Exhibit 10(P)

                    AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT

                             Dated April 21, 1994

                                by and between

                               ANDREW M. CHAPMAN

                                      and

                              E'TOWN CORPORATION



      This Amendment  ("Amendment") to the Change In Control  Agreement,  dated
as of April 21, 1994 between  ANDREW M. CHAPMAN  (the  "Executive")  and E'TOWN
CORPORATION  (the  "Company"),  is made effective as of this 18th day of March,
1999 by and between the Executive and the Company.

                                  WITNESSETH:

      WHEREAS,  the board of directors (the "Board") of the Company has entered
into a Change in Control  Agreement with the  Executive,  dated as of April 21,
1994 (the  "Chapman  Agreement"),  which  sets  forth the terms and  conditions
under  which  benefits  and  payments  shall  be  made  by the  Company  to the
Executive  should the Company  receive a proposal from or engage in discussions
with a third  person  concerning  a  possible  business  combination  with  the
Company or the  acquisition  of a substantial  portion of voting  securities of
the Company; and

      WHEREAS,  the Board,  considering  that it is imperative  that it and the
Company be able to rely on certain of the other key  executives  of the Company
to continue to serve in their  respective  positions  without concern that they
might be  distracted  by the personal  uncertainties  and risks that a proposal
or  discussions  concerning  any such business  combination  or  acquisition of
voting  securities  of the Company  might  otherwise  create,  has entered into
change  in   control   agreements   (collectively,   the   "Change  in  Control
Agreements")  with  such  other  key  executives  which set forth the terms and
conditions  of  benefits  and  payments to be made by the Company to such other
key  executives  upon any  termination  of  their  services  in the  event of a
change  in  control  of the  Company  as  defined  in  the  Change  in  Control
Agreements; and

      WHEREAS,  the Board considers it in the best interests of the Company and
its  shareholders  that the Company  amend,  modify and  supplement the Chapman
Agreement  in order to  conform  certain  of the  terms and  conditions  of the
Chapman  Agreement  with certain of the terms and  conditions  of the Change in
Control  Agreements,  and to set  forth  such  other  terms and  conditions  of
benefits  and  payments  to be made by the Company to the  Executive  as reward
for the valuable,  dedicated  service  provided by the Executive to the Company
upon any  termination of the  Executive's  services in the event of a change in
control of the Company as defined herein; and

      WHEREAS,  the Board has  approved  the  execution  and  delivery  of this
Amendment by the Company by  resolution  duly adopted by the Board at a meeting
of the Board held on March 18, 1999;

      NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged  by the  parties,  the  parties
hereto,  intending  to be  legally  bound  hereby,  agree to amend the  Chapman
Agreement as follows:

      1.   Paragraph  3 is amended by  replacing  Paragraph  3 in its  entirety
with the following:

           "3.  TERMINATION FOLLOWING CHANGE IN CONTROL.

           (a)  If any of the  events  described  in  paragraph  1  hereof
           constituting  a Change in  Control  of the  Company  shall have
           occurred,  the Executive  shall be entitled to the payments and
           benefits  provided in  paragraph  4 hereof upon the  subsequent
           termination   of  the   Executive's   employment   within   the
           applicable  period set forth in  paragraph  4 hereof  following
           such Change in Control of the Company  unless such  termination
           is (i) due to the  Executive's  death;  or (ii) by the  Company
           for Cause (as hereinafter  defined);  or (iii) by the Executive
           other than for Good Reason (as hereinafter defined).

           (b)  If,  following  a Change in  Control of the  Company,  the
           Executive's   employment   is   terminated  by  reason  of  the
           Executive's  death,  the  Executive  shall be entitled to death
           benefits  from the Company no less  favorable  than the maximum
           benefits to which the  Executive  would have been  entitled had
           the death  occurred  at any time  during  the six month  period
           prior to the Change in Control of the Company.

           (c)  If,  following  a Change in  Control of the  Company,  the
           Executive's   employment   is   terminated  by  reason  of  the
           Executive's  Disability (as hereinafter defined), the Executive
           shall be  entitled  to  receive  in one lump sum  payment  made
           within  thirty  (30)  days  after the Date of  Termination  (as
           hereinafter   defined)  an   aggregate   amount  equal  to  the
           difference  between  (i) the  Maximum  Disability  Benefit  (as
           hereinafter   defined),   and  (ii)  the  Total   Payments  (as
           hereinafter  defined).  For  purposes  of this  Agreement,  the
           term "Maximum  Disability  Benefit" shall be the greater of (A)
           the  long-term  disability  benefits due from the Company as of
           the  Date  of  Termination,   or  (B)  the  maximum   long-term
           disability  benefits  to which the  Executive  would  have been
           entitled  had the  Disability  occurred  at any time during the
           six  month  period  prior  to  the  Change  in  Control  of the
           Company.  If prior to any such termination for Disability,  the
           Executive fails to perform the  Executive's  duties as a result
           of incapacity due to physical or mental illness,  the Executive
           shall   continue   to  receive  the   Executive's   Salary  (as
           hereinafter defined),  less any benefits as may be available to
           the Executive under the Company's  disability plans,  until the
           Executive's employment is terminated for Disability.



           (d)  If the Executive's  employment  shall be terminated by the
           Company  for  Cause  or by the  Executive  other  than for Good
           Reason,  the Company shall pay to the Executive the Executive's
           full  Salary  through  the Date of  Termination  at the rate in
           effect at the time  Notice  of  Termination  is given,  and the
           Company  shall have no  further  obligations  to the  Executive
           under this Agreement.

           (e)  For purposes of this Agreement:

                (i)  "Disability"  shall mean the  Executive's  incapacity
           due to  physical  or mental  illness  such  that the  Executive
           shall  have  become  qualified  to receive  benefits  under the
           Company's   long-term   disability   plans  or  any  equivalent
           coverage  required to be provided to the Executive  pursuant to
           any other plan or agreement, whichever is applicable.

                (ii) "Cause" shall mean:

                     (A)  the  conviction  of the  Executive for a felony,
                or the willful  commission  by the Executive of a criminal
                or other act that in the  judgment of the Board  causes or
                will probably  cause  substantial  economic  damage to the
                Company or substantial  injury to the business  reputation
                of the Company;
 
                     (B)  the  commission  by the  Executive  of an act of
                fraud in the  performance  of such  Executive's  duties on
                behalf of the Company that causes or will  probably  cause
                economic damage to the Company; or

                     (C)  the continuing  willful failure of the Executive
                to perform  the  Executive's  duties,  as such duties were
                performed by the Executive  prior to the day of the Change
                in Control of the  Company  (other  than any such  failure
                resulting from the Executive's  incapacity due to physical
                or  mental   illness)   after   written   notice   thereof
                (specifying the particulars  thereof in reasonable detail)
                and a  reasonable  opportunity  to be heard  and cure such
                failure  are given to the  Executive  by the  Compensation
                Committee of the Board.

                For  purposes  of this  paragraph  3(e)(ii),  no  act,  or
           failure to act,  on the  Executive's  part shall be  considered
           "willful"  unless done, or omitted to be done, by the Executive
           not in good  faith  and  without  reasonable  belief  that  the
           Executive's  action or omission  was in the best  interests  of
           the Company.


                (iii)"Good Reason" shall mean:

                     (A)  The election by the Executive,  exercised in his
                sole  discretion  with or without cause by giving a Notice
                of  Termination  to the Company  within twelve (12) months
                after  the  date  on  which a  Change  in  Control  of the
                Company  has  occurred,   to  terminate  the   Executive's
                services  with the  Company,  unless the  Executive  shall
                have received a Notice of Termination  from the Company on
                or  prior  to the  date on  which  the  Executive  gives a
                Notice  of  Termination  to the  Company  which  Notice of
                Termination by the Company  specifies that the Company has
                terminated  the  Executive's  employment  with the Company
                for Cause or by reason of the Executive's Disability;

                     (B)  The  assignment  by the Company to the Executive
                of  duties  without  the   Executive's   express   written
                consent,  which (i) are  materially  different  or require
                travel  significantly  more time  consuming  or  extensive
                than   the   Executive's   duties   or   business   travel
                obligations  immediately prior to the Change in Control of
                the  Company,  or (ii)  result  in  either  a  significant
                reduction in the Executive's  authority and responsibility
                as a  senior  corporate  executive  of  the  Company  when
                compared   to  the   highest   level  of   authority   and
                responsibility  assigned  to the  Executive  at  any  time
                during  the six (6) month  period  prior to the  Change in
                Control  of the  Company,  or  (iii)  the  removal  of the
                Executive  from,  or any failure to  reappoint  or reelect
                the  Executive  to, the highest  title held since the date
                six  (6)  months  before  the  Change  in  Control  of the
                Company,  except in connection  with a termination  of the
                Executive's  employment  by the Company  for Cause,  or by
                reason of the Executive's death or Disability;

                     (C)  A change  in the  reporting  obligations  of the
                Executive without the Executive's  express written consent
                unless,  pursuant to such change, the Executive thereafter
                shall  report  directly  to  the  Board,  or  any  of  the
                following  officers  ("Senior  Officers")  of the Company:
                one or more Chairmen (or Vice Chairmen) of the Board,  the
                Chief  Executive  Officer,  the  President,  or the  Chief
                Operating  Officer (or other senior executive officer with
                a title  and  responsibilities  which  are  comparable  to
                those of a chief operating  officer);  provided,  however,
                that  if  the  Company  has  a  parent   corporation  (the
                "Parent"),    "Good   Reason"    under   this    paragraph
                3(e)(iii)(C)   shall  mean  a  change  in  the   reporting
                obligations  of  the  Executive  without  the  Executive's
                express written  consent unless,  pursuant to such change,
                the  Executive  thereafter  shall  report  directly to the
                Board of  Directors  of such Parent or any Senior  Officer
                of such Parent;
                     (D)  A reduction  by the  Company of the  Executive's
                Salary,   or  the  failure  to  grant   increases  in  the
                Executive's  Salary  on a  basis  at  least  substantially
                comparable to those granted  generally to other executives
                of  the   Company   of   comparable   title,   salary  and
                performance ratings, made in good faith;

                     (E)  The   relocation  of  the  Company's   principal
                executive  offices to a location  outside the State of New
                Jersey,   or  a  requirement   by  the  Company  that  the
                Executive  relocate  (except  for  required  travel on the
                Company's business to an extent  substantially  consistent
                with   the   Executive's   business   travel   obligations
                immediately  prior  to the  Change  in  Control)  (i) to a
                location  which is  outside a radius of fifty  (50)  miles
                from the Executive's  place of employment with the Company
                immediately  prior to the Change in Control,  or (ii) to a
                location  outside  the  State of New  Jersey;  or,  in the
                event the Executive  expressly  consents in writing to any
                such  relocation of the Executive  outside such fifty mile
                radius  or the State of New  Jersey,  the  failure  by the
                Company  to pay  (or  reimburse  the  Executive  for)  all
                reasonable  moving  expenses  incurred  by  the  Executive
                relating to a change of principal  residence in connection
                with  such  relocation  and  to  indemnify  the  Executive
                against any loss  realized in the sale of the  Executive's
                principal  residence in connection with any such change of
                residence,  all to the  effect  that the  Executive  shall
                incur no loss upon such sale on an after tax basis;

                     (F)  The  failure  by  the  Company  to  continue  to
                provide the Executive with  substantially the same welfare
                benefits  (which for purposes of this Agreement shall mean
                benefits  under all welfare  plans as that term is defined
                in  Section  3(1)  of  the  Employee   Retirement   Income
                Security  Act  of  1974,  as  amended),  and  perquisites,
                including  participation  on a  comparable  basis  in  the
                Company's stock option plan,  incentive bonus plan and any
                other  plan  in  which   executives   of  the  Company  of
                comparable   title  and   salary  or  subject  to  similar
                performance  criteria  participate and as were provided to
                the Executive  immediately prior to such Change in Control
                of the Company,  or with a new package of welfare benefits
                and perquisites  that is  substantially  comparable in all
                material  respects to the welfare benefits and perquisites
                as were  provided to the  Executive  immediately  prior to
                such Change in Control; or

                     (G)  The   failure  of  the  Company  to  obtain  the
                express  written  assumption  of and  agreement to perform
                this  Agreement  by  any  successor  as   contemplated  in
                paragraph 5(c) hereof.

                (iv) "Dispute"  shall mean (i) in the case of  termination
           of employment of the Executive  with the Company by the Company
           for  Disability  or Cause,  that the Executive  challenges  the
           existence  of  Disability  or Cause and (ii) in the case of the
           Executive's  termination of employment  with the Company by the
           Executive  for Good  Reason,  that the Company  challenges  the
           existence of Good Reason.

                (v)  "Salary"  shall  mean the  Executive's  then  current
           annual rate of salary plus any of the  following  amounts which
           are not included in the  Executive's  annual salary as reported
           on the Executive's  United States Internal Revenue Service Form
           W-2  ("Form  W-2"):  (i) any  restricted  stock of the  Company
           awarded to the  Executive,  or which the  Executive is entitled
           to  receive  under any plan,  arrangement  or  contract  of the
           Company or pursuant to any resolution of the Board,  in lieu of
           base compensation,  (ii) any 401(K) compensation, and (iii) any
           compensation  deferred in  accordance  with  Section 125 of the
           United  States  Internal  Revenue Code of 1986,  as amended and
           the regulations thereunder (the "Code").
 
                (vi) "Incentive  Compensation"  in any year shall mean the
           amount  accrued,  if any,  under any plan or arrangement of the
           Company in which  executives of the Company of comparable title
           and salary or being subject to comparable  performance criteria
           participate,  or any under contract between the Company and the
           Executive,  in each case  which  provides  for any cash  bonus,
           restricted  stock,   stock  option,   stock  award  or  similar
           incentive  compensation in addition to base salary and which is
           not reported on Form W-2.

           (f)  Any purported  termination of the  Executive's  employment
           by the Company by reason of the  Executive's  Disability or for
           Cause,   or  by  the   Executive   for  Good  Reason  shall  be
           communicated  by written Notice of Termination  (as hereinafter
           defined)  to the  other  party  hereto.  For  purposes  of this
           Agreement,  a "Notice of Termination" shall mean a notice given
           by the  Executive  or the  Company,  as the case may be,  which
           shall  indicate the specific  basis for  termination  and shall
           set forth in  reasonable  detail  the  facts and  circumstances
           claimed to provide a basis for  determination  of any  payments
           due under  this  Agreement.  Except as  provided  in  paragraph
           3(e)(iii)(A)  above,  the  Executive  shall not be  entitled to
           give a Notice of Termination  that the Executive is terminating
           the  Executive's  employment  with the  Company for Good Reason
           more than six (6) months  following the occurrence of the event
           alleged to  constitute  Good  Reason.  The  Executive's  actual
           employment   by  the  Company   shall  cease  on  the  Date  of
           Termination,  even  though  such  Date of  Termination  for all
           other  purposes of this Agreement may be extended in the manner
           contemplated in the second sentence of paragraph 3(g) below.
           (g)  For purposes of this Agreement,  the "Date of Termination"
           shall   mean  (i)  the  date   specified   in  the   Notice  of
           Termination,  which  shall be not more  than  ninety  (90) days
           after such Notice of Termination is given,  as such date may be
           modified  pursuant to the next  sentence,  or (ii) in the event
           that no Notice of  Termination  is given,  on the date that the
           Executive's  employment with the Company  actually  terminated.
           If within thirty (30) days after any Notice of  Termination  is
           given,  the  party who  receives  such  Notice  of  Termination
           notifies  the other  party that a Dispute  exists,  the Date of
           Termination  shall be the date on which the  Dispute is finally
           determined,  either by mutual written  agreement of the parties
           or  by  a  final  judgment,  order  or  decree  of a  court  of
           competent  jurisdiction  (the time for appeal  therefrom having
           expired and no appeal having been  perfected);  provided,  that
           the Date of  Termination  shall  be  extended  by a  notice  of
           Dispute  only if such  notice  is given in good  faith  and the
           party  giving  such  notice  pursues  the  resolution  of  such
           Dispute with  reasonable  diligence and provided  further that,
           pending the  resolution of any such Dispute,  the Company shall
           continue to pay the  Executive  the same  Salary and  Incentive
           Compensation,  and  provide  the  Executive  with  the  same or
           substantially  comparable welfare benefits and perquisites that
           the  Executive was paid and provided  immediately  prior to the
           Change in Control of the Company.  Should a Dispute  ultimately
           be  determined  in favor of the Company,  then all sums paid by
           the  Company  to the  Executive  from the  Date of  Termination
           specified in the Notice of Termination  until final  resolution
           of the Dispute  pursuant to this paragraph 3(g) shall be repaid
           promptly by the Executive to the Company,  with interest at the
           average  prime  rate  generally  prevailing  from  time to time
           among  major New York City  banks and all  options,  rights and
           stock awards granted to the Executive  during such period shall
           be canceled or returned to the  Company.  The  Executive  shall
           not be  obligated  to pay to the Company the cost of  providing
           the Executive with welfare  benefits and  perquisites  for such
           period  unless the final  judgment,  order or decree of a court
           or  other  body  resolving  the  Dispute  determines  that  the
           Executive  acted in bad faith in  giving a notice  of  Dispute.
           Should  a  Dispute  ultimately  be  determined  in favor of the
           Executive,  then the Executive  shall be entitled to retain all
           sums paid to the Executive  under this  paragraph  3(g) pending
           resolution of the Dispute and shall be entitled to receive,  in
           addition,  the  payments  and other  benefits  provided  for in
           paragraph   4  hereof  to  the  extent  not   previously   paid
           hereunder.  In  addition,   should  a  Dispute,  or  any  other
           challenge,  claim, action, proceeding or dispute brought by the
           Executive  against the Company with respect to this  Agreement,
           ultimately be determined  in favor of the  Executive,  then the
           Company  shall  reimburse  the  Executive  for  all  costs  and
           expenses (including, without limitation,  reasonable attorneys'
           fees) incurred by the Executive in connection therewith."


      2.   Paragraph  4 is amended by  replacing  Paragraph  4 in its  entirety
with the following:

           "4.  PAYMENTS UPON TERMINATION.


                If within  three (3) years  after a Change in  Control  of
           the  Company,  the  Company  shall  terminate  the  Executive's
           employment  other  than by reason of the  Executive's  death or
           for Cause,  or if the Executive shall terminate the Executive's
           employment  for Good  Reason  (other  than  Good  Reason as set
           forth in  paragraph  3(e)(iii)(A)  above) or, if within  twelve
           (12)  months  after a Change in  Control  of the  Company,  the
           Executive shall  terminate the Executive's  employment for Good
           Reason as set forth in paragraph 3(e)(iii)(A) above, then


           (a)  The Company will continue to pay to the  Executive,  for a
           period   of  thirty   (30)   months   following   the  Date  of
           Termination,  as  compensation  for  services  rendered  by the
           Executive  on or before the  Executive's  Date of  Termination,
           the Executive's Salary and Incentive  Compensation  (subject to
           any  applicable  payroll  taxes or other  taxes  required to be
           withheld  computed at the rate for  supplemental  payments)  at
           the highest rate in effect  during the  twenty-four  (24) month
           period  ending on the date on which a Change in  Control of the
           Company occurred; and

           (b)  For a period of thirty (30) months  following  the Date of
           Termination,  the  Company  shall  provide,  at  the  Company's
           expense,  the Executive and the Executive's spouse and children
           with  full  benefits   under  any  employee   benefit  plan  or
           arrangement  in which the  Executive  participated  immediately
           prior to the date of a Change in  Control,  including,  without
           limitation,  any hospital,  medical and dental  insurance  with
           substantially  the same  coverage and benefits as were provided
           to the  Executive  immediately  prior  to the  date on  which a
           Change in Control of the Company occurred; and

           (c)  The  Company  will pay on the Date of  Termination  of the
           Executive as  compensation  for services  rendered on or before
           the  Executive's  Date  of  Termination,  in  addition  to  the
           amounts set forth in paragraph  4(a) above,  an amount equal to
           the sum of (i) all Incentive  Compensation  and other incentive
           awards due to the  Executive  immediately  prior to the date on
           which a Change in Control  of the  Company  occurred  which are
           not yet  paid and (ii) all  Incentive  Compensation  and  other
           incentive  awards due to the Executive  for the period  between
           the date on which a Change in Control of the  Company  occurred
           and the Date of Termination which are not yet paid; and



           (d)  For a period of thirty (30) months  following  the Date of
           Termination,  the Company  shall provide to the  Executive,  at
           the  Company's   expense,   the  automobile  (or  a  comparable
           automobile)  or  automobile  allowance,  as the  case  may  be,
           provided by the Company to the Executive  immediately  prior to
           the date on which a Change in Control of the  Company  occurred
           and the  Company  shall  reimburse  the  Executive  any and all
           expenses  incurred by the Executive in connection  with the use
           of such  automobile  during  such  thirty  month  period to the
           extent that the Company  reimburses  generally other executives
           of  comparable  title  and  salary  or  subject  to  comparable
           performance criteria; and

           (e)  Any  restricted  stock of the  Company in the  Executive's
           account  as an  officer of the  Company  and any stock  options
           granted  to  the   Executive   on  or  prior  to  the  Date  of
           Termination  which are not  vested in the  Executive  as of the
           Date of Termination shall become  immediately  vested,  and all
           such restrictions  thereon (including,  but not limited to, any
           restrictions  on the  transferability  of such stock),  and any
           restrictions  on any other  restricted  stock or stock  options
           awarded  to the  Executive  through  any plan,  arrangement  or
           contract of the  Company on or before the Date of  Termination,
           shall be null and void and of no  further  force and effect and
           the  Company   agrees  to  accelerate   and  make   immediately
           exercisable   in  full  all  unmatured   installments   of  all
           outstanding  stock  options  to  acquire  stock of the  Company
           which the Executive holds as of the Date of Termination; and

           (f)  The Executive's  retirement benefits in effect immediately
           prior to the date on which a Change in Control  of the  Company
           occurred under the Company's  Supplemental Executive Retirement
           Plan,  or any  successor  plan in effect on the date on which a
           Change in Control of the Company  occurred (the SERP),  shall
           become  fully  vested  and   nonforfeitable   on  the  Date  of
           Termination  and (i) if the  Executive has not attained the age
           of 65 as of the Date of  Termination,  the  Executive  shall be
           deemed  to  have  attained  the  age  of 65 as of the  Date  of
           Termination  for purposes of the normal  retirement  provisions
           of the  SERP,  and (ii) the  Executive  shall be deemed to have
           accumulated  fifteen  (15) years of  continuous  service on the
           Date  of  Termination  for  purposes  of  the  benefit  accrual
           provisions  of the SERP,  in addition to the number of years of
           service already  accumulated by the Executive as of the Date of
           Termination.  In  satisfaction  of  the  Company's  obligations
           under this paragraph 4(f), at the option of the Executive,  the
           Company  either shall (A) pay within thirty (30) days after the
           Date of  Termination,  an amount equal to the present  value of
           the  Executive's  accrued  SERP  benefit  under this  paragraph
           4(f), if any,  utilizing the discount rate for calculating such
           present value in accordance  with this paragraph  4(f), or (ii)
           purchase  an  annuity  or  similar   instrument  owned  by  the
           Executive  and  payable to the  Executive  (or the  Executive's
           beneficiaries,  as the case may be) which  provides for payment
           of  the  accrued  SERP  benefit  under  this   paragraph   4(f)
           consistent  with the benefit  payment  provisions  of the SERP.
           Such  annuity  or  other  instrument,  if  so  elected  by  the
           Executive,  shall be purchased  and  delivered to the Executive
           by the  Company  within  thirty  (30)  days  after  the Date of
           Termination.  For  purposes  of this  Agreement,  the  discount
           rate for  calculating  the  present  value  of the  Executive's
           accrued SERP benefit under this  paragraph  4(f) shall be equal
           to  the  "discount   rate"  as  defined  in  the  Statement  of
           Financial   Accounting   Standards  No.  87  published  by  the
           Financial Accounting Standards Board,  utilized for purposes of
           the most recent  audit  disclosure  relating  to the  Company's
           tax-qualified   defined  benefit  pension  plan  preceding  the
           Change in  Control by the  "enrolled  actuary"  (as  defined in
           Section  7701(a)(35) of the Code), who signed the Schedule B to
           the most recent Internal  Revenue Service Form 5500 relating to
           the  Company's  tax-qualified  defined  benefit  pension  plan,
           filed prior to the Change in Control; and

           (g)  In event that any  payment or  benefit  received  or to be
           received  by the  Executive  in  connection  with a  Change  in
           Control of the Company or the  termination  of the  Executive's
           employment,  whether pursuant to the terms of this Agreement or
           any other  plan,  arrangement  or  agreement  with the  Company
           (collectively,   with  the  payments  and  benefits  hereunder,
           "Total  Payments")  are subject to tax imposed by Section  4999
           of the Code (the "Excise  Tax"),  the Company  shall pay to the
           Executive an additional  amount (the  "Gross-Up  Payment") such
           that the net amount  retained by the Executive  after deduction
           of any Excise Tax on the Total Payments and all federal,  state
           and local  income  taxes  and  Excise  Tax upon  such  Gross-Up
           Payment,  shall be equal to the Total  Payments.  For  purposes
           of this paragraph 4(g) in determining  the amount of Excise Tax
           (A) no portion of the Total Payments,  the receipt or enjoyment
           of  which  the  Executive  shall  have  effectively  waived  in
           writing  prior to the  date of  payment,  shall  be taken  into
           account,  (B) no portion of the Total  Payments  shall be taken
           into account which,  in the opinion of tax counsel  selected by
           the  Executive  and  acceptable  to the  Company's  independent
           auditors,  is not likely to  constitute a  "parachute  payment"
           within the meaning of Section  280G(b)(2) of the Code,  and (C)
           the value of any non-cash  benefit or any  deferred  payment or
           benefit  included in the Total  Payments shall be determined by
           the  Company's  independent  auditors  in  accordance  with the
           principles  of  Sections  280G(d)(3)  and (4) of the Code.  For
           purposes of  determining  the amount of the  Gross-Up  Payment,
           the Executive  shall be deemed to pay federal,  state and local
           income taxes at the highest  marginal  rate of income  taxation
           applicable to any individual  residing in the  jurisdiction  in
           which the  Executive  resides in the calendar year in which the
           Gross-Up  Payment is to be made.  The Company and the Executive
           each shall  reasonably  cooperate  with the other in connection
           with any administrative or judicial proceedings  concerning the
           existence  or  amount  of  liability  for any  Excise  Tax with
           respect  to the Total  Payments.  As  promptly  as  practicable
           following the  determination of the Excise Tax imposed upon the
           Total  Payments,  if any,  the Company  shall pay the  Gross-Up
           Payment as is then due to the  Executive  under this  Agreement
           and shall  promptly pay or  distribute to or for the benefit of
           the  Executive in the future such payments and benefits as they
           become  due to  the  Executive  under  this  Agreement.  In the
           event  that the  Excise Tax is  subsequently  determined  to be
           less than the amount taken into  account  hereunder at the time
           of termination  of the  Executive's  employment,  the Executive
           shall  repay to the  Company,  at the time  that the  amount of
           such  reduction  in  Excise  Tax  is  finally  determined,  the
           portion of the Gross-Up Payment  attributable to such reduction
           (plus that portion of the Gross-Up Payment  attributable to the
           Excise Tax and  federal,  state and local income tax imposed on
           the  Gross-Up  Payment  being  repaid by the  Executive  to the
           extent that such  repayment  results in a  reduction  in Excise
           Tax and/or  federal,  state or local income tax deduction) plus
           interest on the amount of such  repayment at the rate  provided
           in  Section  1274(b)(2)(B)  of the Code.  In the event that the
           Excise  Tax is  determined  to exceed  the  amount  taken  into
           account  hereunder  at  the  time  of  the  termination  of the
           Executive's  employment (including by reason of any payment the
           existence or amount of which cannot be  determined  at the time
           of the Gross-Up Payment),  the Company shall make an additional
           Gross-Up  Payment in respect of such excess (plus any interest,
           penalties,  or additions  payable by the Executive with respect
           to such  excess) at the time that the amount of such  excess is
           finally  determined.  The Company shall pay or distribute to or
           for the benefit of the Executive  such payments and benefits as
           are then due to the Executive  under this Agreement even if the
           Company is unable to deduct any  portion  of such  payment  and
           benefits  as a  result  of  Section  280G of the  Code  and the
           Executive  shall  have  no  liability  or   responsibility   to
           reimburse  the Company  for any losses  incurred by the Company
           as a result of the Company's  inability to deduct such payment,
           in whole or in  part,  as the  result  of  Section  280G of the
           Code."


      3.   Paragraph  5(b) is amended by adding  after the word  "compensation"
in the second line thereof the  following  words:  "and provide the benefits to
the Executive."

      4.   Paragraph  5(d) is amended by  replacing  the word  "devises" in the
third line with the word "devisee."

      5.   Paragraph  5(f)  is  amended  by  replacing  Paragraph  5(f)  in its
entirety with the following:

           "(f) The  Executive  shall not be required to mitigate  damages
           or the amount of any payment or other  benefit  provided for in
           this  Agreement by seeking other  employment or otherwise,  nor
           shall the amount of any payment or other  benefit  provided for
           in this Agreement then or thereafter

           due  to  the   Executive   be  reduced  or   modified   by  any
           compensation  or other payment or benefit earned or received by
           the  Executive  as the  result  of or in  connection  with  any
           employment of the Executive by another  employer after the Date
           of Termination, or otherwise."


      6.   A new  Paragraph  9  shall  be  added  at the  end  of  the  Chapman
Agreement as follows:

           "9.  AMENDMENT TO SERP.
                By  execution   and  delivery  of  this   Agreement,   the
           Executive  hereby  acknowledges  that, on or before the date of
           this  Agreement,  the  Executive  has  received  and has had an
           opportunity  to read, and that the Executive  understands,  the
           Amendment   to  the  SERP  (the   "Amendment")   and  that  the
           amendments,  modifications  and  supplements in and to the SERP
           set forth in the  Amendment  are in the best  interests  of the
           Executive  and are  necessary  and  appropriate  to conform the
           terms and  conditions  of the SERP to the terms and  conditions
           of  this  Agreement  and the  Executive  hereby  agrees  to the
           amendments,   modifications  and  supplements  in  and  to  the
           provisions  of the  SERP  in  accordance  with  the  terms  and
           conditions  set forth in the  Amendment  to be  effective as of
           August  20,  1998  and  that a copy of the  Amendment  shall be
           attached as an exhibit to and  incorporated  by reference  into
           the SERP effective as of August 20, 1998."


      7.   If any of the terms and  conditions  of the  Chapman  Agreement  are
inconsistent  with the terms and  conditions of this  Amendment,  the terms and
conditions  of this  Amendment  shall  supercede  such  inconsistent  terms and
conditions  of  the  Chapman  Agreement.   Except  to  the  extent  changed  or
modified  herein,  all terms and  conditions  of the  Chapman  Agreement  shall
remain unchanged and be in full force and effect.

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment as
of this 18th day of March, 1999.

                          EXECUTIVE:


 
                          ANDREW M. CHAPMAN


                          E'TOWN CORPORATION


                          By:
                                 Anne Evans Estabrook, Chairman of the Board