First Amendment to Change in Control Agreement



 Exhibit 10.2B 
  

			
		  	




		
		  	Matthew Huckin
		  	Vice President - Human Resources

 PERSONAL AND CONFIDENTIAL 
 May 24, 2004 
 Mr. George W. Patrick 
 American Water 
 1025 Laurel Oak Road 
 Voorhees, NJ 08043

 RE: Amendment to Change in Control Agreement 
 Dear George: 
 This letter is intended to serve as an amendment, pursuant to Section 15
thereof, of the Change in Control Agreement between you and American Water Works Company, Inc. (the “Company”), dated 1 January 2000 (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 your appointment as General Counsel of American Water Works Company, Inc., and reflecting the Company’s desire that
you remain in that position at least through April 2006, it is hereby agreed that: 
 1. The Term of your Change in Control Agreement, as
modified pursuant to Section 3 of your Change in Control Agreement, is extended through 28 April 2006. 
 2. If at any point during
that extended Term, your employment is terminated by the Company without Cause, or by you for Good Reason: 
 (a) the amount
payable to you under Section 4(a)(ii)(A) of your Change in Control Agreement will be based upon a salary of $192,900, for a total payment under that subsection (A) of $289,350, reduced, as provided in (b) below to $189,350.

 (b) in return for a $100,000 reduction in the gross amount of the benefit payable under Section 4(a)(ii)(A) of your
Change in Control Agreement, in the event of your termination of employment by the Company without Cause, or your termination of employment for Good Reason, in either case before 28 April 2006, or your employment is terminated by you or the
Company for any reason other than for Cause on or after 28 April 2006, you will 
  

			
		  	 American Water

		  	  
 1025 Laurel Oak
Road
 Voorhees, NJ 08043
 USA

		
		  	 T       +1 856 782-3659

		  	 F       +1 856 346-8339

		  	 I        

		  	 www.amwater.com

		
		  	













 

 

 Mr. George W. Patrick 
 Amendment to Change in Control Agreement 
 May 24, 2004 
 Page 2 
 be considered to be a member of the
“Retiree Group” as that term is defined by Section 5.09(e) of the Agreement and Plan of Merger among RWE Aktiengesellschaft, Thames Water Aqua Holdings GMBH, Apollo Acquisition Company and American Water Works Company, Inc., dated as
of September 16, 2001 (the “RWE Agreement”) and entitled to the benefits specified in that Section of the Agreement as more fully set forth at the end of the last sentence of Section 3 below beginning with the words “...you
and your spouse, if applicable....” 
 3. If paragraph 2(b) of this letter agreement applies as a result of the termination of your
employment with Company either by the Company without Cause or voluntarily by you for Good Reason (either a “qualifying termination of employment”) and in either case on or before 28 April 2006, you will be considered to have been
eligible to retire under the Pension Plan for Employees of American Water Works Company, Inc. and its Designated Subsidiaries on June 1, 2006. As a result, when, following that qualifying termination of employment, your entitlement to medical
benefits and life insurance coverage under Section 4(a)(viii) of your Change in Control Agreement has been exhausted, 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 Agreement, and to be provided the post-retirement medical and life insurance benefits specified in Section 5.09(e) of the RWE Agreement on the same terms and conditions, as apply to the other members of the
Retiree Group. 
 4. For purposes of the paragraph 2(b) and paragraph 3, the agreed reduction in your Severance Benefit will be calculated and
applied to the gross amount of that Severance Benefit. The net amount of your Severance Benefit, if, as and when it becomes payable to you, will be reduced by the amount of all legally required federal, state and local tax withholdings. 

5. This amendment to your Change in Control Agreement is effective upon the first date upon which it has been executed by you and on behalf of the
Company and will remain in effect, unless amended by a subsequent written document signed by the party against whom such amendment is to be enforced, until 28 April 2006. 
 6. For the avoidance of doubt, you should be aware that if your employment is terminated by the Company for Cause, or by you without Good Reason, at any time before April 2006, or by either party for any
reason on and after April 2006, you will, except as set forth in paragraph 2(b) above and in your letter agreement with the Company dated August 27, 1999, be entitled only to such compensation as you have earned through the date of your
termination and to such benefits as are provided, and for which you are eligible, under the applicable employee benefit plans maintained by the Company as in effect from time to time. 

 

 









 

 

 Mr. George W. Patrick 
 Amendment to Change in Control Agreement 
 May 24, 2004 
 Page 3 
 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 post-retirement medical and life insurance benefits conferred by this amendment are at least sufficient consideration for the surrender of the specified portion of my Severance
Benefit under my Change in Control Agreement. 
  

	
	
	/s/ George W. Patrick
	Name: George W. Patrick
	Dated: June 16, 2004