<PAGE>

                                                                 EXHIBIT 10.13.4

                               FOURTH AMENDMENT TO
                          THE CONNECTICUT WATER COMPANY
                           EMPLOYEES' RETIREMENT PLAN

       (as amended and restated as of January 1, 1997, except as otherwise
                                provided Therein)

         1.       Section 2.5 of the Plan is hereby amended, effective as of
December 31, 2002, to read as follows:

         "Anniversary Date shall mean January 1 of each year commencing on or
         after January 1, 1958, provided that, with respect to the Crystal Plan,
         Anniversary Date shall mean January 1 of each year commencing on or
         after January 1, 1964, and provided further that with respect to the
         Barnstable Plan, Anniversary Date shall mean January 1 of each year
         commencing on or after January 1, 1970."

         2.       Article II of the Plan is hereby amended, effective as of
December 31, 2002, by adding the following definitions at the end thereof:

         "Barnstable Plan shall mean the Barnstable Water Company Pension Plan."

         "Barnstable Water Participant" shall mean any employee or former
         employee of Barnstable Water Company who, as of the day before the
         Barnstable Merger Date, was a participant in the Barnstable Plan; and
         any other employee of Barnstable Water Company who subsequently
         satisfies the requirements for eligibility set forth in Article III of
         Appendix D hereof."

         "Barnstable Merger Date shall mean December 31, 2002."

         3.       The Plan is hereby amended, effective as of December 31, 2002,
by adding Appendix D at the end thereof, to read as follows:

                                   "APPENDIX D

               BENEFITS FOR EMPLOYEES OF BARNSTABLE WATER COMPANY

                                     PURPOSE

         Effective as of the Barnstable Merger Date, the Barnstable Water
Company Pension Plan shall be merged with and into this Plan, and the assets and
liabilities of that Plan shall be transferred to, and shall be assumed by, this
Plan. Such merger is hereby specifically authorized. Such merger shall satisfy
the requirements of Section 13.3 hereof. Furthermore, in no event shall the
merger reduce the accrued benefit, or other benefit protected under Section
411(d)(6) of the Code, of any Barnstable Water Participant, with respect to
benefits accrued as of December 31, 2002. Except as otherwise provided herein,
any Barnstable Water Participant's benefits under this Plan, on and after
January 1, 1970, shall be determined in accordance with the provisions of

Exhibit 10.13.4

<PAGE>

this Appendix D. In no event shall the Accrued Benefit of a Barnstable Water
Participant be less than his or her Accrued Benefit as of December 31, 2002. The
provisions of this Appendix D shall apply with respect to employees of
Barnstable Water Company who meet the definition of a Barnstable Water
Participant.

         It is the intent of Barnstable Water Company and The Connecticut Water
Company that Barnstable Water Participants shall continue to be treated as they
were under the Barnstable Plan, subject nevertheless to the ability of The
Connecticut Water Company to amend or terminate this Plan. Accordingly, the
following provisions, which are also set forth below, shall apply with respect
to Barnstable Water Participants. However, provisions of a general nature
contained in this Plan, including without limitation Plan provisions
incorporating rules under Section 415 of the Code and rules regarding eligible
rollover distributions, shall apply as well to Barnstable Water Participants
except to the extent that the provisions of this Appendix D expressly address
the subject matter.

         1.       Section 1.4, Provisions of Prior Plan apply to certain
persons.

         2.       Section 2.1, definition of Accrued Benefit.

         3.       Section 2.2, definition of Actual Equivalent; provided that
for distributions with Annuity Starting Dates on or after December 31, 2002, the
applicable mortality table referenced in paragraph (a) of Section 2.2 shall be
the table set forth in Rev. Rul. 2001-62 and not the table set forth in Rev.
Rul. 95-6.

         4.       Section 2.5, definition of Annuity Starting Date.

         5.       Section 2.6, definition of Average Final Compensation.

         6.       Section 2.7, definition of Beneficiary.

         7.       Section 2.9, definition of Break in Service.

         8.       Section 2.12, definition of Compensation. However, the
definition of Compensation shall be amended to reflect any amendments to the
Barnstable Plan or to this Plan to reflect the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA").

         9.       Section 2.13, definition of Covered Compensation.

         10.      Section 2.14, definition of Deferred Retirement Date.

         11.      Section 2.15, definition of Early Retirement Date.

         12.      Section 2.19, definition of Hour of Service.

         13.      Section 2.22, definition of Normal Retirement Date.

                                       -2-

<PAGE>

         14.      Section 2.26, definition of Prior Plan.

         15.      Section 2.27, definition of Retired Employee.

         16.      Section 2.30, definition of Social Security Retirement Age.

         17.      Section 2.31, definition of Substantial Break.

         18.      Section 2.35, definition of Vested Terminated Employee.

         19.      Section 2.36, definition of Year of Benefit Service.

         20.      Section 2.37, definition of Year of Eligibility and Vesting
Service.

         21.      Article III, Participation.

         22.      Article IV, Requirements for Retirement Income.

         23.      Article V, Amount of Retirement Income, Sections 5.1 through
5.3 and Section 5.6.

         24.      Article VI, Termination of Employment and Vested Rights.

         25.      Article VII, Normal and Optional Forms of Benefit, Sections
7.1 through 7.7.

         26.      Article VIII, Death Benefits.

         1.4      Provisions of Prior Plan apply to certain persons. Except as
expressly provided in the Plan, the right to benefits of persons who were
Participants in the Prior Plan on or before December 31, 2000 and who do not
thereafter become Participants in the Plan, and of the contingent annuitants and
other beneficiaries of such persons, shall be determined in accordance with the
provisions of the Prior Plan.

         2.1      "Accrued Benefit" means, with respect to any Participant at
any time, the monthly benefit computed under Section 5.1, based on his Average
Final Compensation and Covered Compensation as of the time such Accrued Benefit
is computed. Notwithstanding the foregoing, "Accrued Benefit" for an Employee
who retires or remains in service after his Social Security Retirement Age is
determined as stated in the foregoing sentence, except that Covered Compensation
shall be determined as of the Participant's Social Security Retirement Age.

         2.2      "Actuarial Equivalent" means a benefit, as determined by the
Actuary, whose value equals the value of a benefit or benefits otherwise payable
in a different form or at a different time under the Plan, based on an annual
interest assumption of seven percent (7%) and the Pentad 90 Mortality Table;
provided, however, that for purposes of Sections 7.2, 7.4, 7.5, and 8.2(e),
actuarial equivalence shall be determined in accordance with the following:

                                       -3-

<PAGE>

                  (a)      Effective January 1, 2000, for purposes of
         determining the amount of a lump sum payment under Sections 7.5 and
         8.2(e), the following interest and mortality assumptions shall be
         utilized: interest, the annual rate of interest on 30-year Treasury
         securities for the month of November preceding the Plan Year of the
         distribution (the "applicable interest rate"); and mortality, the
         mortality table prescribed by the Secretary of the Treasury pursuant to
         Section 417(e)(3)(a)(ii)(I) of the Code (the "applicable mortality
         table"). However, for the period between January 1, 2000 and the date
         that this amendment and restatement is adopted, the following factors
         shall be utilized if they would result in a larger lump sum
         distribution: interest, the interest rate used by the Pension Benefit
         Guaranty Corporation (in effect as of the beginning of the Plan Year)
         in determining the present value of an immediate or deferred annuity
         for such a benefit upon plan termination; and mortality, the Pentad 90
         Mortality Table. In no event, however, will the value of any accrued
         benefit be less than the value of the benefit accrued on December 31,
         1988, determined in accordance with the Plan in effect on such date;
         and

                  (b)      for a Participant who elects a joint and survivor
         form of annuity, his benefit under the normal annuity form is adjusted
         by the percentage shown in the following table:

<TABLE>
<CAPTION>
Percent             Actuarial
Survivor             Factor
--------             ------
<S>                 <C>
  50%                  90%
  67%                  86%
  75%                  84%
 100%                  80%
</TABLE>

                  These factors are further adjusted if the age between the
         Participant and beneficiary is more than 5 years. If the Participant is
         more than 5 years older, then subtract 0.5% for each year of difference
         in excess of 5. If the Participant is more than 5 years younger, add
         0.5% for each year of difference in excess of 5.

                  For a Participant who elects a life annuity with guaranteed
         payments, the actuarial factor is 98% if the guarantee period is 60
         months and 90% if the guarantee period is 120 months.

         2.5      "Annuity Starting Date" means the first day of the first
period for which an amount is paid as an annuity, or in the case of a benefit
not payable in the form of an annuity, the first day on which all events have
occurred which entitle the Participant to such benefit.

         2.6      "Average Final Compensation" of a Participant means the
highest average annual Compensation which such Participant earned during the
three consecutive Years of Benefit Service credited to him out of the last ten
Years of Benefit Service credited to him preceding the date on which he retired,
terminated his employment or died.

                                       -4-

<PAGE>

         2.7      "Beneficiary" means the person designated by an Employee or
retired Employee to receive certain benefits payable under the provisions of the
Plan.

         2.9      "Break in Service" means a Plan Year during which an Employee
has not completed more than 500 Hours of Service.

         2.12     "Compensation" means, subject to paragraphs (a) (b) and (c)
below: the earnings reported on Form W-2 or other applicable government
reporting form paid to an Employee by the Company, including overtime pay and
bonuses but excluding special pay and director pay. Compensation also excludes
the Company's cost for any public or private employee benefit plan, including
this Plan. However, effective January 1, 2001, Compensation also includes
elective deferrals of Compensation under Section 401(k) of the Code, elective
reductions of Compensation under a cafeteria plan pursuant to Section 125 of the
Code, and elective reductions of Compensation for qualified transportation
fringe benefits under Section 132(f)(4) of the Code.

                  (a)      For Employees who complete an Hour of Service on or
         after January 1, 1989, Compensation in excess of $200,000 (as indexed
         by the Secretary of the Treasury) in any Plan Year will not be
         recognized for any Plan purposes. In no event will such limitation
         reduce the benefit of any Employee under the Plan or Prior Plan below
         that accrued on December 31, 1988.

                  (b)      For Employees who complete an Hour of Service on or
         after January 1, 1994, Compensation in excess of $150,000 (as indexed
         by the Secretary of the Treasury) in any Plan Year will not be
         recognized for any Plan purposes. In no event, however, will such
         limitation reduce the benefit of any Employee under the Plan or Prior
         Plan below that accrued on December 31, 1993.

                  (c)      In determining the compensation of a Participant for
         purposes of this limitation, the rules of Section 414(q)(6) of the Code
         shall apply, except in applying such rules, the term family shall
         include only the spouse of the Participant and any lineal descendants
         of the Participant who have not attained age 19 before the close of the
         year. If, as a result of the application of such rules the adjusted
         Compensation limitation is exceeded, then (except for purposes of
         determining the portion of compensation up to the integration level),
         the limitation shall be prorated among the affected individuals in
         proportion to each such individual's Compensation as determined under
         this section prior to the application of this limitation. The family
         aggregation rules described in this paragraph (c) shall no longer
         apply, effective January 1, 1997.

                  (d)      If compensation for any prior determination period is
         taken into account in determining a Participant's benefits for the
         current Plan Year, the compensation for such prior determination period
         is subject to the applicable annual compensation limit in effect for
         that prior determination period. For this purpose, in determining
         benefits in plan years beginning on or after January 1, 1989, the
         annual Compensation limit in effect for determination periods beginning
         before that date is $200,000. In addition, in determining

                                       -5-

<PAGE>

         benefits in plan years beginning on or after January 1, 1994, the
         annual Compensation limit in effect for determination periods beginning
         before that date is $150,000.

         2.13     "Covered Compensation" for a Participant means the average
(without indexing) of the Social Security Taxable Wage Base in effect for each
calendar year during the thirty-five (35) year period ending with the calendar
year in which the Participant attains Social Security. Retirement Age as defined
in Section 2.30. In the case of a Participant who separates from service with
the Company prior to attaining Social Security Retirement Age, the Social
Security Taxable Wage Base for each calendar year following such termination
shall be equal to the Social Security Taxable Wage Base in effect for the
calendar year in which his termination occurs. In the case of a Participant who
separates from service with the Company after attaining Social Security
Retirement Age, Covered Compensation shall be determined as if the Participant
retired on his Social Security Retirement Age.

         2.14     "Deferred Retirement Date" means, with respect to each
Participant who remains in the service of the Company after his Normal
Retirement Date, the first day of any calendar month coinciding with or next
following the month in which he actually retires or dies.

         2.15     "Early Retirement Date" means the first day of any calendar
month prior to a Participant's Normal Retirement Date and after the date on
which he has (a) attained age fiftyfive (55) and (b) completed at least five (5)
Years of Benefit Service.

         2.19     "Hour of Service" means, with respect to any Employee,

                  (a)      each hour for which the Employee is directly or
         indirectly paid, or entitled to payment, for the performance of duties
         for the Company, each such hour to be credited to the Employee for the
         Plan Year in which the duties were performed;

                  (b)      each hour for which the Employee is directly or
         indirectly paid or entitled to payment by the Company (including
         payments made or due from a trust fund or insurer to which the Company
         contributes or pays premiums) on account of a period of time for which
         no duties are performed (irrespective of whether the employment
         relationship has ended) due to vacation, holiday, illness, incapacity,
         disability, layoff, jury duty, military duty, or leave of absence, each
         such hour to be credited to the Employee for the Plan Year in which
         such period of time occurs, subject to the following rules:

                           (i)      No more than 501 Hours of Service shall be
                  credited under this paragraph (b) to the Employee on account
                  of any single continuous period during which the Employee
                  performs no duties;

                           (ii)     Hours of Service shall not be credited under
                  this paragraph (b) to an Employee for payment which solely
                  reimburses the Employee for medicallyrelated expenses incurred
                  by the Employee, or which is made or due under a plan
                  maintained solely for the purpose of complying with applicable
                  workmen's compensation, unemployment compensation or
                  disability insurance laws; and

                                       -6-

<PAGE>

                           (iii)    If the period during which the Employee
                  performs no duties falls within two or more Plan Years, and if
                  the payment made on account of such period is not calculated
                  on the basis of units of time, the Hours of Service credited
                  with respect to such period shall be allocated between not
                  more than the first two such Plan Years on any reasonable
                  basis consistently applied with respect to similarly situated
                  employees;

                  (c)      each hour not counted under paragraph (a) or (b) for
         which back pay, irrespective of mitigation of damages, has been either
         awarded or agreed to be paid by the Company, each such hour to be
         credited to the Employee for the Plan Year to which the award or
         agreement for back pay pertains;

                  (d)      each noncompensated hour that is not credited under
         (a), (b) or (c) above during a period of leave of absence from the
         Company for service in the armed forces of the United States if the
         Employee returns to work for the Company at a time when he has
         re-employment rights under federal law, to the extent required under
         the Uniformed Services Employment and Reemployment Rights Act (USERRA),
         or within such longer period as may be specified by the Company for
         which the Employee returns to work;

                  (e)      solely for the purposes of determining whether the
         Employee has incurred a Break in Service, each noncompensated hour
         while an Employee during a period of authorized leave of absence from
         the Company for a reason other than service in the armed forces of the
         United States if the Employee returns to work for the Company at the
         end of such leave, and;

                  (f)      solely for the purpose of determining whether the
         Employee has incurred a Break in Service in the case of an absence from
         work after July 31, 1985 (i) because of the Employee's pregnancy, (ii)
         because of the birth of the Employee's child, (iii) because of the
         placement of a child with the Employee in connection with the adoption
         of such child by the Employee, or (iv) for purposes of caring for the
         Employee's child immediately after its birth or placement with the
         Employee for adoption, the hours the Employee would have worked (not to
         exceed 501 hours) but for such absence from work. For purposes of this
         subsection (f) the following special rules will apply:

                           (i)      Any Hour of Service credited with respect to
                  an absence shall be credited (a) only in the Plan Year in
                  which the absence begins, if the Employee would be prevented
                  from incurring a Break in Service in such year solely because
                  of Hours of Service credited for such absence, or (B) in any
                  other case, in the immediately following Plan Year;

                           (ii)     No Hours of Service shall be credited unless
                  the Employee furnishes the Administrator with such information
                  as the Administrator may reasonably require (in such form and
                  at such time as the Administrator may reasonably require)
                  establishing (a) that the absence from work is an absence
                  described hereunder and (B) the number of days for which the
                  absence lasted; and

                                       -7-

<PAGE>

                           (iii)    In no event shall more than 501 Hours of
                  Service be credited to an Employee hereunder for any absence
                  by reason of any one pregnancy or the placement of any one
                  child.

         Hours of Service to be credited to an individual under (a), (b) and (c)
above will be calculated and credited pursuant to paragraphs (b) and (e) of
section 2530.200b-2 of the Department of Labor Regulations which are
incorporated herein by reference. Hours of Service to be credited to an
individual during an absence described in (d), (e) or (f) above will be
determined by the Company with reference to the individuals most recent normal
work schedule. If the Company cannot so determine the number of Hours to be
credited, there shall instead be credited eight Hours of Service for each day of
absence.

         2.22     "Normal Retirement Date" means the first day of the month
coincident with or next following an Employee's Normal Retirement Age. 'Normal
Retirement Age' means an Employee's Social Security Normal Retirement Age or, in
the case of an Employee who first participates on or after January 1, 1995, his
fifth anniversary of Plan participation, if later.

         2.26     "Prior Plan" means the Plan as in effect December 31, 2000.

         2.27     "Retired Employee" means any former Employee who retires from
the service of the Company on his Normal, Early or Deferred Retirement Date,
whichever is applicable, and who receives or is entitled to receive Retirement
Income in accordance with Article V.

         2.30     "Social Security Retirement Age" shall mean the age used as
the retirement age for the Participant under Section 216(1) of the Social
Security Act, except that such section shall be applied without regard to the
age increase factor, and as if the early retirement age under Section 216(l)(2)
of such Act were 62. Presently, "Social Security Retirement Age" means, with
respect to a Participant born prior to 1938, the date on which he attains age
65; with respect to a Participant born after 1937 and prior to 1955, the date on
which he attains age 66; and with respect to a Participant born after 1954, the
date on which he attains age 67.

         2.31     "Substantial Break" means, in the case of any Employee who has
completed fewer than five (5) Years of Vesting Service, a series of one or more
consecutive Breaks in Service, the number of which consecutive Breaks in Service
equals or exceeds (a) for purposes of Section 2.36, the number of his Years of
Benefit Service, or (b) for purposes of Section 2.37, the number of his Years of
Vesting Service, prior to such Breaks in Service; provided, however, that no
Employee shall incur a Substantial Break in Service after July 31, 1985 unless
the number of consecutive Breaks in Service equals or exceeds the greater of
five (5) or the number of such Years of Benefit Service, or Vesting Service,
whichever is applicable. Such number of Years of Benefit Service, or Vesting
Service, whichever is applicable, prior to such Breaks in Service shall be
deemed not to include any such Years disregarded under Sections 2.36 or 2.37 by
reason of any prior Substantial Break.

         2.35     "Vested Terminated Employee" means any individual who has
ceased to be an Employee and who is eligible, under Section 6.2, to receive a
vested deferred retirement income.

                                       -8-

<PAGE>

         2.36     "Year of Benefit Service" means for periods on and after the
Effective Date, any Plan Year during which an Employee completes 1,000 or more
Hours of Service. In the case of any Employee who has a Substantial Break, any
Year of Benefit Service completed before such Substantial Break shall be
disregarded.

         For periods prior to the Effective Date (January 1, 1970), an Employee
will be credited with Years of Benefit Service in an amount equal to the period
of his continuous uninterrupted employment with the Company prior to such date.

         Benefit Service shall not be earned for any periods during which an
individual is employed other than by the Company. For example, service with a
related employer that has not adopted this Plan will not be taken into account.
In addition, Benefit Service shall not be earned for any periods during which an
individual is employed in an ineligible job classification.

         2.37 "Year of Eligibility and Vesting Service" means, with respect to
any Employee, each Plan Year during which he has completed 1,000 or more Hours
of Service, provided that in the case of any Employee who has a Substantial
Break, any Year of Vesting Service before such Substantial Break shall be
disregarded.

         For purposes of eligibility to participate and Years of Vesting
Service, but not for purposes of Benefit Service, employment with an Affiliated
Company, and employment as a Leased Employee as defined in Section 414(n) of the
Code, will be considered employment with the Company. An "Affiliated Company"
means the Company and any corporation which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code) which includes the
Company; any trade or business under common control (as defined in Section
414(c) of the Code) with the Company; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
Section 414(m) of the Code) which includes the Company and any other entity
required to be aggregated with the Company pursuant to regulations under Code
Section 414(o).

                           Article III. Participation.

         3.1      Persons Eligible to Participate in Plan.

                  (a)      Any Employee who was a Participant on January 1,
         1989, will continue to be a Participant in this Plan.

                  (b)      Any Employee who was not a Participant on January 1,
         1989 and who (a) attains age 21 and (b) completes a Year of Eligibility
         Service, as defined in Section 3.2, shall be eligible to be a
         Participant in the Plan. Participation shall commence on the first day
         of the month coincident with or next following the date on which the
         Employee completes a Year of Eligibility Service and attains age 21.

                                       -9-

<PAGE>

                  (c)      Notwithstanding the foregoing, leased employees, as
         defined in Section 414(n) of the Code, shall not be eligible to
         participate in the Plan.

         3.2      Year of Eligibility. An Employee will complete a Year of
Eligibility Service if be is credited with 1,000 or more Hours of Service in an
"eligibility computation period". The initial 'eligibility computation period'
shall mean the twelve (12) month period commencing with the date be first
performs an Hour of Service.

         Subsequent eligibility computation periods shall be based on the Plan
Year commencing with the Plan Year following the date he first performs an Hour
of Service. In the case of a reemployed former Employee who was not entitled to
a vested deferred Retirement Income upon termination of employment, Years of
Eligibility Service prior to a Substantial Break shall be disregarded in
determining when such reemployed former Employee is eligible to participate
after reemployment.

         3.3      The term "Participant" shall include only those individuals
who are, in fact, treated as common law employees on the payroll records of the
Company and compensated by the Company as common law employees, and who
otherwise satisfy the requirements for participation in the Plan. Therefore, the
term "Participant" will not include any individual who is compensated other than
as a common law employee (for example, as an independent contractor, leased
employee or agency employee) even if such individual is subsequently determined
to be or to have been a common law employee of the Company.

                 Article IV. Requirements for Retirement Income.

         4.1      Normal Retirement. Any Participant who retires on his Normal
Retirement Date shall be entitled to receive a Retirement Income, commencing on
his Normal Retirement Date, in the amount specified in Section 5. 1.

         4.2      Deferred Retirement. Each Participant who remains in the
service of the Company after his Normal Retirement Date shall be entitled to
receive a Retirement Income, commencing on his Deferred Retirement Date, in the
amount specified in Section 5.2.

         4.3      Early Retirement. Any Participant who has not attained his
Normal Retirement Date but who attains age fifty-five (55) while an Employee and
who completes at least five (5) Years of Benefit Service may elect an early
retirement. Any individual who elects early retirement in accordance with this
Section 4.3 shall be entitled to a Retirement Income commencing on his Early
Retirement Date or his Normal Retirement Date, at his election and continuing
during his lifetime, in the amount specified in Section 5.3.

                     Article V. Amount of Retirement Income.

         5.1      Normal Retirement Income. Subject to the provisions of Section
5.4 and 5.5, the annual amount of Retirement Income to be payable in monthly
installments to each Participant

                                      -10-

<PAGE>

who retires from employment with the Company on his Normal Retirement Date on or
after January 1, 2001, commencing on his Normal Retirement Date and continuing
during his lifetime, shall be equal to the sum of (i) plus (ii) times (iii)
below:

         (i)      1.25% of his Average Final Compensation;

         (ii)     0.75% of his Average Final Compensation in excess of his
Covered Compensation;

         (iii)    Years of Benefit Service for up to thirty (30) Years.

In no event, however, will the Normal Retirement Income of such a Participant be
less than the amount accrued as of December 31, 1988 under the provisions of the
Prior Plan in effect at such time, or the amount accrued as of December 31, 2000
under the provisions of the Prior Plan in effect at such time.

         5.2      Deferred Retirement Income. A Participant who remains in the
service of the Company after his Normal Retirement Date in accordance with
Section 4.2 shall, upon actual retirement, receive an annual amount of
Retirement Income to be payable in monthly installments, commencing on his
Deferred Retirement Date and continuing during his lifetime, equal to the
greater of (a) & (b):

                  (a)      an amount computed under Section 5.1, based on his
Years of Benefit Service and his Average Final Compensation as of his Deferred
Retirement Date.

                  (b)      an amount equal to the actuarial increase of his
Normal Retirement Date benefit. The actuarial increase factor is 1% for each
month that the Participant defers retirement beyond his Normal Retirement Date.

         Such Deferred Retirement Income shall be payable monthly commencing on
the earlier of:

                  (a)      the Participant's Deferred Retirement Date;

                  (b)      the required commencement date set forth in Section
5.2.1; or

                  (c)      the required commencement date set forth in Section
7.7.

         In the event that a Participant commences receipt of payments under (c)
above, his additional benefit accrual for the period between the commencement of
benefits and his Deferred Retirement shall be reduced by the Actuarial
Equivalent value of the aggregate amount of Retirement Income previously made to
him pursuant to the provisions of Section 5.2.2, subject to the provisions of
Department of Labor Regulations 2530.203-3 and other applicable law.

         5.2.1    If a Participant remains actively employed by the Company
beyond his Normal Retirement Date or is reemployed after Normal Retirement Age,
Retirement Income will be

                                      -11-

<PAGE>

suspended for any calendar month for which he is compensated for more than 40
Hours of Service. No such suspension will occur in the case of reemployment or
continued employment after Normal Retirement Age and prior to the latest
commencement date set forth in Section 7.7 where the Participant accumulates 40
or more Hours of Service in any calendar month unless such Participant is
notified in accordance with the procedures in Regulation Section 2530.200-3 of
ERISA.

         5.2.2    If a Participant is required to commence payment of his
Retirement Income because be has reached the latest commencement date as
provided in Section 7.7, then the Participant shall receive a Deferred
Retirement Income calculated in accordance with Section 5.2 (or 5.2.1, if
applicable), and as of each December 31 thereafter, an additional amount, if
any, will be paid to the Participant equal to the excess of (a) over (b) where:

                  (a)      is the increase in the Participant's recalculated
         Deferred Retirement Income between the amount accrued on his required
         commencement date and the date of determination; and

                  (b)      is the Actuarial Equivalent of the Retirement Income
         received by the Participant pursuant to this Section. The foregoing
         additional payment shall be required only if, after the recalculation
         of the Participant's Deferred Retirement Income, such additional
         payment is required to comply with the minimum distribution rules
         contained in Section 401(a)(9) of the Code and regulations thereunder.

         5.3      Early Retirement Income. The annual amount of Retirement
Income to be payable in monthly installments to each Participant who retires
early in accordance with Section 4.3 shall, at the Participant's election, be
the amount specified in (a) or (b) below.

                  (a)      Early Retirement Income Commencing at Normal
         Retirement Date. The amount of a Participant's Early Retirement Income,
         commencing on his Normal Retirement Date, shall be his Accrued Benefit
         based on his Average Final Compensation, Covered Compensation and Years
         of Benefit Service as of his Early Retirement Date.

                  (b)      Early Retirement Income Commencing Prior to Normal
         Retirement Date. The amount of a Participant's Early Retirement Income,
         commencing on or after his Early Retirement Date but prior to his
         Normal Retirement Date, shall be equal to his Accrued Benefit computed
         under Section 5.3(a), reduced according to the following table. The
         reduction percentages are for each month by which the date of
         commencement of such Retirement Income precedes the Participant's
         Normal Retirement Age.

                                      -12-

<PAGE>

<TABLE>
<CAPTION>
                           Normal Retirement Age
Years before NRD         65          66          67
                         --          --          --
<S>                    <C>         <C>         <C>
       1                5/9%/mo.    5/9%/mo.    5/9%/mo.
       2                5/9%        5/9%        5/9%
       3                5/9%        5/9%        5/9%
       4                5/9%        5/9%       5/12%
       5                5/9%       5/12%       5/12%
       6               5/18%        5/9%        5/9%
       7               5/18%       5/18%        5/9%
       8               5/18%       5/18%       5/18%
       9               5/18%       5/18%       5/18%
       10              5/18%       5/18%       5/18%
       11               N/A        5/18%       5/18%
       12               N/A         N/A        5/18%
</TABLE>

         5.6      Cost of Living Increases. (a) Effective January 1, 1992 an
ad-hoc cost of living increase was provided to retirees. The benefit increase is
described in the Prior Plan.

         (b)      The monthly benefits of all individuals who were receiving
payment of benefits under the Plan as of September 1, 1997 were increased by
fifteen percent (15%), effective beginning with monthly benefit payments for
September 1997.

            Article VI. Termination of Employment and Vested Rights.

         6.1      Forfeiture of Benefits. Any Participant who terminates
employment for any cause before completion of five (5) Years of Vesting Service,
shall forfeit all rights to any benefits under the Plan.

         6.2      Vested Deferred Retirement Income.

                  (a)      If a Participant ceases to be an Employee for any
         reason other than death or retirement on or after January 1, 1989 and
         after he completes five (5) Years of Vesting Service and before his
         Normal Retirement Date, he shall have a vested and nonforfeitable right
         to a percentage of his Accrued Benefit, as determined under the
         following table:

<TABLE>
<CAPTION>
Years of Vesting Service         Vested Percentage
------------------------         -----------------
<S>                              <C>
      Less than 5                        0%

      5 or more                        100%
</TABLE>

                  (b)      Any Participant entitled to a vested deferred
         Retirement Income under this Section 6.2 who completes at least five
         (5) Years of Benefit Service may elect to receive

                                      -13-

<PAGE>

         a pension, commencing on the first day of any month after satisfaction
         of the early retirement requirements in an amount equal to the amount
         determined in Section 5.3(b).

                  (c)      The benefit payable under (a) or (b) above is
         adjusted in accordance with the applicable normal form of benefits
         under Section 7.1.

         6.3      Use of Former Vesting Schedule. If the Plan is amended and if
such amendment directly or indirectly affects the computation of the
nonforfeitable percentage of a Participant's Accrued Benefit, each Participant
who has completed at least three (3) Years of Vesting Service and whose
nonforfeitable percentage at any time after such amendment could be less than
such percentage determined without regard to such amendment will have the
nonforfeitable percentage of his Accrued Benefit determined without regard to
such amendment.

         6.4      Vesting at Normal Retirement Age. An active Participant shall
have a vested and nonforfeitable right to 100% of the Retirement Income under
Section 5.1 upon reaching the earlier of (a) Normal Retirement Age or, (b) the
later of age 65 or the fifth anniversary of plan participation.

         6.5      Benefits Upon Re-employment. Subject to the provisions of
Sections 5.2.1, 6.5.1, 6.5.2 and 6.5.3, any benefit payments to a former
Employee who is reemployed by the Company shall be suspended for the period of
his reemployment. Upon subsequent termination of employment, the amount of his
benefit shall be recomputed based on his aggregate Years of Benefit Service and
his Average Final Compensation minus the Actuarial Equivalent of the payments
previously received.

         6.5.1    In the case of the reemployment by the Company of a former
Employee who had received a lump sum distribution of his fully vested benefit,
Years of Vesting Service earned before and after his reemployment shall be
aggregated and Years of Benefit Service earned prior to his reemployment shall
be disregarded-for purposes of determining his vested status and his accrued
benefit at subsequent termination of employment.

         In the case of the reemployment by the Company of a former Employee who
had received a lump sum distribution of less than one hundred percent of his
accrued benefit, Years of Vesting Service and Years of Benefit Service earned
before and after his reemployment shall be aggregated and the benefit to which
he is entitled at subsequent termination shall be reduced by the Actuarial
Equivalent of the benefits previously received.

         6.5.2    If a Participant continues to be employed by the Company on
the latest commencement date provided in Section 7.7, his Deferred Retirement
Benefit shall be calculated in accordance with Section 5.2.2 and commence as
provided in Section 7.7, and the recalculation provided in Section 5.2.2 shall
be applied each year thereafter.

         6.6      Optional Forms Upon Re-employment. If a Participant whose
Annuity Starting Date is prior to his Normal Retirement Age is reemployed, the
form of payment elected with respect to benefits accrued as of such pre-Normal
Retirement Age Annuity Starting Date shall remain in effect with respect to the
benefit he had accrued prior to his reemployment. Any

                                      -14-

<PAGE>

benefits accrued after his reemployment shall be subject to the surviving spouse
benefit under Section 8.2 or qualified joint and survivor annuity under Section
7.2 unless another form of payment is properly elected. If the benefit of a
reemployed Participant was payable as of an Annuity Starting Date which was
after his Normal Retirement Age, the form of payment elected at such Annuity
Starting Date shall remain in effect during the period of his post-Normal
Retirement Age employment and shall apply to the benefits accrued during such
period of reemployment. Upon subsequent retirement or required beginning date,
payments will resume in accordance with such form of payment previously elected.

               Article VII. Normal and Optional Forms of Benefit.

         7.1      Normal Form of Benefit. Except as otherwise provided in
Section 7.2, the normal form of Accrued Benefit payable under the Plan to a
Participant is a pension payable monthly to the Participant during his lifetime
only, the first payment to be due on the first day of the calendar month
coincident with or next following the Participant's actual retirement and the
last payment to be due on the first day of the calendar month in which his death
occurs.

         7.2      Normal Form of Benefit for Certain Married Participants. The
normal form of pension or vested benefit payable under the Plan to a Participant
who begins to receive benefits under the Plan and is married on the Annuity
Starting Date shall be a qualified joint and survivor annuity form under which a
reduced pension will be payable monthly to the Participant during his lifetime
and, following his death, one-half of such reduced pension will be payable
monthly to the person to whom the Participant was married on the Annuity
Starting Date, such amount to be payable through the first day of the calendar
month in which the death of such person occurs. The joint and survivor annuity
payable hereunder shall be the Actuarial Equivalent of the normal form of
pension described in Section 7. 1. If the person to whom a survivor benefit is
payable under this Section 7.2 dies after the Annuity Starting Date and while
the Participant is alive, the Participant shall continue to receive, during his
remaining lifetime, the same amount of reduced pension as was payable to him
under this Section 7.2.

                                      -15-

<PAGE>

         7.3      Election of Form of Benefit.

         The Administrator shall provide each Participant no less than 30 days
nor more than 90 days prior to Annuity Starting Date a written explanation of:
(i) the terms and conditions of the qualified joint and survivor annuity; (ii)
the Participant's right to make and the effect of an election to waive the
qualified joint and survivor annuity form of benefit; (iii) the rights of the
Participant's spouse; (iv) the right to make, and the effect of, a revocation of
a previous election to waive the qualified joint and survivor annuity; and (v)
the relative values of the various optional forms of benefit under the Plan.
Such description shall inform any such Participant who has a spouse that he has
a reasonable period of time in which to elect, with the consent of such spouse,
to take his retirement benefits other than in the form described in Section 7.2,
in which case the standard form of benefit payment shall be a straight life
annuity set forth in Section 7.1, and shall inform such Participant of the
availability of other optional forms of benefit under Section 7.4 and the
availability from the Administrator of descriptive information relative to any
optional forms available. Similar relevant information shall be provided to
unmarried Participants with respect to the life annuity form of benefit under
Section 7.1. All elections and revocations of elections hereunder shall be in
writing on forms to be supplied by the Retirement Board and signed by the
Participant. Any election by a Participant who has a spouse to take his benefit
in a form other than that provided in Section 7.2, other than the joint and 67%,
75% or 100% spousal survivor annuity described in Section 7.4, will not be
effective unless such spouse consents thereto in writing, acknowledging the
effect of such election, and such consent is witnessed by a Notary Public or a
Plan representative. The waiver of the qualified joint and survivor annuity will
not be effective unless the election designates a form of benefit payment which
may not be changed without spousal consent. If a Participant designates a
Beneficiary other than his spouse, then spousal consent to that specific
Beneficiary shall be required; and similarly, any change in Beneficiary shall
require spousal consent. If it is established to the satisfaction of a Plan
Representative that any such written consent may not be obtained because there
is no spouse or the spouse cannot be located, or under such other circumstances
as the Secretary of the Treasury may prescribe, then no spousal consent shall be
required. The Administrator shall maintain procedures in conformity with Code
Section 417(a)(2)(B) to establish whether a spousal consent is required. The
period for making any election shall be ninety (90) days duration, ending on the
Annuity Starting Date, and any election may be revoked and a new election made
at any time and any number of times during the election period. Any written
explanation requested by the Participant must be given within a reasonable
period of time after the request. All elections and options shall become
effective on the Annuity Starting Date and may not thereafter be revoked or
modified.

         Notwithstanding the foregoing provisions of this paragraph (d), if the
Participant, after having received the written explanation of the qualified
joint and survivor annuity, affirmatively elects a form of distribution (with
spousal consent, if necessary), the Annuity Starting Date may be less than 30
days after receipt of the written explanation described in this paragraph (d)
provided: (a) the Participant has been provided with information that clearly
indicates that the Participant has at least 30 days to consider whether to waive
the qualified joint and survivor annuity form of payment and elect (with spousal
consent) a form of distribution other than a qualified joint and survivor
annuity; (b) the Participant is permitted to revoke any affirmative distribution
election at least until the Annuity Starting Date or, if later, at any time
prior to the

                                      -16-

<PAGE>

expiration of the 7-day period that begins the day after the explanation of the
qualified joint and survivor annuity form of payment is provided to the
Participant; and (c) the Annuity Starting Date is a date after the date that the
written explanation was provided to the Participant. Nevertheless, the Annuity
Starting Date may be before the date that any affirmative distribution election
is made by the Participant and before the date that distribution is permitted to
commence in accordance with the following sentence. Distribution may not be made
or commence before expiration of the seven (7) day period that begins the day
after the written explanation of the qualified joint and survivor annuity
described above is provided. To the extent that an unmarried Participant is
permitted to waive the life annuity form of benefit payment, the foregoing
provisions shall also apply with respect to the waiver of the life annuity form
of benefit payment.

         7.4      Optional Forms of Benefit.

                  (a)      Generally. Subject to Sections 7.2 and 7.3, a
         Participant may elect to have his benefit paid in any one of the
         optional forms described in paragraphs (1) and (2) below, which form
         will be the Actuarial Equivalent value of the normal form of benefit
         described in Section 7.1:

                           (1)      Contingent Annuitant Option: An actuarially
                  reduced Retirement Income payable in equal monthly
                  installments for the lifetime of the Retired Employee, with
                  the provision that after his death, his Beneficiary, if
                  living, shall receive lifetime Retirement Income equal to 50%,
                  67%, 75%, or 100% at the Participant's death, of the amount of
                  Retirement Income payable to the Retired Employee prior to
                  death.

                           (2)      60 and 120 Months Certain and Life Income
                  Option: An actuarially reduced Retirement Income payable in
                  equal monthly installments for the lifetime of the Retired
                  Employee, with the provision that after his death, his
                  Beneficiary shall receive the balance, if any, of the
                  guaranteed sixty (60) or one hundred twenty (120) monthly
                  payments.

         If the Beneficiary designated by the Participant under this Section 7.4
is not the Participant's spouse, the benefits payable to the Participant must
satisfy the requirements of Section 7.7.

                  (b)      Effect of the Death of Participant or Beneficiary.
         The election of a form of payment is void upon the death of either the
         Participant or Beneficiary prior to the Annuity Starting Date unless
         the Participant dies and had elected the form described in Section
         7.4(a)(1) with his spouse as the designated Beneficiary.

                  (c)      Evidence of Beneficiary's Age. Any Participant who
         elects the contingent annuitant option described in-Section 7.4(a)(1)
         or who receives the joint and survivor annuity benefit described in
         Section 7.2, must submit the birth certificate (or some other
         satisfactory evidence of age) of his Beneficiary or spouse, as the case
         may be, to the Administrator with his application for retirement
         benefits.

                                      -17-

<PAGE>

         7.5      Distribution of Small Benefits. Notwithstanding any provision
in the Plan to the contrary, if the Actuarial Equivalent lump sum value of an
Accrued Benefit payable to or on behalf of any Participant hereunder upon
termination or retirement does not exceed $5,000 ($3,500 prior to January 1,
2001), such benefit shall be in the form of a lump sum payment of Actuarial
Equivalent value in lieu of any other benefit payable hereunder.

         7.6      Statutory Deadlines for Distributions.

                  Unless the Participant elects otherwise in writing,
         distribution will be made (or will commence) no later than the 60th day
         after the close of the Plan Year in which the latest of the following
         events occurs:

                           (i)      the attainment by the Participant of age 65;

                           (ii)     the tenth anniversary of the year in which
                  the Participant commenced participation in the Plan; or

                           (iii)    the date the Participant ceases to be an
                  Employee.

         7.7      Minimum Distribution Requirements.

        (a)       Subject to the 50% Joint and Survivor Benefit requirements
described in Section 7.2, the requirements of this Section 7.7 shall apply to
any distribution of a Participant's interest and will take precedence over any
inconsistent provisions of this Plan. However, this Section 7.7 is not intended
to create additional optional forms of benefits beyond those set forth in
Section 7.4.

        (b)       All distributions required under this Section 7.7 shall be
determined and made in accordance with Section 401(a)(9) of the Code and
regulations thereunder, including the minimum distribution incidental benefit
requirement.

        (c)       Required Beginning Date. The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.

        (d)       Limits on Distribution Periods. As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof):

                  (i)      the life of the Participant,

                  (ii)     the life of the Participant and a designated
beneficiary,

                  (iii)    a period certain not extending beyond the life
expectancy of the Participant, or

                                      -18-

<PAGE>

                  (iv)     a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a designated beneficiary.

         (e)      Determination of Amount to be Distributed Each Year. If the
Participant's interest is to be paid in the form of annuity distributions under
the Plan, payments under the annuity shall satisfy the following requirements:

                  (i)      the annuity distributions must be paid in periodic
payments made at intervals not longer than one year;

                  (ii)     the distribution period must be over a life (or
lives) or over a period certain not longer than a life expectancy (or joint life
and last survivor expectancy) described in Section 401(a)(9)(A)(ii) or Section
401(a)(9)(B)(iii) of the Code, whichever is applicable;

                  (iii)    the life expectancy (or joint life and last survivor
expectancy) for purposes of determining the period certain shall be determined
without recalculation of life expectancy;

                  (iv)     once payments have begun over a period certain, the
period certain may not be lengthened even if the period certain is shorter than
the maximum permitted;

                  (v)      payments must either be non-increasing or increase
only as follows:

                           (1)      with any percentage increase in a specified
and generally recognized cost-of-living index;

                           (2)      to the extent of the reduction to the amount
of the Participant's payments to provide for a survivor benefit upon death, but
only if the beneficiary whose life was being used to determine the distribution
period described in paragraph (d) above dies and the payments continue otherwise
in accordance with paragraph (d) over the life of the Participant;

                           (3)      to provide cash refunds of employee
contributions upon the Participant's death; or

                           (4)      because of an increase in benefits under the
Plan.

                  (vi)     If the annuity is a life annuity (or a life annuity
with a period certain not exceeding 20 years), the amount which must be
distributed on or before the Participant's required beginning date (or, in the
case of distributions after the death of the Participant, the date distributions
are required to begin as described below) shall be the payment which is required
for one payment interval.

                  (vii)    If the annuity is a period certain annuity without a
life contingency (or is a life annuity with a period certain exceeding 20 years)
periodic payments for each distribution calendar year shall be combined and
treated as an annual amount. The amount which must be distributed by the
Participant's required beginning date (or, in the case of distributions after
the death of the Participant, the date distributions are required to begin as
described below) is the

                                      -19-

<PAGE>

annual amount for the first distribution calendar year. The annual amount for
other distribution calendar years, including the annual amount for the calendar
year in which the Participant's required beginning date (or the date
distributions are required to begin as described below) occurs, must be
distributed on or before December 31 of the calendar year for which the
distribution is required.

         (f)      Annuities commencing after December 31, 1988, are subject to
the following additional conditions:

                  (i)      Unless the Participant's spouse is the designated
beneficiary, if the Participant's interest is being distributed in the form of a
period certain annuity without a life contingency, the period certain as of the
beginning of the first distribution calendar year may not exceed the applicable
period determined using the table set forth in Q&A A-5 of Section 1.401(a)(9)-2
of the Proposed Income Tax Regulations, or in any successor regulation thereto.

                  (ii)     If the Participant's interest is being distributed in
the form of a joint and survivor annuity for the joint lives of the Participant
and a nonspouse beneficiary, annuity payments to be made on or after the
Participant's required beginning date to the designated beneficiary after the
Participant's death must not at any time exceed the applicable percentage of the
annuity payment for such period that would have been payable to the Participant
using the table set forth in Q&A A-6 of Section 1.401(a)(9)-2 of the Proposed
Income Tax Regulations, or in any successor regulation thereto.

         (g)      Transitional Rule. If payments under an annuity which complies
with paragraph (e) above begin prior to January 1, 1989, the minimum
distribution requirements in effect as of July 27, 1987, shall apply to
distributions from this Plan, regardless of whether the annuity form of payment
is irrevocable. This transitional rule also applies to deferred annuity
contracts distributed to or owned by the employee prior to January 1, 1989,
unless additional contributions are made under the Plan by the Company with
respect to such contract.

         (h)      If the form of distribution is an annuity made in accordance
with paragraphs (e) through (g), any additional benefits accruing to the
Participant after his or her required beginning date shall be distributed as a
separate and identifiable component of the annuity beginning with the first
payment interval ending in the calendar year immediately following the calendar
year in which such amount accrues.

         (i)      Death Distribution Provisions.

                  (i)      Distribution beginning before death. If the
Participant dies after distribution of his or her interest has begun, the
remaining portion of such interest will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.

                  (ii)     Distribution beginning after death. If the
Participant dies before distribution of his or her interest begins, distribution
of the Participant's entire interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the

                                      -20-

<PAGE>

Participant's death except to the extent that an election is made to receive
distributions in accordance with (1) or (2) below:

                           (1)      If any portion of the Participant's interest
is payable to a designated beneficiary, distributions may be made over the life
or over a period certain not greater than the life expectancy of the designated
beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died;

                           (2)      If the designated beneficiary is the
Participant's surviving spouse, the date distributions are required to begin in
accordance with (1) above shall not be earlier than the later of (A) December 31
of the calendar year immediately following the calendar year in which the
Participant died and (B) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.

                           (3)      If the Participant has not made an election
pursuant to this subparagraph (ii) by the time of his or her death, the
Participant's designated beneficiary must elect the method of distribution no
later than the earlier of (A) December 31 of the calendar year in which
distributions would be required to begin under this paragraph (i), or (B)
December 31 of the calendar year which contains the fifth anniversary of the
date of death of the Participant. If the Participant has no designated
beneficiary, or if the designated beneficiary does not elect a method of
distribution, distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.

                  (iii)    For purposes of subparagraph (ii) above, if the
surviving spouse dies after the Participant, but before payments to such spouse
begin, the provisions of subparagraph (ii), with the exception of (2) therein,
shall be applied as if the surviving spouse were the Participant.

                  (iv)     For purposes of this paragraph (i), any amount paid
to a child of the Participant will be treated as if it had been paid to the
surviving spouse if the amount becomes payable to the surviving spouse when the
child reaches the age of majority.

                  (v)      For purposes of this paragraph (i), distribution of a
Participant's interest is considered to begin on the Participant's required
beginning date (or, if subparagraph (iii) above is applicable, the date
distribution is required to begin to the surviving spouse pursuant to
subparagraph (ii) above). If distribution in the form of an annuity irrevocably
commences to the Participant before the required beginning date, the date
distribution is considered to begin is the date distribution actually commences.

         (j)      Definitions.

                  (i)      Designated beneficiary. The individual who is
designated as the beneficiary under the Plan in accordance with Section
401(a)(9) of the Code and the regulations thereunder.

                  (ii)     Distribution calendar year. A calendar year for which
a minimum distribution is required. For distributions beginning before the
Participant's death, the first

                                      -21-

<PAGE>

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
pursuant to paragraph (i) above.

                  (iii)    Life expectancy. The life expectancy (or joint and
last survivor expectancy) calculated using the attained age of the Participant
(or designated beneficiary) as of the Participant's (or designated
beneficiary's) birthday in the applicable calendar year. The applicable calendar
year shall be the first distribution calendar year. If annuity payments commence
before the required beginning date, the applicable calendar year is the year
such payments commence. Life expectancy and joint and last survivor expectancy
are computed by use of the expected return multiples in Tables V and VI of
Section 1.72-9 of the Income Tax Regulations.

                  (iv)     Required Beginning Date. The required beginning date
of a Participant is April 1 of the calendar year following the calendar year in
which he attains age 70 1/2, provided that such commencement in active service
shall not be required with respect to a Participant who attains age 70 1/2 prior
to January 1, 1988 and who is not a 5-percent owner.

                  (v)      5-Percent Owner. A Participant is treated as a
5-percent owner for purposes of this Section if such Participant is a 5-percent
owner as defined in Section 416 of the Code at any time during the Plan Year
ending with or within the calendar year in which such owner attains age 70 1/2.
Once distributions have begun to a 5-percent owner under this Section, they must
continue to be distributed, even if the Participant ceases to be a 5-percent
owner in a subsequent year.

                          Article VIII. Death Benefits.

         8.1      Death Benefits Limited. Except as otherwise provided in
Article VII above or Section 8.2 below, no benefits shall be payable under the
Plan in connection with the death of a Participant.

         8.2      Pre-retirement Death Benefits Payable to Spouse.

                  (a)      Married Participants Who meet Requirements For Early
         Retirement. If a married Participant meets the requirements for early
         retirement under Section 4.3 and then dies prior to his Normal
         Retirement Date while still in the service of the Company, his
         surviving spouse shall be entitled to receive a monthly spouse's
         pension, commencing on the date which would have been the Participant's
         Normal Retirement Date, unless the surviving spouse consents in writing
         (in such form as the Administrator may prescribe) to an earlier
         commencement date. Such earlier commencement date must be the first day
         of a calendar month and cannot precede the earliest date the
         Participant could have begun receiving benefits under Article VI or
         Article VII. The monthly amount of such survivor annuity shall be the
         same as the monthly annuity the spouse would have received had the
         Participant commenced receiving his benefit on the date the survivor
         annuity commences,

                                      -22-

<PAGE>

         in the normal form described in Section 7.2. If the Participant
         remained in the service of the Company at the time of his death, the
         amount of the survivor annuity shall be calculated on the assumption
         that the Participant's service ended on the date of his death and he
         survived until the date the survivor annuity commences.

                  (b)      Married Participants Who Meet Requirements For Normal
         Retirement. If a married Participant dies on or after his Normal
         Retirement Date and prior to his Annuity Starting Date, his surviving
         spouse shall be entitled to receive a monthly spouse's pension,
         commencing on the first day of the month following the Participant's
         death and payable on the first day of each month thereafter during such
         spouse's lifetime. The monthly amount of such survivor annuity shall be
         the same as the monthly annuity the spouse would have received had the
         Participant commenced receiving his benefit on the date the survivor
         annuity commences, in the normal form described in Section 7.2.
         Payments will begin on the first day of the month following the
         Participant's death and will continue each month thereafter during the
         spouse's lifetime.

                  (c)      Other Married Vested Participants. A survivor annuity
         shall be payable under this Section 8.2(c) to the surviving spouse of
         any Participant (including Vested Terminated Participants) who

                           (i)      is credited with one or more Hours of
                  Service after September 30, 1976;

                           (ii)     has not received any benefit payments as of
                  the date of his death;

                           (iii)    dies on or after August 23, 1984;

                           (iv)     is married throughout the one year period
                  ending on the date of his death; and

                           (v)      has met the vesting requirement described in
                  Section 6.2 at the time of his death or termination, if
                  earlier.

         Such survivor annuity shall be payable monthly, commencing on the date
which would have been the Participant's Normal Retirement Date, unless the
surviving spouse consents in writing (in such form as the Administrator may
prescribe) to an earlier commencement date. Such earlier commencement date must
be the first day of a calendar month and cannot precede the earliest date the
Participant could have begun receiving benefits under Article VI or Article VII.
The monthly amount of such survivor annuity shall be the same as the monthly
annuity the spouse would have received had the Participant commenced receiving
his benefit on the date the survivor annuity commences, in the normal form
described in Section 7.2. If the Participant remained in the service of the
Company at the time of his death, the amount of the survivor annuity shall be
calculated on the assumption that the Participant's service ended on the date of
his death and he survived until the date the survivor annuity commences.

                                      -23-

<PAGE>

                  (d)      An individual claiming benefits under this Section
         8.2 may be required by the Company to furnish satisfactory evidence of
         status as a surviving spouse, and the Company's determination shall be
         final.

                  (e)      If the Actuarial Equivalent lump sum value of the
         preretirement survivor annuity benefit upon the death of the
         Participant does not exceed $5,000, such amount shall be paid to the
         surviving spouse at that time in lieu of any other benefits hereunder.

                                      -24-

<PAGE>

                                                                 EXHIBIT 10.13.4

                                   CERTIFICATE

         The undersigned hereby certifies that The Connecticut Water Company
Employees' Retirement Plan, as amended and restated effective as of January 1,
1997, except as otherwise provided therein, was duly amended by the Pension
Trust Committee of the Board of Directors of The Connecticut Water Company by a
Fourth Amendment on       , 2002, and the Plan, as so amended, is in full force
and effect.

_____________________                           ________________________________
Date

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