S-8

As filed with the Securities and Exchange Commission on October 1, 2013

Registration Statement No. 333-_________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

____________

THE YORK WATER COMPANY

(Exact name of registrant as specified in its charter)

____________

Pennsylvania (State or other jurisdiction of incorporation or organization)	23-1242500 (I.R.S. Employer Identification No.)
130 East Market Street York, PA (Address of principal executive officies)	17401 (Zip Code)

____________

The York Water Company Employees' Stock Purchase Plan

(Full title of the plan)

____________

JEFFREY R. HINES

President and

Chief Executive Officer

The York Water Company

130 East Market Street

York, Pennsylvania 17401

(Name and address of agent for service)717-845-3601 (Telephone number, including area code, of agent for service)

____________

Copy of all communications to:

Brian Miner

Reed Smith LLP

2500 One Liberty Place

1650 Market Street

Philadelphia, PA 19103

(215) 851-8119

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amountto beregistered(1)	Proposed maximumoffering priceper share (2)	Proposed maximum aggregate offering price	Amount ofregistration fee**
Common Stock, no par value	260,000(3)shares	$20.86	$5,423,600.00	$739.78

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of computing the registration fee based upon $20.86, the average of the high and low prices per Common Share reported on the NASDAQ Global Select Market on September 25, 2013.

(3) Includes (a) 180,000 shares that became issuable under the Plan with respect to the shares registered under the Company's Form S-8 filed with the Securities and Exchange Commission on June 12, 1997, as amended, as a result of the 2-for-1 stock split effected on May 11, 2002 and the 3-for-2 stock split effected on September 12, 2006, and (b) 80,000 additional shares.

** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2013, issued August 31, 2012, is calculated by multiplying the Transaction Valuation by 0.0001364.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by The York Water Company (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this Registration Statement:

(a)The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012;

(b)The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013;

(c)The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013; and

(d)The description of the Registrant's Common Stock, no par value (the "Common Stock"), set forth in the Registrant's Current Report on Form 8-K filed with the Commission on June 12, 1997.

In addition, each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacity if the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for specified expenses. The corporation is required under Section 1743 of the BCL to indemnify directors and officers against expenses they may incur in defending such actions against them in such capacities if they are successful on the merits or otherwise in defense of such actions.

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Section 1713 of the BCL permits the shareholders to adopt a bylaw provision relieving a director (but not an officer) of personal liability for monetary damages except where (i) the director has breached the applicable standard of care, and (ii) such conduct constitutes self-dealing, willful misconduct or recklessness. The statute provides that a director may not be relieved of liability for the payment of taxes pursuant to any federal, state or local law or responsibility under a criminal statute. Article VII of the Company's By-Laws limits the liability of any director of the Company to the fullest extent permitted by Section 1713 of the BCL.

Section 1746 of the BCL grants a corporation broad authority to indemnify its directors, officers and other agents for liabilities and expenses incurred in such capacity, except in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Pursuant to Section 1746 of the BCL, Article VIII of the Company's By-Laws provides for indemnification of directors, officers and other agents of the Company to the extent otherwise permitted by Section 1741 of the BCL and also in circumstances not otherwise permitted by Sections 1741 and 1742 of the BCL.

Article VIII of the Company's By-Laws provides a right to indemnification for expenses and certain liabilities paid or incurred by any indemnified representative of the Company, including directors and officers of the Company, in connection with any actual or threatened claim, action, suit or proceeding in which he or she may be involved by reason of being or having been, among others, a director, officer, employee or agent of the Company, or at the request of the Company, of another corporation, partnership, joint venture, trust or other entity. In accordance with Section 1744 of the BCL, Article VIII requires the Company to determine the availability of indemnification by certain specified procedures, including by vote of directors not a party to the proceeding in respect for which indemnification is sought or, in certain circumstances, determination of independent counsel.

Article VIII of the Company's By-Laws authorizes the Company to further effect or secure its indemnification obligations by purchasing and maintaining insurance. The Company has purchased officers' and directors' liability insurance which covers certain liabilities incurred by its officers and directors in connection with the performance of their duties, subject to the limitations of such policy. This insurance also insures the Company against amounts paid by the Company to indemnify covered directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Exhibit No. Description of Exhibits

4.1 Dividend Reinvestment and Direct Stock Purchase and Sale Plan, incorporated by reference to the Prospectus included in the Post-Effective Amendment No. 1 to Form S-3 dated June 26, 2008 (File No. 333-59072)

4.2 Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the $15,000,000 5.0% Monthly Senior Notes, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 8, 2010.

4.3 First Supplemental Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed October 8, 2010.

5.1* Opinion of Reed Smith LLP as to the legality of the shares being registered.

23.1* Consent of ParenteBeard LLC.

23.2 Consent of Reed Smith LLP (included in Exhibit 5.1).

24.1 Power of Attorney (set forth on the signature page of this Registration Statement).

99.1* The York Water Company Employee Stock Purchase Plan.

* Filed herewith.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

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(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in York, Pennsylvania, on this 30th day of September 2013.

THE YORK WATER COMPANY

By: /s/ Jeffrey R. HinesJeffrey R. Hines President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each person whose signature appears below makes, constitutes and appoints Jeffrey R. Hines and Kathleen M. Miller and each of them acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments or post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith as the Registrant deems appropriate and hereby ratifies and confirms all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Jeffrey R. Hines Jeffrey R. Hines	President and Chief Executive Officer (Principal Executive Officer and Director)	September 30, 2013
/s/ Kathleen M. Miller Kathleen M. Miller	Chief Financial Officer and Treasurer (Principal Accounting Officer and Chief Financial Officer)	September 30, 2013
/s/ Cynthia A. Dotzel Cynthia A. Dotzel	Director	September 30, 2013
/s/ John L. Finlayson John L. Finlayson	Director	September 30, 2013
Michael W. Gang	Director
/s/ George W. Hodges George W. Hodges	Director	September 30, 2013
/s/ George H. Kain, III George H. Kain, III	Director	September 30, 2013
/s/ Jeffrey S. Osman Jeffrey S. Osman	Director	September 30, 2013
Steven R. Rasmussen	Director
/s/ Ernest J. Waters Ernest J. Waters	Director	September 30, 2013

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INDEX TO EXHIBITS

ExhibitNumber	ExhibitDescription	Page Number ofIncorporationBy Reference
4.1	Dividend Reinvestment and Direct Stock Purchase and Sale Plan	Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as the Prospectus included in Post-Effective Amendment No. 1 to Form S-3 dated June 26, 2008 (File No. 333-59072).
4.2	Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the $15,000,000 5.0% Monthly Senior Notes	Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.1 to the Company's October 8, 2010 Form 8-K.
4.3	First Supplemental Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note)	Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.2 to the Company's October 8, 2010 Form 8-K
5.1	Opinion of Reed Smith LLP as to the legality of the shares being registered.	Filed herewith
23.1	Consent of ParenteBeard LLC	Filed herewith
23.2	Consent of Reed Smith LLP.	(Included in Exhibit 5.1)
24.1	Power of Attorney.	(Set forth on the signature page of this Registration Statement)
99.1	The York Water Company Employee Stock Purchase Plan.	Filed herewith

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EX-5.1

Exhibit 5.1

September 30, 2013

The York Water Company130 East Market Street York, Pennsylvania 17401

Re: The York Water Company - Form S-8 Registration Statement Relating to The York Water Company Employees' Stock Purchase Plan

Ladies and Gentlemen:

As your counsel, we have assisted in the preparation of the above-referenced registration statement (the "Registration Statement") for filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder.

The Registration Statement relates to 260,000 shares of Common Stock, without par value (the "Common Stock"), of The York Water Company (the "Registrant") which may be issued pursuant to The York Water Company Employees' Stock Purchase Plan (the "Plan"). We have examined the Registrant's Amended and Restated Articles of Incorporation, as amended, By-Laws, as amended, minutes and such other documents, and have made such inquiries of the Registrant's officers, as we have deemed appropriate. In our examination, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals, and the conformity with originals of all items submitted to us as copies.

Based upon the foregoing, it is our opinion that the Registrant's Common Stock originally issued by the Registrant to eligible participants through the Plan, when issued and delivered as contemplated by the Plan, will be legally issued, fully paid and non-assessable.

For purposes of this opinion, we have assumed that the Common Stock will be issued in compliance with an appropriate Securities Certificate approved by the Pennsylvania Public Utility Commission.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Reed Smith LLP

Reed Smith LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated March 12, 2013, relating to the financial statements, the effectiveness of The York Water Company's internal control over financial reporting, and schedule of The York Water Company appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

/s/ ParenteBeard LLC

ParenteBeard LLC

York, Pennsylvania

October 1, 2013

EX-99.1

Exhibit 99.1

December 15, 1980

Amended January 12, 1981

Amended August 12, 1982

Amended November 28, 1988

Amended December 23, 1996

Amended May 27, 1997

          Amended October 1, 2013

THE YORK WATER COMPANY

EMPLOYEES' STOCK PURCHASE PLAN

1.PURPOSE OF THE PLAN

The purpose of the Employees' Stock Purchase Plan (the "Plan") is to provide an opportunity for eligible employees of The York Water Company (the "Company") to obtain an ownership interest in the Company through purchases of common stock by payroll deductions. It is the intention of the Company that the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code") and the Plan shall be administered in accordance with this intent. The Plan is effective as of its approval by the Board of Directors of the Company (the "Board") on September 30, 2013 (the "Effective Date"), subject to the approval of the shareholders of the Company within 12 months of the Effective Date.

Pursuant to the Plan, 350,000 shares of the Company's Common Stock, no par value, are reserved for issuance thereunder (subject to adjustment upon changes in capitalization of the Company as provided in Section 20 hereof).

2.TERM OF THE PLAN

The operation of this Plan shall commence on the Effective Date and shall be automatically renewed from year to year unless terminated by action of the Board, provided that the Plan shall terminate automatically if it is not approved by shareholders within 12 months of the Effective Date.  If less than five employees elect to participate or the participation drops to less than five employees, the Plan may be terminated.

3.CUSTODIAN

The Company shall be the Custodian for the Plan, unless the Company shall in its discretion select a bank or other similar type institution or organization to be the Custodian.  The duties of the Custodian shall be performed in a reasonable manner, but the Custodian shall not be personally responsible for any errors in judgment or performance which are not the result of willful misconduct or gross negligence.

4.ADMINISTRATION OF THE PLAN

Except to the extent that responsibilities may be delegated to and assumed by a Custodian other than the Company, the Board of the Company shall appoint an administrator (the "Administrator") annually to oversee the Plan's operation.  The Administrator's term shall be one year, to be renewed at the discretion of the Board.  The Board may remove the Administrator during his or her term, if appropriate.  The Board appointed the Human Resources Director to this position.  The Administrator's address is:

Human Resources Director

The York Water Company

130 East Market Street

York, Pennsylvania 17401-1219

Phone:  717-845-3601

The Company's Human Resources Director shall receive no additional compensation for serving as Administrator of the Plan.

5.ELIGIBILITY REQUIREMENTS

Any full-time employee who has been a full-time employee continuously for ninety days shall be eligible to participate in the Plan.  An eligible employee may join the Plan at any time, provided that the employee has submitted to the Administrator of the Plan a properly completed and executed Stock Purchase and Payroll Deduction Agreement (the "Purchase Agreement").

Notwithstanding any provisions of the Plan to the contrary, no employee may participate in the Plan if such employee (or any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code) owns capital stock of the Company and/or holds outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any parent or subsidiary corporation.

All employees who participate in the Plan shall have the same rights and privileges under the Plan, except for differences that may be mandated by local law and that are consistent with Section 423(b)(5) of the Code.

6.OFFERING PERIODS

The Plan shall be implemented by consecutive three month offering periods commencing on the first day of a calendar quarter and ending on the last day of a calendar quarter (an "Offering Period"), provided that the Board may, in its sole discretion, extend or shorten any Offering Period.

7.STOCK PURCHASE AND PAYROLL DEDUCTION AGREEMENT

Each eligible employee wishing to purchase common stock of the Company pursuant to the Plan shall complete and execute a Purchase Agreement.

An eligible employee may specify as the dollar deduction from his or her gross compensation any dollar amount up to 10% of the periodic straight time earnings or gross salary during the Offering Period, such dollar amount to be deducted from each salary check as designated by the employee; provided, however, that each payroll deduction shall be a whole dollar amount, and further provided that the minimum amount that may be deducted is $2.  Any employee participating in the Plan may increase or decrease the dollar amount to be deducted from his or her compensation at any time during an Offering Period by submitting a revised Purchase Agreement.  Purchase Agreement forms may be obtained from the Administrator of the Plan.

8.PAYROLL DEDUCTIONS

In accordance with each participating employee's Purchase Agreement, payroll deductions shall be made from each of the employee's paychecks commencing with the first pay during an Offering Period after submission of a Purchase Agreement to the Plan Administrator.

The Company shall remit the amounts deducted from the paychecks issued to an interest bearing savings account within 10 days after the pay date.

9.ADDITIONAL CONTRIBUTIONS

An employee participating in the Plan may make an additional lump sum contribution, provided that the maximum dollar amount in Section 7 above is not exceeded.

10.STOCK PURCHASE ACCOUNTS

The Administrator shall establish and maintain a stock purchase account in the name of each participating employee.  Each amount deducted from a participant's paycheck shall be credited to such participant's stock purchase account.  The effective date of each credit to any participant's account shall be the date on which the participant is issued his or her paycheck from which the deduction is made, without regard to the date on which the check is actually received.  Interest will be paid on any amounts in any stock purchase accounts at the then current rate paid by the institution holding the account.  The interest will be prorated to each participant's account as of the first of each calendar quarter.  At the end of each Offering Period that the Plan is in effect, the Company shall prepare and transmit to the Administrator the aggregate amount in each individual account.  No fees, commissions or other charges shall be deducted from the participants' accounts.

11.GRANT OF OPTION

On the last day of an Offering Period (the "Grant Date"), each employee participating in the Plan during such Offering Period shall be granted an option to purchase on the Exercise Date (as defined in Section 12), at the applicable Purchase Price (as defined in Section 13) a number of shares of Company common stock determined by dividing the amount credited to such participant's stock purchase account on such Grant Date by the applicable Purchase Price.

Notwithstanding the foregoing, (i) no option shall be granted to a participant that entitles the participant to purchase a number of shares of Company common stock that is greater than $25,000 divided by the closing price of a share of Company common stock on the Grant Date, and (ii) no participant may accrue the right to purchase Company common stock (under this Plan and any other employee stock purchase plan of the Company and any parent or subsidiary corporation) at a rate that exceeds $25,000 of the fair market value of such stock (determined as of the applicable Grant Date) during any calendar year.

12.EXERCISE OF OPTION

The option granted to a participant pursuant to Section 11 above shall be exercised automatically on the Exercise Date. The Exercise Date shall be the sixteenth day of the month immediately following the Grant Date (provided that if such day is not a business day, the Exercise Date shall be the first business day immediately following such day). Immediately following the Exercise Date, the funds credited to a participant's stock purchase account will be used by the Administrator to purchase from the Company the stock subject to the option and each participant will have allocated to his or her account the number of shares of Company common stock purchased pursuant to the option. The participant's account will be debited for the price of said shares. Any monies left over in a participant's account after the Exercise Date due to the application of the limits set forth in Section 11 above shall be returned to the participant.

Shares which have been allocated to the account of a participating employee shall remain in the custody of the Company or its agent, as Custodian, unless otherwise directed as provided in Section 14.

All dividends and other distributions and all voting rights with respect to shares which have been allocated to the account of a participant but not yet distributed to the participant shall belong to and be vested in such participant, except that, at the written request of the participant, such dividends, distributions and voting rights may belong to and be vested in him or her jointly with another person or persons, or in the name or names of any other person or persons, jointly or severally.

13.DETERMINATION OF PURCHASE PRICE

The Purchase Price will be ninety-five percent (95%) of the fair market value of a share of Company common stock on the Grant Date.  Such fair market value will equal the mean between the high and the low prices for the Company's common shares as quoted on Nasdaq on such date.  If such price is not available, the Purchase Price will be determined by the Board based on the latest available market quotations or on such other basis as the Board shall deem lawful and appropriate.

14.DISTRIBUTION OF SHARES

Upon written request to the Administrator, a certificate for shares shall be issued and delivered to the employee as soon as practicable.  Such shares shall be registered in the name of the participating employee except that, at the written request of the employee, they may be registered jointly in his or her name and the name of another person or persons or in the name or names of any other person or persons, jointly or severally.  However, all shares allocated to the participating employee must be registered in one stock account only and may not be divided into more than one stock account.

15.WITHDRAWAL FROM THE PLAN

Any participating employee who, for any reason, ceases to be a full-time employee of the Company shall be deemed to have withdrawn from the Plan on the date employment ceases. Upon a participant's ceasing to be an employee, the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to such participant's beneficiaries, and any unexercised option held by such participant shall be automatically terminated.

In addition, any other participating employee may voluntarily withdraw from the Plan at any time by written termination of the Purchase Agreement.  The participant will receive an option on the next Grant Date, as set forth above, relating to payroll deductions and unallocated interest until the time of withdrawal, and such option will be exercised on the next Exercise Date and any remaining amount in the participant's account shall be returned to such participant.

Upon withdrawal from the Plan, an employee, subject to any allocation of shares to his or her nominee or nominees (as referred to in Sections 11 and 14 hereof), shall be entitled to receive any shares held by the Company or its agent, as Custodian, which have been allocated or credited to the employee's account.

16.EXPENSES

The charges of a Custodian other than the Company and all costs of maintaining records and executing transfers will be borne by the Company.

17.STATEMENT OF ACCOUNT

As soon as practicable after the each Grant Date, the Company or its agent, as Custodian, shall distribute to each participating employee, a quarterly statement of his or her account.  The statement shall set forth as of the last day of each Offering Period during the year (i) the total number of shares allocated to the participating employee's account which is in the custody of the Custodian; (ii) the amount in the account at the beginning of the quarter and the amount of participant contributions for the quarter; (iii) dividend and interest income allocated to said participant's account; (iv) the amount debited to the account for the purchase of shares, the number of shares purchased for the account for the quarter and the purchase price; and (v) all other pertinent data relating to such account.

18.GOVERNMENT REGULATIONS

The Plan and the transactions with respect to the Company's common stock pursuant thereto are subject to all applicable rules and regulations of state and federal law as may from time to time be effective and to such approval of governmental agencies as may be required.

19.TERMINATION OR AMENDMENT OF THE PLAN

The Company may terminate or amend the Plan effective as of the first day of any quarter provided that no such termination or amendment shall impair the rights of any participating employee under the Plan, or nominee or nominees of such employee, to receive any shares which have been allocated or credited to or for his or her account, and each such employee shall receive the amount of any payroll deductions and any prorated interest or dividends which should properly be credited to his or her account but which have not been applied to the purchase of shares.  Upon termination of the Plan, in the event of any cash or shares remaining in the possession of the Custodian after satisfaction of all of the rights of participating employees, the same shall belong to the Company.

20.CHANGES IN CAPITALIZATION

Subject to any required action by the stockholders of the Company, the number of shares reserved for issuance under the Plan, as well as the price per share and the number of shares of Company common stock covered by each option under the Plan which have not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Company common stock resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, combination or reclassification of Company common stock, or any other increase or decrease in the number of shares of Company common stock effected without receipt of consideration by the Company. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.

21.TRANSFERABILITY

Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect

22.MISCELLANEOUS

A participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Company common stock subject to an option unless and until the participant's shares of Company common stock acquired upon exercise of an option are recorded in the books of the Company (or its transfer agent).

The Plan does not constitute an employment contract. Nothing in the Plan or in the Offering shall in any way alter the at will nature of a participant's employment or be deemed to create in any way whatsoever any obligation on the part of any participant to continue in the employ of the Company, or on the part of the Company to continue the employment of a participant.

The provisions of the Plan shall be governed by the laws of the Commonwealth of Pennsylvania without resort to that state's conflicts of laws rules.

23.TAX INFORMATION

In General:  The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), but is not intended to constitute a qualified pension, profit-sharing or stock bonus plan under Section 401(a) of the Code.  The principal federal income tax consequences of the Plan under the Code as currently in effect are outlined below.  It is advisable for participating employees to obtain competent professional advice regarding the precise tax consequences of participation in the Plan.

Taxation on Sale of Stock: A participating employee will not recognize income on the grant of the option or on the exercise of the option. A participant's taxation with respect to the shares purchased pursuant to the option will depend on how long the participant holds the shares. If the participant holds the shares of stock until the later of two years from the Grant Date or one year from the Exercise Date (or in the event of the participant's death), the participant will be required to recognize ordinary income upon disposition equal to the lesser of (i) the excess of the fair market value of the stock on the Grant Date over the Purchase Price and (ii) the excess of the fair market value of the stock on the date of disposition of the stock over the Purchase Price. Any additional gain or loss will be short-term or long-term capital gain or loss, as applicable.

If the participant does not hold the shares of stock for the holding period described above, the participant will be taxed upon disposition on the excess of the fair market value of a share of stock on the Exercise Date over the Purchase Price, at ordinary income rates, and the participant will be taxed on any additional realized gain at long-term or short-term capital gains rates, as applicable.

Earnings on Stock Purchase Account:  The participating employee must report the amount of earnings credited to his or her stock purchase account as taxable income in the year in which that interest is accrued.  The Company will report to each participant the amount of interest earned yearly on an IRS Form 1099, when required, and may require certain other information from each participant to insure that there need be no federal income tax withholding on the interest earned.

The York Water Company

Employees' Stock Purchase Plan

Stock Purchase and Payroll Deduction Agreement

1. Payroll Deduction and Purchase of Stock.  I authorize The York Water Company to change my withheld contribution for my plan account as follows:

From: $ Weekly Amount To: $ Weekly Amount

Each such dollar amount shall be deducted from my paycheck; provided, however, that each payroll deduction shall be a whole dollar amount, and further provided that the minimum amount that may be deducted is $2.00 and the maximum amount is less than or equal to 10% of my regular straight time gross salary, subject to the limits set forth in the Plan.  Such payroll deductions shall continue to be made until I execute a revised Purchase Agreement, I withdraw from the Plan or the Plan terminates.  Each payroll deduction shall be credited to my stock purchase account and shall be used to purchase common stock from The York Water Company pursuant to the The York Water Company Employees' Stock Purchase Plan.

2. Ownership of Stock.  All dividends and other distributions and all voting rights with respect to shares which have been allocated to my account but not yet distributed to me or to my nominee or nominees shall belong to and be vested in me or my nominee or nominees, and upon distribution such shares shall be registered accordingly.  At my written request, such dividends, distributions and voting rights may belong to and be vested in me jointly with another person or persons or in the name or names of any other person or persons, jointly or severally, and such shares shall then be registered accordingly.

3. Rights Under The Plan.  I acknowledge receipt of a copy of the Description relating to the Plan October 1, 2013.  The rights under this Purchase Agreement shall be governed by The York Water Company Employees' Stock Purchase Plan as set forth in full in the Description.

4. Original Designation.  I hereby designate the following as the name / names in which all shares due me under the provisions of this Plan shall be registered, and such designation shall remain in full force and effect until changed by me in writing (only one such designation may be made):

(Exact name / names)

Social Security Number

Address

Effective Date:

		By
Employee's Signature	Date		Administrator	Date