturity date of December 20, 2021 and a 5% coupon.  Connecticut Water recorded a bond premium in connection with this transaction and is amortizing that premium over the life of the bond.  The proceeds from the sale of the bonds are being used to finance construction and installation of various capital improvements to Connecticut Water’s existing water system.

There are no mandatory sinking fund payments required on Connecticut Water’s outstanding Unsecured Water Facilities Revenue Refinancing Bonds.  However, certain fixed rate Unsecured Water Facilities Revenue Refinancing Bonds provide for an estate redemption right whereby the estate of deceased bondholders or surviving joint owners may submit bonds to the Trustee for redemption at par, subject to a $25,000 per individual holder and a 3% annual aggregate limitation.

On January 1, 2012, the Company and CoBank, ACB ("CoBank") entered into an amendment to the CoBank Agreement (the “Amendment”) and two additional Promissory Note and Single Advance Term Loan Supplements providing for two additional Term Loans to the Company (the “2012 Term Loan Notes”).  Under the terms of the Amendment and the 2012 Term Loan Notes, on January 3, 2012 the Company borrowed from CoBank, in the aggregate, an additional $36.1 million of an available $40 million to be applied to the Company’s acquisition of the issued and outstanding capital stock of Aqua Maine, Inc. from Aqua America, Inc.

Under one Term Loan Note and Supplement, CoBank loaned the Company $18.0 million, which Term Loan shall be repaid by the Company in 60 equal quarterly installments of principal and interest over a 15-year amortizing term, with the first installment paid on April 20, 2012 and the last installment due on January 20, 2027.  Under the other Term Loan Note and Supplement, as amended in September 2012, CoBank loaned the Company $18.1 million, which Term Loan shall be repaid by the Company in quarterly interest payments and repayment of the principal balance in full on the earlier of January 2, 2014 or upon the Company raising equity capital, in the aggregate, up to the outstanding amount owed under the second Term Note and Supplement. The second Term Note was repaid in December 2012 with a portion of the proceeds from the Company's equity issuance.

On October 29, 2012, Connecticut Water entered into a Master Loan Agreement (the “Agreement”) with CoBank, ACB, (“CoBank”). Connecticut Water also delivered to CoBank four Promissory Note and Single Advance Term Loan Supplements, each dated October 29, 2012 (the “Promissory Notes”). On the terms and subject to the conditions set forth in the Promissory Notes issued pursuant to the Agreement, CoBank agreed to make unsecured loans (each a “Loan,” and collectively the “Loans”) to Connecticut Water from time to time, in an aggregate principal amount of up to $54,645,000. Connecticut Water used substantially all of the proceeds of the Loans to refinance the 1998 Series A, 1998 Series B, 2003A Series, 2003C Series and 2005A Series bonds outstanding.

On December 7, 2012, Maine Water entered into an amended and restated Master Loan Agreement with CoBank, pursuant to which CoBank loaned Maine Water $1,965,000, which proceeds were used by Maine Water to reimburse itself for the repayment in full on November 29, 2012 of all principal, accrued interest, premiums, surcharges and other amounts owed by Maine Water pursuant to its long-term bonds previously issued in 1999.

On March 5, 2013, Connecticut Water and CoBank entered into a Promissory Note and Single Advance Term Loan Supplement to the MLA (the “Note”) in which CoBank agreed to make an additional Loan to Connecticut Water in an aggregate principal amount of up to $14,550,000, with a maturity date of March 4, 2033. Additionally, the Company entered into an Amendment to the Guarantee dated March 5, 2013 (the “Guarantee Amendment”), pursuant to which the Company agreed to guarantee the payment of certain of Connecticut Water's obligations under the Note pursuant to the same terms of the Guarantee.

Financial Covenants – The Company and its subsidiaries are required to comply with certain covenants in connection with various long term loan agreements.  The most restrictive of these covenants is to maintain a consolidated debt to capitalization ratio of not more than 60%. The Company and its subsidiaries were in compliance with all covenants at March 31, 2013.

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Long-Term Debt Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	$ 177,941	$ 178,475
Long-term Debt, Current Maturities	(1,314)	(1,304)
Long-term Debt	177,941	178,475
Connecticut Water Service Term Loan Note and Supplement A [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	17,111	17,337
Subsidiaries [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	134,908	134,957
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series Issued 2004, Due 2029 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	12,500	12,500
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2004 Due 2028 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	5,000	5,000
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series B Issued 2004 Due 2028 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	4,550	4,550
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2007, Due 2037 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	0	14,550
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2009, Due 2039 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	19,950	19,950
Subsidiaries [Member] | CoBank Note Payable, Due 2020 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	8,000	8,000
Subsidiaries [Member] | CoBank Note Payable Due 2022 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	14,795	14,795
Subsidiaries [Member] | Unsecured Water Facilities Revenue Refinancing Bonds Series A Issued 2011 Due 2021 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	23,748	23,797
Subsidiaries [Member] | CoBank Note Payable Due 2028 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	17,020	17,020
Subsidiaries [Member] | CoBank Note Payable Due 2032 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	14,795	14,795
Subsidiaries [Member] | CoBank Note Payable, Due 2033 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	14,550	0
Subsidiaries [Member] | Maine Water Company Series G [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	9,000	9,000
Subsidiaries [Member] | Maine Water Company Series J [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	474	524
Maine Water Company [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	16,959	17,200
Maine Water Company [Member] | Maine Water Company Series K [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	739	780
Maine Water Company [Member] | Maine Water Company Series L [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	90	98
Maine Water Company [Member] | Maine Water Company Series M [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	401	421
Maine Water Company [Member] | Maine Water Company Series N [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	471	471
Maine Water Company [Member] | Maine Water Company Series O [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	140	147
Maine Water Company [Member] | Maine Water Company Series P [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	451	471
Maine Water Company [Member] | Maine Water Company Series R [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	242	247
Maine Water Company [Member] | Maine Water Company Series S [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	740	762
Maine Water Company [Member] | Maine Water Company Series T [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	2,075	2,137
Maine Water Company [Member] | Fair Value Adjustment of Long-Term Debt Assume [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	1,696	1,696
Maine Water Company [Member] | 2012 Series U, Due 2042 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	171	177
Maine Water Company [Member] | CoBank Note Payable, Due 2017 [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	1,965	1,965
Biddeford & Saco Water Company [Member] | Series M, Due 2014 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	2,700	2,700
Biddeford & Saco Water Company [Member] | Series L, Due 2018 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	2,250	2,250
Biddeford & Saco Water Company [Member] | Series N, Due 2022 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	1,297	1,297
Biddeford & Saco Water Company [Member] | Series O, Due 2025 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	862	862
Biddeford & Saco Water Company [Member] | Series P, Due 2028 [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	1,354	1,354
Biddeford & Saco Water Company [Member] | Long Term Capital Leases [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	118	126
Biddeford and Saco [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	$ 8,581	$ 8,589

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Aquisitions

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Business Combination Disclosure [Text Block]

Acquisitions

Effective December 10, 2012, the Company completed the acquisition of the Biddeford & Saco Water Company ("BSWC"). Shareholders of BSWC common stock exchanged all outstanding shares for 380,254 shares of Connecticut Water Service, Inc. in a transaction valued at approximately $12.0 million, based on the closing price of the Company's common stock on the acquisition date. BSWC is a public water utility regulated by the Maine Public Utility Commission ("MPUC") that serves approximately 15,000 customers in 4 communities in the State of Maine. The Company is accounting for the acquisition in accordance with FASB ASC 805 Business Combinations ("FASB ASC 805").

The estimated fair values of assets acquired and liabilities assumed, BSWC's outstanding long-term debt, are based upon the information that was available as of the acquisition dates, which management believes provides a reasonable basis for the estimated values. The fair values of long term-debt were based on similar marketable instruments. Management is analyzing additional data necessary to finalize these fair values, which are subject to change. While such changes could be significant, management does not expect them to be, based upon the information provided to date. The valuation, and thus the purchase price allocation, is expected to be completed as soon as practicable but no later than one year from the acquisition date.

The Company incurred pre-tax acquisition and closing related expenses of approximately $544,000 during 2012 to acquire BSWC which is recorded on the "Other" line item of the "Other Income (Deductions), Net of Taxes" section of the Condensed Consolidated Statements of Income. This acquisition further expanded the Company's footprint into another New England state, providing the Company with diversity with respect to weather and regulatory climate and ratemaking.

The following table summarizes the estimated fair value of the BSWC assets acquired on December 10, 2012, the date of the acquisition (in thousands):

Net Utility Plant	$	19,411
Cash and Cash Equivalents	14
Accounts Receivable, net	628
Prepayments and Other Current Assets	545
Goodwill	7,708
Deferred Charges and Other Costs	554
Total Assets Acquired	$	28,860
Long-Term Debt, including current portion	$	9,263
Accounts Payable and Accrued Expenses	254
Other Current Liabilities	1,076
Advances for Construction	714
Contributions in Aid of Construction	2,568
Deferred Federal and State Income Taxes	1,668
Other Long-Term Liabilities	1,305
Total Liabilities Assumed	$	16,848
Net Assets Acquired	$	12,012

The estimated fair values of the assets acquired and the liabilities assumed were determined based on the accounting guidance for fair value measurement under GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value analysis assumes the highest and best use of the assets by market participants. For BSWC, the allocation of the purchase price includes an adjustment to fair value related to BSWC's long-term debt and any associated deferred taxes. The excess of the purchase price paid over the estimated fair value of the assets acquired and the liabilities assumed was recognized as goodwill in the Water Activities Segment, none of which is deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the net assets acquired and the contributing factors to the amount recorded include expected future cash flows, potential operational synergies, the utilization of technology and cost savings opportunities in the delivery of certain shared administrative and other services.

The following unaudited pro forma summary for the three months endedMarch 31, 2012 presents information as if BSWC had been acquired on January 1, 2012 and assumes that there were no other changes in our operations.  The following pro forma information does not necessarily reflect the actual results that would have occurred had the Company operated the business since January 1, 2012, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands):

	Three Months Ended
Operating Revenues	$	18,863
Other Water Activities Revenues	377
Real Estate Revenues	—
Service and Rentals Revenues	1,335
Total Revenues	$	20,575
Net Income	$	1,932
Basic Earnings per Average Share Outstanding	$	0.22
Diluted Earnings per Average Share Outstanding	$	0.22

The following table summarizes the results of BSWC for the three months endedMarch 31, 2013, and is included in the Condensed Consolidated Statement of Income for the period (in thousands):

	Three Months Ended
Operating Revenues	$	929
Other Water Activities Revenues	53
Real Estate Revenues	—
Service and Rentals Revenues	1
Total Revenues	$	983
Net Loss	$	(151	)
Basic Loss per Average Share Outstanding	$	(0.01	)

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Fair Value Disclosures Fair Value Disclosures (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of March 31, 2013 (in thousands):

	Level 1		Level 2		Level 3		Total
Asset Type:
Company Owned Life Insurance	$	—	$	2,647	$	—	$	2,647
Money Market Fund	85		—		—		85
Mutual Funds:
Equity Funds (1)	1,035		—		—		1,035
Total	$	1,120	$	2,647	$	—	$	3,767

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Asset Type:
Company Owned Life Insurance	$	—	$	2,538	$	—	$	2,538
Money Market Fund	28		—		—		28
Mutual Funds:
Equity Funds (1)	1,046		—		—		1,046
Total	$	1,074	$	2,538	$	—	$	3,612

(1) Mutual funds consisting primarily of equity securities.

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Segment Reporting Assets by Segment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total Plant and Other Investments	$ 456,289	$ 454,305
Other Assets	121,966	124,670
Assets	578,255	578,975
Water Activities [Member]
Segment Reporting Information [Line Items]
Total Plant and Other Investments	455,486	453,625
Other Assets	91,453	118,020
Services and Rentals and Real Estate Combine [Member]
Segment Reporting Information [Line Items]
Total Plant and Other Investments	803	680
Other Assets	$ 30,513	$ 6,650

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement of Other Comprehensive Income [Abstract]
Net Income	$ 2,613	$ 1,910
Other Comprehensive Income, net of tax
Reclassification to Pension and Post-Retirement Benefits Other Than Pension, net of tax benfit of $17 and $12 for the three months ended March 31, 2013 and 2012	(25)	(6)
Unrealized gain on investments, net of tax expense of $32 and $40 for the three months ended March 31, 2013 and 2012	48	61
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	23	55
Comprehensive Income	$ 2,636	$ 1,965

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation charged to other accounts	$ 209	$ 27

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Segment Reporting Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

Financial data for the segments is as follows (in thousands):

Three Months Ended March 31, 2013
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income
Water Activities	$	20,128	$	3,550	$	1,323	$	2,227
Real Estate Transactions	—		—		—		—
Services and Rentals	1,389		653		267		386
Total	$	21,517	$	4,203	$	1,590	$	2,613

Three Months Ended March 31, 2012
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income
Water Activities	$	18,889	$	2,485	$	925	$	1,560
Real Estate Transactions	—		—		—		—
Services and Rentals	1,335		591		241		350
Total	$	20,224	$	3,076	$	1,166	$	1,910

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Assets by segment (in thousands):

	March 31, 2013		December 31, 2012
Total Plant and Other Investments:
Water Activities	$	455,486	$	453,625
Non-Water	803		680
	456,289		454,305
Other Assets:
Water Activities	91,453		118,020
Non-Water	30,513		6,650
	121,966		124,670
Total Assets	$	578,255	$	578,975

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Fair Value Disclosures In Text Tagging (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term Debt, Fair Value	$ 194,121	$ 194,900
Long-term Debt	$ 177,941	$ 178,475

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Lines of Credit

3 Months Ended

Mar. 31, 2013

Notes To Financial Statements [Abstract]

Lines of Credit

Lines of Credit

On June 30, 2009, the Company entered into a $15 million line of credit agreement with CoBank, ACB, which was amended in May 2010, July 2011 and September 2012 and is currently scheduled to expire on July 1, 2014.  On October 12, 2012, the Company increased an additional line of credit from $15 million to $20 million, and extended its expiration date to June 30, 2014.  Due to the acquisition of BSWC, as described in Note 11, the total lines of credit available to the Company increased to $37.25 million, due to BSWC's $2.25 million line of credit expiring June 30, 2013.  Interim Bank Loans Payable at March 31, 2013 and December 31, 2012 was approximately $1.0 million and $1.7 million, respectively, and represents the outstanding aggregate balances on these lines of credit. As discussed in Part I, Item 2 below, the Company used a portion of the $47.5 million of net proceeds of its December 2012 equity issuance to pay down a portion of its outstanding balances on these lines of credit. As of March 31, 2013, the Company had $36.25 million in unused lines of credit.  Interest expense charged on interim bank loans will fluctuate based on market interest rates.