This Consulting Agreement (the "Agreement") is entered into as of the 23rd day of January, 2003, 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 desires to enter into a consulting agreement with the Consultant following his
retirement upon the terns and conditions set forth herein; and
WHEREAS, at the time of his retirement, the Consultant was the beneficial owner of 10,950 shares of Restricted
Stock of the Company which is held by the Company in escrow (the "Restricted Stock"); and
WHEREAS, the Company has the right to reacquire those shares of Restricted Stock which were not held by the
Consultant for five years prior to his retirement from the Company; and
WHEREAS, the Consultant has requested the Company to waive its right to reacquire the Restricted Stock, and
the Company has agreed to consider such request subject to the terms and conditions hereinafter set forth.
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. The Consultant hereby acknowledges that the Company has the right to reacquire the Restricted Stock upon
the Consultant's retirement at no cost to the Company. In consideration of the terms and conditions set forth
herein, the Company is willing to waive its right to reacquire such Restricted Stock and is willing to distribute the
Restricted Stock to the Consultant at such times and upon such terms as hereinafter set forth.
2. Commencing February 1, 2003 and continuing up to and including January 31, 2004, 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