UNDERWRITING AGREEMENT

     1.      Representations and Warranties of York Water . York Water represents and warrants to, and agrees with, the Underwriter that:

            (a)     York Water has prepared and filed with the Securities and Exchange Commission (the “SEC”), in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Regulations”), a registration statement on Form S-3 (File No. 333-137932), including a prospectus, registering the Shares. The term “Registration Statement” as used herein means the registration statement (including all exhibits and information incorporated by reference therein) as amended at the time it becomes effective or, if the registration statement became effective prior to the execution of this Agreement, as supplemented or amended prior to the execution of this Agreement, and includes information (if any) contained in the Prospectus (as defined below) to the extent such information is deemed, pursuant to Rule 430A under the Act, to be part of the registration statement at the time it became effective. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the Registration Statement will be filed and must be declared effective before the offering of the Shares may commence, the term “Registration Statement” as used herein shall mean the Registration Statement as amended by such post-effective amendment. If York Water has filed or files on or after the date of this Agreement a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Act (the “Rule 462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. The term “Preliminary Prospectus” shall mean any preliminary prospectus included in the Registration Statement or filed with the SEC pursuant to Rule 424(a) of the Regulations. The term “Statutory Prospectus” shall mean the Preliminary Prospectus, as amended or supplemented, relating to the Shares that is included in the Registration Statement immediately prior to the Initial Sale Time (as defined below), including any document incorporated by reference therein. The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective time of the Registration Statement (the “Effective Time”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Time. The term “Issuer Free Writing Prospectus” shall have the meaning ascribed to it in Rule 433 of the Regulations relating to the Shares, in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in York Water’s records pursuant to Rule 433(g) of the Regulations. The term “Disclosure Package” shall mean (i) the Statutory Prospectus, (ii) the Issuer Free Writing Prospectus, if any, identified in Schedule I hereto, (iii) any other free writing prospectus defined in Rule 405 of the Regulations that is required to be filed by York Water with the SEC or retained by York Water under Rule 433 of the Regulations and that all parties hereto expressly agree to treat as part of the Disclosure Package (the “Other Free Writing Prospectus”), and (iv) the information regarding the number of Firm Shares and the Offering Price contained on Schedule II hereto, all considered together. For purposes of this Agreement, the “Initial Sale Time” shall mean 5:00 p.m. (Eastern Time) on the date of this Agreement.

            (b)     The Registration Statement has become effective under the Act, and the SEC has not issued any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Statutory Prospectus or the Prospectus, nor has the SEC instituted or threatened to institute proceedings with respect to such an order. No stop order suspending the sale of the Shares in any jurisdiction designated by the Underwriter as provided for in Section 5(f) of this Agreement has been issued, and no proceedings for that purpose have been instituted or threatened. York Water has complied in all material respects with all requests of the SEC, or requests of which York Water has been advised of any state or foreign securities commission in a state or foreign jurisdiction designated by the Underwriter as provided for in Section 5(f) of this Agreement, for additional information to be included in the Registration Statement, the Disclosure Package or the Prospectus.

            (c)     (A) The Registration Statement complied at the Effective Time and, as amended or supplemented, on the Closing Date and any Option Closing Date will comply, in all material respects, with the requirements of the Act and the Regulations, (B) the Registration Statement, at the Effective Time, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) the Statutory Prospectus, at the time it was filed and as of the Initial Sale Time, complied in all material respects with the requirements of the Act and the Regulations, (D) the Statutory Prospectus at the time it was filed did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (E) the Prospectus, at the time it is filed and, as amended or supplemented, as of the Closing Date and any Option Closing Date, will comply in all material respects with the requirements of the Act and the Regulations, and the Prospectus, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however that the representations and warranties set forth in this paragraph do not apply to omissions from or statements in the Registration Statement, the Statutory Prospectus or the Prospectus based upon and in conformity with written information furnished to York Water by the Underwriter specifically for use therein, it being understood and agreed that the only information furnished by the Underwriter for use in the Registration Statement, the Statutory Prospectus or the Prospectus is the information as set forth in Section 12 of this Agreement, and (F) the statistical and market-related data included in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that York Water believes to be reliable and accurate.

            (d)     The Disclosure Package, at the Initial Sale Time, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to omissions from or statements in the Disclosure Package based upon and in conformity with written information furnished to York Water by the Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter for use in the Disclosure Package is the information as set forth in Section 12 of this Agreement.

            (e)     Prior to the execution of this Agreement, York Water (including its agents and representatives, other than the Underwriter in its capacity as such) has not used, authorized, approved or referred to and will not use, authorize, approve or refer to any Issuer Free Writing Prospectus other than the documents listed on Schedule I hereto. Each such Issuer Free Writing Prospectus, as of its issuance and as of the Initial Sale Time, complied in all material respects with the requirements of the Act and the Regulations and has been filed in accordance with the Act and the Regulations (to the extent required thereby). Each Issuer Free Writing Prospectus, as of the time of its filing, did not include any information that conflicted with the information contained in the Registration Statement.

          (f)     York Water has not distributed and will not distribute, prior to the later of the last Option Closing Date (as defined below) and the completion of the Underwriter’s distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Disclosure Package or the Prospectus.

          (g)     The documents incorporated by reference into the Prospectus pursuant to Item 12 of Form S-3 under the Act, at the time they were filed with the SEC, complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and with the rules and regulations promulgated under or pursuant to the Exchange Act, and did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (h)     There are no legal or governmental proceedings pending or, to the knowledge of York Water, threatened to which York Water is a party or to which any of the properties of York Water are subject that are required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

          (i)     York Water is a corporation duly organized, validly subsisting and in good standing under the laws of the Commonwealth of Pennsylvania, with all necessary corporate power and authority to own or lease and operate its properties and to conduct its current business as described in the Registration Statement, the Disclosure Package and the Prospectus, and to execute, deliver and perform this Agreement. York Water is not qualified as a foreign corporation in any jurisdiction and is not required to be so qualified in order to operate its business as now conducted or currently proposed to be conducted.

          (j)     Except for 56,274 shares of common stock of Columbia Water Company, York Water does not own any stock or other interest whatsoever, whether equity or debt, in any corporation, limited liability company, partnership or other entity.

          (k)     This Agreement has been duly authorized, executed and delivered by York Water and constitutes its legal, valid and binding obligation, enforceable against York Water in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and subject to applicability of general principles of equity and except, as to this Agreement, as rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

          (l)     The execution, delivery and performance of this Agreement and the transactions contemplated herein, do not and will not, with or without the giving of notice or the lapse of time, or both, (i) conflict with any term or provision of York Water’s Articles of Incorporation or Bylaws; (ii) result in a breach of, constitute a default under, result in the termination or modification of, result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties of York Water or require any payment by York Water or impose any liability on York Water pursuant to, any contract, indenture, mortgage, deed of trust, commitment or other agreement or instrument to which York Water is a party or by which any of its properties are bound or affected other than this Agreement; (iii) assuming compliance with Blue Sky laws and the rules of the National Association of Securities Dealers, Inc. (the “NASD”) applicable to the offer and sale of the Shares, violate any law, rule, regulation, judgment, order or decree of any government or governmental agency, instrumentality or court, domestic or foreign, having jurisdiction over York Water or any of its respective properties or businesses; or (iv) result in a breach, termination or lapse of York Water’s corporate power and authority to own or lease and operate its properties and conduct its business, except in the case of clauses (ii), (iii) and (iv) above, as would not have a material adverse effect on the management, assets, properties, condition (financial or otherwise), shareholders’ equity or results of operations of the business (collectively, the “Business Conditions”) of York Water.

          (m)     At the date or dates indicated in the Registration Statement, the Statutory Prospectus or the Prospectus, York Water had or will have the capitalization set forth in the Registration Statement, the Statutory Prospectus and the Prospectus under the caption “Capitalization” and will have, as of the issuance of the Firm Shares on the Closing Date, the as-adjusted capitalization set forth therein as of the date indicated in the Prospectus. At the Effective Time and on the Closing Date and any Option Closing Date, there will be no options or warrants or other outstanding rights to purchase, agreements or obligations to issue or agreements or other rights to convert or exchange any obligation or security into, capital stock of York Water or securities convertible into or exchangeable for capital stock of York Water, except as described in the Registration Statement, the Statutory Prospectus or the Prospectus.

            (n)     The currently outstanding shares of York Water’s capital stock have been duly authorized and are validly issued, fully paid and non-assessable, and none of such outstanding shares of York Water’s capital stock has been issued in violation of any preemptive rights of any security holder of York Water. The holders of the outstanding shares of York Water’s capital stock are not subject to personal liability solely by reason of being such holders. All previous offers and sales of the outstanding shares of York Water’s capital stock, whether described in the Registration Statement, the Statutory Prospectus or the Prospectus were made in conformity with applicable federal, state and foreign securities laws. The authorized capital stock of York Water, including, without limitation, the outstanding Common Stock and the Shares being issued, conform in all material respects with the descriptions thereof in the Registration Statement, the Statutory Prospectus and the Prospectus, and such descriptions conform in all material respects with the instruments defining the same.

            (o)     There are no contracts, agreements or understandings between York Water and any person granting such person the right to require York Water to file a registration statement under the Act with respect to any securities of York Water owned or to be owned by such person or to require York Water to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by York Water under the Act.

            (p)     The Shares have been duly and validly authorized, and, when issued and delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders. The certificates representing the Shares are in proper legal form under, and conform in all respects to the requirements of, the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”). Neither the filing of the Registration Statement or the Prospectus nor the offering or sale of Shares as contemplated by this Agreement gives any security holder of York Water any rights for or relating to the registration of any Common Stock or any other capital stock of York Water or any rights to convert or have redeemed or otherwise receive anything of value with respect to any other security of York Water.

            (q)     No consent, approval, authorization, order, registration, license or permit of, or filing or registration with, any court, government, governmental agency, instrumentality or other regulatory body or official is required for the valid and legal execution, delivery and performance by York Water of this Agreement and the consummation of the transactions contemplated hereby except (i) issuance of a securities certificate by the Pennsylvania Public Utilities Commission, which has been issued, (ii) such as may be required for the registration of the Shares under the Act, the listing of the Shares on the NASDAQ Global Select Market, (iii) filings under the Exchange Act, and (iv) filings required for compliance with the applicable state securities or Blue Sky laws or the Bylaws, rules and other pronouncements of the NASD.

            (r)     The Common Stock (including the Shares) is registered pursuant to Section 12(g) of the Exchange Act. The issued and outstanding shares of Common Stock are listed on the NASDAQ Global Select Market. Neither York Water nor, to York Water’s knowledge, any other person has taken any action designed to cause, or likely to result in, the termination of the registration of the Common Stock under the Exchange Act. York Water has not received any notification that the SEC or the NASD is contemplating terminating such registration or inclusion.

            (s)     The statements in the Registration Statement, the Disclosure Package, Statutory Prospectus and the Prospectus, insofar as they are descriptions of or references to contracts, agreements or other documents, are accurate in all material respects and present or summarize fairly, in all material respects, the information required to be disclosed under the Act or the Regulations, and there are no contracts, agreements or other documents, instruments or transactions of any character required to be described or referred to in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that have not been so described, referred to or filed, as required.

            (t)     Each contract or other instrument (however characterized or described) to which York Water is a party or by which any of its properties or businesses is bound or affected and which is material to the conduct of York Water’s business has been duly and validly executed by York Water and, to the knowledge of York Water, has been duly and validly executed by the other parties thereto. To the knowledge of York Water, each such contract or other instrument is in full force and effect. York Water has not received written notice from the other parties to such contracts of their intent to suspend or terminate the services being provided. To the knowledge of York Water, no other party is, in default thereunder, and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default by such party under any such contract or other instrument, except for defaults that would not have a material adverse effect on the Business Conditions of York Water. All necessary consents under such contracts or other instruments to the disclosure in the Registration Statement, the Statutory Prospectus or the Prospectus with respect thereto have been obtained.

            (u)     The financial statements of York Water (including the notes thereto) filed as part of or incorporated by reference in, the Registration Statement, the Statutory Prospectus and the Prospectus present fairly, in all material respects, the financial position of York Water as of the respective dates thereof, and the results of operations and cash flows of York Water for the periods indicated therein, and have been prepared in conformity with generally accepted accounting principles, except as described therein. The financial information included in the Registration Statement, the Statutory Prospectus or the Prospectus under the captions “Prospectus Summary – Summary Financial Information,” “Use of Proceeds” and “Capitalization” presents fairly the information shown therein and has been compiled on a basis consistent with that of the financial statements included in the Registration Statement, the Statutory Prospectus and the Prospectus.

            (v)     Since the respective dates as of which information is given, or incorporated by reference, in the Disclosure Package, except as otherwise stated therein, there has not been (i) any material adverse change, or development involving a prospective material adverse change (including, whether or not insured against, any loss or damage to any assets that would constitute a material adverse change), in the Business Conditions of York Water; (ii) any material adverse change, loss, reduction, termination or non-renewal of any contract to which York Water is a party that is material to the conduct of York Water’s business; (iii) any transaction entered into by York Water not in the ordinary course of its business that is material to York Water; (iv) any dividend or distribution of any kind declared, paid or made by York Water on its capital stock, except for and to the extent described in the Prospectus; (v) any liabilities or obligations, direct or indirect, incurred by York Water that are material to York Water; (vi) any change in the capitalization of York Water, except for issuances pursuant to York Water’s Dividend Reinvestment Plan or Employee Stock Purchase Plan; or (vii) any change in the indebtedness of York Water that is material to York Water. York Water has no contingent liabilities or obligations that are material and that are not expressly disclosed in the Registration Statement, the Disclosure Package or the Prospectus.

            (w)     Neither York Water nor, to York Water’s knowledge, any of its officers, directors or affiliates has (i) taken, nor shall York Water or such persons take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Common Stock, or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased or paid anyone any compensation for soliciting purchases of, the Shares or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of York Water.

            (x)     York Water has filed with the appropriate federal, state and local governmental agencies, and all foreign countries and political subdivisions thereof, all material tax returns that are required to be filed or have duly obtained extensions of time for the filing thereof and have paid all material taxes shown on such returns or otherwise due and all material assessments received by them to the extent that the same have become due, other than those which York Water is contesting in good faith. York Water has not executed or filed with any taxing authority, foreign or domestic, any agreement extending the period for assessment or collection of any income or other tax and is not a party to any pending action or proceeding by any foreign or domestic governmental agency for the assessment or collection of taxes, and no claims for assessment or collection of taxes have been asserted against York Water that would materially adversely affect the Business Conditions of York Water.

            (y)     Beard Miller Company LLP, which has given its report on certain financial statements included as part of, or incorporated by reference in, the Registration Statement, the Statutory Prospectus and the Prospectus is a firm of independent certified public accountants as required by the Act and the Regulations with respect to York Water.

            (z)     York Water is not in violation of, or in default under, any of the terms or provisions of (i) its Articles of Incorporation or Bylaws or similar governing instruments, (ii) any indenture, mortgage, deed of trust, contract, commitment or other agreement or instrument to which it is a party or by which it or any of its assets or properties is bound or affected, (iii) any law, rule, regulation, judgment, order or decree of any government or governmental agency, instrumentality or court, domestic or foreign, having jurisdiction over it or any of its properties or business, or (iv) any license, permit, certification, registration, approval, consent or franchise, except with respect to clause (ii), (iii) or (iv) above, where any such default would not reasonably be expected to have a material adverse effect on the Business Conditions of York Water.

          (aa)     Except as expressly disclosed in the Registration Statement, the Disclosure Package or the Prospectus, there are no claims, actions, suits, protests, proceedings, arbitrations, investigations or inquiries pending before, or, to York Water’s knowledge, threatened or contemplated by, any governmental agency, instrumentality, court or tribunal, domestic or foreign, or before any private arbitration tribunal to which York Water is or may be made a party that could reasonably be expected to affect the validity of any of the outstanding Common Stock, or that, if determined adversely to York Water would have a material adverse effect on the Business Conditions of York Water, nor to York Water’s knowledge is there any reasonable basis for any such claim, action, suit, protest, proceeding, arbitration, investigation or inquiry. There are no outstanding orders, judgments or decrees of any court, governmental agency, instrumentality or other tribunal enjoining York Water from, or requiring York Water to take or refrain from taking, any action, or to which York Water or their properties, assets or businesses are bound or subject.

            (bb)     York Water owns, or possesses adequate rights to use, all patents, patent applications, trademarks, trademark registrations, applications for trademark registration, trade names, service marks, licenses, inventions, copyrights, know-how (including any unpatented and/or unpatentable proprietary or confidential technology, information, systems, design methodologies and devices or procedures developed or derived from or for York Water’s business), trade secrets, confidential information, processes and formulations and other proprietary information necessary for, used in, or proposed to be used in, the conduct of the business of York Water as described in the Registration Statement, the Statutory Prospectus and the Prospectus (collectively, the “Intellectual Property”), except failures to own or possess rights to use that would not have a material adverse effect on the Business Conditions of York Water. To York Water’s knowledge, York Water has not infringed, is not infringing nor has received any notice of conflict with, the asserted rights of others with respect to the Intellectual Property that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the Business Conditions of York Water, and York Water knows of no reasonable basis therefor. To the knowledge of York Water, no other parties have infringed upon or are in conflict with any Intellectual Property. York Water is not a party to, or bound by, any agreement pursuant to which royalties, honorariums or fees are payable by York Water to any person by reason of the ownership or use of any Intellectual Property, except for such royalties, honorariums or fees associated with commercially available software and computer applications.

            (cc)     York Water has good and marketable title to all property described in the Registration Statement, the Statutory Prospectus and the Prospectus as being owned by it, free and clear of all liens, security interests, charges or encumbrances and the like, except such as are expressly described or referred to in the Prospectus or such as do not materially adversely affect the Business Conditions or the conduct of the business of York Water as described in the Registration Statement, the Statutory Prospectus and the Prospectus. York Water has insured its property against loss or damage by fire or other casualty, in amounts reasonably believed by York Water to be adequate, and maintains insurance against such other risks as management of York Water deems appropriate. All real and personal property leased by York Water, as described or referred to in the Prospectus, is held by York Water, under valid leases. The executive offices and facilities of York Water (the “Premises”), and all operations presently or formerly conducted thereon by York Water or any predecessors thereof, are now and, since York Water began to use such Premises, always have been in compliance with all federal, state and local statutes, ordinances, regulations, rules, standards and requirements of common law concerning or relating to industrial hygiene and the protection of health and the environment (collectively, the “Environmental Laws”), except to the extent that any failure in such compliance would not materially adversely affect the Business Conditions of York Water. To the knowledge of York Water, the facilities of York Water produce water of sufficient quality and quantity to supply the current and planned customers and service areas of York Water, and are not subject to any restriction on surface water withdrawal under any federal, state or local law, regulation, rule, order or permit, except as expressly described in the Registration Statement, the Statutory Prospectus and the Prospectus or as provided in the Commonwealth of Pennsylvania allocation permits and such as do not materially adversely affect the Business Conditions or the conduct of the business of York Water as described in the Prospectus. To the knowledge of York Water, there are no conditions on, about, beneath or arising from the Premises or in close proximity to the Premises that (i) might give rise to liability, the imposition of a statutory lien upon York Water, (ii) require a “Response,” “Removal” or “Remedial Action,” as defined herein, under any of the Environmental Laws by York Water or (iii) affect the quality of the surface water withdrawn by York Water, and that in any such case described in (i), (ii) or (iii) would materially adversely affect the Business Conditions of York Water, except as described in the Registration Statement, Statutory Prospectus or the Prospectus. Except as expressly disclosed in the Registration Statement, Statutory Prospectus or the Prospectus, or which will not materially adversely affect the Business Conditions of York Water (i) York Water has not received notice or has knowledge of any claim, demand, investigation, regulatory action, suit or other action instituted or threatened against York Water or any portion of the Premises relating to any of the Environmental Laws and (ii) York Water has not received any notice of material violation, citation, complaint, order, directive, request for information or response thereto, notice letter, demand letter or compliance schedule to or from any governmental or regulatory agency arising out of or in connection with “hazardous substances” (as defined by applicable Environmental Laws) on, about, beneath, arising from or generated at the Premises. As used in this subsection, the terms “Response,” “Removal” and “Remedial Action” shall have the respective meanings assigned to such terms under Sections 101(23)-101(25) of the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C. 9601(23)-9601(25).

            (dd)     York Water maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

            (ee)     York Water is in compliance in all material respects with all currently effective provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are applicable, or will be applicable as of the Closing Date, to York Water.

            (ff)     York Water and any Related Employer (which for purposes of this Paragraph means any entity that with York Water is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended (the “Code”), is, individually or collectively, a trade or business under common control within the meaning of Section 414(c) of the Code, or is a member of the same affiliated service group within the meaning of Section 414(m) of the Code) have established, maintain, contribute to, are required to contribute to, are a party to, or are bound by certain pension, retirement, profit-sharing plans, deferred compensation, bonus, or other incentive plans, or medical, vision, dental, or other health plans, or life insurance or disability plans, or any other employee benefit plans, programs, arrangements, agreements, or understandings, some of which are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the rules and regulations thereunder (“Plans”). Any disclosure regarding the Plans required under the Act or the Exchange Act has been made in the Registration Statement, the Statutory Prospectus or the Prospectus and the documents incorporated therein. All Plans that are subject to ERISA are in compliance with ERISA, in all material respects, and, to the extent a Plan is intended to be tax-qualified within the meaning of Section 401(a) of the Code, such Plan is in compliance with the Code in all material respects and is the subject of a current favorable determination letter from the Internal Revenue Service as to its tax qualification. No Plan is an employee pension benefit plan that is subject to Part 3 of Subtitle B of Title I of ERISA, a defined benefit plan subject to Title IV of ERISA, or a multiemployer plan. Neither York Water nor any Related Employer maintains or has maintained retiree life or retiree health insurance plans that are employee welfare benefit plans providing for continuing benefit or coverage for any employee or any beneficiary of any employee after such employee’s termination of employment, except as required by Section 4980B of the Code and except as disclosed in the Registration Statement, the Statutory Prospectus or the Prospectus. No fiduciary or other party in interest with respect to any of the Plans has caused any of such Plans to engage in a prohibited transaction as defined in Section 406 of ERISA and Section 4975 of the Code. As used in this subsection, the terms “defined benefit plan,” “employee benefit plan,” “employee pension benefit plan,” “employee welfare benefit plan,” “fiduciary” and “multiemployer plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

            (gg)     No labor dispute exists with York Water’s employees, and to York Water’s knowledge, no such labor dispute is threatened. York Water has no knowledge of any existing or threatened labor disturbance by the employees of any of the principal suppliers, contractors or customers of York Water that would materially adversely affect the Business Conditions of York Water.

            (hh)     There are no contracts, agreements or understandings between York Water and/or any person that would give rise to a valid claim against York Water and/or the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated herein, the Registration Statement, the Statutory Prospectus and the Prospectus, or in any contracts, agreements, understandings, payments, arrangements or issuances with respect to York Water or, to the knowledge of York Water, any of its officers, directors, stockholders, employees or affiliates that may affect the Underwriter’s compensation as determined by the NASD.

            (ii)     York Water is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds therefor described in the Registration Statement, the Statutory Prospectus and the Prospectus will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

            (jj)     York Water has received all permits, licenses, franchises, authorizations, registrations, qualifications and approvals (collectively, “Permits”) of governmental or regulatory authorities as may be required to own its properties and conduct its businesses in the manner described in the Registration Statement, the Statutory Prospectus and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Statutory Prospectus or the Prospectus, except for failures to have Permits that would have a material adverse effect on the Business Conditions of York Water; and York Water has fulfilled and performed all of their material obligations with respect to such Permits, and no event has occurred which allows or, after notice or lapse of time or both, would allow revocation or termination thereof or result in any other material impairment of the rights of the holder of any such Permit, subject in each case to such qualifications as may be set forth in the Registration Statement, the Statutory Prospectus or the Prospectus except for revocations, terminations or impairments that would not have a material adverse effect on the Business Conditions of York Water; and, except as described in the Prospectus, such Permits contain no restrictions that materially affect the ability of York Water to conduct its businesses.

            (kk)     No transaction has occurred or is proposed between or among York Water and any of its officers, directors or stockholders or any affiliate of the foregoing, that is required to be described in and is not described in the Registration Statement, the Statutory Prospectus or the Prospectus.

            (ll)     Neither York Water nor any officer, director, employee, partner, agent or other person acting on behalf of York Water has, directly or indirectly, given or agreed to give any money, property or similar benefit or consideration to any customer or supplier (including any employee or agent of any customer or supplier) or official or employee of any agency or instrumentality of any government (foreign or domestic) or political party or candidate for office (foreign or domestic) or any other person who was, is or in the future may be in a position to affect the Business Conditions of York Water or any actual or proposed business transaction of York Water that (i) could subject York Water to any liability (including, but not limited to, the payment of monetary damages) or penalty in any civil, criminal or governmental action or proceeding that would have a material adverse effect on the Business Conditions of York Water or (ii) with respect to York Water, or any officer or director thereof, violates any law, rule or regulation to which York Water is subject.

          (mm)     York Water’s board of directors has validly appointed an audit committee whose composition satisfies the requirements of the Exchange Act, the rules and regulations of the SEC adopted thereunder and Rules 4200 and 4350 of the NASD that are applicable as of the Closing Date. York Water’s audit committee has adopted a charter that satisfies the Exchange Act, the rules and regulations of the SEC adopted thereunder and Rules 4200 and 4350 of the NASD that are applicable as of the Closing Date.

            (nn)     At the time of filing the Registration Statement, York Water was not an Ineligible Issuer (as defined in Rule 405 of the Act), without taking account of any determination by the SEC pursuant to Rule 405 of the Act that it is not necessary that York Water be considered an Ineligible Issuer.

            (oo)     Any certificate signed by any officer of York Water in such capacity and delivered to the Underwriter or to counsel for the Underwriter pursuant to this Agreement shall be deemed a representation and warranty by York Water as the case may be, to the Underwriter as to the matters covered thereby.

     2.      Purchase and Sale of Firm Shares . On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, York Water shall sell the Firm Shares to the Underwriter at the Offering Price less the Underwriting Discounts and Commissions shown on the cover page of the Prospectus, and the Underwriter shall purchase from York Water on a firm commitment basis the Firm Shares, at the Offering Price less the Underwriting Discounts and Commissions shown on the cover page of the Prospectus. The Underwriter shall offer the Shares to the public as set forth in the Prospectus.

     3.      Payment and Delivery . The Firm Shares shall be issued in the form of one or more fully registered global securities (the “Global Securities”) in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (“DTC”) or in such names as the Underwriter may request upon at least 48 hours’ prior notice to York Water and shall be delivered by or on behalf of York Water to the Underwriter against payment by the Underwriter on its behalf of the purchase price therefor by wire transfer of immediately available funds to such accounts as York Water shall designate in writing (with all costs and expenses incurred by the Underwriter in connection with such settlement in immediately available funds, including, but not limited to, interest or cost of funds and expenses, to be borne by York Water). The closing of the sale and purchase of the Firm Shares shall be held at the offices of Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania for the account of the Underwriter. Such payment and delivery will be made at 10:00 a.m., Philadelphia, Pennsylvania time, on the third business day after the date of this Agreement or at such other time on the same date as shall be agreed upon by York Water and the Underwriter. Such time and date are referred to herein as the “Closing Date.”

     4.      Option to Purchase Optional Shares .

            (a)     For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, subject to the terms and conditions herein set forth, the Underwriter is hereby granted an option by York Water to purchase all or any part of the Optional Shares (the “Over-allotment Option”). The purchase price to be paid for the Optional Shares shall be as set forth in Section 2 hereof. The Over-allotment Option granted hereby may be exercised by the Underwriter as to all or any part of the Optional Shares at any time and from time to time within 30 days after the date of the Prospectus. The Underwriter shall not be under any obligation to purchase any Optional Shares prior to an exercise of the Over-allotment Option.

            (b)     The Over-allotment Option granted hereby may be exercised by the Underwriter by giving notice to York Water by a letter sent by registered or certified mail, postage prepaid, telex, telegraph, telegram or facsimile (such notice to be ef