Exhibit 10(l)



          AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF

                          ELIZABETHTOWN WATER COMPANY



           This  ("Amendment")  to the Supplemental  Executive  Retirement Plan
("SERP") of Elizabethtown  Water Company ("EWC") is made as of this 20th day of
August,  1998 by and among EWC and the  individuals  whose name and  signatures
are set forth below (collectively, the "Executives").

                                  WITNESSETH:


      WHEREAS, each of the boards of directors  (collectively,  the "Board") of
E'Town Corporation  ("E'Town" and, collectively with EWC, referred to herein as
the  "Company")  has  determined  that,  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,  it is imperative that it and the
Company  be able  to rely on  certain  of the  key  executives  of the  Company
(collectively,  the  "Executives")  to  continue  to serve in their  respective
positions  and  that  the  Board  and the  Company  be able  to rely  upon  the
Executives'  advice  as being  in the best  interests  of the  Company  and its
shareholders  without  concern that the  Executives  might be distracted by the
personal  uncertainties  and risks that such a proposal  or  discussions  might
otherwise create; and


      WHEREAS,  the Board desires to reward the Executives for their  valuable,
dedicated  service to the  Company  should the  services of the  Executives  be
terminated under circumstances described above; and


      WHEREAS,  the Company has entered into agreements (the "Agreements") with
each of the  Executives  which set forth the terms and  conditions  of benefits
and  payments  to be  made by the  Company  to the  Executives  upon  any  such
termination  of  services in the event of a change in control of the Company as
defined in the Agreements; and


      WHEREAS,  the Board and the  Executives  consider it in their  respective
best interests and the best interests of the  shareholders  of the Company that
certain  provisions  of the  SERP  be  amended  to  conform  to the  terms  and
conditions of the Agreements; and

      WHEREAS,  the Board  also  desires  to amend the SERP in order to clarify
the  requirements  of the SERP with respect to the designation by the Executive
Compensation  Committee of the Board (the  "Committee") of those executives who
are eligible to receive  benefits  under the SERP,  and to amend  Schedule A of
the SERP to include the names of the  executives  who have been  designated  as
eligible to receive benefits under the SERP as of the date of this Amendment;


      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 SERP as
follows:

           1.   Section 3.5 of the SERP is amended by changing  the  definition
of "Change in Control" to the following:

      "A 'Change in Control of the  Company'  shall be deemed to have  occurred
if:

                (X) any  "person"  (as such term is used in Sections  13(d) and
           14(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
           "Exchange  Act")),  other than a trustee or other fiduciary  holding
           securities  under  an  employee  benefit  plan of the  Company  or a
           person  engaging in a  transaction  of the type  described in clause
           (Z) below of this  paragraph  3.5 but which  does not  constitute  a
           change in control  under such  clause  (Z),  hereafter  becomes  the
           "beneficial  owner" (as  defined in Rule  13d-3  under the  Exchange
           Act),   directly  or  indirectly,   of  securities  of  the  Company
           representing  more  than  50% of the  combined  voting  power of the
           Company's then outstanding securities; or


                (Y) during any period of twenty-four  (24)  consecutive  months
           during the term of the Plan,  individuals  who at the  beginning  of
           such period  constitute the Board,  and any new director (other than
           a director  designated by a person who has entered into an agreement
           with the Company to effect a  transaction  described  in clauses (X)
           or (Z) of this  paragraph  3.5)  whose  election  by the  Board,  or
           nomination   for  election  by  the  Company's   shareholders,   was
           approved  by a vote of at least  two-thirds  (2/3) of the  directors
           then still in office who either were  directors at the  beginning of
           the  period  or  whose  election  or  nomination  for  election  was
           previously  so  approved,  cease  for any  reason  to  constitute  a
           majority thereof; or


                (Z)  the   shareholders  of  the  Company  approve  or,  if  no
           shareholder   approval  is  required   or   obtained,   the  Company
           completes,  a merger,  consolidation  or similar  transaction of the
           Company  with or into any  other  corporation,  or a  binding  share
           exchange  involving  the Company's  securities,  other than any such
           transaction  which  would  result in the  voting  securities  of the
           Company   outstanding   immediately  prior  thereto   continuing  to
           represent  (either by remaining  outstanding  or by being  converted
           into voting  securities of the surviving entity) at least 50% of the
           combined  voting  power of the voting  securities  of the Company or
           such   surviving   entity   outstanding   immediately   after   such
           transaction  (or such  other  percentage  amount  as the  Board  may
           approve  from  time  to  time  with  respect  to  one  or  more  Key
           Employees),  or the  shareholders  of the Company  approve a plan of
           complete  liquidation of the Company or an agreement for the sale or
           disposition  by  the  Company  of  all  or  substantially   all  the
           Company's assets."





           2.   Section 3.16 of the SERP is amended by changing the  definition
of "Key Employee" to the following:

           "Key Employee" shall mean a corporate officer of E'Town  Corporation
      or the  Company  who is  employed  on a full time basis and who holds the
      position of Vice President or higher."

           3.   Section  4.2 of the SERP is  amended  by  adding  to the end of
subsection (a) thereof the following:

           "On and  after  the  date of this  Amendment,  the  Committee  shall
      update,  from time to time during the term of this Plan,  Schedule "A" to
      reflect the names and titles of those  Employees who become Key Employees
      eligible to  participate  under the Plan.  A Key  Employee  shall  become
      eligible  immediately  upon the election or  appointment by the Board and
      commencement   of  full-time   employment  of  such  Employee  as  a  Key
      Employee.  The  Committee  shall  attach of copy of the revised  Schedule
      "A" to this  Plan  each  time  any  Employee  becomes  eligible  as a Key
      Employee under this Section 4.2."

           Section 4.2 of the SERP is further  amended by deleting  subsections
(b) and (c) of Section 4.2 in their entirety.

           4.   Section 8.2 of the SERP is amended by replacing  Section 8.2 in
its entirety with the following:

      "8.2  Upon Other Termination of Employment

           (a)  In the event  that a  Participant's  employment  is  terminated
      prior to his or her Normal,  Early or Deferred  Retirement  Date or prior
      to his or her death,  there shall be no Benefits  payable  under the Plan
      except as  specifically  set forth in Article 7 with respect to the death
      of the  Participant,  unless any of the events  described  in Section 3.5
      hereof  constituting  a Change  in  Control  of the  Company  shall  have
      occurred.   If  any  of  the  events  described  in  Section  3.5  hereof
      constituting a Change in Control of the Company shall have occurred,  the
      Participant  shall be entitled to the  Benefits  payable  under this Plan
      upon the subsequent  termination of the  Participant's  employment within
      the  applicable  period set forth in Section  8.3 hereof  following  such
      Change in Control of the Company  unless such  termination  is (i) due to
      the  Participant's  death;  or  (ii)  by the  Company  by  reason  of the
      Participant's  Disability  (as  hereinafter  defined)  or for  Cause  (as
      hereinafter  defined);  or (iii) by the  Participant  other than for Good
      Reason (as hereinafter defined).

           (b)  If,  following  a  Change  in  Control  of  the  Company,   the
      Participant's  employment is  terminated  by reason of the  Participant's
      death,  the  Participant   shall  be  entitled  to  receive  Benefits  in
      accordance  with the  provisions of Article 7 hereof and if,  following a
      Change  in  Control  of the  Company,  the  Participant's  employment  is
      terminated  by reason of the  Participant's  Disability or by the Company
      for  Cause  or by  the  Participant  other  than  for  Good  Reason,  the
      Participant shall not be entitled to receive Benefits.

           (c)  For purposes of this Plan:

                (i)  "Disability"  shall mean the Participant's  incapacity due
           to physical or mental illness such that the  Participant  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  Participant  pursuant  to  any  other  plan  or  agreement,
           whichever is applicable.

                (ii) "Cause" shall mean:

                (A)  the  conviction of the  Participant  for a felony,  or the
           willful  commission  by the  Participant  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  Participant  of an act of fraud in
           the  performance  of such  Participant'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  Participant  to
           perform the  Participant's  duties, as such duties were performed by
           the  Participant  prior to the day of the  Change in  Control of the
           Company   (other   than  any  such   failure   resulting   from  the
           Participant'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 Participant by the Committee.

                For  purposes of this  Section  8.2(c)(ii) , no act, or failure
           to act,  on the  Participant's  part shall be  considered  "willful"
           unless done, or omitted to be done, by the  Participant  not in good
           faith and without  reasonable belief that the  Participant'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  Participant  of
           duties without the Participant's express written consent,  which (i)
           are materially  different or require travel  significantly more time
           consuming or  extensive  than the  Participant'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   Participant'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  Participant
           at any time during the six (6) month  period  prior to the Change in
           Control of the  Company,  or (iii) the  removal  of the  Participant
           from,  or any failure to  reappoint or reelect the  Participant  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  Participant's  employment  by the  Company  for
           Cause, or by reason of the Participant's death or Disability;

                (B)  A  reduction  by the Company of the  Participant's  Salary
           (as hereinafter  defined),  or the failure to grant increases in the
           Participant'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;

                (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  Participant  relocate  (except
           for  required  travel  on  the  Company's   business  to  an  extent
           substantially  consistent  with the  Participant's  business  travel
           obligations  immediately  prior to the Change in  Control)  (i) to a
           location  which is outside a radius of one  hundred  (100) miles (or
           such  other  distance  as may be  agreed to by the  Company  and the
           Participant)  from the  Participant'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
           Participant  expressly consents in writing to any such relocation of
           the  Participant  outside  such one hundred mile radius or the State
           of New Jersey,  the failure by the Company to pay (or  reimburse the
           Participant  for) all  reasonable  moving  expenses  incurred by the
           Participant   relating  to  a  change  of  principal   residence  in
           connection  with such  relocation  and to indemnify the  Participant
           against  any  loss  realized  in  the  sale  of  the   Participant's
           principal   residence  in   connection   with  any  such  change  of
           residence,  all to the effect  that the  Participant  shall incur no
           loss upon such sale on an after tax basis;

                (D)  The  failure by the  Company to  continue  to provide  the
           Participant with  substantially the same welfare benefits (which for
           purposes of this Plan 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 Participant  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
           Participant 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  the  obligations  of the
           Company  under any Change in Control  Agreement  between the Company
           and the Participant or this Plan by any successor.

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

                (v)  "Salary"  shall  mean  the  Participant's  average  annual
           compensation  reported on United  States  Internal  Revenue  Service
           Form W-2 ("Form W-2") plus any of the  following  amounts  which are
           not  reported  on the  Participant's  Form W-2:  (i) any  restricted
           stock of the  Company  awarded  to the  Participant,  or  which  the
           Participant  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").

           (d)  Any purported  termination of the  Participant's  employment by
      the Company by reason of the  Participant's  Disability or for Cause,  or
      by the  Participant  for Good  Reason  shall be  communicated  by written
      Notice  of  Termination  (as  hereinafter  defined)  to the  other  party
      hereto.  For purposes of this Plan, a "Notice of Termination"  shall mean
      a notice given by the  Participant  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 Plan.
      The  Participant  shall not be entitled  to give a Notice of  Termination
      that the  Participant is terminating  the  Participant'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
      Participant's  actual  employment  by the Company shall cease on the Date
      of  Termination  (as  hereinafter  defined)  specified  in the  Notice of
      Termination,  even though such Date of Termination for all other purposes
      of this Plan may be  extended  in the manner  contemplated  in the second
      sentence of Section 8.2(e) below.

           (e)  For  purposes  of this Plan,  the "Date of  Termination"  shall
      mean 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.  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 Benefits hereunder shall continue to
      accrue  consistent  with the terms and  conditions of this Plan in effect
      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  Participant  from the  date of  termination
      specified  in the Notice of  Termination  until final  resolution  of the
      Dispute  pursuant to this Section 8.2(e) shall be repaid  promptly by the
      Participant  to the  Company,  with  interest at the  average  prime rate
      generally  prevailing  from time to time among major New York City banks.
      The Participant  shall not be obligated to pay to the Company the cost of
      providing the Participant  with Benefits for such period unless the final
      judgment,  order or decree of a court or other body resolving the Dispute
      determines that the Participant  acted in bad faith in giving a notice of
      Dispute.  Should  a  Dispute  ultimately  be  determined  in favor of the
      Participant,  then the  Participant  shall be entitled to retain all sums
      paid  to the  Participant  under  this  Plan  pending  resolution  of the
      Dispute.

           8.3  Payments Upon Termination After Change in Control


           If within  three (3) years after a Change in Control of the Company,
the Company shall terminate the  Participant's  employment other than by reason
of the  Participant's  death,  Disability or for Cause,  or if the  Participant
shall  terminate  the  Participant's  employment  for  Good  Reason,  then  the
Participant's  Benefits  in  effect  immediately  prior  to the date on which a
Change in Control of the  Company  occurs  under  this Plan,  or any  successor
plan in  effect  on the  date on  which a  Change  in  Control  of the  Company
occurred,  shall  become  fully  vested  and  nonforfeitable  on  the  Date  of
Termination  and (i) if the  Participant  has not  attained the age of 65 as of
the Date of Termination,  the Participant  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  Participant  shall be  deemed  to have
accumulated  ten (10) years of  continuous  service on the Date of  Termination
for purposes of the benefit  accrual  provisions  of this Plan,  in addition to
the number of years of service  already  accumulated  by the  Participant as of
the Date of  Termination;  provided,  however,  that the  President  of  E'town
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
this Plan,  in addition to the number of years of service  already  accumulated
by  the  President  as of the  Date  of  Termination.  In  satisfaction  of the
Company's  obligations  under this Section 8.3, the Company  shall  purchase an
annuity or  similar  instrument  owned by the  Participant  and  payable to the
Participant  (or the  Participant's  beneficiaries,  as the case may be)  which
provides  for payment of the  Benefits  payable to the  Participant  under this
Section  8.3  consistent  with the  payment  provisions  of Section  6.1 of the
Plan.  Such annuity or other  instrument  shall be purchased  and  delivered to
the  Participant  by the  Company  within  thirty  (30) days  after the Date of
Termination."


           5.   Section  9.1 of the SERP is  amended  by  adding  to the end of
that  Section  the  following  language:  "except  as  expressly  set  forth in
Section 8.3 of the Plan."

           6.   Section  9.2 of the SERP is amended by adding to the end of the
first  sentence of that Section the  following  language:  "except as expressly
set forth in Section 8.3 of the Plan."

           7.   Section  10.4 is amended  by adding to the end of that  Section
the following subsection:

           "(e) Notwithstanding  the  foregoing,  with  respect to any  dispute
      regarding  Benefits  payable in connection with a Change in Control,  the
      dispute provisions set forth in Section 8.2 shall apply."

           8.   Attached  hereto is a copy of the  revised  Schedule  "A" which
reflects all of the Key  Employees  who are eligible to  participate  under the
Plan as of the date of this Amendment.
           9.   If  any  of  the   terms  and   conditions   of  the  SERP  are
inconsistent  with this  Amendment,  the terms and conditions of this Amendment
shall  supercede such  inconsistent  terms and  conditions of the SERP.  Except
to the extent  changed or  modified  herein,  all terms and  conditions  of the
SERP shall remain unchanged and be in full force and effect.

           10.  The Company and the Executives  acknowledge  that, by execution
and  delivery  of the  respective  Agreements  by each of the  Executives,  the
Executives   acknowledged  that,  on  or  before  the  effective  date  of  the
Agreements,  the  Executives  received and had an  opportunity to read, and the
Executives  understand,  this Amendment and that the amendments,  modifications
and  supplements  in and to the SERP set  forth  in this  Amendment  are in the
best interests of the  Executives and are necessary and  appropriate to conform
the  terms  and  conditions  of the SERP to the  terms  and  conditions  of the
Agreements and the Executives  thereby agree to the  amendments,  modifications
and  supplements  in and to the  provisions of the SERP in accordance  with the
terms and  conditions  set forth in this  Amendment  to be  effective as of the
date of the  Agreements  in  satisfaction  of the terms and  conditions  of the
SERP,  and that a copy of this  Amendment  shall be  attached  as an exhibit to
and incorporated by reference into the SERP as of the date of  the Agreements.

           IN WITNESS WHEREOF,  the parties hereto have executed this Amendment
as of this 20th day of August, 1998.

                          E'TOWN CORPORATION


                          By:
                                 Anne Evans Estabrook, Chairman of the Board


<PAGE>

                                -SCHEDULE A

                                 Gail P. Brady
                              Walter M. Braswell
                                Andrew Chapman
                                 James Cowley
                                Dennis W. Doll
                                  Beth Gates
                              Robert W. Kean III
                               Edward D. Mullen
                            Henry S. Patterson III
                             Joseph E. Stroin, Jr.
                                Norbert Wagner