exhibit1021-123108.htm


    
      
        
          

        
EXHIBIT 10.21

        

      

    

     

    
      The
York Water Company

       

      Amended
and Restated

       

      DEFERRED
COMPENSATION PLAN

       

      (Effective
January 1, 2009)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        RECITALS

         

        THIS AMENDED AND RESTATED DEFERRED
COMPENSATION PLAN (the “Plan”) is hereby adopted as of the 1st day of
January, 2009, by The York Water Company, a corporation organized and existing
under the laws of the Commonwealth of Pennsylvania (the “Plan
Sponsor”).

         

        WHEREAS, the Plan Sponsor has
previously adopted and established a non-tax qualified plan of deferred
compensation to provide additional retirement benefits for a select group of
management and highly compensated employees; and

         

        WHEREAS, effective as of
January 1, 2009, the Plan Sponsor has amended and restated the Plan in its
entirety and intends that the Plan shall at all times be administered and
interpreted in such a manner as to constitute an unfunded nonqualified deferred
compensation plan for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). This Plan is not
intended to qualify for favorable tax treatment pursuant to Section 401(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), or any successor
section or statute. This Plan is intended to comply with the requirements of
Section 409A of the Code and the Treasury Regulations (as defined below) or any
other authoritative guidance issued under that section.

         

        NOW, THEREFORE, the Plan
Sponsor hereby adopts the following Amended and Restated Deferred Compensation
Plan.

         

        ARTICLE
1.

         

        Definitions

         

        For the
purpose of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated
meanings:

         

        1.1           “Account or Accounts” shall
mean a book account reflecting amounts credited to a Participant’s Separation
From Service Account, Scheduled Withdrawal Account(s) and Plan Sponsor
Contribution Account, as adjusted for deemed investment performance and all
distributions or withdrawals made by the Participant or his or her Beneficiary.
To the extent that it is considered necessary or appropriate, the Plan
Administrator shall maintain separate sub-accounts for each source of
contribution under the Plan or shall otherwise provide a means for determining
that portion of an Account attributable to each contribution
source.

         

        1.2           “Affiliate” shall mean any
business entity other than the Plan Sponsor that is a member of a controlled
group of corporations, within the meaning of Section 414(b) of the Code, of
which the Plan Sponsor is a member; all other trade or business (whether or not
incorporated) under common control, within the meaning of Section 414(c) of the
Code, with the Plan Sponsor; any service organization other than the Plan
Sponsor that is a member of an Affiliated service group, within the meaning of
Section 414(m) of the Code, of which the Plan Sponsor is a member; and any other
organization that is required to be aggregated with the Plan Sponsor under
Section 414(o) of the Code and whose Eligible Employees are authorized to
participate in this Plan by the Plan Administrator.

         

        1.3           “Annual Deferral Amount” shall
mean that portion of a Participant’s Base Salary that a Participant elects to
defer under the Plan.

         

        1.4           “Base Salary” shall mean the
annual cash compensation relating to services performed during any Plan Year,
(excluding bonuses, commissions, overtime, fringe benefits, incentive payments,
SERP compensation, non-monetary awards, relocation expenses, retainers,
directors fees and other fees, severance allowances, pay in lieu of vacations,
insurance premiums paid by the Plan Sponsor, insurance benefits paid to the
Participant or his or her Beneficiary, stock options and grants, and car
allowances) paid to a Participant for services rendered to the Plan Sponsor or
an Affiliate. Base Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all qualified
or non-qualified plans of the Plan Sponsor or an Affiliate and shall be
calculated to include amounts not otherwise included in the Participant’s gross
income under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to
plans established by the Plan Sponsor; provided, however, that all such amounts
will be included in compensation only to the extent that, had there been no such
plan, the amounts would have been payable in cash to the
Participant.

         

        1.5           “Beneficiary” shall mean one or
more persons, trusts, estates or other entities that are entitled to receive
benefits under this Plan upon the death of the Participant.

         

        1.6           “Board” shall mean the Board of
Directors of Plan Sponsor.

         

        1.7           “Cause” shall mean any of the
following acts or circumstances:

         

        (a)           Willful
destruction by the Participant of property of the Plan Sponsor or an Affiliate
having a material value to the Plan Sponsor or such Affiliate;

         

        (b)           fraud,
embezzlement, theft, or comparable dishonest activity committed by the
Participant (excluding acts involving a de minimis dollar value and not related
to the Plan Sponsor or an Affiliate);

         

        (c)           the
Participant’s conviction of or entering a plea of guilty or nolo contendere to
any crime constituting a felony or any misdemeanor involving fraud, dishonesty
or moral turpitude (excluding acts involving a de minimis dollar value and not
related to the Plan Sponsor or an Affiliate);

         

        (d)           the
Participant’s breach, neglect, refusal, or failure to materially discharge the
Participant’s duties (other than due to physical or mental illness) commensurate
with the Participant’s title and function or the Participant’s failure to comply
with the lawful directions of the Board or a senior managing officer of the Plan
Sponsor, or of the Board or a senior managing officer of an Affiliate that
employs the Participant, in any such case that is not cured within fifteen (15)
days after the Participant has received written notice thereof from such Board
or senior managing officer;

         

        (e)           any
willful misconduct by the Participant which may cause substantial economic or
reputation injury to the Plan Sponsor, including, but not limited to, sexual
harassment, or;

         

        (f)           a
willful and knowing material misrepresentation to the Board or a senior managing
officer of the Plan Sponsor or to the Board or a senior managing officer of an
Affiliate that employs the Participant.

         

        1.8           “Claimant” shall mean a person
who believes that he or she is being denied a benefit to which he or she is
entitled hereunder.

         

        1.9           “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time, and the Treasury Regulations
promulgated thereunder.

         

        1.10           “Disability” shall mean a
condition of the Participant whereby he or she either: (i) is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months, or
(ii) is, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income
replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Plan
Sponsor.  Items (i) and (ii) of this Section 1.10 are permitted
provided they are in compliance with the requirements of Treasury Regulations
Section 1.409A-3(g)(4).  A Participant will also be deemed disabled if
determined to be totally disabled by the Social Security Administration or in
accordance with a disability insurance program, provided that the definition of
Disability applied under such disability insurance program complies with the
requirements of Treasury Regulations Section 1.409A-3(g)(4).

         

        1.11           “Effective Date” of the Plan as
amended and restated herein is January 1, 2009.

         

        1.12           “Election Form” shall mean the
form or forms established from time to time by the Plan Administrator on which
the Participant irrevocably elects, prior to the first Plan Year in which it is
earned (except as provided under the special rule for newly Eligible Employees
set forth in Section 2.3 below), his or her Annual Deferral Amount for the
following Plan Year and each of the seven Plan Years thereafter, and the
Participant designates his or her Beneficiary, as required on that form and
under the terms of the Plan.

         

        1.13           “Eligible Employee” shall mean
for any Plan Year (or applicable portion of a Plan Year), a person who is
determined by the Plan Sponsor, or its designee, to be a member of a select
group of management or highly compensated employees of the Plan Sponsor or an
Affiliate, and who is designated by the Plan Sponsor, or its designee, to be an
Eligible Employee under the Plan. If the Plan Sponsor determines that an
individual first becomes an Eligible Employee during a Plan Year, the Plan
Sponsor shall notify the individual of its determination and of the date during
the Plan Year on which the individual shall first become an Eligible
Employee.

         

        1.14           “Enhanced Benefit” shall mean
with respect to the Participants listed on Appendix A attached hereto, the
Participant’s Vested Account balance, multiplied by the Enhancement
Factor.

         

        1.15           “Enhancement Factor” shall mean
the factor listed on Appendix A by which the Vested Account balances for the
Participants listed on Appendix A shall be multiplied.

         

        1.16           “Entry Date” shall mean with
respect to an Eligible Employee, the first day of the pay period following the
date on which the Eligible Employee becomes a Participant.

         

        1.17           “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as it may be amended from time to
time.

         

        1.18           “FICA Amount” shall mean the
Participant’s share of the tax imposed on a Participant’s Base Salary and Plan
Sponsor Contributions, if any, under the Federal Insurance Contributions
Act.

         

        1.19           “Participant” shall mean (A)
any Eligible Employee (i) who is selected to participate in this Plan, (ii) who
elects to participate in this Plan by signing a Participation Agreement, (iii)
who completes and signs certain Election Form(s) required by the Plan
Administrator, and (iv) whose signed Election Form(s) are accepted by the Plan
Administrator or (B) a former Eligible Employee who continues to be entitled to
a benefit under this Plan. A spouse or former spouse of a Participant shall not
be treated as a Participant in this Plan or have an Account balance under this
Plan, even if he or she has an interest in the Participant’s benefits under this
Plan as a result of applicable law or property settlements resulting from legal
separation or marital dissolution or divorce.

         

        1.20           “Participation Agreement” shall
mean the document executed by the Eligible Employee and Plan Administrator
whereby the Eligible Employee agrees to participate in the Plan.

         

        1.21           “Permissible Payment Event”
shall mean one or more of the following events upon which payment may be made to
a Participant or his or her Beneficiary under the terms of the Plan: (i) the
Participant’s Separation from Service, (ii) the Participant’s death, (iii) the
Participant’s Disability, (iv) upon the occurrence of an Unforeseeable
Emergency, or (v) a time or pursuant to a fixed schedule and/or retirement date
specified under the Plan, within the meaning of Treasury Regulations Section
1.409A-3(a).

         

        1.22           “Plan” shall mean The York
Water Company Amended and Restated Deferred Compensation Plan, as set forth
herein and amended from time to time.

         

        1.23           “Plan Administrator” shall be
the Board or its designee. A Participant in the Plan should not serve as a
singular Plan Administrator. If a Participant is part of a group of Participants
designated as a committee or Plan Administrator, then the Participant may not
participate in any activity or decision relating solely to his or her individual
benefits under the Plan; matters solely affecting the applicable Participant
will be resolved by the remaining Plan Administrator members or by the
Board.

         

        1.24           “Plan Sponsor” shall mean The
York Water Company, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania.

         

        1.25           “Plan Sponsor Contribution”
shall mean the amount contributed to a Participant’s Plan Sponsor Contribution
Account pursuant to Section 3.1.

         

        1.26           “Plan Sponsor Contribution
Account” shall mean: (i) the sum of the Participant’s Plan Sponsor
Contribution amounts, plus (ii) amounts credited (net of amounts debited, which
may result in an aggregate negative number) pursuant to Section 3.2.  

         

        1.27           “Plan Year” shall mean the
twelve (12) month period beginning January 1 of each calendar year and
continuing through December 31 of such calendar year.

         

        1.28           “Scheduled Withdrawal Account”
shall mean: (i) the sum of the Participant’s Annual Deferral Amount(s) plus (ii)
the sum of the Participant’s Plan Sponsor Contribution Amount(s) plus (iii)
amounts credited (net of amounts debited, which may result in an aggregate
negative number)[,] less (iv) all
distributions made to, or withdrawals by, the Participant or his or her
Beneficiary, and tax withholding amounts which may have been deducted from the
Scheduled Withdrawal Account(s).

         

        1.29           “Section 409A” shall mean
Section 409A of the Code and the Treasury Regulations or other authoritative
guidance issued under that section.

         

        1.30           “Separation from Service” shall
mean a Participant’s termination of active employment, whether voluntary or
involuntary, other than by death, Disability, or leave of absence with the Plan
Sponsor or Affiliate(s), within the meaning of Section 409A(a)(2)(A)(i) of the
Code, and the Treasury Regulations thereto.

         

        1.31           “Separation From Service
Account” shall mean (i) the sum of the Participant Annual Deferral
Amount(s) plus (ii) amounts credited (net of
amounts debited, which may result in an aggregate negative number) pursuant to
Section 3.2 less (iii) all distributions made to or withdrawals by the
Participant or his or her Beneficiary that relate to the Participant’s
Separation From Service Account, and tax withholdings amounts deducted (if any)
from the Participants’ Separation From Service Account.

         

        1.32           “Specified Employee” shall mean
a key employee (as defined by Section 416(i) of the Code without regard to
paragraph (5) thereof), and as further defined in Treasury Regulations Section
1.409A-(1)(i),) of the Plan Sponsor the stock of which is publicly traded on an
established securities market or otherwise within the meaning of Section
409A(2)(B)(i). Notwithstanding other provisions of this Plan to the contrary,
distributions by the Plan Sponsor to Specified Employees (if any) may not be
made before the date which is six (6) months after the date of Separation from
Service (or, if earlier, the date of death of the Specified Employee) within the
meaning of Treasury Regulations Section 1.409A-3(g)(2). If payments to a
Specified Employee are to be made in installments each installment payment to
which a Specified Employee is entitled upon a Separation from Service will be
delayed by six (6) months. A Participant meeting the definition of Specified
Employee on December 31 or during a 12 month period ending December 31 will be
treated as a Specified Employee for the 12 month period commencing the following
April 1.

         

        1.33           
“Treasury Regulations”
shall mean regulations promulgated by the Internal Revenue Service for the U.S.
Department of the Treasury, either proposed, or permanent, and as may be amended
from time to time.

         

        1.34           “Trust” shall mean one or more
grantor trusts, of which the Plan Sponsor is the grantor, within the meaning of
subpart E, part I, subchapter J, subtitle A of the Code, to pay benefits under
this Plan, that may be established in accordance with the terms of the
Plan.

         

        1.35           “Unforeseeable Emergency” shall
mean a severe financial hardship of the Participant or Beneficiary resulting
from an illness or accident of the Participant or Beneficiary, the Participant
or Beneficiary’s spouse, or the Participant or Beneficiary’s dependent(s) (as
defined in Section 152(a)) of the Code or loss of the Participant or
Beneficiary’s property due to casualty or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant or Beneficiary within the meaning of Section 409A.

         

        1.36           “Vested Account” shall mean a
Participant’s Separation from Service Account balance plus Plan Sponsor
Contribution Account balance vested in accordance with Section 4.1
below.

         

        ARTICLE
2.

         

        Selection, Enrollment,
Eligibility

         

        2.1           Selection
by Plan Sponsor. Participation in this Plan shall be limited to a select
group of management or highly compensated employees of the Plan Sponsor, as
determined by the Plan Sponsor in its sole and absolute discretion. The initial
group of Eligible Employees shall become Participants on the Effective Date of
the Plan. Any individual selected by the Plan Administrator as an Eligible
Employee after the Effective Date, shall become a Participant on the first Entry
Date occurring on or after the date on which he or she becomes an Eligible
Employee, provided that the Eligible Employee meets the enrollment requirements
set forth in Section 2.3 below.

         

        2.2           Re-Employment.  If
a Participant who incurs a Separation from Service with the Plan Sponsor or an
Affiliate is subsequently re-employed, he or she may, at the sole and absolute
discretion of the Plan Administrator, become a Participant in accordance with
the provisions of above Section 2.1.

         

        2.3           Enrollment
Requirements. As a condition to participation in this Plan, each selected
Eligible Employee shall complete, execute, and return to the Plan Administrator
a Participation Agreement and Election Form within the time specified by the
Plan Administrator, but in no event later than thirty (30) days following the
date that an Eligible Employee is first selected by the Plan Sponsor to
participate in the Plan in accordance with Section 2.1 above; provided, however,
that any Base Salary deferral election shall be effective only with regard to
Base Salary earned following submission of the Participation Agreement and
Election Form to the Plan Administrator.  In addition, the Plan
Administrator shall establish such other enrollment requirements as it
determines necessary or advisable. All elections to defer Base Salary with
respect to a Plan Year shall be irrevocable, except as permitted under Section
5.5 below (Unforeseeable Emergency).

         

        2.4           Plan
Aggregation Rules.  This Plan shall constitute an “account
balance plan” as defined in Treasury Regulations Section
31.3121(v)(2)-1(c)(1)(ii)(A).  For purposes of Section 409A, all
amounts deferred by or on behalf of a Participant under this Plan shall be
aggregated with deferred amounts under other “account balance plans” currently
maintained or adopted in the future by the Plan Sponsor, and all amounts shall
be treated as deferred under the rules governing a single plan.

         

        2.5           Termination
of Participation. If the Plan Administrator determines that a Participant
who has not experienced a Separation from Service no longer qualifies as a
member of a select group of management or highly compensated employees or that
such a Participant’s participation in the Plan could jeopardize the status of
this Plan as “unfunded” and “maintained by an employer primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees,” the Plan Administrator shall have the right to terminate
any deferral election the Participant has made for any Plan Year following the
Plan Year in which the Participant is determined by the Plan Administrator to no
longer qualify as a member of a select group of management or highly compensated
employees but only to the extent such termination complies with the requirements
of Section 409A, and/or to prevent the Participant from making future deferral
elections and receiving Plan Sponsor Contribution Amounts under the
Plan.

         

        ARTICLE
3.

         

        Contributions and
Credits

         

        3.1           Plan
Sponsor Discretionary Contributions. The Plan Sponsor may make
discretionary contributions to the Participant’s Plan Sponsor Contribution
Account as it may determine from time to time and may direct that such
contributions be allocated to those Participants that it may select. The amount
so credited to a Participant may be smaller or larger than the amount credited
to any other Participant, and the amount credited to any Participant for a Plan
Year may be zero. No Participant shall have a right to compel the Plan Sponsor
to make a Plan Sponsor discretionary contribution under this Article and no
Participant shall have the right to share in any such contribution for any Plan
Year unless selected by the Plan Sponsor, in its sole and absolute
discretion.

         

        3.2           Account
Earnings.  From time to time, as appropriate, the Plan Sponsor
will also credit the Participant’s Plan Sponsor Contribution Account and the Participant’s Separation from Service
Account with
interest on the existing credit balance at a rate determined at the sole
discretion of the Plan Sponsor, said rate to EQUAL THE DECEMBER 31 RATE OF MOODY’S
AAA CORPORATE BOND YIELD FORECAST for the first Plan Year and for all
subsequent periods unless changed by the Plan Sponsor.

         

        ARTICLE
4.

         

        Vesting and
Taxes

         

        4.1           Vesting
of Benefits.

         

        (a)           A
Participant shall be 100% vested in his or her Plan Sponsor Contribution Account
and any earnings on the Participant’s Annual
Deferral Amounts credited to the Participant’s Separation from Service Account
pursuant to Section 3.2, upon attaining the age
of sixty (60).

         

        (b)           A
Participant shall be 100% vested in his or her Annual Deferral Amounts  credited to the
Participant’s Separation from Service Account (excluding any earnings credited pursuant to Section
3.2) at all times.

         

        (c)           Notwithstanding
Section 4.1(a) above, a Participant shall be 100% vested in his or her Plan
Sponsor Contribution Account and any earnings on
the Participant’s Annual Deferral Amounts credited to the Participant’s
Separation from Service Account pursuant to Section 3.2 if the
Participant’s employment is terminated by reason of his or her death or
Disability.

         

        (d)           In
the event the Participant’s employment is terminated for Cause, no benefits of
any kind will be due or payable under the terms of this Plan from amounts
credited to a Participant’s Plan Sponsor Contribution Account or any earnings on a Participant’s Annual Deferral
Amounts credited to the Participant’s Separation from Service Account pursuant
to Section 3.2, and all rights of the Participant, his or her designated
Beneficiary, executors, or administrators, or any other person, to receive
payments thereof shall be forfeited.  This Section 4.1(d) shall apply to a Participant’s Plan
Sponsor Contribution Account and any earnings on the Participant’s Annual
Deferral Amounts credited to the Participant’s Separation from Service Account
pursuant to Section 3.2 whether or not such amounts are vested pursuant to
Section 4.1(a) above.

         

        4.2           FICA,
Withholding and Other Taxes.

         

        (a)           Plan
Sponsor Contribution Amounts. When a Participant becomes vested in his or
her Plan Sponsor Contribution Amounts, the Plan Sponsor shall withhold from the
Participant’s Base Salary in a manner determined in the sole discretion of the
Plan Sponsor, the FICA Amount and other employment taxes, as applicable, on such
vested Plan Sponsor Contribution Account.

         

        (b)           Distributions.
The Plan Sponsor, or trustee of the Trust, shall withhold from any payments made
to a Participant or Beneficiary under this Plan all federal, state and local
income, employment and other taxes required to be withheld by the Plan Sponsor
that complies with applicable tax withholding requirements.

         

        ARTICLE
5.

         

        Permissible Payment Events,
Changes in Time and Form of Payments, Method of Payments

         

        5.1           Payment
Following Death While Actively Employed.  In the event of the
Participant’s death while actively employed, and
provided that the Plan Sponsor is first provided a valid death
certificate, the Participant’s
Beneficiary shall be paid the higher of (a) $150,000 or (b) the Participant’s
Vested Account balance (including gross up as set forth in Section 5.12 below)
with payment being made in a single lump sum within ninety (90) days following
the date of death of the Participant (without regard to whether the Participant
was a Specified Employee) to the Participant’s Beneficiary.

         

        5.2           Payment
Following a Separation From Service.  A Participant shall be
paid his or her Vested Account balance with payments being made or commencing
within ninety (90) days following the Participant’s Separation from
Service.  Notwithstanding the above, if the Participant is a Specified
Employee, such payment shall instead be made or commence six (6) months after
the Participant’s Separation from Service. If a
Participant Separates from Service prior to attaining age sixty (60), the
Participant’s Vested Account balance shall be paid in a lump
sum.  If a Participant Separates from Service on or after attaining
age sixty (60), the Participant’s Vested Account balance shall be
distributed according to the form of payment set forth in Section 5.6(b)
below.

         

        5.3           Payment
Following Disability. In the event of a Participant’s Disability, the
Participant shall be paid his or her Vested Account balance with payment or
payments being made or commencing within ninety (90) days following the
determination of a Participant’s Disability.  Amounts shall be
distributed according to the form of payment set forth in Section 5.6(b)
below.

         

        5.4           Payment
Following Death After Receiving Payments. In the event of the
Participant’s death after he or she begins receiving payments pursuant to the
terms of the Plan, and provided that the Plan
Sponsor is first provided a valid death certificate, the Participant’s designated Beneficiary shall
be paid the Participant’s remaining Vested Account balance in a single lump sum
within ninety (90) days following the date of death of the Participant (without
regard to whether the Participant was treated as a Specified
Employee).

         

        5.5           Payment
in the Event of an Unforeseeable Emergency. If the Participant
experiences an Unforeseeable Emergency, the Participant may petition the Plan
Administrator for payment of an amount that shall not exceed the lesser of: (i)
the Participant’s vested Account(s), or (ii) the amount reasonably needed to
satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the payment. A Participant may not receive
such a payment to the extent that the Unforeseeable Emergency is or may be
relieved: (i) through reimbursement or compensation by insurance or otherwise,
or (ii) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship. If
the Plan Administrator approves a Participant’s petition for a payment then the
Participant shall receive said payment, in lump sum,  as soon as
administratively feasible after such approval.

         

        5.6           Method of
Payments.

         

        (a)           Cash.
All distributions under the Plan made under the Plan shall be made in
cash.

         

        (b)           Form of
Payment. Upon the occurrence of a Permissible Payment Event, the
Account(s) shall be calculated as of the date of said event. Installment
payments made after the first payment shall be paid on or about the applicable
modal anniversary of the first payment date until all required installments have
been paid.  Except as otherwise stated in Sections 5.1, 5.2, 5.4 and
5.5 above, which provide for lump sum payments, the amount of each payment shall
be determined in accordance with Section 5.12 below. Lump sum payment may not be
elected by the Participant.

         

        (c)           Lump Sum
Payment of Minimum Account Balances. Notwithstanding anything else
contained herein to the contrary, if the Vested Account balance for a
Participant at the due date of the first installment is ten thousand dollars
($10,000.00) or less, payment of the Account(s) shall be made instead in a lump
sum on the due date of the first installment, and no installment payments shall
be available.

         

        5.7           No
Accelerations. Notwithstanding anything in this Plan to the contrary, no
change submitted on a Participant Election Form shall be accepted by the Plan
Sponsor.  The Plan Sponsor may, however, accelerate certain
distributions under the Plan to the extent permitted under Section 409A as
follows:

         

        (a)           Domestic
Relations Order. The Plan will permit direct payment of a Participant’s
Vested Account balance to an individual other than a Participant as necessary to
fulfill a domestic relations order, as defined in Section 414(p)(1)(B) of the
Code.

         

        (b)           Conflicts
of Interest. The Plan will permit such acceleration of the time or
schedule of payment under the Plan as may be necessary to comply with a
certificate of divesture.

         

        (c)           De
Minimis and Specified Amounts. The Plan will permit the acceleration of
the time or schedule of payment to a Participant, provided that (i) the payment
accompanies the termination in the entirety of the Participant’s interest in the
Plan; (ii) the payment is made on or before the later of: (A) December 31 of the
Plan Year in which occurs the Participant’s Separation from Service from the
Plan Sponsor, or (B) the date is 2 1⁄2 months after the Participant’s Separation
from Service from the Plan Sponsor; and (iii) the payment is not greater than
$10,000.

         

        (d)           Payment
of Employment Taxes. The Plan will permit the acceleration of the time or
schedule of a payment to pay the FICA Amount. Additionally, the Plan will permit
the acceleration of the time or schedule of a payment to pay the income tax on
wages imposed as a result of the payment of the FICA amount, and to pay the
additional income tax on wages attributable to the pyramiding wages and taxes.
However, the total payment under this acceleration provision will not exceed the
aggregate of the FICA Amount, and the income tax withholding related to such
FICA Amount in accordance with the requirement of Treasury Regulations Section
1.409A-3(j)(4)(vi).

         

        (e)           Payment
upon Income Inclusion under Section 409A.  The Plan will permit
the acceleration of the time or schedule of a payment to a Participant at any
time the Plan fails to meet the requirements of Section 409A.  Such
Payment may not exceed the amount required to be included in income as a result
of the failure to comply with the requirements of Section 409A.

         

        5.8           Unsecured
General Creditor Status of Participant.

         

        (a)           Payment
to the Participant or any Beneficiary hereunder shall be made from assets which
shall continue, for all purposes, to be part of the general, unrestricted assets
of the Plan Sponsor and no person shall have any interest in any such asset by
virtue of any provision of this Plan. The Plan Sponsor’s obligation hereunder
shall be an unfunded and unsecured promise to pay money in the
future.  To the extent that any person acquires a right to receive
payments from the Plan Sponsor under the provisions hereof, such right shall be
no greater than the right of any unsecured general creditor of the Plan Sponsor
and no such person shall have or acquire any legal or equitable right, interest
or claim in or to any property or assets of the Plan Sponsor.

         

        (b)           In
the event that the Plan Sponsor purchases an insurance policy or policies
insuring the life of a Participant or employee, to allow the Plan Sponsor to
recover or meet the cost of providing benefits, in whole or in part, hereunder,
no Participant or Beneficiary shall have any rights whatsoever in said policy or
the proceeds there from. The Plan Sponsor, or Trustee, shall be the primary
owner and beneficiary of any such insurance policy or property and shall possess
and may exercise all incidents of ownership therein.

         

        (c)           In
the event that the Plan Sponsor purchases an insurance policy or policies on the
life of a Participant as provided for above, then all of such policies shall be
subject to the claims of the creditors of the Plan Sponsor.

         

        (d)           If
the Plan Sponsor chooses to obtain insurance on the life of a Participant in
connection with its obligations under this Plan, the Participant hereby agrees
to take such physical examinations and to truthfully and completely supply such
information as may be required by the Plan Sponsor or the insurance company
designated by the Plan Sponsor.

         

        5.9           Facility
of Payment.  If a distribution is to be made to a minor, or to
a person who is otherwise incompetent, then the Plan Administrator may make such
distribution: (i) to the legal guardian, or if none, to a parent of a minor
payee with whom the payee maintains his or her residence, or (ii) to the
conservator or administrator or, if none, to the person having custody of an
incompetent payee. Any such distribution shall fully discharge the Plan Sponsor
and the Plan Administrator from further liability on account
thereof.

         

        5.10           Excise
Tax Limitation:  In the event that any payment or benefit
(within the meaning of Section 280G(b)(2) of the Code) to the Participant or for
the Participant’s benefit paid or payable or distributed or distributable
(including, but not limited to, the acceleration of the time for the vesting or
payment of such benefit or payment) pursuant to the terms of this Plan or
otherwise in connection with, or arising out of, the Participant’s employment
with the Plan Sponsor or any of its Affiliates or a Change of Control within the
meaning of Section 280G of the Code (a “Payment” or “Payments”), would be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then the Payments shall be reduced (but not below zero) but only to the
extent necessary that no portion thereof shall be subject to the Excise Tax (the
“Section 4999 Limit”).  The Payments shall be reduced on a
nondiscretionary basis in such a way as to minimize the reduction in the
economic value deliverable to the Participant.  Where more than one
payment has the same value for this purpose and they are payable at different
times they will be reduced on a pro rata basis.

         

        5.11           Delay in
Payment by Plan Sponsor.  In the case of payments by the Plan
Sponsor to a Participant or Participant’s Beneficiary, the deduction for which
would be limited or eliminated by the application of Section 162(m) of the Code,
payments that would otherwise violate securities laws, or payments that would
violate loan covenants or other contractual terms to which the Participant is a
party, and where such a violation would result in material harm to the Plan
Sponsor, said payments may be delayed.  In the case of deduction
limitations imposed by Section 162(m) of the Code, payment will be deferred
until the earlier of (i) a date in the first year in which the Plan Sponsor
reasonably anticipates that a payment of such amount would not result in a
limitation under 162(m) or (ii) the year in which the Participant Separates from
Service.  Payments delayed for other permissible reasons must be made
in the first calendar year in which the Plan Sponsor reasonably anticipates that
the payment would not violate the loan contractual terms, the violation would
not result in material harm to the Plan Sponsor, or the payment would not result
in a violation of Federal securities law or other applicable laws.

         

        5.12           Permissible
Payment Event Calculation. The Plan Sponsor agrees that in determining
the benefits payable under Articles 5.1 through 5.5 above, that the amount of
each monthly payment actually made to the Participant or his or her Beneficiary
will be determined by dividing his or her Scheduled Withdrawal Account balance
(or Enhanced Benefit described in Section 5.13 below) prior to the first payment
by 120 and then increasing the amount by the amount of federal and state income
tax saved by the Plan Sponsor (if any) when making each payment.  The
savings will be calculated based on the marginal federal and state income tax
bracket for the Plan Sponsor.

         

        
          	
                   
      

                	
                  Example:

                	
                  Scheduled
      Withdrawal Account Value at age 65 = $100,000.00.  Corporate
      Marginal Tax Rate is 0.4059.

                


        

        
          	
                   
      

                	
                  Step
      1:

                	
                  Determine
      Tax Savings Multiplier (1 minus Tax Bracket %, or 1-.4059 =
      .5941)

                


        

        
          	
                   
      

                	
                  Step
      2:

                	
                  Calculate
      Actual Benefit To Be Paid (Divide Account Value by the Tax Savings
      Multiplier, or $100,000 divided by .5941 =
  $168,321.84)

                


        

        
          	
                   
      

                	
                  Step
      3:

                	
                  Actual
      Benefit to be paid each year: $168,321.84/10 years
    =$16,832.28

                


        

        
          	
                   
      

                	
                  Step
      4:

                	
                  Actual
      Benefit to be paid each month: $168,321.84/120 =
  $1,402.68

                


        

         

        5.13           Enhanced
Benefit.  Notwithstanding anything to the contrary in this
Article 5, Participants listed on Appendix A shall be entitled to the Enhanced
Benefit, which shall be payable at the time and in the forms indicated in
Sections 5.1 through 5.7, and Section 5.12, as applicable.

         

        ARTICLE
6.

         

        Beneficiary
Designation

         

        6.1           Designation
of Beneficiaries.

         

        (a)           Each
Participant may designate any person or persons (who may be named contingently
or successively) to receive any benefits payable under the Plan upon the
Participant’s death, and the designation may be changed from time to time by the
Participant by filing a new designation. Each designation will revoke all prior
designations by the same Participant, shall be in the form prescribed by the
Plan Administrator, and shall be effective only when filed in writing with the
Plan Administrator during the Participant’s lifetime.

         

        (b)           In
the absence of a valid Beneficiary designation, or if, at the time any benefit
payment is due to a Beneficiary, there is no living Beneficiary validly named by
the Participant, the Plan Sponsor shall pay the benefit payment to the
Participant’s spouse, if then living, and if the spouse is not then living to
the Participant’s then living descendants, if any, per stirpes, and if there are
no living descendants, to the Participant’s estate. In determining the existence
or identity of anyone entitled to a benefit payment, the Plan Sponsor may rely
conclusively upon information supplied by the Participant’s personal
representative, executor or administrator.

         

        (c)           If
a question arises as to the existence or identity of anyone entitled to receive
a death benefit payment under the Plan, or if a dispute arises with respect to
any death benefit payment under the Plan, the Plan Sponsor may distribute the
payment to the Participant’s estate without liability for any tax or other
consequences, or may take any other action which the Plan Sponsor deems to be
appropriate.

         

        6.2           Information
to be Furnished by Participants and Beneficiaries; Inability to Locate
Participants or Beneficiaries. Any communication, statement or notice
addressed to a Participant or to a Beneficiary at his or her last post office
address as shown on the Plan Sponsor’s records shall be binding on the
Participant or Beneficiary for all purposes of this Plan. The Plan Sponsor shall
not be obligated to search for any Participant or Beneficiary beyond the sending
of a registered letter to the last known address.

         

        ARTICLE
7.

         

        Termination, Amendment or
Modification

         

        7.1           Plan
Termination.  The Plan Sponsor reserves the right to terminate
the Plan in accordance with one of the following, subject to the restrictions
imposed by Section 409A:

         

        (a)           Corporate
Dissolution or Bankruptcy. Distributions will be made if the Plan is
terminated within twelve (12) months of a corporate dissolution taxed under
Section 331 of the Code, or with the approval of a bankruptcy court pursuant to
11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the
Plan are included in the Participant’s gross income in the latest
of:

         

        (i)           The
calendar year in which the Plan termination occurs;

         

        (ii)           The
calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or

         

        (iii)           The
first calendar year in which the payment is administratively
practicable.

         

        (b)           Discretionary
Termination. The Plan Sponsor may also terminate the Plan and make
distributions provided that:

         

        (i)           All
plans sponsored by the Plan Sponsor that would be aggregated with any terminated
arrangements under Treasury Regulations Section 1.409A-1(c) are
terminated;

         

        (ii)           No
payments other than payments that would be payable under the terms of the Plan
if the termination had not occurred are made within twelve (12) months of the
Plan termination;

         

        (iii)           All
payments are made within twenty-four (24) months of the Plan
termination;

         

        (iv)           Termination
of the Plan does not occur proximate to a downturn in the financial health of
the Plan Sponsor; and

         

        (v)           The
Plan Sponsor does not adopt a new plan that would be aggregated with any
terminated plan if the same Participant participated in both arrangements, at
any time within three (3) years following the date of termination of the
Plan.

         

        The Plan
Sponsor also reserves the right to suspend the operation of the Plan for a fixed
or indeterminate period of time.

         

        (c)           [Change
in Control.  The Plan Sponsor may also terminate the Plan and make
distributions provided that:

         

        (i)           All
plans sponsored by the Plan Sponsor that would be aggregated with any terminated
arrangements under Treasury Regulations Section 1.409A-1(c) are liquidated and
terminated;

         

        (ii)           The
Plan is terminated within thirty (30) days preceding or twelve (12) months
following a change in control that constitutes a “change in control event”
within the meaning of such term under Treasury Regulations Section
1.409A-3(i)(5); and

         

        (iii)           Participants
receive all amounts of deferred compensation from the plans identified in
Section 7.1(c)(i) above within twelve (12) months of the date the Plan Sponsor
takes all steps to terminate and liquidate the plans identified in Section
7.1(c)(i) above.]

         

        7.2           Amendment.  The
Plan Sponsor may, at any time, amend or modify this Plan in whole or in part;
provided, however, that, except to the extent necessary to bring the Plan into
compliance with Section 409A: (i) no amendment or modification shall be
effective to decrease the value or vested percentage of a Participant’s
Account(s), in existence at the time an amendment or modification is made, and
(ii) no amendment or modification shall materially and adversely affect the
Participant’s rights to be credited with additional amounts on such Account(s),
or otherwise materially and adversely affect the Participant’s rights with
respect to such Account(s). The amendment or modification of this Plan shall
have no effect on any Participant or Beneficiary who has become entitled to the
payment of benefits under this Plan as of the date of the amendment or
modification.

         

        ARTICLE
8.

         

        Administration

         

        8.1           Plan
Administrator Duties.  The Plan Administrator shall be
responsible for the management, operation and administration of the Plan. The
Plan Administrator shall act at meetings by affirmative vote of a majority of
its members. Any action permitted to be taken at a meeting may be taken without
a meeting if, prior to such action, a unanimous written consent to the action is
signed by all members and such written consent is filed with the minutes of the
proceedings of the Plan Administrator. A member shall not vote or act upon any
matter which relates solely to himself or herself as a Participant. The Chair or
any other member or members of the Plan Administrator designated by the Chair
may execute any certificate or other written direction on behalf of the Plan
Administrator. When making a determination or calculation, the Plan
Administrator shall be entitled to rely on information furnished by a
Participant or the Plan Sponsor. No provision of this Plan shall be construed as
imposing on the Plan Administrator any fiduciary duty under ERISA or other law,
or any duty similar to any fiduciary duty under ERISA or other law.

         

        8.2           Plan
Administrator Authority.  The Plan Administrator shall enforce
this Plan in accordance with its terms, shall be charged with the general
administration of this Plan, and shall have all powers necessary to accomplish
its purposes, including, but not by way of limitation, the
following:

         

        (a)           To
construe and interpret the terms and provisions of this Plan;

         

        (b)           To
compute and certify the amount and kind of benefits payable to Participants and
their Beneficiaries; to determine the time and manner in which such benefits are
paid; and to determine the amount of any withholding taxes to be
deducted;

         

        (c)           To
maintain all records that may be necessary for the administration of this
Plan;

         

        (d)           To
provide for the disclosure of all information and the filing or provision of all
reports and statements to Participants, Beneficiaries or governmental agencies
as shall be required by law;

         

        (e)           To
make and publish such rules for the regulation of this Plan and procedures for
the administration of this Plan as are not inconsistent with the terms
hereof;

         

        (f)           To
administer this Plan’s claims procedures;

         

        (g)           To
approve election forms and procedures for use under this Plan; and

         

        (h)           To
appoint a plan record keeper or any other agent, and to delegate to them such
powers and duties in connection with the administration of this Plan as the Plan
Administrator may from time to time prescribe.

         

        8.3           Binding
Effect of Decision. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of this Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in this Plan.

         

        8.4           Compensation,
Expenses and Indemnity. The Plan Administrator shall serve without
compensation for services rendered hereunder. The Plan Administrator is
authorized at the expense of the Plan Sponsor to employ such legal counsel
and/or Plan record keeper as it may deem advisable to assist in the performance
of its duties hereunder. Expense and fees in connection with the administration
of this Plan shall be paid by the Plan Sponsor.

         

        8.5           Plan
Sponsor Information. To enable the Plan Administrator to perform its
functions, the Plan Sponsor shall supply full and timely information to the Plan
Administrator, on all matters relating to the Base Salary of its Participants,
the date and circumstances of the Disability, death, or Separation from Service
of its employees who are Participants, and such other pertinent information as
the Plan Administrator may reasonably require.

         

        8.6           Periodic
Statements. Under procedures established by the Plan Administrator, a
Participant shall be provided a statement of account on an annual basis (or more
frequently as the Plan Administrator shall determine) with respect to such
Participant’s Accounts.

         

        ARTICLE
9.

         

        Claims
Procedures

         

        9.1           Claims
Procedure. This Article is based on final regulations issued by the
Department of Labor and published in the Federal Register on November 21, 2000
and codified in Section 2560.503-1 of the Department of Labor Regulations. If
any provision of this Article conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.

         

        (a)           Claim.
A Participant or Beneficiary (hereinafter referred to as a “Claimant”) who
believes he or she is entitled to any Plan benefit under this Plan may file a
claim with the Plan Administrator. The Plan Administrator shall review the claim
itself or appoint an individual or entity to review the claim.

         

        (b)           Claim
Decision. The Claimant shall be notified within ninety (90) days after
the claim is filed whether the claim is allowed or denied (forty-five (45) days
in the case of a claim involving Disability benefits), unless, for claims not
involving Disability benefits, the Claimant receives written notice from the
Plan Administrator or appointee of the Plan Administrator prior to the end of
the ninety (90) day period stating that special circumstances require an
extension of the time for decision. Such extension is not to extend beyond the
day which is one hundred eighty (180) days after the day the claim is
filed.  In the case of a claim involving Disability benefits, the Plan
Administrator will notify the Claimant within the initial forty-five (45) day
period that the Plan Administrator needs up to an additional thirty (30) days to
review the Claimant’s claim.  If the Plan Administrator determines
that the additional thirty (30) day period is not sufficient and that additional
time is necessary to review the Claimant’s claim for Disability benefits, the
Plan Administrator may notify the Claimant of an additional thirty (30) day
extension.  If the Plan Administrator denies the claim, it must
provide to the Claimant, in writing or by electronic communication:

         

        (i)           The
specific reasons for such denial;

         

        (ii)           Specific
reference to pertinent provisions of this Plan on which such denial is
based;

         

        (iii)           A
description of any additional material or information necessary for the Claimant
to perfect his or her claim and an explanation why such material or such
information is necessary;

         

        (iv)           In
the case of any claim involving Disability benefits, a copy of any internal
rule, guideline, protocol, or other similar criterion relied upon in making the
initial determination or a statement that such a rule, guideline, protocol, or
other criterion was relied upon in making the determination and that a copy of
such rule will be provided to the Claimant free of charge at the Claimant’s
request; and

         

        (v)           A
description of the Plan’s appeal procedures and the time limits applicable to
such procedures, including a statement of the Claimant’s right to bring a civil
action under Section 502(a) of ERISA following a denial of the appeal of the
denial of the benefits claim.

         

        (c)           Review
Procedures.  A request for review of a denied claim must be
made in writing to the Plan Administrator within sixty (60) days after receiving
notice of denial (one hundred eighty (180) days in the case of a claim involving
Disability benefits). The decision upon review will be made within sixty (60)
days after the Plan Administrator’s receipt of a request for review (forty-five
(45) days in the case of a claim involving Disability benefits), unless special
circumstances require an extension of time for processing, in which case a
decision will be rendered not later than one hundred twenty (120) days after
receipt of a request for review (ninety (90) days in the case of a claim for
Disability benefits). A notice of such an extension must be provided to the
Claimant within the initial sixty (60) day period (the initial forty-five (45)
day period in the case of a claim for Disability benefits) and must explain the
special circumstances and provide an expected date of decision.  The
reviewer shall afford the Claimant an opportunity to review and receive, without
charge, all relevant documents, information and records and to submit issues and
comments in writing to the Plan Administrator. The reviewer shall take into
account all comments, documents, records and other information submitted by the
Claimant relating to the claim regardless of whether the information was
submitted or considered in the benefit determination.  Upon completion
of its review of an adverse initial claim determination, the Plan Administrator
will give the Claimant, in writing or by electronic notification, a notice
containing:

         

        (i)           its
decision;

         

        (ii)           the
specific reasons for the decision;

         

        (iii)           the
relevant Plan provisions on which its decision is based;

         

        (iv)           a
statement that the Claimant is entitled to receive, upon request and without
charge, reasonable access to, and copies of, all documents, records and other
information in the Plan’s files which is relevant to the Claimant’s claim for
benefit;

         

        (v)           a
statement describing the Claimant’s right to bring an action for judicial review
under Section 502(a) of ERISA; and

         

        (vi)           In
the case of any claim involving Disability benefits, a copy of any internal
rule, guideline, protocol, or other similar criterion that was relied upon in
making the adverse determination on review or a statement that a copy of the
rule, guideline, protocol or other similar criterion was relied upon in making
the adverse determination on review and that a copy of such rule, guideline,
protocol, or similar criterion will be provided without charge to the Claimant
upon request.

         

        Unless a
Claimant voluntarily avails himself or herself of the procedures set forth in
Section 9.2 below, all interpretations, determinations and decisions of the Plan
Administrator in respect of any claim shall be made in its sole discretion based
on the applicable Plan documents and shall be final, conclusive and binding on
all parties.

         

        (d)           Calculation
of Time Periods. For purposes of the time periods specified in this
Article, the period of time during which a benefit determination is required to
be made begins at the time a claim is filed in accordance with the Plan
procedures without regard to whether all the information necessary to make a
decision accompanies the claim. If a period of time is extended due to a
Claimant’s failure to submit all information necessary, the period for making
the determination shall be tolled from the date the notification is sent to the
Claimant until the date the Claimant responds.

         

        (e)           Failure
of Plan to Follow Procedures. If the Plan fails to follow the claims
procedure required by this Article, a Claimant shall be entitled to pursue any
available remedy under Section 502(a) of ERISA on the basis that the Plan has
failed to provide reasonable claims procedure that would yield a decision on the
merits of the claim.

         

        (f)           Failure
of Claimant to Follow Procedures. A Claimant’s compliance with the
foregoing provisions of this Article is a mandatory prerequisite to the
Claimant’s right to commence any legal action with respect to any claim for
benefits under the Plan.

         

        9.2           Arbitration
of Claims.  Instead of pursuing his or her claim in court, a
Participant may voluntarily agree that all claims or controversies arising out
of or in connection with this Plan shall, subject to the initial review provided
for in the foregoing provisions of this Article, be resolved through arbitration
as provided in this Article. Except as otherwise provided or by mutual agreement
of the parties, any arbitration shall be administered under and by the Judicial
Arbitration & Mediation Services, Inc. (“JAMS”), in accordance with the JAMS
procedure then in effect. The arbitration shall be held in the JAMS office
nearest to where the Claimant is or was last employed by the Plan Sponsor or at
a mutually agreeable location. The prevailing party in the arbitration shall
have the right to recover its reasonable attorney’s fees, disbursements and
costs of the arbitration (including enforcement of the arbitration decision),
subject to any contrary determination by the arbitrator.  If the
Claimant voluntarily avails himself or herself of the procedures set forth in
this Section 9.2, all determinations of the arbitrators in respect of any claim
shall be final, conclusive and binding on all parties.

         

        ARTICLE
10.

         

        The
Trust

         

        10.1           Establishment
of Trust.  The Plan Sponsor may establish a Trust. If the Plan
Sponsor establishes a Trust, all benefits payable under this Plan to a
Participant shall be paid directly by the Plan Sponsor from the Trust. To the
extent such benefits are not paid from the Trust, the benefits shall be paid
from the general assets of the Plan Sponsor.  The Trust, if any, shall
be an irrevocable grantor trust which conforms to the terms of the model trust
as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33.  If the
Plan Sponsor establishes a Trust, the assets of the Trust will be subject to the
claims of the Plan Sponsor’s creditors in the event of its insolvency. Except as
may otherwise be provided under the Trust, the Plan Sponsor shall not be
obligated to set aside, earmark or escrow any funds or other assets to satisfy
its obligations under this Plan, and the Participant and/or his or her
designated Beneficiaries shall not have any property interest in any specific
assets of the Plan Sponsor other than the unsecured right to receive payments
from the Plan Sponsor, as provided in this Plan.

         

        10.2           Interrelationship
of the Plan and the Trust.  The provisions of the Plan shall
govern the rights of a Participant to receive distributions pursuant to the
Plan.  The provisions of the Trust (if established) shall govern the
rights of the Participant and the creditors of the Plan Sponsor to the assets
transferred to the Trust. Each shall at all times remain liable to carry out its
obligations under the Plan.  The Plan Sponsor’s obligations under the
Plan may be satisfied with Trust assets distributed pursuant to the terms of the
Trust.

         

        10.3           Contribution
to the Trust.  Amounts may be contributed by the Plan Sponsor
to the Trust at the sole discretion of the Plan Sponsor.

         

        ARTICLE
11.

         

        Miscellaneous

         

        11.1           Validity.  In
case any provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had
never been inserted herein. To the extent any provision of the Plan is
determined by the Plan Administrator (acting in good faith), the Internal
Revenue Service, the United States Department of the Treasury or a court of
competent jurisdiction to fail to comply with Section 409A with respect to any
Participant or Participants, such provision shall have no force or effect with
respect to such Participant or Participants.

         

        11.2           Nonassignability.
Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate, alienate or convey in advance of actual receipt, the
amounts, if any, payable hereunder, or any part hereof, which are, and all
rights to which are expressly declared to be, unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment (except to the extent the Plan Sponsor may be
required to garnish amounts from payments due under this Plan pursuant to
applicable law) or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participants’ or any other
persons’ bankruptcy or insolvency or be transferable to a spouse as a result of
a property settlement or otherwise. If any Participant, Beneficiary or successor
in interest is adjudicated bankrupt or purports to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber transfer,
hypothecate, alienate or convey in advance of actual receipt, the amount, if
any, payable hereunder, or any part thereof, the Plan Administrator, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Plan Administrator shall direct.

         

        11.3           Not a
Contract of Employment. The terms and conditions of this Plan shall not
be deemed to constitute a contract of employment between the Plan Sponsor and
the Participant. Nothing in this Plan shall be deemed to give a Participant the
right to be retained in the service of the Plan Sponsor as an employee or to
interfere with the right of the Plan Sponsor to discipline or discharge the
Participant at any time.

         

        11.4           Governing
Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the Commonwealth of Pennsylvania,
without regard to its conflicts of laws principles.

         

        11.5           Notice.
Any notice, consent or demand required or permitted to be given under the
provisions of this Plan shall be in writing and shall be signed by the party
giving or making the same. If such notice, consent or demand is mailed, it shall
be sent by United States certified mail, postage prepaid, addressed to the
addressee’s last known address as shown on the records of the Plan Sponsor. The
date of such mailing shall be deemed the date of notice consent or
demand.  Any person may change the address to which notice is to be
sent by giving notice of the change of address in the manner
aforesaid.

         

        11.6           Coordination
with Other Benefits.  The benefits provided for a Participant
and Participant’s Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program for
Employees of the Plan Sponsor. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.

         

        11.7           Compliance.  A
Participant shall have no right to receive payment with respect to the
Participant’s Account balance until all legal and contractual obligations of the
Plan Sponsor relating to establishment of the Plan and the making of such
payments shall have been complied with in full.

         

        11.8           Successor
Company.  The Plan will be continued after a sale of assets of
the Plan Sponsor, or a merger or consolidation of the Plan Sponsor into another
corporation or entity.

         

        11.9           Section
409A Compliance. The Plan is intended to comply with the applicable
requirements of Section 409A, and shall be administered in accordance with
Section 409A to the extent Section 409A applies to the
Plan.  Notwithstanding anything in the Plan to the contrary,
distributions from the Plan may only be made in a manner, and upon an event,
permitted by Section 409A.  If a payment is not made by the designated
payment date under the Plan, the payment shall be made by December 31 of the
calendar year in which the designated payment date occurs.  Each
installment payment shall be treated as a separate payment for purposes of
Section 409A.  To the extent that any provision of the Plan would
cause a conflict with the applicable requirements of Section 409A, or would
cause the administration of the Plan to fail to satisfy the applicable
requirements of Section 409A, such provision shall be deemed null and
void.  In no event shall a Participant, directly or indirectly,
designate the calendar year of payment.  Notwithstanding anything in
the Plan to the contrary, this Plan may be amended by the Plan Sponsor at any
time, retroactively if required, to the extent required to conform the Plan to
Section 409A.  No election made by a Participant hereunder, and no
change made by a Participant to a previous election shall be accepted by the
Plan Sponsor if the Plan Sponsor determines that acceptance of such election or
change could violate any of the requirements of Section 409A, resulting in early
taxation and penalties.

         

        [Signature
Page Follows]

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the Plan
Sponsor has signed this Plan document as of ____________________________,
20___.

       

      
        	
                ATTEST/WITNESS

              	 
      	
                For:  Participant

              
	 
      	 
      	 
      
	
                (Signature)

              	 
      	
                (Signature)

              
	 
      	 
      	 
      
	
                (Print
      Name)

              	 
      	
                (Print
      Name)

              
	 
      	 
      	 
      
	 
      	 
      	
                (Title)

              
	 
      	 
      	 
      
	 
      	 
      	
                (Date)

              
	 
      	 
      	 
      
	
                ATTEST/WITNESS

              	 
      	
                For:  The
      York Water Company

              
	 
      	 
      	 
      
	
                (Signature)

              	 
      	
                (Signature)

              
	 
      	 
      	 
      
	
                (Print
      Name)

              	 
      	
                (Print
      Name)

              
	 
      	 
      	 
      
	 
      	 
      	
                (Title)

              
	 
      	 
      	 
      
	 
      	 
      	
                (Date)

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      APPENDIX
A

       

      
        	
                Employee

              	
                Enhancement Factor

              
	 
      	 
      
	
                Jeffrey
      Hines

              	
                1.110

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      PLAN ENROLLMENT
KIT

       

      for
the

       

      The
York Water Company

       

      Deferred
Compensation Plan

       

      Contents:

       

      Participant
Data

       

      Participation
Agreement

       

      Plan Year
Initial Enrollment Form

       

      
        


         

        


      

      
        PLEASE
COMPLETE EACH FORM INCLUDED IN THIS KIT.  PLEASE PRINT IN
INK.  UPON COMPLETION OF THIS PLAN ENROLLMENT KIT, PLEASE REVIEW TO
ENSURE THAT EACH FORM IS COMPLETELY FILLED OUT AND THAT YOU HAVE SIGNED WHERE
APPLICABLE.

         

        


      

      
        RETURN
ALL FORMS TO YOUR PLAN ADMINISTRATOR

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        


         

        


      

      The
York Water Company

       

      Deferred
Compensation Plan

       

      
        	
                PARTICIPANT
      DATA

              


      

      


       

      INSTRUCTIONS:  Please complete
all information below.

       

      (Please
print)

       

      
        	 
      
	 
      
	
                Last
      Name

              	
                First
      Name

              	
                Middle
      Initial

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Address

              	
                City

              	
                State

              	
                Zip
      Code

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Date
      of Birth (mm/dd/yyyy)

              	 
      	
                Date
      of Hire (mm/dd/yyyy)

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
York Water Company

       

      “AMENDED
AND RESTATED DEFERRED COMPENSATION PLAN”

       

      
        	
                PARTICIPATION
      AGREEMENT

              	 
      	 
      
	
                (Please
      print)

              
	 
      
	
                Last
      Name

              	
                First
      Name

              	
                Middle
      Initial

              
	 
      	 
      	 
      


      

      The
Plan Sponsor and the Plan Administrator designate the above named Eligible
Employee as a Plan Participant. All capitalized terms used herein are defined in
the The York Water Company Amended and Restated Deferred Compensation
Plan.

       

      In
consideration of his or her designation as a Participant, the undersigned
Eligible Employee hereby agrees and acknowledges as follows:

       

      
        	
                1.

              	
                I have received a copy
      of The York Water Company Amended and Restated Deferred Compensation Plan,
      as currently in effect.

              


      

       

      
        	
                2.

              	
                I agree to be bound by
      all of the terms and conditions of the Plan, including the determinations
      of the Plan Administrator, and to perform any and all acts required by me
      hereunder.

              


      

       

      
        	
                3.

              	
                I have the right to
      designate the Beneficiary or Beneficiaries, and thereafter to change the
      Beneficiary or Beneficiaries, of any death benefit payable under the Plan,
      by completing and delivering to the Plan Administrator a form designating
      his or her Beneficiary.

              


      

       

      
        	
                4.

              	
                I understand that the
      Plan may have to be amended to comply with Section 409A, and I hereby
      agree to execute any documents necessary to make such
      amendments.

              


      

       

      
        	
                5.

              	
                I understand that my
      participation in the Plan can have tax and financial consequences for my
      Beneficiaries and me. I have had the opportunity to consult with my own
      tax, financial and legal advisors before deciding to participate in the
      Plan.

              


      

       

      
        	
                6.

              	
                I understand that my
      Plan benefits are subject to the claims of my Plan Sponsor’s creditors
      should my Plan Sponsor become bankrupt or
  insolvent.

              


      

       

      
        	
                7.

              	
                I understand that the
      Plan Sponsor Contributions (if any) shall vest based on Article 4.1 of the
      Plan.

              


      

       

      
        	
                8.

              	
                I understand that the
      Plan Agreement and any accompanying forms shall be interpreted in
      accordance with, and incorporate the terms and conditions required by
      Section 409A. I further understand that the Plan Administrator may, in its
      discretion, adopt such amendments to the Plan and any accompanying forms
      or adopt other policies and procedures (including amendments, policies and
      procedures with retroactive effect), or take any other actions, as the
      Plan Administrator determines are necessary or appropriate to comply with
      the requirements of Section 409A. Finally, I understand that the time or
      form of distributions that I may be allowed to elect (if any) may not be
      accelerated except as otherwise permitted by Section
  409A.

              


      

       

      
        	
                AGREED
      AND ACCEPTED BY THE PARTICIPANT

              
	 
      	 
      
	
                Signature
      of Participant

              	
                Date

              
	
                AGREED
      AND ACCEPTED BY THE PLAN SPONSOR

              
	 
      	 
      
	
                For
      the Plan Sponsor

              	
                Date

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
York Water Company

       

      Deferred
Compensation Plan

       

      
        	
                ENROLLMENT
      FORM

              


      

      (Please
print)

       

      
        	 
      
	 
      
	
                Last
      Name

              	
                First
      Name

              	
                Middle
      Initial

              
	 
      	 
      	 
      
	
                SECTION
      I:  DEFERRAL ELECTIONS

              	 
      	 
      


      

       

      I
hereby elect to defer my Base Salary as indicated below. I understand that this
deferral election is subject to all of the applicable terms of the Plan,
including the requirement that I may not change my election once made for the
current Plan Year.  I further understand that I am obligated to
continue this deduction for eight (8) years.  All capitalized terms
used herein are defined in the The York Water Company Amended and Restated
Deferred Compensation Plan, unless otherwise indicated by the
context.

       

       ̈           I elect to defer
Base Salary for the period indicate above.

       

      Base
Salary deferral: _______% (2.5.% ______ OR 5.0% _______)

       

      
        


         

        


      

      
        	
                SECTION
      II:  BENEFICIARY
DESIGNATION

              


      

       

      I
designate the Beneficiary(ies) below to receive any benefits payable under this
Plan on account of my death:

       

      
        	
                
                  PRIMARY
      BENEFICIARY(IES):

                  Name

                   

                

              	
                
                  Percentage
      of Benefits

                   

                

              	
                
                  Relationship
      to Participant

                   

                

              	
                
                  Social
      Security Number

                   

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      CONTINGENT
BENEFICIARY(IES) (Will receive
indicated portions of my Vested Account balance if no primary Beneficiaries
survive the Participant.)

       

      
        	
                
                  Name

                   

                

              	
                
                  Percentage
      of Benefits

                   

                

              	
                
                  Relationship
      to Participant

                   

                

              	
                
                  Social
      Security Number

                   

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                AGREED
      AND ACCEPTED BY THE PARTICIPANT

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Signature
      of Participant

              	
                Date

              	 
      	 
      
	
                AGREED
      AND ACCEPTED BY THE PLAN SPONSOR

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                For
      the Plan Sponsor

              	
                Date

              	 
      	 
      


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       Schedule 10.21

      


      


      
        
          	
                  Name

                	
                  Enhancement Factor

                
	
                  Jeffrey
      R. Hines

                	
                  1.110

                
	
                  Kathleen
      M. Miller

                	
                  -

                
	
                  Vernon
      L. Bracey

                	
                  -

                
	
                  Bruce
      C. McIntosh

                	
                  -

                


        

      

      
 

      Back
to Form 10-K