This Consulting Agreement (the "Agreement") is entered into as of the 24th day of January, 2006, by and
between J. Richard Tompkins (the "Consultant") and Middlesex Water Company (the "Company").
WHEREAS, the Consultant has served as CEO of the Company up to his retirement as of January 31, 2003;
WHEREAS, the Company has previously entered into a consulting agreement with the Consultant following his
retirement upon the terms and conditions set forth in such agreement; and
WHEREAS, the Company desires to enter into another consulting agreement with Consultant upon the terms and
conditions set forth herein and believes such an agreement to be in the best interests of the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Commencing February 1, 2006 and continuing up to and including January 31, 2007, the Consultant shall act
as a consultant to the Company for which he will receive a fee of $50,000 per year. Although the parties have not
specified a fixed time for such consulting services, it is contemplated that the Consultant will be available for such
consulting services approximately three days per month based on a value of approximately $1,200 to $1,500 per
2. During the consulting period, the Consultant will be available to review correspondence, render advice on
projects as requested by the Company, attend various meetings as requested by the Company, and in general, to
perform any and all such other services as the Company may reasonably require of the Consultant as a consultant
to the Company.
3. During the period of this consulting agreement, and continuing for a two-year period thereafter, the Consultant
agrees that he will not directly, or indirectly, in any individual or representative capacity, carry on, engage or
participate in any business in the State o