AMERICAN WATER WORKS COMPANY, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN PERFORMANCE STOCK UNIT GRANT

Exhibit 10.37

FORM FOR 2009 LTIP – FOR ML 4 – ML 5

“PSU GRANT”

AMERICAN WATER WORKS COMPANY, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

PERFORMANCE STOCK UNIT GRANT

This PERFORMANCE STOCK UNIT GRANT, dated as of                      (the “ Date of Grant ”), is delivered by American Water Works Company, Inc. (the “ Company ”) to                      (the “ Participant ”).

RECITALS

WHEREAS, the Committee (as defined in the American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan) has adopted a 2009 long-term incentive program (“ 2009 LTIP ”) pursuant to which designated employees will be granted equity awards (the “ Equity Award ”) for shares of Common Stock of the Company, par value $0.01 per share, (the “ Company Stock ”);

WHEREAS, the Equity Award is comprised of two separate grants, a nonqualified stock option and a performance stock unit grant;

WHEREAS, the Committee has determined that the Participant is eligible to participate in the 2009 LTIP and to grant the Participant an Equity Award under the 2009 LTIP; and

WHEREAS, the Committee has determined that the performance stock unit portion of the Equity Award granted to the Participant pursuant to the 2009 LTIP shall be issued under the American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan (the “ Plan ”) and the terms and conditions of such performance stock unit shall be memorialized in this grant (the “ Grant ”).

NOW, THEREFORE, the parties to this Grant, intending to be legally bound hereby, agree as follows:

1. Grant of Performance Stock Units . Subject to the terms and conditions set forth in this Grant and the Plan, the Company hereby grants to the Participant                      performance stock units (the “ Performance Units ”). The Performance Units are contingently awarded and will be earned and distributable if and only to the extent that the performance goals and other conditions set forth in this Grant are met. Each Performance Unit shall be a phantom right and shall be equivalent to one share of Company Stock on the applicable payment date, as described in Paragraph 5 below. The number of Performance Units set forth above is equal to the target number of shares of Company Stock that the Participant will earn for 100% achievement of the performance goals described in Paragraph 3 below (the “ Target Award ”)

2. Performance Unit Account . The Company shall establish and maintain a Performance Unit account as a bookkeeping account on its records (the “ Performance Unit Account ”) for the Participant and shall record in such Performance Unit Account the number of Performance Units granted to the Participant. The Participant shall not have any interest in any fund or specific assets of the Company by reason of this grant or the Performance Unit Account established for the Participant.

3. Performance Goals .

(a) Unless a Change of Control (as defined below) occurs prior to the end of the Performance Period (as defined below), the distribution of the shares of Company Stock attributable to the Performance Units is contingent upon achievement of the performance goals described in subparagraph (b) below for the Performance Period and the Participant satisfying the continuation of employment and service with the Employer (as defined in the Plan) requirement described in Paragraph 4 below.

(b) The Company’s Total Stockholder Return (“ TSR ”) will be compared to the return of the Dow Jones Utility Index (the “ Index ”) over the Performance Period. The actual number of Performance Units the Participant earns may be greater or less than the Target Award, or even zero, based on the Company’s TSR relative to the performance of the Index, as set forth below. No Performance Units will be earned if the Company’s TSR relative to the Index is below the threshold level.

If actual performance is between measuring points, the number of Performance Units the Participant earns will be interpolated.

(c) TSR represents Company Stock price performance and dividend accumulation over the Performance Period. For purposes of this calculation, the initial Company Stock price and the ending Company Stock price are determined using the 30-day average Company Stock price for the first December 31 and the last December 31 of the Performance Period, as applicable. The 30-day average Company Stock price is the average of the daily closing Company Stock prices for the 15 trading days before and after the applicable December 31. To determine Company Stock price performance, a dividend adjustment factor will be determined. The dividend adjustment factor takes into account each per share dividend paid for the Performance Period as well as the effect of any appreciation in Company Stock price by reason of deeming the dividend to be reinvested in the Company Stock. TSR is determined by adjusting the ending Company Stock price as determined above by the dividend adjustment factor and comparing it to the initial Company Stock price. The initial Company Stock price is $            per share.

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(d) At the end of the Performance Period, the Committee will determine whether and to what extent the performance goals have been met and the number of Performance Units the Participant has earned, if any. Except as described in Paragraph 4 below, the Participant must be employed by, or providing service to, the Employer on the last day of the Performance Period in order to earn the Performance Units.

(e) If a Change of Control occurs prior to the end of the Performance Period, then the Performance Period will end on the date of the Change of Control and the Performance Units will be deemed earned at the target level as of the date of the Change of Control (the “ Change of Control Date ”). For purposes of this Grant, the term “Change of Control” shall mean as such term is defined in the Plan, except that a Change of Control shall not be deemed to have occurred for purposes of this Grant unless the event constituting the Change of Control constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and its corresponding regulations.

(f) For purposes of this Grant, the term “Performance Period” shall mean the three-year period beginning on January 1, 2009 and ending December 31, 2011.

4. Termination of Employment or Service .

(a) If, at least one year after the beginning of the Performance Period, but prior to the end of the Performance Period, the Participant ceases to be employed by, or provide service to, the Employer on account of any reason other than a termination for Cause (as defined below), the Participant will earn a pro-rata portion of the Performance Units, if the performance goals and the requirements of this Grant are met as of the last day of the Performance Period. The prorated portion will be determined as the number of Performance Units that would have been earned if the Participant had remained employed through the last day of the Performance Period, multiplied by a fraction, which fraction shall be equal to (i) 1/3, if the Participant’s employment or service with the Employer terminates on or after January 1, 2010, but prior to January 1, 2011; (ii) 2/3, if the Participant’s employment or service with the Employer terminates on or after January 1, 2011, but prior to January 1, 2012; and (iii) 3/3, if the Participant’s employment or service terminates with the Employer on or after January 1, 2012. If the Participant ceases to be employed by, or provide service to, the Employer for any reason other than on account of Cause, the prorated number of Performance Units will be distributed in accordance with Paragraph 5.

(b) If at any time prior to the date the Performance Units are distributed in accordance with Paragraph 5 the Participant’s employment or service with the Employer is terminated on account of Cause, all of the Performance Units subject to this Grant shall be immediately forfeited and the Participant will not have any rights with respect to the distribution of any portion of the Performance Units, irrespective of the level of achievement of the performance goals. For purposes of this Grant, the term “ Cause ” shall mean a finding by the Committee that the Participant (A) has breached his or her employment or service contract with the Employer, if any; (B) has engaged in disloyalty to the Employer, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty; (C) has disclosed trade secrets or confidential information of the Employer to persons not entitled to receive such information; (D) has breached any written noncompetition or nonsolicitation agreement between the Participant and the Employer; or (E) has engaged in such other behavior detrimental to the interests of the Employer as the Committee determines.

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5. Time and Form of Payment with Respect to Performance Units . Unless an election is made pursuant to Pa