EX-10.3






SECOND AMENDMENT TO AQUA AMERICA, INC.

SUPPLEMENTAL PENSION BENEFIT PLAN

FOR SALARIED EMPLOYEES




(As Amended and Restated Effective January 1, 2008)




WHEREAS, Aqua America, Inc. (the “Company”) maintains the Aqua America, Inc. Supplemental
Pension Benefit Plan for Salaried Employees (the “Plan”) for the benefit of a select group of
management and highly compensated employees; and



WHEREAS, the Company and Nicholas DeBenedictis have entered into an Employment Agreement; and



WHEREAS, Nicholas DeBenedictis (the “Participant”) made the one-time irrevocable election,
pursuant to and in accordance with Section 3.2(d), to transfer his benefit hereunder to the Aqua
America, Inc. Executive Deferral Plan; and



WHEREAS, the Company desires to amend the Plan in accordance with the Employment Agreement
between the Company and Nicholas DeBenedictis to increase the benefit to be transferred to the Aqua
America, Inc. Executive Deferral Plan for payment to his Surviving Spouse in the event of his
Separation from Service due to death after age 55 and to clarify Section 3.4;



NOW, THEREFORE, effective immediately, the Plan is hereby amended to read as follows:



1. Section 1.16 is hereby amended to read as follows:




1.16 “Surviving Spouse Benefit” means, except as otherwise provided in Section
3.2(d), 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 survivor
annuity. The survivor annuity percentage shall be 75% with respect to Participants in Part
A of the Retirement Plan and 50% with respect to Participants in Part C of the Retirement
Plan. A Surviving Spouse Benefit shall be determined in the form of a single life annuity
(based on such 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.



2. Section 3.2(d) is hereby amended by adding a sentence at the end thereof to read as
follows:




Notwithstanding the foregoing, or any other provision of this Plan to the contrary, with
respect to the participation of Nicholas DeBenedictis in the event of his Separation from
Service due to death after age 55, the Supplemental Surviving Spouse Benefit to be
transferred to the Aqua America, Inc. Executive Deferral Plan shall be an amount equal to
the actuarial equivalent present value of the Supplemental Benefit that would have been
transferred to such Executive Deferral Plan had Mr. DeBenedictis retired on the day prior to
the day of his death.



3. Section 3.4 is hereby amended for clarification purposes by adding a sentence at the end
thereof to read as follows:




For avoidance of doubt, the Supplemental Benefit as of any date after the Participant’s
Normal Retirement Date shall be the greater of (i) the Supplemental Benefit as of the
Participant’s Normal Retirement Date increased by one-half of one percent (1/2%) per month,
for a Participant in Part A of the Retirement Plan for the period from his Normal Retirement
Date to the date of determination or the Actuarial Equivalent of the Supplemental Benefit as
of Normal Retirement Date for a Participant in Part C of the Retirement Plan, or (ii) the
Supplemental Benefit calculated as of the date of determination.



IN WITNESS WHEREOF, Aqua America, Inc. has caused this Amendment to be duly executed, under
seal, this 31st day of       January     , 2010.



AQUA AMERICA, INC.




	 	 	 
	     /s/ Maria Gordiany       
	 	By:      /s/ Roy H. Stahl      

	 
	 	 

	Assistant Secretary
	 	Chief Administrative Officer,

General Counsel and Secretary







[Corporate Seal]