<PAGE>
                                                     EXHIBIT (10(ee)


                             ESCROW AGREEMENT
                             ----------------


     THIS ESCROW AGREEMENT (this "Agreement"), dated as of January 31,

1996 among Aquarion Company, a Delaware corporation (in such capacity,

"Aquarion"), Aquarion Company, as Escrow Agent (in such capacity, the

"Escrow Agent"), certain individuals and entities listed on Schedule 1

attached hereto (each, a "Seller" and together, the "Sellers") Steven R.

Kellogg and Norman A. Aldrich as Representatives of the Sellers pursuant

to the Shareholders' Representative Agreement dated as of December 7,

1990 (the "Representative Agreement") by and among the Shareholders (as

defined therein) and Stephen R. Kellogg and Norman A. Aldrich as

Representatives.


                                RECITALS


     A.  Pursuant to an Amended and Restated Stock Purchase Agreement

dated as of December 7, 1990, as amended on September 12, 1991 (the

"Stock Purchase Agreement"), Aquarion purchased from the Sellers the

issued and outstanding capital stock of SRK Holding Inc., a Connecticut

corporation ("SRK"), not then held by Aquarion.


     B.  Aquarion and the Sellers have agreed to settle all claims and

liabilities among themselves in connection with the Stock Purchase

Agreement and any transactions directly or indirectly related thereto or

any other documents in connection therewith (the "Claims").


     C.  Pursuant to such settlement, Aquarion has agreed to deposit

into escrow with the Escrow Agent Six Hundred Thousand and 00/100

Dollars ($600,000.00) (the "Initial Escrow Amount") to be payable to the

Sellers in accordance with the provisions of this Agreement, and the

Sellers have agreed to deposit into escrow with the Escrow Agent 

releases from as many of the Sellers as can be reasonably found and in

no instance less than 90% of the Sellers, such releases to be in the

forms attached hereto (with a separate form for the Representatives) as

Exhibits A-1 and A-2 (the "Releases"), which Releases release Aquarion
--------------------
from the Claims.


     D.  The parties have entered into this Agreement in order to set

forth the conditions upon which, and the manner in which the Escrow

Agent shall disburse funds and the Releases from the Escrow Account (as

defined herein).


     NOW, THEREFORE, in consideration of the premises and of the mutual

promises and covenants herein contained, the parties, intending to be

legally bound, agree as follows:

<PAGE>
<PAGE>
     1.   Escrow Account; Escrow Agent.
          ----------------------------


     (a)  Appointment of Escrow Agent.  Aquarion and the Sellers hereby
          ---------------------------
appoint Aquarion as Escrow Agent, and the Escrow Agent hereby accepts

appointment, as escrow agent, under the terms and conditions of this

Agreement.



     (b)  Establishment of Escrow Account.  Contemporaneously with the
          -------------------------------
execution of this Agreement and the deposit with the Escrow Agent of

Releases duly executed by at least 90% of the Sellers as described above

(the "Escrow Date"), the Escrow Agent shall establish an escrow account

(the "Escrow Account") at its office located at 835 Main Street,

Bridgeport, CT 06601-2353.  All funds accepted by the Escrow Agent

pursuant to this Agreement shall be held for the exclusive benefit of

the Sellers.  All such funds shall be held in the Escrow Account until

disbursed or paid in accordance with the terms hereof.  The Escrow

Account and the funds held therein held by the Escrow Agent shall be

under the sole dominion and control of the Escrow Agent for the benefit

of the Sellers.



     (c)  Delivery of Funds and Releases.  On the Escrow Date, Aquarion
          ------------------------------
shall deliver the Initial Escrow Amount to the Escrow Agent for deposit

into the Escrow Account against the Escrow Agent's written

acknowledgment and receipt of the Initial Escrow Amount.  Stephen R.

Kellogg and Norman A. Aldrich (the "Representatives") shall deliver the

Releases to the Escrow Agent for deposit into the Escrow Account against

the Escrow Agent's written acknowledgment and receipt of the Releases.



     (d)  Interest Rate Applicable to Funds in Escrow Account.  Funds
          ---------------------------------------------------
deposited in the Escrow Account shall be deemed to accrue interest at an

annual rate of six percent (6%), (the "Interest Rate"), beginning on

October 1, 1995.



     (e)  Limitation on Escrow Agent's Responsibilities.  The Escrow
          ---------------------------------------------
Agent's sole responsibilities under this Agreement shall be (1) to

retain possession of any funds in the Escrow Account, (2) to retain

possession of the Releases, and (3) to disburse such funds and release

the Releases in accordance with the provisions of this Agreement.


     (f)  Escrow Account Statement.  On each Payment Date (as defined
          ------------------------
herein), the Escrow Agent shall deliver to Aquarion and the Sellers a

statement setting forth with reasonable particularity the balance of

funds then in the Escrow Account ("Escrow Account Statement") and the

calculation of the disbursement on such Payment Date. 

<PAGE>
<PAGE>
      2.   Disbursements.
           -------------

     (a)  Disbursements of Available Funds.  Without any further action
          --------------------------------
required by any party, the Escrow Agent shall make a disbursement to the

Sellers from the Escrow Account on January 2, 1996, April 2, 1996 and

October 1, 1996 (each a "Payment Date" and together, the "Payment

Dates").  The disbursements shall consist of 25% of the Available Funds

(as defined herein) on January 2, 1996; 33% of the Available Funds on

April 1, 1996; and the balance of the Available Funds on October 1,

1996.  No disbursement shall be made unless and until all conditions set

forth in Section 1 with respect to the establishment of the Escrow

Account shall have been fulfilled.  The Escrow Agent shall make each

disbursement in accordance with the written instructions from the

Representatives, which instructions shall specify in detail the manner

in which any such disbursement will be distributed by the

Representatives; provided, however, that no disbursement shall be made

to the Representatives for or on behalf of any of the Sellers unless and

until said Sellers have duly executed this Escrow Agreement and the

Release and shall have delivered same to the Escrow Agent.  In the event

that funds remain in the Escrow Account after January 1, 1997 because of

the failure of one or more Sellers to properly execute this Escrow

Agreement and the Release, all such funds shall thereupon be paid over

to Aquarion, and the Escrow Account and this Escrow Agreement shall

thereupon be terminated.  



     "Available Funds" on any Payment Date shall mean (1) the sum of (A)

the Initial Escrow Amount and (B) interest accrued to such Payment Date

on the funds in the Escrow Account at the Interest Rate, plus, to the

extent received by the Escrow Agent prior to such Payment Date, (2)(A)

any of the accounts receivable set forth on Schedule 2 hereto that are

actually collected and received by Aquarion, and (B) any funds received

by Aquarion from the Tax Department of the State of Connecticut in 

connection with the sales tax audit of Davco, less, to the extent any

new claims are made prior to such Payment Date, (3) any claims, against

SRK or Aquarion directly or indirectly arising out of the transactions

contemplated by the Stock Purchase Agreement, and less (4) the aggregate

disbursements previously made pursuant to this Agreement.



     Aquarion and the Sellers agree that (i) (A) Aquarion shall give

notice to the Representatives of the receipt by Aquarion of any funds

which Aquarion believes in good faith should be paid by Aquarion into

the Escrow Account; (B) the Representatives, on behalf of the Sellers,

shall give notice to Aquarion of the amount and character of any funds

which the Representatives in good faith believe should be paid by

Aquarion into the Escrow Account, and (C) Aquarion shall not pay such

amounts into the Escrow Account unless the payment of such funds is

approved by Aquarion, which approval shall not be unreasonably withheld;

and (ii) (A) Aquarion shall give notice to the Representatives of the

amount and character of any claims against the funds in the Escrow

Account which Aquarion in good faith believes should be paid 
<PAGE>
<PAGE>

therefrom, and (B) the Escrow Agent shall not make any disbursement in 

payment of said claims until said claims are approved by the Representatives

on behalf of the Sellers, which approval shall not be unreasonably

withheld; provided, however, that the Escrow Agent shall not disburse
          -----------------
any amounts on any Payment Date (1) which are proposed by its

Representatives to be paid into the Escrow Account but have not then

been approved by Aquarion (and no such amounts shall be considered

Available Funds under this Agreement), or (2) which are proposed by

Aquarion to be paid out of the Escrow Account but have not then been

approved by the Representatives.



     (b)  Disbursement of Releases.  The Escrow Agent shall disburse the
          ------------------------
Releases to Aquarion from the Escrow Account at the time of final

payment from the Escrow Account to the Sellers. 


      3.   Limitation on Rights and Remedies.  Each of the parties hereto
           ---------------------------------
agrees that this Escrow Agreement sets forth in full the complete terms

of the Settlement among the parties of all matters relating to SRK and

the Stock Purchase Agreement and all transactions resulting therefrom

and contemplated thereby, and that all parties shall hereafter look

solely to, and be limited by, the terms of the Escrow Agreement with

respect to all issues, matters, rights and remedies in any manner

heretofore or hereafter arising with respect to any and all such matters

relating to SRK and the Stock Purchase Agreement.



     4.   Escrow Agent.
          -----------

     (a)  Limitation of the Escrow Agent's Liability; Responsibilities
          ------------------------------------------------------------
of the Escrow Agent.  The Escrow Agent shall be entitled to rely upon
-------------------
any judicial order or judgment, upon any written opinion of counsel or

upon any certification, instruction, notice, or other writing delivered

to it by Aquarion or the Representatives in compliance with the

provisions of this Agreement without being required to determine the

authenticity or the correctness of any fact stated therein or the

propriety or validity of service thereof.  The Escrow Agent may act in

reliance upon any instrument comporting with the provisions of this

Agreement or signature believed by it to be genuine and may assume that

any person purporting to give notice or receipt or advice or make any

statement or execute any document in connection with the provisions

hereof has been duly authorized to do so.



     At any time the Escrow Agent may request in writing an instruction

in writing from Aquarion and the Representatives, on behalf of the

Sellers, and may at its own option include in such request the course of

action it proposes to take and the date on which it proposes to act,

regarding any matter arising in connection with its duties and 

obligations hereunder; provided, however, that the Escrow Agent shall

state in such request that it believes in good faith that such proposed

course of action is consistent with another identified provision of this

Agreement.
<PAGE>
<PAGE>
     The Escrow Agent may act pursuant to the written advice of counsel

chosen by it with respect to any matter relating to this Agreement and

shall not be liable for any action taken or omitted in accordance with

such advice.



     The Escrow Agent shall not be called upon to advise any party as to

taking or refraining from taking any action with respect to, any funds

or the Releases deposited hereunder.



     5.   Instructions to Escrow Agent.  Aquarion and the Sellers hereby
          ----------------------------
irrevocably instruct the Escrow Agent to, and the Escrow Agent shall (a)

(1) maintain sole dominion and control over funds and the Releases in

the Escrow Account for the benefit of Aquarion and the Sellers to the

extent specifically required herein, and (2) maintain the Escrow Account

free and clear of all liens, security interests, safekeeping or other

charges, demands and claims against the Escrow Agent of any nature now

or hereafter existing in favor of anyone other than the rights of

Aquarion and the Sellers under this Agreement.



     6.   Termination.  This Agreement shall terminate automatically ten
          -----------
(10) days following disbursement of the Releases and of all funds

remaining in the Escrow Account unless sooner terminated by agreement of

the parties hereto (in accordance with the terms hereof); provided,

however, that until such tenth day, Aquarion shall cause this Agreement

(or any permitted successor agreement) to remain in effect and shall

cause there to be an escrow agent acting hereunder (or under any such

permitted successor agreement). 


      7.   Consent of the Sellers.  Each of the Sellers, by executing
           ----------------------
this Agreement, authorizes the Representatives to act on behalf of said

Seller in accordance with the provisions of this Agreement and confirms

that the Representatives are authorized under the Representative

Agreement to effect the distributions to the Seller from the Escrow

Account, all in the manner set forth herein and in the Representative

Agreement.



     8.   Indemnification.  The Representatives each represent, warrant
          ---------------
and agree that (i) he is duly authorized under the Representative

Agreement to act on behalf of each of the Sellers with respect to all

matters directly or indirectly relating to the Stock Purchase Agreement

and the Escrow Agreement, including without limitation all matters

relating to the timing and method of the disbursement and distributions

of funds to Sellers from the Escrow Account, (ii) he will effect

distributions from the Escrow Account only in the manner specified

herein and only in compliance with the requirements of the

Representative Agreement.  Each of the Representatives agrees, jointly

and not severally, to indemnify and hold harmless Aquarion from and

against all losses, claims, damages, liabilities and expenses (including

attorney s fees and expenses) to which Aquarion may become subject

insofar as they arise out of or are based upon actions taken by 
<PAGE>
<PAGE>
either of the Representatives with respect to this Escrow Agreement, 

the Escrow Account or any amounts deposited by Aquarion in the Escrow 

Account.  


     9.   Miscellaneous.
          -------------

     (a)  Waiver.  Any party hereto may specifically waive any breach of

this Agreement by any other party, but no such waiver shall be deemed to

have been given unless such waiver is in writing, signed by the waiving

party and specifically designating the breach waived, nor shall any such

waiver constitute a continuing waiver of similar or other breaches. 


      (b)  Invalidity.  If for any reason whatsoever any one or more of
           ----------
the provisions of this Agreement shall be held or deemed to be

inoperative, unenforceable or invalid in a particular case or in all

cases, such circumstances shall not have the effect of rendering any of

the other provisions of this Agreement inoperative, unenforceable or

invalid, and the inoperative, unenforceable or invalid provision shall

be construed as if it were written so as to effectuate, to the maximum

extent possible, the parties' intent.



     (c)  Assignment.  This Agreement is personal to the parties hereto,
          ----------
and the rights and duties of any party hereunder shall not be assignable

except with the prior written consent of the other parties. 

Notwithstanding the foregoing, this Agreement shall inure to and be

binding upon the parties and their successors and permitted assigns.



     (d)  Benefit.  The parties hereto and their successors and
          -------
permitted assigns, but no others, shall be bound hereby and entitled to

the benefits hereof; provided, however, that the Sellers and their

permitted assigns shall be entitled to the benefits hereof and to

enforce this Agreement.



     (e)  Entire Agreement; Amendments.  This Agreement contains the
          ----------------------------
entire agreement among the parties with respect to the subject matter

hereof and supersedes any and all prior agreements, understandings and

commitments, whether oral or written including without limitation the

Stock Purchase Agreement.  This Agreement may be amended only in a

writing signed by the Representatives and by Aquarion.



     (f)  Notices.  All notices and other communications required or
          -------
permitted to be given or made under this Agreement shall be in writing

and shall be deemed to have been duly given and received, regardless of

when and whether received, either:  (1) on the day of hand delivery; (2)

three business days following the day sent, when sent by United States 

certified mail, postage and certification fee prepaid, return receipt

requested, addressed as set forth below; (3) when transmitted by

telecopy with verbal confirmation of receipt by the telecopy operator to the 

<PAGE>
<PAGE>
telecopy number set forth below; or (4) one business day following

the day timely delivered to a next-day air courier addressed as set

forth below:

          To Escrow Agent:

          Aquarion Company
          835 Main Street
          Bridgeport, Connecticut  06601-2353
          Attn: Executive Vice President - Finance                       

          Telecopy:  203-336-5639
          Telephone:  203-336-7632

          To Aquarion:

          Aquarion Company
          835 Main Street
          Bridgeport, Connecticut  06601-2353
          Attn: Executive Vice President - Finance                       

          Telecopy:  203-336-5639
          Telephone:  203-336-7632

          To the Representatives on behalf of the Sellers:

          Mr. Stephen R. Kellogg
          100 Founders Way
          Stratford, Connecticut  06497

          Telecopy:  203-380-1368
          Telephone:  203-380-9449

          and to:

          Mr. Norman A. Aldrich
          110 Butternut Lane
          Stratford, Connecticut 06497
<PAGE>
<PAGE>
          Telephone: 203-377-5809


or at such other address as the specified entity most recently may have

designated in writing in accordance with this Section.


     (h)  Counterparts.  This Agreement may be executed in one or more
          ------------
counterparts, each of which shall be deemed an original but all of which

together shall constitute one and the same instrument. 


      (i)  Captions.  Captions in this Agreement are for convenience only
           --------
and shall not be considered or referred to in resolving questions of

interpretation of this Agreement.



     (j)  Choice of Law.  The existence, validity, construction,
          -------------
operation and effect of any and all terms and provisions of this

Agreement shall be determined in accordance with and governed by the

laws of the State of Connecticut, without regard to principles of

conflicts of laws.  The parties to this Agreement hereby agree that

jurisdiction over such parties and over the subject matter of any action

or proceeding arising under this Agreement may be exercised by a

competent Court of the State of Connecticut, or by a United States

Court, sitting in Connecticut.  Aquarion and the Sellers hereby submit

to the personal jurisdiction of such courts, hereby waive personal

service of process upon them and consent that any such service of

process may be made by certified or registered mail, return-receipt

requested, directed to Aquarion or the Representatives, on behalf of the

Sellers, at the address last specified for notices hereunder, and

service so made shall be deemed completed five (5) days after the same

shall have been so mailed, and hereby waive the right to a trial by jury

in any action or proceeding with the Escrow Agent.  All actions and

proceedings brought by Aquarion or the Sellers against the Escrow Agent

relating to or arising from, directly or indirectly, this Agreement

shall be litigated only in courts within the State of Connecticut.



     (k)  Aquarion hereby represents and warrants that this Agreement

has been duly authorized, executed and delivered on its behalf and

constitutes the legal, valid and binding obligation of Aquarion.  The

execution, delivery and performance of this Agreement by Aquarion does

not violate any applicable law or regulation to which Aquarion is

subject and does not require the consent of any governmental or other

regulatory body to which Aquarion is subject, except for such consents

and approvals as have been obtained and are in full force and effect. 


     (l)  Each of the Sellers hereby represents and warrants that this

Agreement has been duly authorized, executed and delivered on its behalf

and constitutes its legal, valid and binding obligation. 
<PAGE>
<PAGE>
     IN WITNESS WHEREOF, the parties have executed and delivered this

Escrow Agreement as of the day first above written.



                                   AQUARION COMPANY, as Escrow Agent


                                   By:____________________________
                                        Name:
                                        Title:

                                   AQUARION COMPANY


                                   By:____________________________
                                        Name:
                                        Title:


                                   _______________________________
                                   Stephen R. Kellogg, as
                                   Representative and as a Seller
                                   
                                   
                                   _______________________________
                                   Norman A. Aldrich
                                   
                                   
                                   _______________________________
                                   Donald R. Johnson, Jr.
                                   
                                   
                                   _______________________________
                                   Robert Q. Bradley
                                   
<PAGE>
<PAGE>                                   
                                   _______________________________
                                   Brian Armet
                                   
                                   
                                   _______________________________
                                   John Bath
                                   
                                   
                                   _______________________________
                                   Marsha Culik
                                   
                                   
                                   CAMP & ASSOCIATES, INC.
                                   
                                   
                                   By:____________________________
                                       Name:
                                       Title:
                                   
                                   
                                   _______________________________
                                   Thomas Czop
                                   
                                   
                                   _______________________________
                                   Robert Drake
                                   

                                   _______________________________
                                   Larry Gaffga
                                   
                                   
                                   
<PAGE>
<PAGE>

                                   _______________________________
                                   Carol Kellogg
                                   
                                   
                                   _______________________________
                                   Ralph Klass
                                   
                                   
                                   
                                   _______________________________
                                   Ronald Lawson
                                   
                                   
                                   
                                   _______________________________
                                   Robert Meena
                                   
                                   
                                   
                                   _______________________________
                                   William Mumaw
                                   
                                   
                                   
                                   _______________________________
                                   Daniel Ott
                                   
                                   
                                   
                                   _______________________________
                                   Kathleen Rasbach
                                   
                                   
                                   
                                   _______________________________
                                   Kenneth Shackford
                                   
                                   
<PAGE>
<PAGE>                                   
                                   _______________________________
                                   Wayne Thomas
                                   
                                   
                                   
                                   _______________________________ 
                                   William Warner
                                   
                                   
                                   
                                   _______________________________
                                   Kenneth Wildman
                                   
                                   
                                   
                                   _______________________________
                                   Keith E. Warner
                                   
                                   
                                   
                                   _______________________________
                                   Peter J. Kaye, Sr.
                                   
                                   
                                   
                                   _______________________________
                                   Dana Aaronson
                                   
                                   
                                   
                                   _______________________________
                                   William W. Camp
                                   
                                   
                                   
                                   _______________________________
                                   Larry S. Imely
                                   
                                   
<PAGE>
<PAGE>                                   
                                   _______________________________
                                   Stephen Arella
                                   
                                   
                                   
                                   _______________________________
                                   Mark A. Hartwig
                                   
                                   
                                   
                                   _______________________________
                                   James A. Ryan
                                   
                                   
                                   
                                   _______________________________
                                   Michael V. Bonomo
                                   
                                   
                                   
                                   _______________________________
                                   Steven Thrasher
                                   
                                   
                                   
                                   _______________________________
                                   William Todino
                                   
                                   
                                   _______________________________
                                   Russ Reynolds
                                   
                                   
                                   
<PAGE>
<PAGE>                                   
                                   _______________________________
                                   Jeffrey Raymond
                                   
                                   
                                   
                                   _______________________________
                                   Richard Kellogg
                                   
                                   
                                   
                                   _______________________________
                                   Kurt Mesedahl
                                   
                                   
                                   
                                   _______________________________
                                   Robert Stevens
                                   
                                   
                                   
                                   _______________________________
                                   Les Phillips
                                   
                                   
                                   
                                   _______________________________
                                   Michael Togneri
                                   
                                   
                                   
                                   _______________________________
                                   Thomas F. Barbee
                                   
                                   
                                   
                                   _______________________________
                                   Jeffrey C. Curran
                                   
                                   
<PAGE>
<PAGE>                                   
                                   _______________________________
                                   Michael S. Levine
                                   
                                   
                                   
                                   _______________________________
                                   Rob Larose 


<PAGE>
<PAGE>
                               SCHEDULE 1

            FORMER SHAREHOLDERS OF SRK (OTHER THAN AQUARION)


                                               No. of Shares
                                               -------------
Stephen R. Kellogg                                   456,714
Kenneth Shackford                                     20,461
Jeffrey C. Curran                                      8,956
Daniel Ott                                             8,956
Carol Kellogg                                          8,956
Thomas Czop                                            8,956
Ralph Klass                                            4,478
Brian Armet                                            2,686
Kathleen Rasbach                                       1,791
Marsha Culik                                           1,344
Dana Aaronson                                          9,844
Kenneth Wildman                                          895
Michael V. Bonomo                                      9,896
Keith E. Warner                                       34,926
Robert Drake                                           1,000
Wayne Thomas                                           2,000
William Mumaw                                          1,500
John Bath                                              1,610
Donald P. Johnson, Jr.                               131,588
Ronald Lawson                                          2,675
Camp & Associates, Inc.                                2,675
Mark A. Hartwig                                       13,000
Robert Q. Bradley                                     27,286
Robert Meena                                           2,000
Peter J. Kaye, Sr.                                    30,880
William Warner                                           536
Larry Gaffga                                             161
Stephen Thrasher                                       4,000
Stephen Y. Arella                                     15,000
William W. Camp                                       15,000
Michael Togneri                                        5,000
Thomas F. Barbee                                      10,000
Norman A. Aldrich                                     30,000
Larry S. Imely                                        13,220
James H. Ryan                                          5,000
<PAGE>
<PAGE>
William Todino                                           500
Russ Reynolds                                            500
Jeffrey Raymond                                          500
Michael S. Levine                                     10,000
Richard Kellogg                                        2,000
Kurt Mesedahl                                          3,000
Robert Stevens                                         3,050
Les Phillips                                             500
Rob Larose                                             4,000
                                                   ---------
                         Total                       917,040 
                                                     =======
<PAGE>
<PAGE>
                                EXHIBIT A-1

                             FORM OF RELEASE
                              [for Sellers]

     ______________________________, having an address of _____________

-------------------------------- ("Releasor"), for and in consideration 

of the receipt of certain funds from, and the execution by 

Aquarion Company, a Delaware corporation, having an address

at 835 Main Street, Bridgeport, CT 06601-2353 (in such capacity,

"Releasee") of, a certain Escrow Agreement among Releasor, Releasee, the

Representatives (as defined therein) and Aquarion Company, as Escrow

Agent (in such capacity, the "Escrow Agent") dated as of even date

herewith (the "Escrow Agreement") (all terms not otherwise defined

herein having the meanings as defined in the Escrow Agreement), the

adequacy and sufficiency whereof is hereby acknowledged, has remised,

released, and forever discharged, and by these presents does for himself

and his heirs, executors, administrators, successors and assigns,

remise, release and forever discharge fully, completely, unconditionally

and irrevocably Releasee and its successors and assigns of and from all

of the following:


     Any and all claims, actions, suits, proceedings, causes of action,

     rights, interests, debts, dues, sums of money, accounts, reckoning,

     bonds, bills, specialties, covenants, contracts, controversies,

     agreements, promises, variances, trespasses, damages, judgments,

     extents, executions, demands and accounts of every kind, known or

     unknown, matured or contingent, present, future or otherwise in law

     or equity, which against Releasee or their successors and assigns,

     Releasor, ever had, now has or which he or his successors, assigns,

     heirs, executors or administrators, hereafter can, shall or may

     have for, upon or by reason of any matter, cause or thing

     whatsoever from the beginning of the world to the day of the date

     of these presents, occurring or arising as a result of, or by and

     pursuant to a certain Amended and Restated Stock Purchase Agreement

     among Aquarion and certain Sellers dated as of December 7, 1990, as

     amended on September 12, 1991 (the "Stock Purchase Agreement"), and

     any transactions, directly or indirectly, related thereto or any

     other documents in connection therewith.


     Releasor hereby waives all claims, counterclaims, defenses and

rights of setoff it may have against Releasee or its successors and

assigns by reason of the Stock Purchase Agreement and any transactions,

directly or indirectly, related thereto or any other documents in

connection therewith.


     In the event that Releasor or any heir, executor, administrator,

successor or assign of Releasor undertakes at any time through any legal

process to challenge the validity or enforceability of all or any part

of the Escrow Agreement or this Release of Claims, then Releasor shall

be liable to Releasee and its successors and assigns, and shall 

indemnify and hold Releasee and its successors and assigns, harmless 

against any and all loss, damage, liability, cost or expense, including 

without limitation, actual attorneys' fees, incurred by Releasee and its 

<PAGE>
<PAGE>
successors and assigns in defending the Escrow Agreement, 

or any agreement relating to any of the foregoing, or arising by reason 

of the challenge of the Escrow Agreement or this Release of Claims, 

whether or not said challenge results in litigation or whether or not said 

challenge is successful.


     The Release of Claims shall be binding on Releasor and his heirs,

executors, administrators, successors and assigns, and shall inure to

the benefit of Releasee and its successors and assigns.


     IN WITNESS WHEREOF, Releasor has set his hand this _____ day of

__________, 1995.


Witnesses:


____________________________



____________________________       _______________________________




STATE OF ___________          )
                         )  ss.:
COUNTY OF __________          )

     The foregoing instrument was acknowledged before me this _____ day
of __________, 1995 by ____________________.



                              _______________________________
                              
                              Commissioner of Superior Court
                              Notary Public
                              My Commission Expires: 

<PAGE>
<PAGE>
                               EXHIBIT A-2

                     FORM OF REPRESENTATIVES RELEASE

       [to be executed separately by each of Kellogg and Aldrich]


     ______________________________, having an address of _____________

_____________("Representative"), for and in consideration of the receipt 

of certain funds from, and the execution by Aquarion Company, a Delaware

corporation, having an address at 835 Main Street, Bridgeport, CT 06601-

2353 (in such capacity, "Releasee") of, a certain Escrow Agreement among

Releasor, Releasee, the Representatives (as defined therein) and

Aquarion Company, as Escrow Agent (in such capacity, the "Escrow Agent")

dated as of even date herewith (the "Escrow Agreement") (all terms not

otherwise defined herein having the meanings as defined in the Escrow

Agreement), the adequacy and sufficiency whereof is hereby acknowledged,

has remised, released, and forever discharged, and by these presents (a)

for himself and his heirs, executors, administrators, successors and

assigns, and (b) as Representatives under the Shareholders 

Representative Agreement dated as of December 7, 1990 (the

 Representative Agreement ) by and among the Shareholders (as defined

therein) and Stephen R. Kellogg and Norman A. Aldrich as

Representatives, for and on behalf of each of the Shareholders (said

Representatives and all of the Shareholders being herein collectively

referred to as the "Releasors") and their respective heirs, executors,

administrators, successors and assigns, in each case Releasors do

remise, release and forever discharge fully, completely, unconditionally

and irrevocably Releasee and its successors and assigns of and from all

of the following:



     Any and all claims, actions, suits, proceedings, causes of action,

     rights, interests, debts, dues, sums of money, accounts, reckoning,

     bonds, bills, specialties, covenants, contracts, controversies,

     agreements, promises, variances, trespasses, damages, judgments,

     extents, executions, demands and accounts of every kind, known or

     unknown, matured or contingent, present, future or otherwise in law

     or equity, which against Releasee or their successors and assigns,

     Releasors, ever had, now has or which any of them or any of their

     respective successors, assigns, heirs, executors or administrators,

     hereafter can, shall or may have for, upon or by reason of any

     matter, cause or thing whatsoever from the beginning of the world

     to the day of the date of these presents, occurring or arising as a

     result of, or by and pursuant to a certain Amended and Restated

     Stock Purchase Agreement among Aquarion and certain Sellers dated

     as of December 7, 1990, as amended on September 12, 1991 (the

     "Stock Purchase Agreement"), and any transactions, directly or

     indirectly, related thereto or any other documents in connection

     therewith.



     Releasors hereby waive all claims, counterclaims, defenses and

rights of setoff any of them may have against Releasee or its successors

and assigns by reason of the Stock Purchase 
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Agreement and any transactions, directly or indirectly, related thereto 

or any other documents in connection therewith.



     In the event that any of the Releasors or any heir, executor,

administrator, successor or assign of any of the Releasors undertakes at

any time through any legal process to challenge the validity or

enforceability of all or any part of the Escrow Agreement or this

Release of Claims, then Representative shall be liable to Releasee and

its successors and assigns, and shall indemnify and hold Releasee and

its successors and assigns, harmless against any and all loss, damage,

liability, cost or expense, including without limitation, actual 

attorneys' fees, incurred by Releasee and its successors and assigns in

defending the Escrow Agreement, or any agreement relating to any of the

foregoing, or arising by reason of the challenge of the Escrow Agreement

or this Release of Claims, whether or not said challenge results in

litigation or whether or not said challenge is successful. 
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     The Release of Claims shall be binding on each of the Releasors and

each of their respective heirs, executors, administrators, successors

and assigns, and shall inure to the benefit of Releasee and its

successors and assigns.


     IN WITNESS WHEREOF, Representative has set his hand this _____ day

of __________, 1995.


Witnesses:


____________________________



____________________________       _______________________________




STATE OF ___________          )
                         )  ss.:
COUNTY OF __________          )

     The foregoing instrument was acknowledged before me this _____ day
of __________, 1995 by ____________________.



                              _______________________________
                              
                              Commissioner of Superior Court
                              Notary Public
                              My Commission Expires: 
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