EXHIBIT 10.3


                           CONSUMERS WATER COMPANY

                1992 DEFERRED COMPENSATION PLAN FOR DIRECTORS
                                   PLAN A

                          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 1992 Deferred Compensation Plan for 
Directors, Plan A, as amended from time to time hereafter.

      1.09 "Retirement" shall with respect to the Board, mean termination of 
service as a director of the Company as the term "director" is defined and 
interpreted from time to time under Section 16 of the Securities Exchange 
Act of 1934, as amended, or any successor provision. To "retire" shall mean 
the act of retirement.

                                 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). The payment of such fees 
shall be deferred to the date specified in such election, except in the case 
of a Director's death, retirement, or termination of employment with 
Consumers, in which case such Fees shall be paid following such death or 
retirement, and if the Director is also an employee of the Company, 
following his or her termination of employment by Consumers, as provided in 
Article IV hereof. A Director may only elect to defer Fees under this Plan 
if the date of distribution selected by the Director is at least six months 
after the date of the last credit to his or her Deferred Compensation 
Account pursuant to such election. 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. 
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 and during succeeding calendar years. 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 
payable, together with interest accrued thereon pursuant to Article III 
hereof, to a participating Director only following his or her death or 
retirement, and, if an employee of Consumers, only following his or her 
termination of employment with Consumers.

                                 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 year interest shall be 
accrued upon any sum carried in each Deferred Compensation Account on the 
last day of each calendar month in such year at a rate equal to 1/12 of the 
rate of return on Consumers' common equity for such year, such rate of 
return to be a fraction, the numerator of which shall be Consumers' Earnings 
Available for Common Shares (positive earnings only), as reflected in its 
audited financial statements, and the denominator of which shall be the 
thirteen-month average Common Shareholders' Investment of Consumers, 
utilizing the end of month balance at December 31 of the previous calendar 
year. In the event that, in any calendar year, a lump sum payment is to be 
made, or if a Director ceases to be a Director prior to the end of any 
calendar year, then, in either such event, interest shall be accrued upon 
sums carried in his or her Deferred Compensation Account for each month of 
the stub period (rounded to the nearest month) using 1/12 of the Bond Rate 
for the last trading day of each month of such stub period. If a single lump 
sum payment is to be made on a date before the return on equity for the 
preceding calendar year can be determined from year end audited financial 
statements, then the interest applicable to such year shall be calculated 
monthly in the same manner provided above for stub periods.

                                 ARTICLE IV
                        Distribution of Deferred Fees

      4.01 Payment upon Fixed Date. Unless a Director shall have previously 
died, retired from the Board, and if an employee of Consumers, terminated 
his or her employment with Consumers, Consumers shall pay to him or her the 
amounts credited to his or her Deferred Compensation Account (other than 
amount transferred to the Plan pursuant to Section 2.04 hereof) on the date 
or dates specified in the elections provided to the Committee pursuant to 
Section 2.01 hereof, together with interest accrued thereon.

      4.02 Retirement. If a Director retires from the Board, for any reason 
other than death, and such Director, if an employee of the Company, has also 
terminated his or her employment with Consumers, then on the date which is 
six months and one day after the date of such retirement and six months and 
one day after the date of such termination of employment (if the director 
was an employee of the Company), whichever is later (the "Distribution 
Date"), the entire amount credited to such Director's Deferred Compensation 
Account, together with interest accrued thereon, shall be transferred to the 
1992 Consumers Water Company Deferred Compensation Plan for Directors ("Plan 
B") to be held thereunder for the benefit of such Director. If such transfer 
cannot be made because Plan B is not then in existence or because such 
transfer would otherwise not be permitted hereunder, then the entire amount 
credited to such Director's Deferred Compensation Account, together with 
interest thereon, shall be paid to such Director in a single lump sum 
payment on the Distribution Date. No transfer of any amount in a Director's 
Deferred Compensation Account will be permitted during any time when such 
Director is subject to the reporting requirements of Section 16(a) of the 
Securities Exchange Act of 1934, as amended (the "Act") or any successor 
provision thereto.

      4.03 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, together with 
interest accrued thereon in a single lump sum payment to his or her 
beneficiary, or to his or her estate, as the case may be.

      4.04 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.

      6.05 Amendments to Comply with Section 16. This Plan is not intended 
to create an "equity security" or a "derivative security" within the meaning 
of Section 16 of the Act and the regulations promulgated pursuant thereto. 
In particular, and among other things, this Plan is intended to comply with 
the exemption from the definition of "derivative security" provided by Rule 
16a-1(c)(3)(ii) promulgated pursuant to the Act, or any successor provision 
thereto, to the extent that this Plan would otherwise create a "derivative 
security" within the meaning of Section 16 of the Act. This Plan shall at 
all times be interpreted so that no "derivative security" or "equity 
security" shall be deemed to be created hereunder. If any provision 
hereunder shall be deemed to result in the creation of such a "derivative 
security" or "equity security" or the loss of the aforementioned exemption 
from the definition of the term "derivative security" and the loss of all 
other available exemptions, then such provision shall be, and hereby is, 
amended to the extent necessary to constitute this Plan one in which no 
"derivative security" or "equity security" exists.