EXHIBIT 10.4


                           CONSUMERS WATER COMPANY

                1992 DEFERRED COMPENSATION PLAN FOR DIRECTORS
                                   PLAN B

                          Effective January 1, 1992

      This Deferred Compensation Plan is intended to permit certain members 
of the Board of Directors of Consumers Water Company to defer the payment of 
all or a specified portion of the director fees payable to him or her.

                                  ARTICLE I
                                 Definitions

      The following terms, when used herein, shall have the meanings as 
hereinafter set forth, unless the context indicates otherwise:

      1.01 "Board" shall mean the Board of Directors of Consumers.

      1.02 "Bond Rate" shall mean the "ten year plus high quality corporate 
bond rate" published from time to time by Merrill Lynch Pierce Fenner & 
Smith, Inc., plus two percent, or in the event that such rate shall not then 
be published, a comparable index rate selected by the Committee.

      1.03 "Committee" shall mean the committee appointed in accordance with 
Article V.

      1.04 "Consumers" shall mean Consumers Water Company or any 
organization with or into which it may be merged or consolidated, unless the 
context requires otherwise.

      1.05 "Deferred Compensation Account" shall have the meaning provided 
in Article III hereof.

      1.06 "Director" shall mean a member of the Board of Directors of 
Consumers.

      1.07 "Fees" shall mean the fees payable to a Director for services as 
a Director, including services as a member of any committee of Directors.

      1.08 "Plan" shall mean this Consumers Water Company 1992 Deferred 
Compensation Plan for Directors, Plan B, as amended from time to time 
hereafter.

                                 ARTICLE II
                              Election to Defer

      2.01 Initial Election. A Director may elect, on or before December 31 
of any year, to defer payment of all or a specified portion of all Fees 
payable to him or her for services performed during the following calendar 
year (less those Fees to be deferred under any other deferred compensation 
plan for directors of Consumers then in effect). Any person who is appointed 
by the Board or elected by the shareholders of Consumers to fill a vacancy 
on the Board and who was not a Director on the preceding December 31, may 
elect, before his or her term begins, to defer all or a specified part of 
his or her Fees for the balance of the calendar year following such 
appointment or election and for succeeding calendar years. Each Director on 
the date this Plan is adopted may elect, at any time during the ten (10) day 
period following such date, to defer payment of all or a specified portion 
of the Fees payable to him or her for services performed after the date of 
such election, during the calendar year in which the Plan is adopted. An 
election shall be made by delivering a written election to the Committee on 
such form as may be approved by it. An election shall remain in effect until 
modified or terminated as provided in Sections 2.02 and 2.03 of this Plan.

      2.02 Modification of Election. A Director may modify a previous 
election, on or before December 31 of any year, to increase or decrease the 
portion of his or her Fees to be deferred during the following calendar 
year. An election may be modified by written notice delivered to the 
Committee on such form as may be approved by or acceptable to it.

      2.03 Termination of Election. A Director may terminate an election to 
defer Fees by written notice delivered to the Committee on such form as may 
be approved by or acceptable to it. Termination of an election shall be 
effective as of the end of the calendar year in which such notice is 
delivered. Fees deferred by such Director prior to the effective date of 
such termination shall be distributed when and as provided in Article IV.

      2.04 Amounts Transferred. Any balance transferred into the Plan by a 
participating Director upon the termination of any other deferred 
compensation plan of Consumers, as and when allowed by Consumers, shall be 
treated for all purposes as having been deferred hereunder as of the date 
such balances are credited to a participating Director's Deferred 
Compensation Account under the Plan.

                                 ARTICLE III
                        Deferred Compensation Account

      Consumers shall credit such sums as may be deferred by a Director 
pursuant to Article II hereof to a book account (hereinafter referred to as 
"Deferred Compensation Account"). Subject to the provisions set forth below 
in this Article III, at the end of each calendar month any sum carried in 
each Deferred Compensation Account on the last day of each such calendar 
month shall be credited with interest calculated at a rate equal to 1/12 of 
the Bond Rate for the last trading day in such month. In the event that, in 
any month, a lump sum payment is made, or periodic payments are initiated, 
or if a Director ceases to be a Director prior to the end of any calendar 
month, then, in either such event, the number of months for which interest 
is to be calculated shall be rounded to the nearest whole number of months 
and interest therefor shall be calculated as provided above.

                                 ARTICLE IV
                        Distribution of Deferred Fees

      4.01 Retirement. If a Director ceases to serve, for any reason other 
than death, as a Director of Consumers, and has reached age 65, (or is no 
longer a director on the date when amounts are transferred to his Deferred 
Compensation Account hereunder)Consumers shall pay to him or her the amount 
credited to his or her Deferred Compensation Account pursuant to Section 
4.03.

      4.02 Request for Accelerated Payout. Upon the request of a Director or 
of a person who is no longer serving as a Director, the Committee may, in 
its sole discretion, approve payments of the amount credited to his or her 
Deferred Compensation Account in installments over a shorter period, or in a 
single lump sum. A Director receiving payments pursuant to a request under 
this Section 4.02 will no longer be eligible for deferral of future 
compensation pursuant to Article II above.

      4.03 Manner of Payment. Payments of the amount credited to a 
Director's Deferred Compensation Account shall be in equal monthly 
installments over a period of ten years. In the sole discretion of the 
Committee, upon the request of a Director, payment of the amount so credited 
may be in equal monthly installments over a shorter period or in a lump sum. 
Interest credited in accordance with Article III during the period 
installments are paid pursuant to this Section 4.03 shall be distributed 
currently. In the event a Director dies prior to receiving the entire 
balance credited to his or her Deferred Compensation Account, any remaining 
balance shall within 90 days following his or her death be paid in a single 
lump sum payment to his or her beneficiary, or to his estate, as the case 
may be.

      4.04 Death. If a Director ceases to serve as a Director on account of 
death, then Consumers shall pay within 90 days of such death the entire 
amount credited to his or her Deferred Compensation Account, in a single 
lump sum payment to his or her beneficiary, or to his or her estate, as the 
case may be.

      4.05 Designation of Beneficiary. Each Director may, from time to time, 
by completing and signing a form furnished by the Committee, designate any 
person or persons (who may be designated concurrently, contingently or 
successively), his or her estate or any trust or trusts created by him or 
her, to receive amounts which are payable under this Plan to his or her 
designated beneficiary or beneficiaries. Each beneficiary designation shall 
revoke all prior designations and will be effective only when filed with the 
Committee. If a Director fails to designate a beneficiary, or if a 
beneficiary dies before the date of such Director's death and no contingent 
beneficiary has been designated, then the amounts which are payable as 
aforesaid shall be paid to his or her estate.

                                  ARTICLE V
                                  Committee

      5.01 Appointment of Committee. The Board shall appoint a Committee of 
not less than two (2) Directors (each of whom has not, during, or during the 
one year prior to, such service on the Committee been granted or awarded 
equity securities (within the meaning of Section 16 of the Securities 
Exchange Act of 1934, as amended, or any successor provision) pursuant to 
any plan of Consumers or any of its affiliates) who shall have authority to 
control and manage the administration of the Plan. The Committee shall act 
by a majority of its members and such action shall be taken by a vote at a 
meeting or in a writing without a meeting.

      5.02 Resignation or Removal. Any member of the Committee may resign at 
any time by delivering to the Board a written notice of resignation which 
shall take effect at a date specified therein. Each member shall serve at 
the pleasure of the Board and may be removed by delivery of written notice 
of removal which shall take effect at the date specified therein. The Board, 
as soon as practicable following receipt of a written notice of resignation 
or delivery of a written notice of removal of any member of the Committee, 
shall consider the appointment of a successor.

      5.03 Delegation of Ministerial Duties. The Committee may, by a 
writing, signed by a majority of its members, delegate to any member or 
members of the Committee or to any employee or employees of Consumers, 
severally or jointly, the authority to perform any ministerial act in 
connection with the administration of the Plan.

                                 ARTICLE VI
                                Miscellaneous

      6.01 Unsecured Promise. This Plan shall not be construed to create or 
require Consumers to create a trust of any kind. The Plan is intended and 
accepted by each Director as an unfunded plan pursuant to which the rights 
of the Directors and their beneficiaries shall be no greater than the right 
of any unsecured general creditor of Consumers.

      6.02 Assignment. The right of any Director or any beneficiary to the 
payment of amounts deferred pursuant to this Plan shall not be subject to 
alienation, assignment, garnishment, attachment, execution or levy of any 
kind, and any attempt to cause such benefits to be so subjected shall not be 
recognized by Consumers.

      6.03 Amendment and Termination. Consumers reserves the right to amend 
and terminate this Plan.

      6.04 Governing Law. This Plan shall be governed and construed by the 
laws of the State of Maine.