Second Amendment to Change in Control Agreement



 Exhibit 10.2C 
  

			
		  	




		
		  	Matthew Huckin
		  	Vice President Human Resources

 PERSONAL AND CONFIDENTIAL 
 July 27, 2005 
 Mr. George W. Patrick 
 American Water 
 1025 Laurel Oak Road 
 Voorhees, New Jersey 08043

 RE:   Second Amendment to Change in Control Agreement 
 Dear George: 
 This letter is intended to further amend, pursuant to Section 15 thereof, the
Change in Control Agreement dated January 1, 2000 (the “Original Agreement”) between you and American Water Works Company, Inc. (the “Company”). The Original Agreement was amended by the letter Agreement between you and the
Company dated May 24, 2004 (the “First Amendment”). (Your Original Change in Control Agreement and the May 24 Amendment are collectively referred to in this letter as “your Change in Control Agreement”). 
 Defined terms used in this letter agreement and not otherwise defined herein shall have the meaning ascribed to them by your Change in Control Agreement.

 In connection with our discussions, and reflecting the Company’s desire that you remain as General Counsel to the Company through at
least May 31, 2006, it is hereby agreed that: 
 1. The Term of your Change in Control Agreement, as currently in effect, is extended
through May 31, 2006. 
 2. If you remain employed by the Company through May 31, 2006, then, notwithstanding the expiration of the
Term of your Change in Control Agreement, when your employment is terminated by you or the Company for any reason (other than by the Company for Cause), the Company will pay you as severance benefit an amount equal to the amount specified under
Section 4(a)(ii) of the Original Agreement as reduced pursuant to Section 2(b) of the First Amendment. 
 3. Section 2(b) of the
First Amendment is amended by replacing the date “28 April 2006” in the two places where it appears with “31 May 2006”. 
 4. If Section 2 above, or Section 2(b) of the First Amendment, as amended hereby, applies, you, and your spouse, if applicable, will be entitled to be covered under the Retiree Medical Plan, as defined by Section 5.09(e) of
the RWE 
  

			
		  	 American Water

		  	  
 1025 Laurel Oak
Road
 Voorhees, NJ 08043
 USA

		
		  	 T       +1 856 782-3659

		  	 F       +1 856 346-8339

		  	 I        

		  	 www.amwater.com

		
		  	













 

 

 George W. Patrick 
 Second Amendment to Change in Control Agreement 
 Page 2 
 Agreement, and to be provided the post-retirement medical and life insurance benefits specified in Section 5.09(e) of the RWE Agreement that applies to other members of the Retiree Group, effective
as of the date of your termination of employment. This Section 3 supersedes Section 3 of the First Amendment. 
 5. Section 5 of
the First Amendment is amended by replacing the date “28 April 2006” at the end of that Section, with the words: “all benefits that become payable hereunder have been paid in accordance with their terms.” As so changed, said
Section 5 applies to this Second Amendment as well. 
 6. Section 6 of the First Amendment is amended by replacing the dates
“April 2006” in the two places where it appears with “May 31, 2006” and inserting after the date “August 27, 1999” a reference to this Second Amendment. 
 Except as amended hereby, your Change in Control Agreement will remain in effect in accordance with its terms. 
 Please indicate your agreement to the foregoing amendment to your Change in Control Agreement by signing and returning to me one copy of this letter. Please retain the other copy with your personal
records. 
 Sincerely, 
  

			
	American Water Works Company, Inc.
		
	By	 	/s/ Matthew Huckin
		 	Matthew Huckin
		 	Vice President Human Resources

 I hereby agree to the
foregoing amendment to my Change in Control Agreement and agree that the additional entitlement to severance benefits conferred by this amendment is at least sufficient consideration for my obligations hereunder. 
  

	
	
	/s/ George W. Patrick
	George W. Patrick
	  
 Dated: July 27, 2005