Exhibit
4.10





MIDDLESEX
WATER COMPANY





BY-LAWS





As in
Effect October 17, 1991


As
Amended December 20, 2005


As
Amended September 24, 2007


As
Amended July 27, 2010








ARTICLE
I





ANNUAL
MEETING





SECTION 1.  The annual
meeting of the stockholders for the election of directors or any meeting of
stockholders shall be held at such place and at such time as may be fixed by the
Board of Directors.





SECTION 2.  Except as
otherwise provided in the Restated Certificate of Incorporation of the Company a
majority of the total number of issued and outstanding shares of each class of
stock, considered separately, entitled to vote thereat, represented in person or
by proxy, shall constitute a quorum for the transaction of business at any
stockholders' meeting of the Company.  The Secretary or officer
performing the Secretary's duties shall give notice of every stockholders'
meeting to each stockholder of record on the books of the Company, entitled to
vote at such meeting, by mailing such notice in writing to his last known post
office address at least ten days before the date of such
meeting.  Special meetings of the holders of shares of Common Stock,
the holders of shares of Preferred Stock, or the holders of shares of Common
Stock and the holders of shares of Preferred Stock may be called by the
President or by the Board of Directors.





ARTICLE
II





DIRECTORS





SECTION 1.  Except as
otherwise provided in the Restated Certificate of Incorporation of the Company,
the Board of Directors shall consist of not less than five nor more than twelve
directors, the exact number of directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors.  The directors of the Company shall be elected by the
holders of shares of Common Stock at the annual meeting of the Company as
hereinafter provided in these By-Laws.  Each holder of shares of
Common Stock present in person or by proxy shall be entitled to one vote for
each share thereof standing in his name on the books of the
Company.





No person (other than a person
nominated by or on behalf of the Board of Directors) shall be eligible for
election as a director at any annual or special meeting of stockholders unless a
written request that his or her name be placed in nomination is received from a
stockholder of record by the Secretary of the Company not less than 21 days
prior to the date fixed for the meeting, together with the written consent of
such person to serve as a director.





Directors
shall be at least 21 years of age and, except as hereinafter provided, not more
than 70 years of age.  A Director who reaches age 70 during his/her
elected term shall be entitled to serve the balance of such
term.  Notwithstanding the foregoing, the Board of Directors, upon
recommendation of the Nominating Committee or such other appropriate Committee,
may re-nominate such Director for election as a Director for an additional term
or terms beyond the term during which such Director reached his/her 70th
birthday.  The Board of Directors shall have the right to designate an
incumbent director who reaches the age of 70 years as "director emeritus" and a
director so designated shall be permitted to attend meetings and receive
compensation as fixed by the Board of Directors but shall not be permitted to
vote as a director or be counted as a director for purposes of meeting the
requirements of these By-Laws regarding the number of directors comprising the
Company's Board of Directors.  The maximum age limitation of this
paragraph shall not apply to any person who is a director of the Company as of
May 23, 1984.





SECTION 2.  The directors
shall be divided into three classes, designated Class I, Class II and Class
III.  Each class shall consist, as nearly as possible, of one-third of
the total number of directors constituting the entire Board of
Directors.  At each annual meeting of stockholders successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term.  If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, but in no
case shall a decrease in the number of directors shorten the term of any
incumbent director.  A director shall hold office until the annual
meeting for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.





The term of a director elected by
stockholders to fill a newly created directorship or other vacancy shall expire
at the same time as the terms of the other directors of the class for which the
new directorship is created or in which the vacancy occurred.  Any
vacancy on the Board of Directors that results from an increase in the number of
directors and any other vacancy occurring in the Board of Directors may be
filled by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director.  Any director so elected by
the Board of Directors shall, without regard to the class in which such vacancy
occurred, hold office until the next succeeding annual meeting of stockholders
and until his successor shall be elected and shall qualify.








Page 2 of
10


Notwithstanding
the foregoing, whenever the holders of any one or more classes or series of
preferred stock or preference stock issued by the Company shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the applicable terms
of the Restated Certificate of Incorporation of the Company, as amended, and
such directors so elected shall not be divided into classes unless expressly
provided by such terms.





SECTION 3.  Regular meetings
of the Board of Directors shall be held once a month at such time and place as
the Board shall designate.





Special meetings of the Board may be
called by the President or by any three of the directors.  Reasonable
notice by mail or otherwise shall be given to each member of the Board of every
special meeting thereof.





A majority of the members of the Board
shall constitute a quorum for the transaction of business.





SECTION 4.  The Board of
Directors shall keep a record of their meetings and proceedings in a book to be
provided for that purpose.  They shall make reasonable rules and
regulations consistent with these By-Laws for the guidance of the officers and
management of the affairs of the Company.  They may appoint a Transfer
Agent, Registrar, and such other agents as the business of the Company may
require.  They may fix the compensation of all officers and
employees.  They may declare dividends from the surplus or net profits
arising from the business of the Company whenever they deem it
expedient.  They may authorize the appropriate officers to borrow
money from time to time and pledge the securities and property of the Company to
secure the payment thereof.





SECTION 5.  The affirmative
or negative vote of a majority of all members of the Board of Directors present
at a meeting shall decide all matters brought before the Board for decision,
except as otherwise provided in these By-Laws.





Where appropriate communication
facilities are reasonably available, any or all directors shall have the right
to be present for such purposes and to participate in all or any part of a
meeting of the Board of Directors or a committee of the Board by means of
conference telephone or any other means of communication by which all persons
participating in the meeting are able to hear each other.





Any action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board of Directors or
any committee thereof, may be taken without a meeting if, prior or subsequent to
the action, all members of the Board of Directors or of such committee, as the
case may be, consent thereto in writing and the written consents are filed with
the minutes of the proceedings of the Board of Directors or
committee.








Page 3 of
10


SECTION
6.  The Board shall be constituted where appropriate with a majority
of individuals who qualify as independent directors, as determined by the Board
in accordance with securities law and guidelines.  In the case where
the Chairman of the Board and the President/Chief Executive Officer of the
Company are the same person, the Board may, consistent with applicable law and
regulation, designate one of its independent directors as Lead Director to be
elected annually by a majority vote of the independent directors to serve for a
term of one year, or until such time as his/her successor shall be
elected.  The Lead Director shall have such specific duties and
responsibilities as the Board may determine from time to time, including, but
not limited to, the following:





·
            In
      consultation with the independent
directors:


o
            Advise
      the Chairman as to an appropriate schedule of Board
    meetings;


o
            Review
      and provide the Chairman with input regarding the agendas for the Board
      meetings;


·
            Preside
      at all meetings at which the Chairman is not present including executive
      sessions of the independent directors and apprise the Chairman of the
      issues considered;


·
            Be
      available for consultation and direct communication with the Company’s
      shareholders and other members of the
Board;


·
            Call
      meetings of the independent directors when necessary and appropriate;
      and


·
            Perform
      such other duties as the Board may from time to time
    delegate.











ARTICLE
III





COMMITTEES





SECTION 1.  The Board of
Directors may appoint regular or special committees from the Board from time to
time as may be required for the proper conduct and management of the business of
the Company.  In determining whether to appoint a regular or special
committee and the membership of such committee, the Board shall consult with the
President.





ARTICLE
IV





OFFICERS





SECTION 1.  The officers of
the Company shall be a President, Senior Vice President, one or more Vice
Presidents, Secretary, one or more Assistant Secretaries, Treasurer, and one or
more Assistant Treasurers.  The Board of Directors may appoint a
Chairman of the Board of Directors from among its members.  The same
person may hold more than one office except that no person shall at the same
time hold both offices of President and Secretary.  The Board of
Directors may appoint such other officers from time to time as it may decide to
be necessary or desirable to transact the business of the Company and may fix
the term of all officers so appointed.


Page 4 of
10








SECTION 2.  The officers of
the Company, other than appointive officers, shall be elected annually by the
Board of Directors, and they shall hold office for the term of one year and
until such time as their successors are elected and qualify.





ARTICLE
V





DUTIES OF
OFFICERS





SECTION 1.  In the event that
the Board of Directors shall appoint a Chairman of the Board of Directors as
herein provided, he shall preside at all meetings of the Board of Directors and
shall have and exercise such powers and perform such duties as may be assigned
and conferred upon him by the Board of Directors.





SECTION 2.  The President, in
the absence of a Chairman of the Board of Directors, shall preside at the
meetings of the Board of Directors and generally shall direct, supervise, and
conduct the business of the Company subject to the control of the Board of
Directors and shall perform all the duties incident to the Office of
President.


Page 5 of
10





SECTION 3.  The Senior Vice
President and the Vice Presidents shall perform executive and administrative
duties under the direction of the President or pursuant to instructions of the
Board.  The Senior Vice President shall perform all the duties of the
President in his absence or disability.  Any one of the Vice
Presidents shall perform all the duties of the President in the absence or
disability of both the President and the Senior Vice President.





SECTION 4.  The Secretary
shall keep minutes of all meetings of the stockholders and directors of the
Company, shall give notice of the time and place of all such meetings, shall be
the custodian of the seal of the Company and of all the papers and records
relating to the general business of the Company, and under the direction of the
President or pursuant to instructions of the Board of Directors shall perform
all the duties incident to the Office of Secretary.





The Assistant Secretary or Secretaries
shall assist the Secretary in the performance of his duties, and shall exercise
and perform his powers and duties in his absence or disability, and shall also
exercise such powers and duties as may be conferred or required by the Board of
Directors or by the President.





SECTION 5.  The Treasurer
shall be the custodian of all moneys and securities belonging to the
Company.  He shall keep a record of accounts of the Company and shall
submit a quarterly report to the Board of Directors showing the financial
condition of the Company, and perform all the duties incident to the Office of
Treasurer.





The Assistant Treasurer or Treasurers
shall assist the Treasurer in the performance of his duties, and shall exercise
and perform his powers and duties in his absence or disability, and shall also
exercise such powers and duties as may be conferred or required by the Board of
Directors or by the President.





ARTICLE
VI





INDEMNIFICATION





SECTION 1.  Any present or
future director or officer of the Company and any present or future director or
officer of any other corporation serving as such at the request of the Company
because of the Company's interest in such other corporation, or the legal
representative of any such director or officer, shall be indemnified by the
Company against reasonable costs, expenses, (exclusive of any amount paid or
incurred in connection with any action, suit, or proceeding to which any such
director or officer or his legal representative may be a party by reason of his
being or having been such director or officer; provided (1) said action, suit,
or proceeding shall be prosecuted against such director or officer or against
his legal representative to final determination, and it shall not be finally
adjudged in said action, suit, or proceeding that he had been derelict in the
performance of his duties as such director or officer; or (2) said action, suit,
or proceeding shall be settled or otherwise terminated as against such director
or officer or his legal representative without a final determination on the
merits, and it shall be determined by the Board of Directors (or, at the option
of the Board of Directors, by a disinterested person or persons selected by the
Board of Directors to determine the matter) that said director or officer had
not in any substantial way been derelict in the performance of his duties as
charged in such action, suit, or proceeding.  The right of
indemnification provided by this By-Law shall be in addition to and not in
restriction or limitation of any other privilege or power which the Company may
have with respect to the indemnification or reimbursement of directors,
officers, or employees.


Page 6 of
10








ARTICLE
VII





CAPITAL
STOCK





SECTION 1.  Certificates of
stock of the Company shall be numbered consecutively in the order of
issue.  They shall be signed by the President or a Vice President and
the Treasurer or Assistant Treasurer.





SECTION 2.  Such certificates
may, in addition to the foregoing, be signed by a transfer agent or an assistant
Transfer Agent or by a transfer clerk on behalf of the Company, who shall have
been duly appointed for the purpose by the Board of Directors.  When
such certificates are signed by a transfer agent or an assistant transfer agent
or by a transfer clerk on behalf of the Company, the signature of the President,
Vice President, Treasurer, or Assistant Treasurer upon any such certificate may
be affixed by engraving, lithograving, or printing thereon a facsimile of such
signature, in lieu of manual signature, and such facsimile signature so
engraved, lithographed, or printed thereon shall have the same force and effect
as if such officer had manually signed the same.





SECTION 3.  In case any
officer who has signed, or whose facsimile signature has been affixed to, any
such certificate shall cease to be such officer before such certificate shall
have been delivered by the Company, such certificate may nevertheless be issued
and delivered as though the person who signed such certificate, or whose
facsimile signature has been affixed thereto, had not ceased to be such officer
of the Company.





SECTION 4.  Transfers of
stock may be made at any time by the holders thereof in person, or by their
representatives, or by power of attorney duly executed, except when the transfer
books shall be closed; but no transfer shall be valid until entered in the
proper form on the books of the Company.





SECTION 5.  Notwithstanding
anything herein to the contrary, the Company, or its Transfer Agent at the
direction or authorization of the Company, may allow for the issuance of Company
securities that are not represented by physical certificates.





Page 7 of
10


ARTICLE
VIII





RECORD
KEEPING





SECTION 1.  The books,
papers, and records relating to the general business of the Company shall be in
the custody of the Secretary and shall be open to inspection by the directors
and stockholders at all reasonable times.





SECTION 2.  The books,
papers, and records relating to the financial affairs of the Company shall be in
the custody of the Treasurer and shall be open to inspection by the directors
and stockholders at all reasonable times.





SECTION 3.  The books,
papers, and records relating to the operation of the Company shall be in the
custody of the President or his designate and shall be open to inspection by the
directors and stockholders at all reasonable times.





ARTICLE
IX





FISCAL
YEAR





SECTION 1.  The fiscal year
of the Company shall begin on the first day of January of each
year.





ARTICLE
X





SEAL





SECTION 1.  The seal of the
Company shall be circular in form, and shall have inscribed thereon the
following words and figures "MIDDLESEX WATER COMPANY 1897".





ARTICLE
XI





CHECKS, NOTES, AND
CONTRACTS





SECTION 1.  All checks for
the payment of funds of the Company and all notes and drafts shall be signed by
such officer or officers of the Company or such other person as the directors
may from time to time by resolution designate.





SECTION 2.  Contracts and
other obligations of the Company, excepting those mentioned in Section 1 of this
Article, shall be signed by the President or a Vice President and attested to by
the Secretary or Assistant Secretary, or Treasurer or Assistant Treasurer, and
the corporate seal shall be thereto affixed.








Page 8 of
10


SECTION
3.  No contract between this Company and any other company shall be
affected or invalidated by the fact that a director or officer of this Company
has a financial interest in or is a director, officer, partner, or proprietor of
such other company.  No such contract shall be entered into unless
authorized by a majority of the directors present at a meeting and not affected
personally by the contract as being in the best interest of the
Company.  Bids shall be solicited, whenever practicable, before any
such contract involving construction services shall be entered into by the
Company.





ARTICLE
XII





PREEMPTIVE RIGHTS OF
STOCKHOLDERS





SECTION 1.  No stockholder of
any class of stock of the Company shall have any preemptive or other right, as
stockholder, to subscribe for, purchase, or receive any proportionate or other
share of the capital stock of the Company, or any obligation of security
convertible into such capital stock, or any rights or options of the Company to
purchase or receive such capital stock or obligations or securities which the
Company may issue or sell, whether out of the number of shares authorized by the
Company's Restated Certificate of Incorporation as amended from time to time, or
out of the shares of the Company acquired by the Company itself after the
issuance thereof.





All such capital stock, obligations or
securities, rights, or options may (to the extent otherwise permitted by law) be
issued and disposed of by the Board of Directors as and when it may determine,
free of any such right, whether to stockholders or to such other persons, firms,
corporations, or associations and for such lawful consideration, and upon such
terms and conditions as the said Board in its absolute discretion may deem
advisable.





ARTICLE
XIII





RECORD
DATE





SECTION 1.  The Board of
Directors may fix, in advance, a date not exceeding fifty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend,
or any such allotment or rights, or to exercise the rights in respect to any
such change, conversion, or exchange of capital stock, and in such case only
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend, or
allotment of rights or exercise of such rights, as the case may be, and
notwithstanding any transfer of any stock on the books of the Company after any
such record date fixed as aforesaid.




Page 9 of
10


ARTICLE
XIV





AMENDMENTS





SECTION 1.  These By-Laws may
be altered or amended or supplemented or repealed by the Board of Directors at
any regular or special meeting by a vote of two-thirds of the members present
and constituting a quorum, provided, that written notice containing a copy of
the proposed alteration, amendment, supplement, or repeal be given to each
director at least five days prior to the meeting at which the proposal is to be
acted upon.





SECTION 2.  The holders of
shares of Common Stock, by the concurrent vote of two-thirds of all such shares
issued and outstanding, may alter, amend, supplement or repeal these
By-Laws.

















Page
10 of 10