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                                                                 EXHIBIT 10.12.2

                  SAVINGS PLAN OF THE CONNECTICUT WATER COMPANY

                              POST-EGTRRA AMENDMENT

                                    ARTICLE I
                                    PREAMBLE

1.1      Adoption and effective date of amendment. This amendment of the plan is
         adopted to reflect certain provisions of the Economic Growth and Tax
         Relief Reconciliation Act of 2001 ("EGTRRA"), the Job Creation and
         Worker Assistance Act of 2002, and other IRS guidance. This amendment
         is intended as good faith compliance with the requirements of EGTRRA
         and is to be construed in accordance with EGTRRA and guidance issued
         thereunder. Except as otherwise provided, this amendment shall be
         effective as of the first day of the first plan year beginning after
         December 31, 2001.

1.2      Superession of inconsistent provisions. This amendment shall supersede
         the provisions of the plan to the extent those provisions are
         inconsistent with the provisions of this amendment.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

         THE QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO
         OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
         PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

         UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING
DEFAULTS APPLY:

         1.       IF CATCH-UP CONTRIBUTIONS ARE PERMITTED, THEN THE CATCH-UP
                  CONTRIBUTIONS ARE TREATED LIKE ANY OTHER ELECTIVE DEFERRALS
                  FOR PURPOSES OF DETERMINING MATCHING CONTRIBUTIONS UNDER THE
                  PLAN.

         2.       FOR PLANS SUBJECT TO THE QUALIFIED JOINT AND SURVIVOR ANNUITY
                  RULES, ROLLOVERS ARE AUTOMATICALLY EXCLUDED IN DETERMINING
                  WHETHER THE $5,000 THRESHOLD HAS BEEN EXCEEDED FOR AUTOMATIC
                  CASH-OUTS (IF THE PLAN PROVIDES FOR AUTOMATIC CASH-OUTS). THIS
                  IS APPLIED TO ALL PARTICIPANTS REGARDLESS OF WHEN THE
                  DISTRIBUTABLE EVENT OCCURRED.

         3.       AMOUNTS THAT ARE "DEEMED 125 COMPENSATION" ARE NOT INCLUDED IN
                  THE DEFINITION OF COMPENSATION.

2.1      EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT
         PROVISIONS. If the plan is subject to the joint and survivor annuity
         rules and includes involuntary cash-out provisions, then unless one of
         the options below is elected, effective for distributions made after
         December 31. 2001, rollover contributions will be excluded in
         determining the value of a participant's nonforfeitable account balance
         for purposes of the plan's involuntary cash-out roles.

         a.  [X]  Rollover contributions will not be excluded.

         b.       Rollover contributions will be excluded only with respect to
                  distributions made after __________ (Enter a date no earlier
                  than December 31, 2001).

         c.       Rollover contributions will only be excluded with respect to
                  participants who separated from service after__________ (Enter
                  a date. The date may be earlier than December 31, 2001.)

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2.2      CATCH-UP CONTRIBUTIONS (FOR 401(K) PROFIT SHARING PLANS ONLY): The plan
         permits catch-up contributions effective for calendar years beginning
         after December 31, 2001, (Article V) unless otherwise elected below.

         a.       The plan does not permit catch-up contributions to be made

         b.  [X]  Catch-up contributions are permitted effective as of: 06/01/02
                  (enter a date no earlier than January 1, 2002).

         AND, catch-up contributions will be taken into account in applying any
         matching contribution under the Plan unless otherwise elected below.

         c.       Catch-up contributions will not be taken into account in
                  applying any matching contribution under the Plan.

2.3      DEEMED 125 COMPENSATION. Article VI of this amendment shall not apply
         unless otherwise elected below.

         [ ] Article VI of this amendment (Deemed 125 Compensation) shall apply
         effective as of Plan Years and Limitation Years beginning on or after
         ____________ (insert the later of January 1, 1998, or the first day of
         the first plan year the Plan used this definition).

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                              POST-EGTRRA AMENDMENT

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                                   ARTICLE III
                              INVOLUNTARY CASH-OUTS

3.1      Applicability and effective date. If the plan is subject to the
         qualified joint and survivor annuity roles and provides for involuntary
         cash-outs of amounts less than $5,000, then unless otherwise elected in
         Section 2.1 of this amendment, this Article shall apply for
         distributions made after December 31, 2001, and shall apply to all
         participants.

3.2      Rollovers disregarded in determining value of account balance for
         involuntary distributions. For purposes of the Sections of the plan
         that provide for the involuntary distribution of vested accrued
         benefits of $5,000 or less, the value of a participant's nonforfeitable
         account balance shall be determined without regard to that portion of
         the account balance that is attributable to rollover contributions (and
         earnings allocable thereto) within the meaning of Sections 402(c),
         403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(l6) of the Code. If
         the value of the participant's nonforfeitable account balance as so
         determined is $5,000 or less, then the plan shall immediately
         distribute the participant's entire nonforfeitable account balance.

                                   ARTICLE IV
                             HARDSHIP DISTRIBUTIONS

Reduction of Section 402(c) of the Code following hardship distribution. If the
plan provides for hardship distributions upon satisfaction of the safe harbor
(deemed) standards as set forth in Treas. Reg. Section l.401(k)-l(d)(2)(iv),
then effective as of the date the elective deferral suspension period is reduced
from 12 months to 6 months pursuant to E.GTRRA, there shall be no reduction in
the maximum amount of elective deferrals that a Participant may make pursuant to
Section 402(g) of the Code solely because of a hardship distribution made by
this plan or any other plan of the Employer.

                                    ARTICLE V
                             CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.2 of this
amendment, effective for calendar years beginning after December 31, 2001, all
employees who are eligible to make elective deferrals under this plan and who
have attained age 50 before the close of the calendar year shall be eligible to
make catch-up contributions in accordance with, and subject to the limitations
of, Section 4 14(v) of the Code. Such catch-up contributions shall not be taken
into account for purposes of the provisions of the plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The plan shall not
be treated as failing to satisfy the provisions of the plan implementing the
requirements of Sections 401(k)(3), 401(k)(11), 401 (k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such catch-up contributions.

If elected in Section 2.2, catch-up contributions shall not be treated as
elective deferrals for purposes of applying any Employer matching contributions
under the plan.

                                   ARTICLE VI
                             DEEMED 125 COMPENSATION

If elected, this Article shall apply as of the effective date specified in
Section 2.3 of this amendment. For purposes of any definition of compensation
under this Plan that includes a reference to amounts under Section 125 of the
Code, amounts under Section 125 of the Code include any amounts not available to
a Participant in cash in lieu of group health coverage because the Participant
is unable to certify that he or she has other health coverage. An amount will be
treated as an amount under Section 125 of the Code only if the Employer does not
request or collect information regarding the Participant's other health coverage
as part of the enrollment process for the health plan.

This amendment has been executed this 17th day of December 2003.

Name of Plan:Savings Plan of The Connecticut Water Company

Name of Employer. Connecticut Water

By: /s/ Maureen P. Westbrook
    ------------------------
    Employer

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                            401(a)(9) MODEL AMENDMENT

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                  SAVINGS PLAN OF THE CONNECTICUT WATER COMPANY

                   MINIMUM DISTRIBUTION REQUIREMENTS AMENDMENT

                                    ARTICLE I
                                  GENERAL RULES

1.1      Effective Date. Unless a later effective date is specified in Section
         6.1 of this Amendment, the provisions of this Amendment will apply for
         purposes of determining required minimum distributions for calendar
         years beginning with the 2002 calendar year.

1.2      Coordination with Minimum Distribution Requirements Previously in
         Effect. If the effective date of this Amendment is earlier than
         calendar years beginning with the 2003 calendar year, required minimum
         distributions for 2002 under this Amendment will be determined as
         follows. If the total amount of 2002 required minimum distributions
         under the Plan made to the distributee prior to the effective date of
         this Amendment equals or exceeds the required minimum distributions
         determined under this Amendment, then no additional distributions will
         be required to be made for 2002 on or after such date to the
         distributee. If the total amount of 2002 required minimum distributions
         under the Plan made to the distributee prior to the effective date of
         this Amendment is less than the amount determined under this Amendment,
         then required minimum distributions for 2002 on and after such date
         will be determined so that the total amount of required minimum
         distributions for 2002 made to the distributee will be the amount
         determined under this Amendment.

1.3      Precedence. The requirements of this Amendment will take precedence
         over any inconsistent provisions of the Plan.

1.4      Requirements of Treasury Regulations Incorporated. All distributions
         required under this Amendment will be determined and made in accordance
         with the Treasury regulations under Section 401(a)(9) of the Internal
         Revenue Code.

1.5      TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
         of this Amendment, distributions may be made under a designation made
         before January 1, 1984, in accordance with Section 242(b)(2) of the Tax
         Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
         Plan that relate to Section 242(b)(2) of TEFRA.

1.6      Adoption by prototype sponsor. Except as otherwise provided herein,
         pursuant to Section 5.01 of Revenue Procedure 2000-20, the sponsoring
         organization hereby adopts this amendment on behalf of all adopting
         employers.

                                   ARTICLE II
                         TIME AND MANNER OF DISTRIBUTION

2.1      Required Beginning Date. The Participant's entire interest will be
         distributed, or begin to be distributed, to the Participant no later
         than the Participant's required beginning date.

2.2      Death of Participant Before Distributions Begin. If the Participant
         dies before distributions begin, the Participant's entire interest will
         be distributed, or begin to be distributed, no later than as follows:

         (a) If the Participants surviving spouse is the Participant's sole
         designated beneficiary, then, except as provided in Article VI,
         distributions to the surviving spouse will begin by December 31 of the
         calendar year immediately following the calendar year in which the
         Participant died, or by December 31 of the calendar year in which the
         Participant would have attained age 70-1/2, if later.

         (b) If the Participant's surviving spouse is not the Participant's sole
         designated beneficiary, then, except as provided in Article VI,
         distributions to the designated beneficiary will begin by December 31
         of the calendar year immediately following the calendar year in which
         the Participant died.

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         (c) If there is no designated beneficiary as of September 30 of the
         year following the year of the Participant's death, the Participant's
         entire interest will be distributed by December 31 of the calendar year
         containing the fifth anniversary of the Participants death.

         (d) If the Participant's surviving spouse is the Participant's sole
         designated beneficiary and the surviving spouse dies after the
         Participant but before distributions to the surviving spouse begin,
         this Section 2.2, other than Section 2.2(a), will apply as if the
         surviving spouse were the Participant.

         For purposes of this Section 2.2 and Article IV, unless Section 2.2(d)
         applies, distributions are considered to begin on the Participants
         required beginning date. If Section 2.2(d) applies, distributions are
         considered to begin on the date distributions are required to begin to
         the surviving spouse under Section 2.2(a). If distributions under an
         annuity purchased from an insurance company irrevocably commence to the
         Participant before the Participants required beginning date (or to the
         Participant's surviving spouse before the date distributions are
         required to begin to the surviving spouse under Section 2.2(a)), the
         date distributions are considered to begin is the date distributions
         actually commence.

2.3      Forms of Distribution. Unless the Participant's interest is distributed
         in the form of an annuity purchased from an insurance company or in a
         single sum on or before the required beginning date, as of the first
         distribution calendar year distributions will be made in accordance
         with Articles III and IV of this Amendment. If the Participants
         interest is distributed in the form of an annuity purchased from an
         insurance company, distributions thereunder will be made in accordance
         with the requirements of Section 401(a)(9) of the Code and the Treasury
         regulations.

                                   ARTICLE III
             REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1      Amount of Required Minimum Distribution For Each Distribution Calendar
         Year. During the Participant's lifetime, the minimum amount that will
         be distributed for each distribution calendar year is the lesser of:

         (a) the quotient obtained by dividing the Participant's account balance
         by the distribution period in the Uniform Lifetime Table set forth in
         Section l.40l(a)(9)-9 of the Treasury regulations, using the
         Participant's age as of the Participant's birthday in the distribution
         calendar year; or

         (b) if the Participant's sole designated beneficiary for the
         distribution calendar year is the Participant's spouse, the quotient
         obtained by dividing the Participant's account balance by the number in
         the Joint and Last Survivor Table set forth in Section 1.401 (a)(9)-9
         of the Treasury regulations, using the Participant's and spouse's
         attained ages as of the Participant's and spouse's birthdays in the
         distribution calendar year.

3.2      Lifetime Required Minimum Distributions Continue Through Year of
         Participant's Death. Required minimum distributions will be determined
         under this Article 3 beginning with the first distribution calendar
         year and up to and including the distribution calendar year that
         includes the Participant's date of death.

                                   ARTICLE IV
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1      Death On or After Date Distributions Begin.

         (a) Participant Survived by Designated Beneficiary. If the Participant
         dies on or after the date distributions begin and there is a designated
         beneficiary, the minimum amount that will be distributed for each
         distribution calendar year after the year of the Participant's death is
         the quotient obtained by dividing the Participant's account balance by
         the longer of the remaining life expectancy of the Participant or the
         remaining life expectancy of the Participant's designated beneficiary,
         determined as follows:

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                  (1) The Participant's remaining life expectancy is calculated
                  using the age of the Participant in the year of death, reduced
                  by one for each subsequent year.

                  (2) If the Participant's surviving spouse is the Participant's
                  sole designated beneficiary, the remaining life expectancy of
                  the surviving spouse is calculated for each distribution
                  calendar year after the year of the Participant's death using
                  the surviving spouse's age as of the spouse's birthday in that
                  year. For distribution calendar years after the year of the
                  surviving spouse's death, the remaining life expectancy of the
                  surviving spouse is calculated using the age of the surviving
                  spouse as of the spouse's birthday in the calendar year of the
                  spouse's death, reduced by one for each subsequent calendar
                  year.

                  (3) If the Participant's surviving spouse is not the
                  Participant's sole designated beneficiary, the designated
                  beneficiary's remaining life expectancy is calculated using
                  the age of the beneficiary in the year following the year of
                  the Participant's death, reduced by one for each subsequent
                  year,

         (b) No Designated Beneficiary. If the Participant dies on or after the
         date distributions begin and there is no designated beneficiary as of
         September 30 of the year after the year of the Participant's death, the
         minimum amount that will be distributed for each distribution calendar
         year after the year of the Participant's death is the quotient obtained
         by dividing the Participant's account balance by the Participant's
         remaining life expectancy calculated using the age of the Participant
         in the year of death, reduced by one for each subsequent year.

4.2      Death Before Date Distributions Begin.

         (a) Participant Survived by Designated Beneficiary. Except as provided
         in Article VI, if the Participant dies before the date distributions
         begin and there is a designated beneficiary, the minimum amount that
         will be distributed for each distribution calendar year after the year
         of the Participant's death is the quotient obtained by dividing the
         Participant's account balance by the remaining life expectancy of the
         Participant's designated beneficiary, determined as provided in Section
         4.1.

         (b) No Designated Beneficiary. If the Participant dies before the date
         distributions begin and there is no designated beneficiary as of
         September 30 of the year following the year of the Participant's death,
         distribution of the Participant's entire interest will be completed by
         December 31 of the calendar year containing the fifth anniversary of
         the Participant's death.

         (c) Death of Surviving Spouse Before Distributions to Surviving Spouse
         Are Required to Begin. If the Participant dies before the date
         distributions begin, the Participant's surviving spouse is the
         Participant's sole designated beneficiary, and the surviving spouse
         dies before distributions are required to begin to the surviving spouse
         under Section 2.2(a), this Section 4.2 will apply as if the surviving
         spouse were the Participant.

                                    ARTICLE V
                                   DEFINITIONS

5.1      Designated beneficiary. The individual who is designated as the
         Beneficiary under the Plan and is the designated beneficiary under
         Section 401(a)(9) of the Internal Revenue Code mid Section
         1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2      Distribution calendar year. A calendar year for which a minimum
         distribution is required. For distributions beginning before the
         Participant's death, the first distribution calendar year is the
         calendar year immediately preceding the calendar year which contains
         the Participant's required beginning date. For distributions beginning
         after the Participant's death, the first distribution calendar year is
         the calendar year in which distributions are required to begin under
         Section 2.2. The required minimum distribution for the Participant's
         first distribution calendar year will be made on or before the
         Participant's required beginning date. The required minimum
         distribution for other distribution calendar years, including the
         required minimum distribution for the distribution calendar year in
         which the Participant's required beginning date occurs, will be made on
         or before December 31 of that distribution calendar year.
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5.3      Life expectancy. Life expectancy as computed by use of the Single Life
         Table in Section 1.401 (a)(9)-9 of the Treasury regulations.

5.4      Participant's account balance. The account balance as of the last
         valuation date in the calendar year immediately preceding the
         distribution calendar year (valuation calendar year) increased by the
         amount of any contributions made and allocated or forfeitures allocated
         to the account balance as of dates in the valuation calendar year after
         the valuation date and decreased by distributions made in the valuation
         calendar year after the valuation date. The account balance for the
         valuation calendar year Includes any amounts rolled over or transferred
         to the Plan either in the valuation calendar year or in the
         distribution calendar year if distributed or transferred in the
         valuation calendar year.

5.5      Required beginning date. The date specified in the Plan when
         distributions under Section 401(a)(9) of the Internal Revenue Code are
         required to begin.



                                   ARTICLE VI
                          ADOPTION AGREEMENT ELECTIONS

         THE QUESTIONS IN THIS ARTICLE VI ONLY NEED TO BE COMPLETED IN ORDER TO
         OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
         PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

         UNLESS THE EMPLOYER ELECTS OTHERWISE III THIS ARTICLE VI, THE FOLLOWING
         DEFAULTS APPLY:

         1) THE MINIMUM DISTRIBUTION REQUIREMENTS ARE EFFECTIVE FOR DISTRIBUTION
         CALENDAR YEARS BEGINNING WITH THE 2002 CALENDAR YEAR UNLESS A LATER
         DATE IS SPECIFIED IN SECTION 6.1 OF THIS AMENDMENT.

         2) PARTICIPANTS OR BENEFICIARIES MAY ELECT ON AN INDIVIDUAL BASIS
         WHETHER THE 5-YEAR RULE OR THE LIFE EXPECTANCY RULE IN THE PLAN APPLIES
         TO DISTRIBUTIONS AFTER THE DEATH OF A PARTICIPANT WHO HAS A DESIGNATED
         BENEFICIARY.

6.1      EFFECTIVE DATE OF PLAN AMENDMENT FOR SECTION 401(A)(9) FINAL AND
         TEMPORARY TREASURY REGULATIONS.

         [ ] This Amendment applies for purposes of determining required minimum
         distributions for distribution calendar years beginning with the 2003
         calendar year, as well as required minimum distributions for the 2002
         distribution calendar year that are made on or after ____________
         (leave blank if this Amendment does not apply to any minimum
         distributions for the 2002 distribution calendar year).

6.2      ELECTION TO NOT PERMIT PARTICIPANTS OR BENEFICIARIES TO ELECT 5-YEAR
         RULE.

         Unless elected below, Participants or beneficiaries may elect on an
         individual basis whether the S-year rule or the life expectancy rule in
         Sections 2.2 and 4.2 of this Amendment applies to distributions after
         the death of a Participant who has a designated beneficiary. The
         election must be made no later than the earlier of September 30 of the
         calendar year in which distribution would be required to begin under
         Section 2.2 of this Amendment, or by September 30 of the calendar year
         which contains the fifth anniversary of the Participant's (or, if
         applicable, surviving spouse's) death. If neither the Participant nor
         beneficiary makes an election under this paragraph, distributions will
         be made in accordance with Sections 2.2 and 4.2 of this Amendment and,
         if applicable, the elections in Section 6.3 of this Amendment below.

         ( ) The provision set forth above in this Section 6.2 shall not apply.
         Rather, Sections 2.2 and 4.2 of this Amendment shall apply except as
         elected in Section 6.3 of this Amendment below.

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6.3      ELECTION TO APPLY 5-YEAR RULE TO DISTRIBUTIONS TO DESIGNATED
         BENEFICIARIES.

         [ ] If the Participant dies before distributions begin and there is a
         designated beneficiary, distribution to the designated beneficiary is
         not required to begin by the date specified in the Plan, but the
         Participant's entire interest will be distributed to the designated
         beneficiary by December 31 of the calendar year containing the fifth
         anniversary of the Participant's death. If the Participant's surviving
         spouse is the Participant's sole designated beneficiary and the
         surviving spouse dies after the Participant but before distributions to
         either the Participant or the surviving spouse begin, this election
         will apply as if the surviving spouse were the Participant.

         If the above is elected, then this election will apply to:

         [ ] All distributions.

         [ ] The following distributions: _____________________________________

6.4      ELECTION TO ALLOW DESIGNATED BENEFICIARY RECEIVING DISTRIBUTIONS UNDER
         5-YEAR RULE TO ELECT LIFE EXPECTANCY DISTRIBUTIONS.

         [ ] A designated beneficiary who is receiving payments under the 5-year
         rule may make a new election to receive payments under the life
         expectancy rule until December 31, 2003, provided that all amounts that
         would have been required to be distributed under the life expectancy
         rule for all distribution calendar years before 2004 are distributed by
         the earlier of December 31, 2003 or the end of the 5-year period.

     Except with respect to any election made by the employer in Article VI,
     this amendment is hereby adopted by the prototype sponsoring organization
     on behalf of all adopting employers on

Sponsor Name: ____________________________________

By: ______________________________________

NOTE: THE EMPLOYER ONLY NEEDS TO EXECUTE THIS AMENDMENT IF AN ELECTION HAS BEEN
MADE IN ARTICLE VI OF THIS AMENDMENT.

This amendment has been executed this 17th day of December, 2003.

Name of Plan:            Savings Plan of the Connecticut Water Company
Name of Employer:        Connecticut Water
By:                      /s/   Maureen P. Westbrook____________________
                         EMPLOYER