BIW Biw Limited

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On October 22, 2007, BIW Limited's wholly-owned subsidiary Birmingham Utilities, Inc. (the "Company") amended its Employment Agreement dated October 1, 1998 with John Tomac, its President and Treasurer (the "Amendment").

Pursuant to the Amendment, Mr. Tomac's employment agreement was amended to bring it into compliance with Section 409A of the Internal Revenue Code to provide that any severance payments to Mr. Tomac will not be made until the first day of the seventh month following separation from service. Mr. Tomac's employment agreement was amended with respect to the payment of severance under the following circumstances:

o Upon termination by Mr. Tomac upon a breach of the employment agreement by the Company (Section 4(c)), Mr. Tomac was previously entitled to receive continued compensation and benefits due as if no breach occurred. Pursuant to the Amendment, Mr. Tomac does not receive the first payment until the first day of the seventh month following termination (a lump sum for amounts accrued up to that point), and he then would receive regular periodic payments.

o Upon termination without cause by the Company (Section 4(e)), Mr. Tomac was previously entitled to receive continued salary and benefits for one year. Pursuant to the Amendment, Mr. Tomac would now receive this amount in a single lump sum on the first day of the seventh month following termination.

o Upon termination by Mr. Tomac upon a change of control (Section 4(g)), Mr. Tomac was previously entitled to two times the greater of: (i) his compensation for the previous full fiscal year or (ii) his average annual compensation during the two prior fiscal years, such amount to be payable within 90 days of termination. Pursuant to the Amendment, this payment would not be made until the first day of the seventh month following termination.

The Amendment also contains certain technical amendments to the definitions of "Disability" and "Change of Control" to conform these definitions to Section 409A of the Internal Revenue Code.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.