0001362310-09-002971 Sample Contracts

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AMENDED AND RESTATED AGREEMENT
And Restated Agreement • February 27th, 2009 • Aqua America Inc • Water supply • Pennsylvania

THIS amended and restated Agreement made as of the 31st day of December, 2008, by and between, Aqua America, Inc., a Pennsylvania corporation (“Aqua America”), and David P. Smeltzer (the “Executive”).

AQUA AMERICA, INC. 2004 EQUITY COMPENSATION PLAN STOCK OPTION AND DIVIDEND EQUIVALENT GRANT Grant Date:
Aqua America Inc • February 27th, 2009 • Water supply

This Incentive Stock Option and Dividend Equivalent Grant Agreement evidences the grant made by Aqua America, Inc., a Pennsylvania corporation (the “Corporation”), to «F1» «Name», an officer of the Corporation or one of its subsidiaries (the “Grantee”), under the terms and provisions of the Aqua America, Inc. 2004 Equity Compensation Plan (the “Plan”).

ELEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2009 • Aqua America Inc • Water supply • Pennsylvania

THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT is made as of this 4th day of December, 2008, by and among AQUA PENNSYLVANIA, INC., a Pennsylvania corporation (formerly known as Pennsylvania Suburban Water Company, successor by merger to Philadelphia Suburban Water Company) (“Borrower”), the several banks which are parties to this Agreement (each a “Bank” and collectively, “Banks”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as agent for Banks (in such capacity, “Agent”).

AMENDMENT 2008-1 AQUA AMERICA, INC. DEFERRED COMPENSATION PLAN MASTER TRUST AGREEMENT
Plan Master Trust Agreement • February 27th, 2009 • Aqua America Inc • Water supply

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”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT (As amended and restated effective as of December 31, 2008)
Control and Severance Agreement • February 27th, 2009 • Aqua America Inc • Water supply • Pennsylvania

THIS Amended and Restated Agreement made as of the 31st day of December, 2008, by and between Aqua America, Inc., a Pennsylvania corporation (“Aqua America”), formerly known as Philadelphia Suburban Corporation, and Nicholas DeBenedictis (the “Executive”).

FORTY-THIRD SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 2008 TO INDENTURE OF MORTGAGE DATED AS OF JANUARY 1, 1941 AQUA PENNSYLVANIA, INC. TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A.
Financing Agreement • February 27th, 2009 • Aqua America Inc • Water supply

All real and fixed property and all other property of the character hereinabove described which the Company may hereafter acquire.

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