YORK WATER CO
FORM OF DEFERRED COMPENSATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>w99149exv10w8.txt
<DESCRIPTION>FORM OF DEFERRED COMPENSATION AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.8



                         DEFERRED COMPENSATION AGREEMENT

      THIS AGREEMENT, made as of this        day of June, 1991, by and between
THE YORK WATER COMPANY, a Pennsylvania corporation with its principal business
office located at 130 East Market Street, York, Pennsylvania (hereinafter called
"Company"), and                              (hereinafter called "Participant").

      WITNESSETH:

      WHEREAS, Company wishes to encourage Participant's continued employment,
and Participant is willing to undertake such employment, subject to receipt of
deferred compensation upon the tern hereinafter set forth;

      NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
do hereby mutually agree as follows:

                               ARTICLE I. GENERAL

      1.1 EMPLOYMENT

            The Company hereby engages Participant upon the terms and conditions
as hereinafter provided.

      1.2 TERM OF AGREEMENT

            This Agreement shall continue in full force and effect until the
later of (i) the termination of Participant's employment by the Company, WHICH
SHALL BE AT THE WILL OF THE COMPANY AND IN THE COMPANY'S SOLE DISCRETION AND
WITHOUT HINDRANCE IN ANY MANNER BY VIRTUE OF THE TERMS OF THIS AGREEMENT TO
WHICH PROVISION PARTICIPANT HEREBY CONSENTS AND AGREES or (ii) notwithstanding
such termination of employment, payment to Participant or his designee(s) of all
benefits to which Participant shall become entitled hereunder.
<PAGE>
      1.3 DUTIES

            From and after the date hereof, Participant shall serve the Company
in Company's business in such capacity or capacities as may from time to time be
determined by the President or Board of Directors of the Company. During the
period of active, full-time employment hereunder, Participant shall:

            (a) devote his full time and best efforts to the business and
affairs of the Company (allowing a reasonable time for vacation);

            (b) perform such services, not unreasonable or inconsistent with
Participant's position, education, training or background, as may be designated
by the President or Board of Directors of the Company at any time and from time
to time; and

            (c) use his best efforts to promote the business of the Company.

      1.4 COMPENSATION

            During the period of Participant's employment hereunder, the Company
agrees to pay Participant for his services such a salary as may from time to
time be mutually agreed between the Company and Participant.

                             ARTICLE II. DEFINITIONS

      Whenever the following terms are used in this Plan, they shall have the
meanings specified below unless the context indicates to the contrary:

      2.1 "Administrator" shall mean that individual so named by the Board.

      2.2 "Application for Participation" shall mean a document in the form set
forth in Exhibit A hereto, whereby an Eligible Employee enrolls as a Participant
in the Plan.

      2.3 "Beneficiary" shall mean such person or legal entity as may be
designated by a Participant under Section 6.6 to receive benefits hereunder
after such Participant's death; or, in


                                       2
<PAGE>
the absence of such designation, the Participant's surviving spouse or if none,
the personal representative of the Participant.

      2.4 "Board" shall mean the Board of Directors of The York Water Company.

      2.5 "Company" shall mean The York Water Company.

      2.6 "Compensation" shall mean the annualized compensation plus the year
end salary adjustment of a Participant for the 19__ Fiscal Year, before any
reduction to such compensation is effective in accordance with the Application
for Participation.

      2.7 "Company's Matching Contribution" shall mean the amount equal to the
Participant's deferred income up to two and one-half percent contributed to the
Employee's Deferred Income Account.

      2.8 "Deferred Income" shall mean chat portion up to five percent (5%) of
the Participant's annualized 19__ Compensation which the Participant elects to
defer in accordance with the Application for Participation.

      2.9 "Deferred Income Account" shall mean the bookkeeping account
established by the Administrator for each Participant to which the Participant's
Deferred Income plus interest or any other earnings of an insurance policy or
policies maintained by the Company is credited and from which distributions to
the Participant or to his or her Beneficiary are made.

      2.10 "Eligible Employee" shall mean a management or highly compensated
employee selected by the Board to be a participant in the Plan.

      2.11 "Fiscal Year" shall mean the year beginning _________________ and
ending ___________________.

      2.12 "Participant" shall mean any Eligible Employee who participates in
the Plan under Article II.




                                       3
<PAGE>
      2.13 "Plan" shall mean The York Water Company Deferred Income Plan.

      2.14 "Plan Year" shall mean the calendar year.

      2.15 "Retirement" shall wean termination of employment with the Company
which may be on or after the earlier of (i) the attainment of an age of 65 years
or (ii) the completion of eight (8) years of participation in the Plan, but in
no case will retirement be before the attainment of an age of 60 years or after
the attainment of an age of 70 years.

                ARTICLE III. PARTICIPATION BY ELIGIBLE EMPLOYEES

      3.1 PARTICIPATION

            Prior to the beginning of any Plan Year, an Eligible employee may
elect to participate in the Plan by completing and executing an Application for
Participation and filing it with the Administrator.

      3.2 CHANGE IN TERMS OF PARTICIPATION

            An Eligible Employee who elects under Section 3.1 to participate in
the Plan shall have his or her compensation reduced for the Plan Year following
the filing of the election in the amount set forth in the Application for
Participation. The Participant's compensation shall be reduced by a like amount
in each Plan Year for an eight (8) year period.

                          ARTICLE IV. INSURANCE POLICY

      4.1 The Company shall apply for and become the owner/beneficiary of a life
insurance policy on the life of Participant. Except as set forth hereinafter,
during such time as Participant shall be employed by the Company, the Company in
each year of an eight (8) year period shall make an annual premium deposit with
the insurance carrier of the sum of the Participant's deferred income plus the
Company's matching contribution during each calendar year of the eight (8) year
period following the effective date of this Agreement.



                                       4
<PAGE>
            (a) This Agreement is conditioned upon the consent of the insurance
Company to issue upon the life of Participant.

            (b) For the purpose of this Agreement, the term "Effective Date of
this Agreement" shall be deemed to be _____________________.

            (c) The Company agrees to refrain from making policy loans against
the life insurance policy during the term of this Agreement.

                   ARTICLE V. DISTRIBUTION OF DEFERRED INCOME

      5.1 RETIREMENT

            In the event of a Participant's Retirement, a monthly retirement
benefit shall be paid to him or her for 120 months, commencing on the first of
the month coincident with or following the Participant's Retirement. The monthly
amount payable will be equal to _____% of his deferred income account
immediately prior to retirement divided by the following factor (1-corporate
marginal Federal income tax bracket for the corporate fiscal year ending
immediately prior to retirement), i.e., if corporate tax bracket was 341 the
factor would be (1-.34-.65). If the Participant dies before all such monthly
installments have been paid, the remaining installments shall continue to be
paid to the Participant's Beneficiary, or in the event of the death of the
Beneficiary, to the Beneficiary's surviving spouse, and if none, to the personal
representative of the Beneficiary.

      5.2 DEATH

            In the event of a Participant's death before distribution of his or
her Deferred Income Account has commenced under Sections 5.1, 5.3 or 5.4, the
Beneficiary or Beneficiaries designated by the Participant in the Application
for Participation, or in any subsequent designation under Section 7.6(a), shall
receive a death benefit in art amount equal to the proceeds


                                       5
<PAGE>
of any insurance policy or policies maintained by the Company on the
Participant's life as an investment of the amount credited, or to be credited,
to the Participant's Deterred Income Account on or after the date of his death
plus (ii) an amount which, when added to the proceeds of such insurance policy
or policies, would be deductible by the Company for Federal corporation income
tax purposes at the corporate tax rate in effect in the year of the
Participant's death, and, at such rate, would reduce the Company's net after-tax
cost of the death benefit to the proceeds of such insurance policy or policies.

            The death benefit determined as above shall be paid to the
Beneficiary or Beneficiaries at their discretion in a lump sum or in ten (10)
annual installments, with each installment being an amount equal to one -- tenth
of the death benefit determined as above. Interest shall not be credited to a
Participant's Deferred Income account after the date of the Participant's death.
If the Beneficiary or Beneficiaries designated by the Participant should die
before such lump sum or annual installments have been paid, the lump sum or
remaining installments shall be paid to the surviving spouse of the participant,
and if there is no surviving spouse, then to the personal representative of the
Beneficiary.

      5.3 DISABILITY

            In the event a Participant's employment with the Company is
terminated before his or her attainment of retirement age on account of
disability, as determined by the Administrator on the basis of medical evidence
satisfactory to the Administrator, in the latter's sole discretion, or if the
Participant becomes disabled before his or her Deterred Income Account is fully
distributed, the Participant may request, and the Administrator in his sole
discretion may grant, an acceleration of the payments due the Participant, to
the extent necessary to relieve any financial hardship of the Participant caused
by such disability.



                                       6
<PAGE>
            The amount of the Deferred Income Account will be that amount of the
cash value of the insurance policy or policies maintained by the Company
(Section 4.0 at the date the Participant is found to be disabled.

      5.4 TERMINATION OF EMPLOYMENT

            In the event a Participant's employment with the Company is
terminated other than by death or disability before he or she is eligible for
Retirement, the amount of the Participant's contribution plus accumulated
Interest, if any, without the Company's matching contribution credited to the
Participant's Deferred Income Account shall be distributed to the Participant
immediately upon his termination in a lump sum and the agreement shall be
immediately terminated.

      5.5 FINANCIAL HARDSHIP

            (a) Before Retirement. In the event a Participant before his or her
Retirement experiences financial hardship, the Participant may request, and the
Administrator in his sole discretion may grant, a distribution in one lump sum
of such portion of the Participant's Deferred Income Account as is required to
relieve such financial hardship and is not, reasonably available from the
Participant's other resources.

            (b) After Retirement. In the event a Participant after his or her
Retirement experiences financial hardship, the Participant may request, and the
Administrator in his sole discretion may grant, an acceleration of the
installments payable to the Participant to the extant necessary to relieve such
financial hardship.

            (c) FINANCIAL HARDSHIP. For purposes of this Section 5.5, a
distribution will be on account of "financial hardship" if the distribution is
necessary in light of immediate and heavy financial needs of the Participant.
The Administrator, in his sole discretion, shall


                                       7
<PAGE>
determine whether or not a Participant has experienced "financial hardship"
within the meaning of this Section 5.5(c).

            (d) TAXES. The Participant acknowledges that such payments are
subject to income taxes and may have an adverse effect on his personal tax
situation.

      5.6 VALUATION OF DISTRIBUTION

            All distributions under the Plan shall be based upon the value of
the Participant's Deferred Income Account at the end of the calendar quarter
preceding the date of the distribution.

                              ARTICLE VI. FUNDING

      6.1 PLAN UNFUNDED

            The Plan shall be unfunded and no trust shall be created by the
Plan. The allocation to each Participant's Deferred Income Account shall be made
through bookkeeping entries and no actual funds need be set aside. To the extent
that any funds are credited within the general assets of the Company to an
account to cover all or part of the Company's potential liabilities under the
Plan, any funds so credited may be kept in cash or invested and reinvested in
such manner as the Company shall determine. In the exercise of the foregoing
discretionary investment powers, the Company may use the amounts so credited as
premium payments for policies of insurance issued by any insurance company
licensed to do business in Pennsylvania. Title to and beneficial ownership of
any assets whether cash or investments, shall at all times remain in the Company
and a Participant (or his or her Beneficiary) shall not have any property
interest whatsoever in any specific assets of the company. A Participant (or his
or her Beneficiary) shall have the rights of a general unsecured creditor
against the Company for any distributions due hereunder.



                                       8
<PAGE>
                           ARTICLE VII. ADMINISTRATION

      7.1 ADMINISTRATOR

            The Administrator shall be in charge of the operation and
administration of the Plan.

      7.2 POWERS AND DUTIES OF ADMINISTRATOR

            The Administrator shall administer the Plan in accordance with its
terms and shall have all the powers necessary to carry out such terms. All
interpretations of the Plan and questions concerning its administration and
application shall be determined by the Administrator, and such determination
shall be binding on all persons except as otherwise expressly provided herein.

      7.3 RECORDS AND REPORTS

            The Administrator shall keep a record of his or her proceedings and
actions and shall maintain all such books of account, records and other data as
shall be necessary for the proper administration of the Plan. Such records shall
contain all relevant data pertaining to individual Participants and their rights
under the Plan. The Administrator shall have the duty to carry into effect all
rights or benefits provided hereunder to the extent assets of the Company are
properly available therefor.

      7.4 PAYMENT OF EXPENSES

            The Company shall pay all expenses of administering the Plan. Such
expenses shall include any expenses incident to the functioning of those to whom
the Board delegates duties, and those persons appointed by the Administrator
under Section 7.2.

      7.5 INDEMNIFICATION FOR LIABILITY



                                       9
<PAGE>
            The Company shall indemnity the Administrator and the employees of
the Company to whom the Administrator delegates duties under the Plan against
any and all claims, losses, damages, expenses and liabilities arising from their
responsibilities in connection with the Plan, unless the same is determined to
be due to gross negligence or willful misconduct.

      7.6 DESIGNATION OF BENEFICIARY AND PROOF

            (a) Designation of Beneficiary. Each Participant shall designate a
Beneficiary in his or her Application for Participation to receive any Deferred
Income which may become payable under Section 5.2. The Participant may change
his or her designation from time to time by filing a subsequent designation of
Beneficiary with the administrator on a form prescribed by the Administrator.

            (b) Documentary Proof. The Administrator way require the execution
and delivery of such documents, papers and receipts as he or she may deem
reasonably necessary in order to be assured that any payment under Section 3.2
is made to the Beneficiary entitled thereto.

      7.7 CLAIMS PROCEDURE

            (a) Filing Claim for Benefits. If an individual (hereinafter
referred to as the "Applicant," which reference shall include the personal
representative, if any, of the individual) does not receive the timely payment
of the amount credited to his or her Deferred Income Account to which the
Applicant believes he or she is entitled under the terms of the Plan, the
Applicant may make a claim for such amount in the manner hereinafter provided.

            All claims under the Plan shall be made in writing and shall be
signed by the Applicant. Claims shall be submitted to the Administrator for
initial review. If the Applicant does not furnish sufficient information with
the claim for the Administrator to determine the


                                       10
<PAGE>
validity of the claim, the Administrator shall furnish the Applicant with forms,
within ten days of receipt of the initial claim, indicating any additional
information which is necessary for the Administrator to determine the validity
of the claim.

            Each claim hereunder shall be acted on and approved or disapproved
by the Administrator within 90 days following the receipt by the Administrator
of the information necessary to process the claim unless special circumstances
require an extension of the time for processing, in which case a decision shall
be rendered by the Administrator as soon as possible but not later than 180 days
after such information is received by the Administrator. The Administrator shall
notify the Applicant within the initial 90-day period as to the extension, the
nature of the special circumstances and the date by which the final decision is
expected to be made.

            In the event the Administrator denies a claim in whole or in part,
the Administrator shall notify the Applicant in writing of the denial of the
claim and notify such Applicant of his or her right to a review of the decision
by the Administrator. Such notice by the Administrator shall also set forth, in
a manner calculated to be understood by the Applicant, the specific reason for
such denial, the specific Plan provisions on which the denial is based, a
description of any additional material or information necessary to perfect the
claim, with an explanation of why such material or information is necessary, and
an explanation of the Plan's claim review procedure as set forth in Section
7.7(b).

            If no action is taken by the Administrator on an Applicant's claim
within 180 days after receipt by the Administrator, such application shall be
deemed to be denied for purposes of the following appeals procedure.



                                       11
<PAGE>
            (b) Appeals Procedure. Any Applicant whose claim for benefits is
denied in whole or in part (such Applicant being hereinafter referred to as the
"Claimant") may appeal from such denial to the Board for a review of the
Administrator's decision. Such appeal must be made within six months after the
Claimant has received written notice of the denial or if no such written notice
is received by the Claimant, within six months of the date the application is
deemed denied as provided above. An appeal must be submitted in writing within
such period and must:

                  (i) Request a review by the Board of the claim under the Plan;

                  (ii) Set forth all of the grounds upon which the Claimant's
request for review is based and any facts in support thereof; and

            The Board shall review all appeals by Claimants. The Board shall act
upon each appeal within 60 days after receipt thereof unless special
circumstances require an extension of the time for processing, in which case a
decision shall be rendered by the Board as soon as possible, but not later than
120 days after the appeal is received by the Board. The Board shall notify the
Claimant within the initial 60-day period that an extension is necessary.

            The Board shall make a full and fair review of each appeal and any
written materials submitted by the Claimant and/or the Company in connection
therewith. The Board may require the Claimant and/or the Company to submit such
additional facts, documents or other evidence as the Board in its discretion
deems necessary or advisable in making its review. The Claimant shall be given
the opportunity to review pertinent documents or materials upon submission of a
written request to the Board, provided the Board finds the requested documents
or materials are pertinent to the appeal.



                                       12
<PAGE>
            On the basis of its review, the Board shall make an independent
determination of the Claimant's eligibility for benefits under the Plan. The
decision of the Board on any claim for benefits shall be final and conclusive
for all purposes.

            In the event the Board denies an appeal in whole or in part, the
Board shall give written notice of the decision to the Claimant, which notice
shall set forth in a manner calculated to be understood by the Claimant the
specific reasons for such denial and shall make specific reference to the
pertinent Plan provisions on which the Board's decision was based.

                     ARTICLE VIII. AMENDMENT AND TERMINATION

      8.1 AMENDMENT OR MODIFICATION

            This Agreement shall not be amended or modified except by written
agreement duly executed by Participant and Company.

      8.2 TERMINATION

            The Board shall have the right at any time to terminate the Plan and
to discontinue compensation reduction contributions if the Board determines that
it is in the interest of the Company to do so. Upon termination of the Plan, the
amounts then credited to the Deferred Income Account of each Participant shall
be paid in a lump sum to each such Participant not later than six months
following the date of termination.

                      ARTICLE IX. MISCELLANEOUS PROVISIONS

      9.1 RIGHT OF COMPANY TO DISCHARGE ELIGIBLE EMPLOYEES

            The adoption and maintenance of this Plan shall not be deemed to
constitute a contract between the Company and any Eligible Employee, or to be a
consideration for, or an inducement or condition of, the employment of any
person. NOTHING HEREIN CONTAINED OR ANY ACTION TAKEN HEREUNDER SHALL BE DEEMED
TO GIVE ANY ELIGIBLE


                                       13
<PAGE>
EMPLOYEE THE RIGHT TO BE RETAINED IN THE EMPLOY OF THE COMPANY OR TO INTERFERE
WITH THE RIGHT OF THE COMPANY TO DISCHARGE ANY ELIGIBLE EMPLOYEES AT ANY TIME
NOR SHALL IT BE DEEMED TO GIVE TO THE COMPANY THE RIGHT TO REQUIRE THE ELIGIBLE
EMPLOYEE TO REMAIN IN ITS EMPLOY AT ANY TIME, NOR SHALL IT INTERFERE WITH THE
ELIGIBLE EMPLOYEE'S RIGHT TO TERMINATE HIS OR HER EMPLOYMENT AT ANY TIME.

      9.2 ALIENATION OR ASSIGNMENT OF BENEFITS

            None of the rights, interest or benefits contemplated under this
Agreement may be sold, given away, assigned, transferred, pledged, mortgaged,
alienated, hypothecated or in any way encumbered or disposed of by Participant,
or any executor, administrator, heir, legatee, distributee, relative or any
other person or entity, whether or not in being, claiming under Participant by
virtue of this Agreement, and none of the rights, interest or benefits
contemplated by this Agreement shall be subject to execution, attached, or
similar process. Any (or attempted) sale, gift, assignment, transfer, pledge,
mortgage, alienation, hypothecation or this Agreement or of such rights,
interest or benefits contrary to the foregoing provisions, or the levy or any
attachment or similar process thereon, shall be null and void and without
effect.

      9.3 RIGHT TO WITHHOLD

            The Company shall, have the right to withhold from all distributions
from the Plan any federal, state or local taxes required by law to be withheld
with respect to such distributions.

      9.4 NOTICES

            Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and sent by registered or certified mail, if
to Participant to his address as


                                       14
<PAGE>
shown on the books of Company, and if to the Company to the address shown above,
or such other address as the Company may have designated in writing, or if such
written notice is actually received by the person to whom sent.

      9.5 POWER AND AUTHORITY

            The Company through either its Board of Directors or Executive
Committee shall have full power and authority to interpret, construe and
administer this Agreement, and any such interpretation or construction hereof by
the Company or other action hereunder, including the amount or recipient of any
one or more payments of the benefits payable hereunder, shall be binding and
conclusive on all persons whether in being or not. The Company shall not be
liable to any person, whether in being or not f or any action taken or omitted
in connection with the interpretation and administration of this Agreement,
unless attributable to the willful misconduct or bad faith of the Company, it
being understood and agreed however that the employment of Participant is and
shall continue to be solely at the will of the Company.

      9.6 WAIVER OR BREACH

            Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right of
power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

      9.7 GENDER AND PLURAL

            All references made and pronouns used herein shall be construed in
the singular or plural, and in such gender as the context may require.

      9.8 CAPTIONS



                                       15
<PAGE>
            The captions of the various provisions shall not be deemed a part of
this Agreement and shall not be construed in any way to limit the contents
hereof but are inserted herein only for reference and for convenience of the
parties.

      9.9 GOVERNING STATE LAW

            This Agreement may be executed at different times in different
places, but all questions concerning the construction or validity hereof or
relating to performance hereunder shall be determined in accordance with the
laws of the Commonwealth of Pennsylvania.

      9.10 DUPLICATE ORIGINALS

            This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument, and there shall be no requirement to produce
another counterpart.

      9.11 EXAMPLE CALCULATIONS

            The Participant hereby acknowledges that it is understood that all
example calculation sheets furnished at anytime to the Participant or his/her
agent were furnished for illustrative purposes only and that the funds available
for distribution under this Plan may be considerably less than the illustrations
indicated as example calculations. It is further understood that the example
calculations are not to be considered a warranty, guarantee or any other such
commitment by the Company of funds that will be available for payment under any
Section of this Agreement.

      9.12 SUCCESSORS OR ASSIGNS

            It is hereby agreed that the terms and provisions of this
Supplemental Retirement Plan shall be binding upon the Successors or Assigns of
The York Water Company (Company).


                                       16
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Participant has hereunto set
his hand and seal as of the day and year first above written.

ATTEST:                                  THE YORK WATER COMPANY


----------------------------------       ----------------------------------
            Secretary                                President





(SEAL)
                                         ----------------------------------
                                                     Participant




                                       17
<PAGE>
                                    EXHIBIT A


                          APPLICATION FOR PARTICIPATION
                                     IN THE
                              DEFERRED INCOME PLAN


      1. This Application for Participation constitutes the election of
                           (insert name of Participant) (the "Participant") to
participate in the Deferred Income Plan (the "Plan").

      2. The Participant agrees to the terms and conditions of the Plan as such
Plan now exists, and as it may be amended from time to time.

      3. The Participant agrees that the Payroll Department of The York Water
Company (the "Company") shall reduce the Participant's compensation by      %
for the 1991 calendar year. This election shall be effective
1991. The Participant understands that such reduction in his or her compensation
shall be effective only for eight years.

      4. The Participant designates the following person(s) or legal entity as
the Beneficiary to receive any deferred compensation to which he or she is
entitled upon his or her death:



-----------------------------------           ----------------------------------
                 Name                                   Relationship

--------------------------------------------------------------------------------

However, the Participant understands that if no designated Beneficiary survives
the Participant, the Deferred Income payable under this Plan will be paid to the
Participant's surviving spouse, or if none, to the Participant's personal
representative.

      5. The Participant acknowledges that the Company is under no obligation to
continue the Plan and that participation in the Plan in no way guarantees his or
her employment.

      6. This Application for Participation shall become effective on the
effective date stated in Paragraph 3 above, without further notice to the
Participant by the Company.


-----------------------------------           ----------------------------------
                 Date                             Signature of Participant

This application received this         day of                     , 1991.
                               -------        --------------------


                                         By:
                                              ----------------------------------
                                                     Administration


                                       18
<PAGE>
TO WHOM IT MAY CONCERN

I designate the following as my beneficiary for the Deferred Income Plan of The
York Water Company.

Name of Beneficiary

         Primary

               Name
                                ------------------------------------------------
               Address
                                ------------------------------------------------

                                ------------------------------------------------
               Relationship
                                ------------------------------------------------

         Secondary

               Name
                                ------------------------------------------------
               Address
                                ------------------------------------------------

                                ------------------------------------------------
               Relationship
                                ------------------------------------------------

                                 Signed
                                          --------------------------------------
                                 Date
                                          --------------------------------------

Commonwealth of Pennsylvania     )
                                 )  SS:
County of York                   :

On this, the               day of                                  , 19        ,
before me, a notary public, the undersigned personally appeared, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein
contained.

In witness whereof, I hereunto set my hand and official seal.


-------------------------------
      Notary Public



                                       19
<PAGE>
                                  SUPPLEMENTAL
                         DEFERRED COMPENSATION AGREEMENT

      WHEREAS, effective January 1, 1988, The York Water Company entered into a
Deferred Compensation Agreement with the hereinafter named participant; and

      WHEREAS, the projected estimated benefits were based upon 1988 interest
and dividend rate levels; and

      WHEREAS, the actual experience has been considerably less than projected;
and

      WHEREAS, Section 3.2 requires "the participant's compensation shall be
reduced by a like amount in each Plan Year for an eight (8) year period"; and

      WHEREAS, it has now been determined that an eight (8) year period will
result in a considerable reduction in the projected benefits; and

      WHEREAS, the Company and participants are willing to extend the period to
bring the 1988 projected benefits more in line with the 1988 estimated projected
benefits.

      NOW, THEREFORE, the parties hereto, intending to be legally bound, do
hereby mutual agree as follows:

1. Section 3.2 is hereby amended so that the participant's compensation shall be
reduced by a like amount in each Plan Year for an eleven (11) year period. The
period is measured from January 1, 1988.

2. The Company's matching contribution shall continue f or the same period in
the same amount.

3. The parties agree that all other terms and conditions set forth in the
Agreement effective January 1, 1989 shall remain in full force and effect.




                                       20
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
        day of March, 1994.


ATTEST:                                   THE YORK WATER COMPANY


-----------------------------------       -----------------------------------
            Secretary                                President




(SEAL)
                                          -----------------------------------
                                                     Participant





                                       21
<PAGE>
                                  Schedule 10.8

<TABLE>
<CAPTION>
        Name                Effective Date            Monthly Benefit Factor (%)
        ----                --------------            --------------------------
<S>                       <C>                         <C>
   Jeffrey S. Osman          May 11, 1988                       0.717
  Kathleen M. Miller      February 22, 1999                     0.962
   Vernon L. Bracey        August 29, 2002                      0.717
   Jeffrey R. Hines          May 1, 1990                        1.110
    Duane R. Close           May 11, 1988                       2.032
  Bruce C. McIntosh       December 18, 1996                     0.664
</TABLE>




</TEXT>
</DOCUMENT>
