0001193125-04-063927 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 16th, 2004 • Middlesex Water Co • Water supply • Pennsylvania

Middlesex Water Company, a New Jersey corporation (“Middlesex”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Janney Montgomery Scott LLC and Edward D. Jones & Co., L.P. are serving as Representatives (the “Representatives”), an aggregate of 700,000 shares of Middlesex’s Common Stock, with no par value (“Common Stock”). The 700,000 shares of Common Stock to be sold to the Underwriters by Middlesex are referred to herein as the “Firm Shares.” The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Firm Shares shall be offered to the public at a public offering price of $ per Firm Share (the “Offering Price”).

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