AQUA AMERICA, INC.
DEFERRED COMPENSATION PLAN MASTER TRUST AGREEMENT
AMENDMENT 2008-1, dated as of
December 15 , 2008, by Aqua America, Inc. (the
“Company”).
The Company (previously known as Philadelphia
Suburban Corporation) entered into the Philadelphia Suburban
Corporation Deferred Compensation Plan Master Trust Agreement dated
as of December 31, 1996 (the “Trust Agreement”)
with PNC Bank, N.A. (the “Trustee”).
The Trust Agreement covers the following three
plans: The Philadelphia Suburban Corporation Amended and Restated
Executive Deferral Plan, The Aqua America Supplementtal Pension
Benefit Plan (formerly known as The Philadelphia Suburban
Corporation Excess Benefit Plan for Salaried Employees) and The
Philadelphia Suburban Water Company Supplemental Executive
Retirement Plan for Nicholas DeBenedictis.
The name of the Philadelphia Suburban
Corporation Amended and Restated Executive Deferral Plan has
changed to the Aqua America, Inc. 2009 Executive Deferral
Plan.
Pursuant to Section 12.1 of the Trust
Agreement, the Pension Committee of the Board of Directors (the
“Committee”) may, from time to time, amend the
provisions of the Trust Agreement.
The Committee desires to amend the Trust
Agreement to reflect the plan name changes and to include
provisions applicable to the investment of assets of the trust in
life insurance policies.
NOW, THEREFORE,
the Trust Agreement is amended as follows:
1. A new
Section 5.6 shall be added to the end of Article V to
read as follows:
5.6 Subject to
Section 5.1, the Trustee may invest all or a portion of the
Trust Fund in one or more life insurance policies or contracts. If
any portion of the Trust Fund is invested in a life insurance
policy or contract on the life of a Participant, the Trustee shall
hold legal title to the policy or contract and shall serve as
custodian. Prior to a Change of Control, the Company is
specifically authorized to act as agent of the Trustee with respect
to the administration of the insurance policies or contracts, and
in that regard the Company may serve as signatory for the Trustee
to execute insurance policy or contract applications and death
claims, as well as to transfer assets between or among the separate
accounts available within each insurance policy or contract, and
shall advise the Trustee, on at least an annual basis, of all
actions taken pursuant to this authority. Further, the Company
reserves the right to designate the address of reco
