Exhibit 10(Q)

                 AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT

                              Dated May 15, 1997

                                by and between

                             ANNE EVANS ESTABROOK

                                      and

                              E'TOWN CORPORATION



      This Amendment  ("Amendment") to the Change In Control  Agreement,  dated
as of May 15, 1997 between ANNE EVANS  ESTABROOK (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 May 15,
1997 (the  "Estabrook  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 Estabrook
Agreement  in order to  conform  certain  of the  terms and  conditions  of the
Estabrook  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  Estabrook
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 by
           reason of the Executive's  Disability (as hereinafter  defined)
           or  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  or  Disability,   the  Executive  shall  be
           entitled  to death or  long-term  disability  benefits,  as the
           case  may be,  from  the  Company  no less  favorable  than the
           maximum  benefits  to  which  the  Executive  would  have  been
           entitled had the death or termination  for 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 physical  incapacity  or mental injury or
           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.

           (c)  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  (as  hereinafter
           defined)   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.

           (d)  For purposes of this Agreement:

                (i)  "Disability"  shall mean the  Executive's  incapacity
           due to  physical  or  mental  injury or  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 injury or 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(d)(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  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;

                     (B)  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 equal to or better
                than those  granted  generally to other  executives of the
                Company  of  comparable  title,   salary  and  performance
                ratings, made in good faith;

                     (C)  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;

                     (D)  The  failure  by  the  Company  to  continue  to
                provide  the  Executive  with the same or  better  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 at least  equal to or  better in
                all  material  respects  than  the  welfare  benefits  and
                perquisites as were provided to the Executive  immediately
                prior to such Change in Control; or
                     (E)  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  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.

           (e)  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.  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(f) below.

           (f)  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   is   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 at
           least equal or better  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(f) 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(f) 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,
           Disability or for Cause,  or if the Executive  shall  terminate
           the Executive's employment for Good Reason, 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 at
           least  equal  to  or  better  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
           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)  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(f) 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  deleting  the word  "devises"  in the
fourth line and by deleting the word "devisee" in the eighth line thereof.

      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.   Paragraph 6 is amended by changing the words  "Short  Hills" in
the address for notice to the Executive to the word "Summit".


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



           "9.  VARIANCE AMONG AGREEMENTS.



           The  Executive  understands  that the  Company  may enter  into
           agreements  with other  executives  of the  Company  similar to
           this  Agreement  that may contain  terms  different  from those
           contained in this  Agreement.  Despite any such different terms
           in such other agreements,  the Executive understands and agrees
           that this  Agreement  alone sets forth the  Executive's  rights
           with respect to the subject matter of this Agreement,  and that
           the  Executive  is not a third  party  beneficiary  of any such
           other agreements."



      8.   If any of the terms and  conditions of the  Estabrook  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  Estabrook  Agreement.  Except  to  the  extent  changed  or
modified  herein,  all terms and  conditions of the Estabrook  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:


 
                          ANNE EVANS ESTABROOK


                          E'TOWN CORPORATION


                          By:
                                 Barry T. Parker
                               Chairman   of   the    Executive    Compensation
                               Committee of the Board