Exhibit 10.25

                               FIRST AMENDMENT TO
                       PHILADELPHIA SUBURBAN WATER COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                            FOR NICHOLAS DEBENEDICTIS

                           (Effective March 15, 1993)

                  WHEREAS, Philadelphia Suburban Water Company (the "Company")
established the Philadelphia Suburban Water Company Supplemental Executive
Retirement Plan for Nicholas DeBenedictis to provide for the payment of a
supplemental retirement benefit to Mr. DeBenedictis; and

                  WHEREAS, the Company reserved the right to amend the Plan; and

                  WHEREAS, the Company desires to amend the Plan to calculate
the benefit under this Plan as if Mr. DeBenedictis had not deferred any
compensation under the Philadelphia Suburban Corporation Executive Deferral
Plan;

                  NOW, THEREFORE, effective January 1, 1995, the Plan is hereby
amended to read as follows:

                  1. Section 2.1 is hereby amended to read as follows:

                     2.1 Calculation of Benefit.

                         (a) Retirement. The Supplemental Benefit payable to the
Participant under this Plan upon his retirement from the Company on or after age
65 shall be equal to (i) the benefit that would be payable under the Retirement
Plan 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 Philadelphia Suburban Corporation Executive Deferral Plan, and without
taking into account the limitations of sections 401(a)(17) and 415 of the
Internal Revenue Code of 1986, less (ii) the benefit payable to the Participant
under the Retirement Plan and the Excess Benefit payable to the Participant
under the Excess Plan. All of the adjustments provided in the Retirement Plan
shall be taken into account when computing the Supplemental Benefit.

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                         (b) Termination of Employment Prior to Retirement. The
Supplemental Benefit payable to the Participant under this Plan upon his
termination of employment from the Company for any reason prior to age 65 shall
be equal to (i) the benefit that would be payable under the Retirement Plan 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 Philadelphia
Suburban Corporation Executive Deferral Plan, and without taking into account
the limitations of sections 401(a)(17) and 415 of the Internal Revenue Code of
1986, less (ii) the benefit payable to the Participant under the Retirement Plan
and the Excess Benefit payable to the Participant under the Excess Plan. All of
the adjustments provided in the Retirement Plan shall be taken into account when
computing the Supplemental Benefit.

                  2. Section 2.2 is hereby amended to read as follows:

                     2.2 Surviving Spouse Benefit. If the Participant dies prior
to commencement of payment of his Supplemental Benefit, then a Surviving Spouse
Benefit is payable to his Surviving Spouse as provided herein. If the
Participant is entitled, or would be entitled except for the fact that he has
not retired from the Company, to a Supplemental Benefit under Section 2.1(a),
the Surviving Spouse Benefit shall be equal to (i) the Retirement Plan Surviving
Spouse Benefit that would be paid to the Participant's Surviving Spouse 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 and had not deferred any compensation under the Philadelphia Suburban
Corporation Executive Deferral Plan, and without taking into account the
limitations of sections 401(a)(17) and 415 of the Internal Revenue Code of 1986,
less (ii) the Retirement Plan Surviving Spouse Benefit and the Excess Surviving
Spouse Benefit payable to the Surviving Spouse under the Excess Plan. In all
other cases, the Surviving Spouse Benefit shall be equal to (i) the Retirement
Plan Surviving Spouse Benefit that would be paid to the Participant's Surviving
Spouse 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

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of benefit service for each year of actual service after the seventh year of
service and had not deferred any compensation under the Philadelphia Suburban
Corporation Executive Deferral Plan, and without taking into account the
limitations of sections 401(a)(17) and 415 of the Internal Revenue Code of 1986,
less (ii) the Retirement Plan Surviving Spouse Benefit and the Excess Surviving
Spouse Benefit payable to the Surviving Spouse under the Excess Plan. All of the
adjustments specified in the Retirement Plan shall be taken into account in
computing the Surviving Spouse Benefit.

                  IN WITNESS WHEREOF, Philadelphia Suburban Water Company has
caused these presents to be duly executed, under seal, as of this 5th day of
November, 1996.

                                                     Philadelphia Suburban Water
                                                     Company

/s/ Patricia M. Mycek                                By:/s/ Roy H. Stahl
- ------------------------                                ------------------------
   Corporate Secretary

    [Corporate Seal]

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