AQUA AMERICA, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR NICHOLAS DEBENEDICTIS

Exhibit 10.48

AQUA AMERICA, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR NICHOLAS DEBENEDICTIS

(As Amended and Restated Effective January 1, 2008)

TABLE OF CONTENTS

AQUA AMERICA, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR NICHOLAS DEBENEDICTIS

(As Amended and Restated Effective January 1, 2008)

WHEREAS, Aqua America, Inc. (the “Company”) maintains the Aqua America, Inc. Supplemental Executive Retirement Plan (the “Plan”) for Nicholas DeBenedictis, Chairman and Chief Executive Officer of the Company; and

WHEREAS, the Company desires to amend the Plan to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and effective January 1, 2009, the final regulations issued thereunder;

NOW, THEREFORE, effective January 1, 2008, except as otherwise provided herein, Aqua America, Inc. hereby amends and restates the Plan as follows:

ARTICLE I

DEFINITIONS

1.1 “ Board ” shall mean the Board of Directors of the Company.

1.2 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations issued thereunder.

1.3 “ Committee ” shall mean the Pension Committee.

1.4 “ Company ” shall mean Aqua America, Inc., a Pennsylvania corporation.

1.5 “ Normal Retirement Date ” shall mean the first day of the month coincident with or next following the date on which the Participant attains his Normal Retirement Age, as defined in the Retirement Plan.

1.6 “ Participant ” shall mean Nicholas DeBenedictis.

1.7 “ Plan ” shall mean this Aqua America, Inc. Supplemental Executive Retirement Plan for Nicholas DeBenedictis.

1.8 “ Retirement ” shall mean Separation from Service on or after age 65.

1.9 “ Retirement Plan ” shall mean the Retirement Income Plan for Aqua America, Inc. and Subsidiaries.

1.10 “ Retirement Plan Benefit ” shall mean the accrued benefit payable to the Participant as determined under the terms of the Retirement Plan.

1.11 “ Retirement Plan Surviving Spouse Benefit ” shall mean the Surviving Spouse Benefit determined pursuant to the terms of the Retirement Plan in the event of the death of the Participant at any time prior to commencement of payment of his Retirement Plan Benefit.

1.12 “ Separation from Service ” shall mean the Participant’s termination of employment with the Company and all affiliated companies considered a single employer with the Company as provided under Code section 409A and guidance issued thereunder and, effective January 1, 2009, Treas. Reg. §1.409A-1(h) and any successor thereto. The default rules of Treas. Reg. §1.409A-1(h) shall apply except for purposes of determining if the level of bona fide services will permanently decrease from the average level of bona fide services performed over the immediately preceding 36-month period (or full period of service, if shorter). In applying such rules, 33-1/3% shall be substituted for 20%.

1.13 “ Specified Employee ” shall mean an employee as defined in Code section 409A(a)(2)(B)(i) and guidance issued thereunder and, effective January 1, 2009, Treas. Reg. §1.409A-1(i) or any successor thereto and as determined in accordance with the methodology adopted by the Company in accordance with such regulation and set forth in the written policy entitled “Aqua America, Inc. Key Employee Determination Process for purposes of Section 409A,” which is incorporated herein by reference.

1.14 “ Supplemental Excess Benefit ” shall mean the total benefit payable to the Participant under this Plan.

1.15 “ Supplemental Excess Surviving Spouse Benefit ” shall mean the Surviving Spouse Benefit payable to a Surviving Spouse pursuant to this Plan with respect to Supplemental Excess Benefits.

1.16 “ Supplemental Benefit ” shall mean the benefit, if any, payable to the Participant under the Supplemental Pension Plan.

1.17 “ Supplemental Pension Plan ” shall mean the Aqua America, Inc. Supplemental Pension Benefit Plan for Salaried Employees.

1.18 “ Surviving Spouse ” shall mean a person who qualifies as a surviving spouse under the Retirement Plan.

1.19 “ Surviving Spouse Benefit ” shall mean the survivor annuity payable to the Surviving Spouse determined as if the Participant had retired on the later of the day prior to his death or on the date of his earliest retirement age (having survived to such date), with an immediate joint and 50% survivor annuity. A Surviving Spouse Benefit shall be determined in the form of a single life annuity (based on such 50% survivor annuity) for the life of the Surviving Spouse commencing on the later of the Participant’s date of death or earliest retirement age. Earliest retirement age shall have the same meaning as under the Retirement Plan.

ARTICLE II

SUPPLEMENTAL EXCESS BENEFIT

2.1 Calculation of Benefit .

(a)  Retirement . The Supplemental Excess Benefit payable to the Participant under this Plan upon his Retirement shall be equal to (i) the monthly amount of the benefit that would be payable under the Retirement Plan (expressed in the form of a single life annuity commencing at the Participant’s Normal Retirement Date or, if later, the date of determination) if the Participant were fully vested in his benefit under the Retirement Plan, calculated as if the Participant had 25 Years of Service under the Retirement Plan on the date of Retirement and had not deferred any compensation under the Aqua America, Inc. Executive Deferral Plan, and without taking into account the limitations of sections 401(a)(17) and 415 of the Code, less (ii) the monthly amount of the Retirement Plan Benefit (expressed in the form of a single life annuity commencing at the Participant’s Normal Retirement Date or, if later, the date of determination) payable to the Participant under the Retirement Plan and the monthly amount of the Supplemental Benefit (expressed in the form of a single life annuity commencing at the Participant’s Normal Retirement Date or, if later, the date of determination) payable to the Participant under the Supplemental Pension Plan.

(b)  Separation from Service Prior to Retirement . The Supplemental Excess Benefit payable to the Participant under this Plan upon his Separation from Service for any reason prior to age 65 shall be equal to (i) the benefit that would be payable under the Retirement Plan (expressed in the form of a single life annuity commencing at the Participant’s Normal Retirement Date or, if later, the date of determination) if the Participant were fully vested in his benefit under the Retirement Plan, calculated as if the Participant were credited with two years of benefit service for each of the first seven years of his actual service with the Company, plus one year of benefit service for each year of actual service after the seventh year of service, and had not deferred any compensation under the Aqua America, Inc. Executive Deferral Plan, and without taking into account the limitations of sections 401(a)(17) and 415 of the Code, less (ii) the monthly amount of the Retirement Plan Benefit (expressed in the form of a single life annuity commencing at the Participant’s Normal Retirement Date or, if later, the date of determination) payable to the Participant under the Retirement Plan and the monthly amount of the Supplemental Benefit (expressed in the form of a single life annuity commencing at the