- 27 -
                                                   Exhibit 10 (d)











               EMPLOYEES' STOCK OWNERSHIP PLAN OF
               AMERICAN WATER WORKS COMPANY, INC.
                 AND ITS DESIGNATED SUBSIDIARIES

       (As Amended and Restated Effective August 1, 1999)



































               EMPLOYEES' STOCK OWNERSHIP PLAN OF
               AMERICAN WATER WORKS COMPANY, INC.
                 AND ITS DESIGNATED SUBSIDIARIES

       (As Amended and Restated Effective August 1, 1999)

                        Table of Contents

                                                             Page


ARTICLE I   DEFINITIONS.                                       1
     1.1    Account                                             1
     1.2    Annual Addition                                     2
     1.3    Beneficiary                                         2
     1.4    Board of Directors                                  2
     1.5    Break-in-Service                                    2
     1.6    Code                                                3
     1.7    Committee                                           3
     1.8    Company                                             3
     1.9    Compensation                                        3
     1.10   Defined Benefit Plan                                4
     1.11   Defined Contribution Plan                           4
     1.12   Designated Subsidary                                4
     1.13   Dividend Reinvestment Plan                          4
     1.14   Effective Date                                      4
     1.15   Employee                                            4
     1.16   Employer                                            5
     1.17   Employment Commencement Date                        5
     1.18   Employment Recommencement Date                      5
     1.19   ERISA                                               5
     1.20   Excess Aggregate Contributions                      5
     1.21   Five-Percent Owner                                  5
     1.22   Fund                                                5
     1.23   Highly Compensated Employee                         5
     1.24   Hour of Service                                     6
     1.25   Limitation Year                                     7
     1.26   Non-Highly Compensated Employee                     7
     1.27   Normal Retirement Date                              7
     1.28   Participant                                         7
     1.29   Participant Contributions                           7
     1.30   Pension Plan                                        7
     1.31   Period of Service                                   7
     1.32   Plan                                                7
     1.33   Plan Year                                           7
     1.34   Prior Plan                                          7
     1.35   Qualified Matching Contribution                     7
     1.36   Required Beginning Date                             7
     1.37   Severance from Service Date                         8
     1.38   Stock                                               8
     1.39   Subsidiary                                          8
     1.40   Trust                                               8
     1.41   Trustee                                             8
     1.42   Valuation Date                                      8
     1.43   Year of Service                                     8

ARTICLE II   PARTICIPATION.                                    9
     2.1.   Eligibility Requirements.                          9
     2.2.   Ineligible Employees.                              9
     2.3.   Time of Participation - Excluded Employees.       10

ARTICLE III CONTRIBUTIONS BY THE COMPANY AND ITS DESIGNATED
            SUBSIDIARIES.                                     10
     3.1.   Amount of Contributions.                          10
     3.2.   Payment of Company and Designated Subsidiary
            Contributions.                                    10

ARTICLE IV  PARTICIPANT CONTRIBUTIONS.                        11
     4.1.   Amount of Participant Contributions.              11
     4.2.   Election to Change Rate of Participant
            Contributions.                                    11
     4.3.   Suspension and Resumption of Participant
            Contributions.                                    11

ARTICLE V   LIMITATION ON MATCHING AND PARTICIPANT
            CONTRIBUTIONS.                                    12
     5.1.   Limitation - Code Section 401(m)                  12
     5.2.   Plan Aggregation; Special Rule.                   13

ARTICLE VI  PURCHASE OF STOCK                                 14
     6.1.   Investment in Stock.                              14
     6.2.   Purchase of Shares.                               14
     6.3.   Timing of Purchase.                               14
     6.4.   Cash Balance.                                     14

ARTICLE VII  CREDITS TO ACCOUNTS.                              14
     7.1.   Maintenance of Accounts.                          14
     7.2.   Payment and Allocation of Contributions and
            Forfeitures.                                      15
     7.3.   Valuation of the Stock.                           16
     7.4.   Limitations on Annual Additions to Participants'
            Accounts - Code Section 415.                      16
     7.5.   Elimination of Excess Annual Additions.           17

ARTICLE VIII                                             VESTING.  18
     8.1.   Rate of Vesting in ESOP, Participant Contribution
            and Qualified Matching Accounts.                  18
     8.2.   Rate of Vesting in Basic and Matching Accounts.   18

ARTICLE IX  VOTING OF STOCK.                                  18
     9.1.   Direction of Participant.                         18
     9.2.   Procedures Requirement.                           18
     9.3.   Voting of Non-Directed or Unallocated Shares.     18

ARTICLE X   AMOUNT AND DISTRIBUTION OF BENEFITS.              18
     10.1.  Distribution of Dividends.                        18
     10.2.  Distributions Upon Termination of Service.        19
     10.3.  Distribution Upon Death                           19
     10.4.  Death After Termination.                          19
     10.5.  Deferred Distribution.                            20
     10.6.  Form of Distribution.                             20
     10.7.  Purchase of Stock.                                20
     10.8.  Restrictions.                                     20
     10.9.  Limitation on Distributions.                      20
     10.10. Direct Rollovers.                                 20
     10.11. Distributions Pursuant to a Qualified Domestic
            Relations Order ("QDRO").                         21

ARTICLE XI  WITHDRAWALS BY PARTICIPANTS.                      22
     11.1.  Participant Withdrawals.                          22

ARTICLE XII  PLAN ADMINISTRATION.                              22
     12.1.  Fiduciary Responsibility.                         22
     12.2.  Appointment and Removal of Committee.             22
     12.3.  Compensation and Expenses of Committee.           22
     12.4.  Committee Procedures.                             23
     12.5.  Plan Interpretation.                              23
     12.6.  Exclusive Benefit Rule.                           23
     12.7.  Consultants.                                      23
     12.8.  Delegation and Allocation of Responsibility.      23
     12.9.  Claims Procedure.                                 23

ARTICLE XIII  AMENDMENTS, DISCONTINUANCE AND LIABILITIES.      24
     13.1.  Amendment.                                        24
     13.2.  Termination.                                      24
     13.3.  Merger, Consolidation or Transfer of Assets or
            Liabilities.                                      24
     13.4.  Change in Designated Subsidiary Status.           25

ARTICLE XIV  VETERANS' REEMPLOYMENT RIGHTS.                  25

ARTICLE XV  MISCELLANEOUS.                                     25
     15.1.  Limited Purpose of Plan.                          25
     15.2.  Non-alienation.                                   25
     15.3.  Facility of Payment.                              25
     15.4.  Impossibility of Diversion.                       26
     15.5.  Provisions Relating to Top-Heavy Plan.            26
     15.6.  Electronic or Telephonic Means.                   26
     15.7.  Unclaimed Benefits.                               26
     15.8.  Contingent Effectiveness of Plan Amendment and
            Restatement.                                      26


     APPENDIX A - Top Heavy Provisions

     APPENDIX B - Listing of Designated Subsidiaries



               EMPLOYEES' STOCK OWNERSHIP PLAN OF
               AMERICAN WATER WORKS COMPANY, INC.
                 AND ITS DESIGNATED SUBSIDIARIES


          This is the Employees' Stock Ownership Plan Of American
Water   Works  Company,  Inc.  And  Its  Designated  Subsidiaries
("Plan"),  amended and restated effective August 1, 1999,  except
as   otherwise  provided,  covering  the  eligible  employees  of
American Water Works and such of its affiliated entities as  have
adopted  the Plan for their eligible employees.  The  rights  and
obligations  under  the  Plan with respect  to  an  employee  who
terminated  employment before the applicable  effective  date  of
this amendment and restatement shall be governed by the terms  of
the  Plan  as  in  effect  on  the date  of  his  termination  of
employment.

          This amendment and restatement of the Plan is effective
August  1,  1999.   However, any provision of the  Plan  that  is
required  to  have an effective date prior to the date  indicated
above  in  order to comply with the Uniformed Services Employment
and  Reemployment  Rights Act of 1994,  the  Small  Business  Job
Protection Act of 1996, the Taxpayer Relief Act of 1997 or  other
legislation  shall be effective on the earliest date required  by
law.

          The Plan is intended to be an "employee stock ownership
plan" as defined in section 4975(e)(7) of the Code.  As such, the
Plan  is  designed  to  invest primarily in  qualifying  employer
securities.


ARTICLE I      DEFINITIONS.

          The following words and phrases as used herein have the
following meanings unless a different meaning is plainly required
by the context:

     1.1.       "Account" means a Participant's Account in the Plan,
including the following sub-Accounts:

          1.1.1.           "Participant ESOP Account" to hold the amounts
allocated to the Participant's Account through December 31, 1986;

1.1.2.         "Participant Contribution Account" to hold the
amounts contributed by the Participant pursuant to Section 4.1 of
the Plan;
1.1.3.         "Company Basic Contribution Account" to hold the
Company and Designated Subsidiary basic contributions made
pursuant to Section 3.1(a);
1.1.4.         "Company Matching Contribution Account" to hold
the Company and Designated Subsidiary matching contributions made
pursuant to Section 3.1(b); and
1.1.5.         "Qualified Matching Contribution Account" to hold
Qualified Matching Contributions, if any, made pursuant to
Section 3.1(c).
     1.2.        "Annual Addition" means the sum credited to  the
Participant  under  each  Defined  Contribution  Plan   for   any
Limitation Year, of:

          1.2.1.           Employer contributions,

1.2.2.         Employee contributions (other than Rollover
Contributions), and
1.2.3.         forfeitures.
The   term  "Annual  Addition"  shall  also  include  the  amount
allocated  to  a separate account of the Participant  to  provide
post-retirement  medical  benefits (a) under  a  Defined  Benefit
Plan, as described in section 415(l)(1) of the Code, and (b) with
respect  to a Participant who is, or was, a Key Employee for  any
Plan  Year, under a welfare benefit fund, as described in section
419A(d)(2) of the Code.

     1.3.       "Beneficiary" means:

          1.3.1.           the Participant's spouse,

1.3.2.         the person, persons or trust designated by the
Participant, with the consent of the Participant's spouse if the
Participant is married, as direct or contingent beneficiary in a
manner prescribed by the Committee, or
1.3.3.         if the Participant has no spouse and has made no
effective beneficiary designation, the Participant's heirs under
the intestate law of the state of the Participant's domicile at
his death.  A married Participant may designate a person, persons
or trust as beneficiary other than his spouse provided that such
spouse consents to such designation in writing in a manner
prescribed by the Committee.  Such consent shall not be required
if the Participant establishes to the satisfaction of the
Committee that the consent cannot be obtained because the spouse
cannot be located.  No subsequent spouse of the Participant shall
be bound by any such consent.
     1.4.       "Board of Directors" means the Board of Directors of
American Water Works Company, Inc.

1.5.      "Break-in-Service" means each 12 month period included
in a Period of Severance during which an Employee fails to
perform one Hour of Service.  An individual who is absent from
work for maternity or paternity reasons shall not incur a Break
In Service for the 12 consecutive month period beginning on the
first anniversary of the first day of such absence.  For purposes
of this section, an absence from work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of a birth of a child of the
individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
1.6.      "Code" means the Internal Revenue Code of 1986, as
amended.
1.7.      "Committee" means the Retirement Plan Committee
appointed under Article XII as administrator of the Plan.
1.8.      "Company" means American Water Works Company, Inc.
1.9.      "Compensation."
          1.9.1.           General Rule.  Compensation means, except as
otherwise  provided in this Section 1.9, all amounts  of  regular
cash  compensation that are treated as wages for  Federal  income
tax  withholding  under section 3401(a) of the  Code  (determined
without  regard to any rules that limit the remuneration included
in wages based on the nature or location of the employment or the
services performed) for the Plan Year, plus amounts that would be
paid  to  the  Employee during the year but  for  the  Employee's
election  under  a  cash  or  deferred arrangement  described  in
section  401(k)  of  the  Code,  a cafeteria  plan  described  in
section  125 of the Code, a simplified employee pension described
in  section 402(h) of the Code or an annuity program described in
section  403(b)  of  the  Code.   Notwithstanding  the  preceding
sentence,  Compensation shall not include  contributions  by  the
Employer  to this or any other plan or plans for the  benefit  of
its  employees,  benefits  under any long-term  disability  plan,
except  as otherwise expressly provided in this Section  1.9,  or
amounts  identified  by  the Employer as  expense  allowances  or
reimbursements regardless of whether such amounts are treated  as
wages under the Code.

1.9.2.         Limitations on Annual Additions. For the purpose
of Section 7.3 and Appendix A, Compensation shall include all
amounts that are treated as wages for Federal income tax
withholding under section 3401(a) of the Code (determined without
regard to any rules that limit the remuneration included in wages
based on the nature or location of the employment or the services
performed) and actually paid to the Participant during the
Limitation Year, excluding the following: (i) contributions of
the Company or a Designated Subsidiary to a plan of deferred
compensation that are not includable in the Employee's gross
income for the taxable year in which contributed, or employer
contributions under a simplified employee pension plan to the
extent such contributions are deductible by the Employee, or any
distribution from a plan of deferred compensation; (ii) amounts
realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a
substantial risk of forfeiture; (iii) amounts realized from the
sale, exchange or other disposition of stock acquired under a
qualified stock option; and (iv) other amounts that received
special tax benefits, or contributions made by the Company or a
Designated Subsidiary (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in
section 403(b) of the Code, (whether or not the amounts are
actually excludable from the gross income of the Employee).
1.9.3.         Highly Compensated Employee, Key Employee.  For
the purpose of Section 1.24, defining the term "Highly
Compensated Employee," and for the purpose of the definition of
"Key Employee" in Appendix A, Compensation shall include the
amount determined under Section 1.9.2, plus amounts that would be
paid to the Employee during the year but for the Employee's
election under a cash or deferred arrangement described in
section 401(k) of the Code, a cafeteria plan described in section
125 of the Code, a simplified employee pension described in
section 402(h) of the Code or an annuity program described in
section 403(b) of the Code.
1.9.4.         Maximum Annual Dollar Limit.  The annual
Compensation of each Employee taken into account for any purpose
under the Plan, other than those described below in this
subsection, shall not exceed $160,000 (as adjusted under
section 401(a)(17) of the Code).  This subsection shall not apply
for purposes of determining which individuals are Key Employees
or for purposes of the limitations on Annual Additions to
Accounts under section 415 of the Code.
     1.10.      "Defined Benefit Plan" means any employee pension plan
maintained by the Employer that is a qualified plan under section
401(a) of the Code and is not a Defined Contribution Plan.

1.11.          "Defined Contribution Plan" means an employee
pension plan maintained by the Employer that is a qualified plan
under section 401(a) of the Code and is described in section
414(l) of the Code.
1.12.          "Designated Subsidiary" means any Subsidiary named
from time to time by the Board of Directors as such under this
Plan, or any Subsidiary which, prior to September 15, 1977, was a
Designated Subsidiary under the Pension Plan (as defined
therein).  A Subsidiary's status as a Designated Subsidiary may
be changed by the Board of Directors from time to time.  Set
forth on Appendix B is the list of Designated Subsidiaries.
1.13.          "Dividend Reinvestment Plan" means the American
Water Works Company, Inc.  Dividend Reinvestment and Stock
Purchase Plan, as set forth in the prospectus of the Company
dated April 16, 1998 filed with the Securities and Exchange the
Commission, and as such Plan may be amended, interpreted or
regulated by the Company from time to time.
1.14.          "Effective Date" means January 1, 1976, except as
otherwise specified.  The effective date of this amendment and
restatement is August 1, 1999, except as otherwise specified.
1.15.          "Employee" means:
          1.15.1.          an individual who is employed by the Employer;

1.15.2.        an individual who is not employed by the Employer
but is a leased employee within the meaning of section 414(n)(2)
of the Code; provided that, if the total number of leased
employees constitutes 20% or less of the Employer's nonhighly
compensated work force, within the meaning of section
414(n)(5)(C)(ii) of the Code, the term "Employee" shall not
include those leased employees covered by a "safe harbor" plan
described in section 414(n)(5)(B) of the Code; and
1.15.3.        when required under Section 1.25 for purposes of
crediting Hours of Service, a former Employee.
     1.16.      "Employer" means the Company and:

          1.16.1.          any other employer included with the Company in
a controlled group of corporations or trades or businesses within
the  meaning of section 414(b) or section (c) of the Code, or  an
affiliated service group within the meaning of section 414(m)  of
the Code; and

1.16.2.        any other entity required to be aggregated with
the Company pursuant to regulations under section 414(o) of the
Code;
provided that any such employer shall be included within the term
"Employer"  only  while a member of such a  group  including  the
Company.

     1.17.      "Employment Commencement Date" means the date upon
which  an  individual was first credited with an Hour of Service,
as defined in Section 1.24.1.

1.18.          "Employment Recommencement Date" means the date
upon which an individual was first credited with an Hour of
Service, as defined in Section 1.24.1 after a Severance from
Service Date.
1.19.          "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.
1.20.          "Excess Aggregate Contributions" means that amount
of Matching and Participant Contributions made by or on behalf of
a Participant for a Plan Year that exceeds the limitation on
Matching and Participant Contributions set forth in Article V.
1.21.          "Five-Percent Owner" means any Employee who owns
(or is considered as owning within the meaning of section 318 of
the Code) more than 5% of the outstanding stock of any
Participating Employer or stock possessing more than 5% of the
total combined voting power of all stock of any Participating
Employer.  For purposes of this Section 1.22, section
318(a)(2)(C) of the Code shall be applied by substituting "5%"
for "50%" each time it appears therein.
1.22.          "Fund" means the assets and all earnings,
appreciation or additions thereto held by the Trustee under the
Trust for the exclusive benefit of Participants or their
Beneficiaries.
1.23.          "Highly Compensated Employee" means any Employee
who:
          1.23.1.          was a Five-Percent Owner at any time during the
year or the preceding year; or

1.23.2.        for the preceding year:
               1.23.2.1.      had Compensation from the Employer in excess of
$80,000 (as adjusted under section 414(q) of the Code) and

1.23.2.2.      if the Employer elects, was in the "top-paid
group" (within the meaning of section 414(q) of  the Code) for
such preceding year.
     1.24.      "Hour of Service" means:

          1.24.1.          each hour for which an Employee is paid, or
entitled  to  payment  for  the performance  of  duties  for  the
Employer;

1.24.2.        each hour for which an Employee is paid or
entitled to payment by the Employer with respect to a period of
time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military leave or leave of absence, provided
that no more than 501 Hours of Service shall be credited to an
Employee on account of any single continuous period during which
that Employee performs no duties;
1.24.3.        each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the
Employer;
1.24.4.        if an Employee is absent from employment for any
period because of:
               1.24.4.1.      the pregnancy of the individual,

1.24.4.2.      the birth of a child of the individual,
1.24.4.3.      the placement of a child with the individual in
connection with the adoption of such child by the individual, or
1.24.4.4.      the provision of care for such child for a period
beginning immediately following such birth or placement,
each hour that normally would have been credited to such Employee
but for such absence; provided that an Employee shall be credited
with  no more than 501 Hours of Service on account of any  single
period of absence described in this Section 1.24.4.

          1.24.5.          any other hour required to be credited pursuant
to applicable regulations of the Department of Labor.

          Hours of Service shall be credited to the Employee  for
the applicable 12 month period or periods in which the duties are
performed, for which the payment is made, or to which the  award,
agreement  or  leave pertains, except that in the case  of  hours
credited  under Section 1.24.4 relating to maternity or paternity
leave  such  hours  shall be credited if the year  in  which  the
absence from work begins if necessary to avoid a Break-in-Service
in that year, or in any other case, in the following year.  Hours
of  Service  under  this  Section 1.24 shall  be  calculated  and
credited  under  the  provisions of 29  CFR  Section  2530.200b-2
issued   by   the  United  States  Department  of  Labor,   which
regulations are incorporated herein by reference.

     1.25.      "Limitation Year" means the Plan Year.

1.26.          "Non-Highly Compensated Employee" means an
Employee who is not a Highly Compensated Employee.
1.27.          "Normal Retirement Date" means the date a
Participant reaches age 65.
1.28.          "Participant" means an Employee who has satisfied
the eligibility requirements of Article II.
1.29.          "Participant Contributions" means a Participant's
after-tax contributions that he elects to make pursuant to
Section 4.1.
1.30.          "Pension Plan" means the Pension Plan for
Employees of American Water Works Company, Inc. and its
Designated Subsidiaries as amended from time to time.
1.31.          "Period of Service" means the period between the
later of (a) the Employee's Employment Commencement Date or (b)
the Employee's Employment Recommencement Date, and the Employee's
Severance from Service Date.
1.32.          "Plan" means the Employees' Stock Ownership Plan
of American Water Works Company, Inc. and its Designated
Subsidiaries, as set forth in this document and the related trust
agreement pursuant to which the Trust is established.
1.33.          "Plan Year" means the year ending December 31.
1.34.          "Prior Plan" means the version of the Plan in
effect on December 31, 1986.
1.35.          "Qualified Matching Contribution" means a Matching
Contribution made by a Participating Employer pursuant to Section
3.1(c) and allocated to a Participant's Qualified Matching
Contribution Account that:
          1.35.1.          is 100% vested and nonforfeitable when made; and

1.35.2.        may not be distributed earlier than the
Participant's separation from service
     1.36.       "Required Beginning Date" means April 1  of  the
calendar year following the later of:

          1.36.1.          the calendar year in which the  Active
Participant reaches age 70 1/2; or

1.36.2.        the calendar year in which the Participant
retires; provided, that this Section 1.36 shall not apply in the
case of a Participant who is a Five-Percent Owner with respect to
the Plan Year ending in the calendar year in which the
Participant attains age 70 1/2.
     1.37.      "Severance from Service Date" means the date upon
which  an  Employee  severs his service with the  Company  or  an
Affiliated Company, which date shall be the earlier of:

          1.37.1.          the date upon which the employee quits, is
discharged, dies, or retires; or

1.37.2.        the first anniversary of the first date of such
Employee's absence from service for any other reason; provided
that an Employee who is absent from service beyond that first
anniversary by reason of a maternity or paternity leave resulting
from the Employee's pregnancy, the birth of the Employee's child,
the placement with the Employee of a child for adoption, or the
need to provide care for such a child following its birth or
adoption, that Employee's Severance From Service Date shall be
the second anniversary of the first date of such absence.  The
period between the first and second anniversaries of the first
date of such absence shall be considered neither a Period of
Service nor a period of severance.
     1.38.      "Stock" means voting common stock of the Company of
the same class and having the same voting and dividend rights  as
that  common  stock of the Company which from  time  to  time  is
listed for trading on the New York Stock Exchange.

1.39.          "Subsidiary" means any corporation, association or
business trust, 50% or more of whose voting stock (not including
shares have voting power only upon the happening of an event of
default) is or was owned, directly or indirectly, by American
Water Works Company, Inc., or by any corporation which was a
constituent in a merger, consolidation, liquidation, transfer or
substantially all of its assets in exchange for stock, or similar
combination of corporations with or into the Company.
1.40.          "Trust" means the legal entity created by the
trust agreement between the Company and the Trustee, fixing the
rights and liabilities with respect to controlling and managing
the Fund for the purposes of the Plan.
1.41.          "Trustee" means the trustee or trustees hereafter
designated by the Board of Directors and named in the trust
agreement or any amendment thereto.
1.42.          "Valuation Date" means any day that the New York
Stock Exchange is open for business or any other date chosen by
the Committee.
1.43.          "Year of Service" means a 12 consecutive month
period included within a Period of Service; provided that the
following special rules apply:
          1.43.1.          If an Employee quits, is discharged or retires
and  within  12  months  thereafter returns  to  service  and  is
credited  with an Hour of Service, his Years of Service shall  be
computed as though his service had not been severed.

1.43.2.        If an Employee who is absent from service for any
reason other than those specified in subparagraph (a) above,
while so absent, quits, is discharged, is placed on indefinite
layoff or retires, within 12 months after the first date upon
which he was absent from service, returns to service and is
credited with an Hour of Service, his Years of Service shall be
computed as though his service has not been severed.
1.43.3.        An Employee who is absent by reason of service in
the armed forces of the United States or on a leave of absence
authorized by the Employer and who returns to service with the
Employer within the time during which his reemployment rights are
protected by federal law or at the expiration of his authorized
leave of absence, as applicable, shall be treated as though he
had been actively performing services for the Employer during
such period of absence.

ARTICLE II          PARTICIPATION.

     2.1.       Eligibility Requirements.  Except as provided  in
Section 2.2, an Employee shall be eligible to participate in  the
Plan  beginning  on  the January 1 following his  date  of  hire.
Effective  as  of  January 1, 2000, each new  Employee  shall  be
eligible to participate in the Plan on his date of hire.

2.2.      Ineligible Employees.  Each of the following Employees
shall be ineligible to participate in the Plan:
          2.2.1.           an Employee who is employed by an Employer that
is not the Company or a Designated Subsidiary;

2.2.2.         an Employee included within a unit of Employees
covered by a collective bargaining agreement, unless that
collective bargaining agreement provides for their participation
in the Plan;
2.2.3.         a leased employee, within the meaning of section
414(n)(2) of the Code;
2.2.4.         an Employee who is a non-resident alien and who
has no income from sources within the United States;
2.2.5.         an individual who has been classified by the
Company as an independent contractor, notwithstanding a contrary
determination by any court or governmental agency; and
2.2.6.         an individual who is employed in an ineligible
category, such as a division of the Company or Designated
Subsidiary to which this Plan has not been extended.
     2.3.           Time of Participation - Excluded Employees.  An
Employee otherwise eligible to be a Participant in the Plan,  but
excluded  under  Section  2.2, shall  be  eligible  to  become  a
Participant  beginning on the first day of the  month  coincident
with  or  next  following  the date  upon  which  the  applicable
provision  of  Section 2.2 ceases to apply.   A  Participant  who
becomes subject to any provision of Section 2.2 shall cease to be
eligible  to make or receive contributions under the Plan  as  of
the  last  day of the payroll period coincident with,  or  within
which, any such provision becomes applicable.


ARTICLE III       CONTRIBUTIONS BY THE COMPANY AND ITS DESIGNATED
            SUBSIDIARIES.

     3.1.       Amount of Contributions.

          3.1.1.           Basic Contributions.  The Company and its
Designated  Subsidiaries shall contribute to the Fund,  for  each
Plan  Year, an amount equal to 0.5% of the Compensation  for  the
immediately preceding Plan Year of each Participant  who  was  an
Employee  on the preceding December 31.  For Plan Years beginning
on  or  after January 1, 2000, Basic Contributions for  the  Plan
Year  will  be  made  monthly in an amount equal  to  0.5%  of  a
Participant's current Compensation.

3.1.2.         Matching Contributions.  The Company and its
Designated Subsidiaries shall contribute to the Fund, for each
Plan Year, on behalf of each Participant who was an Employee on
the preceding December 31, an amount equal to 100% of each
Participant's Contributions made pursuant to Section 4.1.  For
Plan Years beginning on or after January 1, 2000, Matching
Contributions for the Plan Year will be made monthly in an amount
equal to 100% of each Participant's Contribution, made during the
month pursuant to Section 4.1.
3.1.3.         Qualified Matching Contributions.  If the
limitation on Matching and Participant Contributions set forth in
Article V is exceeded, at the direction of the Committee, the
Company and its Designated Subsidiaries shall make Qualified
Matching Contributions to the Qualified Matching Contribution
Account of each Participant who is a Non-Highly Compensated
Employee in the amount necessary to meet the limitation set forth
in such Section.  Qualified Matching Contributions shall be
treated as Matching Contributions for all purposes of the Plan.
3.1.4.         Form of Contributions.  Contributions under
Section 3.1 shall be made in cash, in Stock, or a combination
thereof.
     3.2.        Payment  of  Company and  Designated  Subsidiary
Contributions.  Contributions under Section 3.1 shall be made  no
earlier than the first day of the Plan Year to which they  relate
and  no  later than the due date (including extensions)  for  the
Company's  federal income tax return for the Plan Year  to  which
those contributions relate.


ARTICLE IV          PARTICIPANT CONTRIBUTIONS.

     4.1.       Amount of Participant Contributions.  Each Participant
who  was  an Employee on the preceding December 31 may  elect  to
contribute to the Plan for each Plan Year an amount that does not
exceed 2% of his Compensation for the immediately preceding  Plan
Year.  Such contributions shall be made at such time and in  such
manner  as  the  Committee, in its discretion, may  permit.   The
Committee  shall have the right to vary the time  and  manner  of
Participant contributions from year to year, so long as all  such
changes are applied in a nondiscriminatory manner.

          For  Plan Years beginning on or after January 1,  2000,
each   Participant  may  for  any  Plan  Year   elect   to   have
Contributions withheld from his pay in increments of one  percent
(1%)  or  two percent (2%) of his current Compensation,  and  the
amount  paid  into his Participant Contribution Account  monthly.
Contributions may only be made by payroll withholding.

          Notwithstanding  the above, any former Participant  who
terminated  due to retirement, death, reorganization,  or  office
closing  during the period January 1, 1999 through  December  31,
1999 and who would be eligible to participate in the plan in  all
other  respects, shall be permitted to contribute to the Plan  at
such time and in such manner as provided immediately prior to the
effective   date   of  this  amendment  and   restatement.    Any
Participant  who  retires during 2000 but on or before  June  30,
2000,  or  the beneficiary of a Participant who dies during  that
same  period,  shall be permitted to make a one time supplemental
contribution  sufficient to bring the total of that Participant's
Contributions  for  the 2000 Plan Year up to 2%  of  compensation
received for the immediately preceding Plan Year while an  active
Participant.

     4.2.       Election to Change Rate of Participant Contributions.
The  percentage  designated  by  a  Participant  as  a  rate   of
contribution  with  respect  to Participant  Contributions  shall
automatically  apply to increases and decreases in  his  rate  of
Compensation.   Except as provided in Section 4.3, a  Participant
may elect to change the rate of his Participant Contributions  to
any  other permissible rate any time during the year.   Any  such
election  shall be effective not later than the first payroll  of
the next following month, provided the Participant makes a timely
election  to  do so in accordance with procedures established  by
the Committee.

4.3.      Suspension and Resumption of Participant Contributions.
A Participant may suspend his Participant Contributions as of the
first day of any payroll period of the next following month,
provided the Participant makes a timely election to do so in
accordance with procedures established by the Committee.  Such
Participant may not resume Participant Contributions until the
first payroll period of the next following month.  Such
Participant may elect to resume Participant Contributions by
following the procedures established by the Committee, and making
a timely election to do so.

ARTICLE V      LIMITATION ON MATCHING AND PARTICIPANT
               CONTRIBUTIONS.

     5.1.       Limitation - Code Section 401(m)

          5.1.1.           Notwithstanding any provision of this Plan to
the  contrary,  Matching and Participant Contributions  shall  be
limited  as provided in section 401(m) of the Code, so  that  the
"average  contribution  percentage," as defined  below,  for  the
eligible  Highly Compensated Employees for the current Plan  Year
shall   bear   a   relationship  to  the  "average   contribution
percentage"  for  the  eligible Non-Highly Compensated  Employees
that   meets   one   of  the  alternative  tests   described   in
section 401(m) of the Code and summarized below, as the Committee
shall determine:

               5.1.1.1.       the average contribution percentage for the
eligible  Highly Compensated Employees for such Plan  Year  shall
not  exceed 125% of the average contribution percentage  for  the
eligible Non-Highly Compensated Employees for the preceding  Plan
Year; or

5.1.1.2.       the average contribution percentage for the
eligible Highly Compensated Employees for such Plan Year shall
not exceed the lesser of:
                         (i)       200% of the average contribution percentage
for the eligible Non-Highly Compensated Employees for the preceding  Plan
Year, or

(ii)      the average contribution percentage for the eligible
Non-Highly Compensated Employees for the preceding Plan Year plus
two percentage points.
               5.1.1.3.       At the election of the Sponsor, Section 5.1.1.1
may  be  applied by substituting "for the Plan Year" in place  of
"for  the  preceding  Plan  Year" in Section  5.1.1.1;  provided,
however,  such an election, once made, may not be changed  except
in accordance with procedures established by the Internal Revenue
Service.

          5.1.2.           The term "average contribution percentage" means
the  average  of  each  eligible Employee's  actual  contribution
percentage that is equal to the following ratio:

               5.1.2.1.       the amount of the Matching and Participant
Contribution  allocated on behalf of each eligible  Employee  for
the Plan Year, to

5.1.2.2.       the Employee's Compensation for the Plan Year.
          5.1.3.           Treatment of Excess Aggregate Contributions.  If
neither  test  described  in Section 5.1.1  is  met,  or  in  the
Committee's   opinion  will  be  met,  the  Committee,   at   its
discretion, shall:

               5.1.3.1.       cause the Participating Employer to make Qualified
Matching  Contributions  to the Qualified  Matching  Contribution
Account  of  each  Participant who is  a  Non-Highly  Compensated
Employee  to  the  extent necessary to meet  one  of  the  tests,
provided    such    Participating   Employer   authorizes    such
contribution; or

5.1.3.2.       cause Excess Aggregate Contributions, adjusted for
income or loss thereon, to be forfeited, if otherwise forfeitable
under the terms of the Plan, or if not forfeitable, distributed
as additional compensation to Participants on whose behalf the
Excess Aggregate Contributions were contributed within two and
one-half months after the end of the Plan Year for which they
were contributed.
          5.1.4.           Determination of Amount of Excess Aggregate
Contributions.   The  amount of a Highly  Compensated  Employee's
Excess  Aggregate  Contributions for a Plan Year  is  the  amount
necessary  to  reduce the amount of his Matching and  Participant
Contributions  to a maximum adjusted percentage, which  shall  be
the  highest  percentage that would cause one  of  the  tests  in
Section  5.1.1 to be met if each such Highly Compensated Employee
who  had  an  actual  contribution percentage  greater  than  the
maximum  adjusted percentage had, instead, such lower percentage.
The  aggregate amount of Excess Aggregate Contributions on behalf
of  all  Highly  Compensated Employees shall  be  distributed  as
follows:

               5.1.4.1.       the Matching and Participant Contributions of the
Highly Compensated Employee(s) with the highest dollar amount  of
Matching and Participant Contributions are reduced by the  amount
required to cause that Highly Compensated Employee's Matching and
Participant Contributions to equal the dollar amount of  Matching
and   Participant   Contributions  of  the   Highly   Compensated
Employee(s)  with the next highest dollar amount of Matching  and
Participant  Contributions;  provided,  however,  if   a   lesser
reduction,  when  added  to  the  total  dollar  amount   already
distributed under this Section, would equal the aggregate  Excess
Aggregate  Contributions  the lesser reduction  amount  shall  be
distributed; and

5.1.4.2.       if the total amount adjusted under Section 5.1.5.1
is less than the aggregate Excess Aggregate Contributions, the
process set forth in Section 5.1.5.1 shall be repeated.
          5.1.5.           Determination of Income or Loss.  The Committee
shall  determine the income or loss allocable to Excess Aggregate
Contributions by using any reasonable method it selects, provided
that  the method does not violate section 401(a)(4) of the  Code,
is  used  consistently for all Participants  and  all  corrective
distributions under the Plan for the Plan Year, and  is  used  by
the Plan for allocating income to Participant Accounts.

     5.2.       Plan Aggregation; Special Rule.

          5.2.1.           The actual contribution percentage under Section
5.1.2  for  an  eligible  Employee who is  a  Highly  Compensated
Employee  for the Plan Year and who is eligible to have  Matching
Contributions  or  Participant  Contributions  allocated  to  his
accounts  under two or more plans described in section 401(a)  or
arrangements  described in section 401(m) of the  Code  that  are
maintained  by the Employer, shall be determined as if  all  such
Matching  Contributions and Participant Contributions  were  made
under a single arrangement.

5.2.2.         For purposes of satisfying the limitation on
Matching and Participant Contributions of Section 5.1, in the
event that this Plan satisfies the requirements of section 410(b)
of the Code only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of section
410(b) of the Code only if aggregated with this Plan, then actual
contribution percentages of eligible Employees shall be
determined as if all such plans were a single plan.
5.2.3.         The determination and treatment of the actual
contribution percentage of any Participant shall satisfy such
other requirements as may be prescribed by the Secretary of the
Treasury.

ARTICLE VI          PURCHASE OF STOCK

     6.1.       Investment in Stock.  The Trustee shall invest and
reinvest  all  contributions to the Fund in Stock  in  accordance
with this Article VI and the terms of the Trust Agreement.

6.2.      Purchase of Shares.  All contributions to the Fund
shall be used by the Trustee to purchase shares of Stock, at the
time specified by Section 6.3, from the Company, on the open
market, or in a private transaction from a shareholder of the
Company who is neither a "disqualified person" within the meaning
of section 4975 of the Code nor a "party in interest" within the
meaning of section 3(14) of ERISA.
6.3.      Timing of Purchase.  Purchases of Stock with
contributions made pursuant to Section 3.1 and Section 4.1 shall
be made by the Trustee on or before the 30th day following the
receipt of such contributions.
6.4.      Cash Balance.  Notwithstanding any other provision of
the Plan, the Trustee may at all times maintain a balance of cash
in an amount not in excess of the amount which it reasonably
anticipates will be necessary to make cash distributions to
Participants in lieu of shares or fractional shares over the next
12 months.  The Company may advance to the Trustee, in any Plan
Year, the amount which the Company anticipates will be necessary
for the purposes of this Section 6.4.  All advances made under
this Section 6.4 shall be credited against the contribution
required under Section 3.1 for the Plan Year during which the
advance is made.

ARTICLE VII         CREDITS TO ACCOUNTS.

     7.1.        Maintenance  of Accounts.  The  Committee  shall
maintain,  or  cause  to be maintained, for  each  Participant  a
Participant   Contribution  Account,  a   Matching   Contribution
Account, and a Qualified Matching Contribution Account.

7.2.      Payment and Allocation of Contributions and
Forfeitures.
          7.2.1.           Participant Contributions.  Participant
Contributions shall be paid over by the Employer to  the  Trustee
as  of  the earliest date on which such Participant Contributions
can  reasonably be segregated from the Employer's general assets.
Participant  Contributions  shall be allocated  to  Participants'
Accounts  as  soon as administratively feasible  after  they  are
received by the Trustee.

7.2.2.         Company Basic Contributions.  Company Basic
Contributions shall be paid to the Trustee at the same time that
Company Matching Contributions are paid.  Such Contributions
shall be allocated to Participants' Accounts as soon as
administratively feasible after they are received by the Trustee,
but in no event later than the last Valuation Date of the Plan
Year to which such contributions relate.
7.2.3.         Company Matching Contributions.  Company Matching
Contributions shall be paid to the Trustee at the same time that
Participant Contributions to which they relate are paid.  Such
Contributions shall be allocated to Participants' Accounts as
soon as administratively feasible after they are received by the
Trustee, but in no event later than the last Valuation Date of
the Plan Year to which such contributions relate.
7.2.4.         Qualified Matching Contributions.  Payment of the
Company's Qualified Matching Contributions shall be made within
the time prescribed by the Code as the time within which
contributions must be made in order to constitute an allowable
Federal income tax deduction for the Employer's taxable year for
which the contribution is made.  Such contributions shall be
allocated to Participants' Accounts no later than the last
Valuation Date of the Plan Year to which they relate.
7.2.5.         Fractional Shares of Stock.  Subject to 7.3, all
shares of Stock purchased by the Trustee shall be allocated to
Participants' Accounts even though the result may be the
allocation of fractional shares, computed to at least the nearest
two decimal places.
7.2.6.         Disposition of Forfeitures.  Any amounts released
from a Participant's Basic, Matching and Qualified Matching
Accounts upon a termination of employment before January 1, 2000
before the Participant has been credited with a 100% vested
interest in those Accounts shall be placed in a suspense account
and held for five complete calendar years, at which time the
amounts shall be forfeited.  During that five year period,
dividends paid on Stock held in the suspense account shall be
accumulated in that account and held in cash.  If the Participant
again becomes an Employee before he incurs five consecutive
Breaks-in-Service, the amounts held in the suspense account shall
be restored to him.  After the Participant has incurred five
consecutive Breaks-in-Service amounts held in the suspense
account shall be released and used to reduce Basic and then
Matching Contributions of the Company or Designated Subsidiary
employing such Participant at the time of his termination of
employment for the Plan Year in which such amounts are released
from the suspense account or any succeeding Plan Year.
     7.3.       Valuation of the Stock.

          7.3.1.           General Rule.  As of each Valuation Date, any
increase or decrease in the fair market value of the Stock  since
the preceding Valuation Date shall be computed by the Trustee and
credited  to  or deducted from the Accounts of all  Participants.
Each  such Account's share of any increase or decrease  shall  be
that  portion  which bears the same ratio to  the  total  as  the
portion of:

               7.3.1.1.       the Participant's Account invested as of the
preceding Valuation Date bears to

7.3.1.2.       the total of all Participants' Accounts invested
as of the preceding Valuation Date.
For  the  purpose of determining such increase or  decrease,  the
balance  at  the  preceding Valuation Date shall  be  reduced  by
amounts since properly paid from the Fund, and, in any case where
a  distribution  falls due on a Valuation Date it  shall  not  be
regarded as due until the next day.  The Committee shall  provide
for the establishment of accounting procedures for the purpose of
making   the   allocations,   valuations   and   adjustments   to
Participants' Accounts provided for in this Article.   From  time
to  time,  such  procedures may be modified for  the  purpose  of
achieving  equitable and nondiscriminatory allocations among  the
Participants' Accounts in accordance with the provisions of  this
Article.   The fair market value of investments held in the  Fund
shall  be  conclusively determined by the Trustee  in  accordance
with any reasonable method permitted under regulations issued  by
the  Secretary  of the Treasury and such reasonable  and  uniform
rules as the Trustee may adopt.

     7.4.        Limitations on Annual Additions to Participants'
Accounts - Code Section 415.

          7.4.1.           Primary Limit.  The maximum Annual Addition to
any  Participant's Account for any Limitation Year shall  be  the
lesser of:

               7.4.1.1.       $30,000; or

7.4.1.2.       25% of the Participant's Compensation for such
Limitation Year.
          7.4.2.           Combined Limit.  Effective until December 31,
1999 (for calendar year plans), if a Participant participates  in
one  or  more Defined Contribution Plans and one or more  Defined
Benefit  Plans to which the Employer contributes on  his  behalf,
the   sum  of  the  defined  benefit  fraction  and  the  defined
contribution fraction shall not exceed 1.0.

               7.4.2.1.       Defined Benefit Fraction.  The defined benefit
fraction  for any Limitation Year is a fraction (i) the numerator
of   which   is   the  Participant's  projected  annual   benefit
(determined  as  of the close of the Limitation Year)  under  all
such  Defined Benefit Plans (whether or not terminated), and (ii)
the  denominator  of which is the lesser of (A)  $90,000  or  the
applicable  dollar limit for such Limitation Year  multiplied  by
1.25  (1.0  if the Plan is a Super Top-Heavy Plan),  or  (B)  the
Participant's  average  Compensation for  the  three  consecutive
calendar years of active participation, that produces the highest
average, multiplied by 1.4.

7.4.2.2.       Defined Contribution Fraction.  The defined
contribution fraction for any Limitation Year is a fraction (i)
the numerator of which is the total of the Participant's Annual
Additions as of the close of the Limitation Year, and (ii) the
denominator of which is the lesser of the following amounts
determined for the Limitation Year and for each prior Limitation
Year for which the Participant was an Employee (regardless of
whether any Plan was in existence during such year):
                         (i)        $30,000 or the applicable dollar limit for
each such Limitation  Year multiplied by 1.25 (1.0 if the Plan is  a  Super
Top-Heavy Plan), or

(ii)      35% of the Participant's Compensation for each such
Limitation Year.
          7.4.3.           Aggregation Requirement.  For purposes of
applying the limitations of this Section 7.4:

               7.4.3.1.       all Defined Benefit Plans (without regard to
whether  such  Defined  Benefit Plan has  been  terminated)  ever
maintained by the Employer will be treated as one Defined Benefit
Plan; and

7.4.3.2.       all Defined Contribution Plans (without regard to
whether such Defined Contribution Plan has been terminated) ever
maintained by the Employer will be treated as one Defined
Contribution Plan.
     7.5.       Elimination of Excess Annual Additions.  If, as a
result  of the allocation of forfeitures, a reasonable  error  in
estimating  a  Participant's Annual Compensation, or  under  such
other   circumstances  as  the  Internal  Revenue   Service   may
prescribe,  the limitations described in Section 7.4.1  would  be
exceeded  for  any Participant, such Participant's excess  Annual
Addition shall be eliminated as follows:

          7.5.1.           any Participant Contributions (plus the earnings
attributable thereto), to the extent they would reduce the Annual
Addition  to  the maximum permitted amount, shall be returned  to
the Participant;

7.5.2.         any reallocated forfeitures, to the extent they
would reduce the Annual Addition to the maximum permitted amount
shall be placed in an unallocated suspense account and used to
reduce Employer contributions for all Participants in the next
Plan Year and each succeeding Plan Year, if necessary;
7.5.3.         if after applying Section 7.5.1 and 7.5.2,  any
amount remains in excess of the maximum permitted Annual
Addition, such amount shall be paced in an unallocated suspense
account and used to reduce Employer contributions for all
Participants in the next Plan Year and each succeeding Plan Year,
if necessary.
7.5.4.         If in accordance with this Section 7.5, a suspense
account is in existence during any Plan Year, such account shall
not share in the investment gains and losses of the Fund.

ARTICLE VIII        VESTING.

     8.1.       Rate of Vesting in ESOP, Participant Contribution and
Qualified  Matching Accounts.  A Participant shall  have  a  100%
vested  interest, at all times, in all shares of Stock  or  other
assets   standing  to  the  credit  of  his  ESOP  Account,   his
Participant  Contribution  Account  and  his  Qualified  Matching
Contribution Account.

8.2.      Rate of Vesting in Basic and Matching Accounts.  A
Participant shall have no vested interest in his Basic and
Matching Accounts until he has been credited with five Years of
Service at which time he shall have a 100% vested interest in all
shares of stock or other assets standing to the credit of those
Accounts.  In any event, a Participant shall be 100% vested in
his Basic and Matching Accounts on (i) his Normal Retirement Date
if he is employed by the employer on that date, or (ii) upon his
death while employed by the Employer.
          Notwithstanding this above, effective January 1,  2000,
active  Participants  shall  be 100%  vested  in  the  Basic  and
Matching Accounts at all times.


ARTICLE IX          VOTING OF STOCK.

     9.1.       Direction of Participant.  The Trustee shall vote all
shares  of  Stock, including fractional shares,  allocated  to  a
Participant's Account, in the manner directed by the  Participant
to whose Account such shares are allocated.

9.2.      Procedures Requirement.  The Committee shall establish
and maintain a procedure by which Participants will be timely
notified of their right to direct the voting of Stock allocated
to their Accounts and the manner in which any such directions are
to be conveyed to the Trustee.
9.3.      Voting of Non-Directed or Unallocated Shares.  If a
Participant fails to direct the voting of shares of Stock
allocated to his Account, or if shares of Stock are being held
unallocated, the Trustee shall exercise such voting rights in
accordance with recommendations of the Company as made to all
Shareholders of the Company.

ARTICLE X      AMOUNT AND DISTRIBUTION OF BENEFITS.

     10.1.      Distribution of Dividends.  At the election of the
Participant  on  a  form  provided by the Committee  (until  such
election  is  amended or revoked) any cash dividends received  by
the Trustee shall be:

          10.1.1.          distributed to such Participant as soon as
practical  after those amounts are received by the Trustee,  less
any taxes required to be withheld under federal or state laws; or

10.1.2.        reinvested by the Trustee in Stock pursuant to the
Dividend Reinvestment and Stock Purchase Plan.
If  no  election  is  made by the Participant  pursuant  to  this
Section  10.1,  dividends will be distributed in accordance  with
Section 10.1.1.  The amount to be distributed or reinvested shall
be  that portion of the total cash dividend which bears the  same
ratio  to  that total dividend as the number of shares  of  Stock
allocated  to  the  Participant's Account  as  of  the  preceding
Valuation  Date bears to the number of shares of Stock  allocated
to  all Participants' Accounts as of that date.  Shares of  Stock
acquired  through the Dividend Reinvestment Plan  pursuant  to  a
Participant's  election  under this Section  10.1  shall  not  be
considered  assets of this Plan, but rather shall be governed  by
the terms of the Dividend Reinvestment Plan.

     10.2.      Distributions Upon Termination of Service.   Upon
termination  of  service  for reasons other  than  his  death,  a
Participant  shall  be entitled to receive  the  balance  of  his
account,  plus any amount subsequently allocated to  his  Account
under Section 7.2, as soon as administratively feasible after the
Valuation  Date coinciding with or next following the  date  upon
which the Participant becomes entitled to such benefit.

           Notwithstanding  the foregoing,  if  the  value  of  a
Participant's Account exceeds $5,000, payment to such Participant
shall  not be made unless the Participant consents in writing  to
the  distribution.   Consent to such distribution  shall  not  be
valid  unless the Participant is informed of his right  to  defer
receipt  of  the distribution.  The consent of the  Participant's
spouse,  if  any, to such distribution shall not be required.   A
Participant must have his Account distribution as of the close of
the  Plan  Year in which he reaches age 65.  For the  purpose  of
this Section 10.2 a Participant's service shall not be deemed  to
have terminated by reason of his transfer to an employment status
with  the Company or a Designated Subsidiary which is not covered
by this Plan.  Notwithstanding the foregoing, the entire value of
a  Participant's Accounts must be distributed beginning no  later
than the Participant's Required Beginning Date.

     10.3.       Distribution Upon Death  Upon termination  of  a
Participant's service by reason of his death, the balance of  his
Account  as  of  the  Valuation  date  coincident  with  or  next
following  the  Participant's date of  death,  plus  any  amounts
subsequently allocated to his Account under Section 7.2, shall be
distributed  to  the  Participant's  Beneficiary,  as   soon   as
administratively feasible following the occurrence of such event.
To  the  extent practicable, the Committee shall insure that  any
distribution  pursuant to this Section 10.3 is  completed  within
the recipient's taxable year in which it begins.

10.4.          Death After Termination.  If a Participant dies
following his termination of service, but before any distribution
is made pursuant to Section 10.2, the balance of his Account, as
of the Valuation Date coincident with or next following his
termination of service plus any amounts subsequently allocated to
his Account under Section 7.2, shall be distributed to the
Participant's Beneficiary, as soon as administratively feasible
following the occurrence of such event.  To the extent
practicable, the Committee shall insure that any distribution
pursuant to this Section 10.4 is completed within the recipient's
taxable year in which it begins.
10.5.          Deferred Distribution.  A Participant who elected
to defer distribution of his Account pursuant to Section 10.2 may
subsequently elect a distribution of his Account upon providing
notice of his election in accordance with procedures established
by the Committee.  A Participant may not elect a partial
distribution of his Account pursuant to this Section 10.5.
10.6.          Form of Distribution.  A Participant, or in the
case of a distribution under Section 10.3 or 10.4 as to which the
Participant has made no election, a Participant's Beneficiary,
may elect to receive distribution pursuant to this Article X in
cash or in Stock.  If the Participant or beneficiary elects
distribution in cash, the Trustee shall convert all shares of
Stock allocated to the Participant's Account, including
fractional shares, to cash, at the price at which such Stock is
traded on the New York Stock Exchange on the conversion date and
shall distribute the proceeds to the Participant or Beneficiary.
10.7.          Purchase of Stock.  Before a distribution of a
Participant's Account pursuant to this Article X is made to a
Participant or Beneficiary who has elected to receive the
distribution in Stock, any cash, or assets other than Stock,
allocated to such Account shall be applied to the purchase of
Stock, either in the manner and at the price specified in Section
6.2 or from an unallocated account established pursuant to
Section 7.3 at the price at which such Stock could currently be
purchased on the New York Stock Exchange, so that all
distributions will be made in shares of Stock, except that cash
shall be distributed in lieu of fractional shares of Stock.  For
the purpose of this Article X, a fractional share of Stock
allocated to a Participant's Account shall be valued at its pro
rata share of the closing price of a whole share of Stock on the
New York Stock Exchange on the deemed distribution date preceding
the date upon which the Participant's Account is to be
distributed.
10.8.          Restrictions.  Any shares of Stock distributed
pursuant to the terms of this Plan shall be subject to such
restrictions on their transfer as shall be necessary or
appropriate, in the opinion of counsel for the Company and the
Trust, to comply with applicable federal and state securities
laws.
10.9.          Limitation on Distributions.  No distribution of
all or any part of any Participant's Account under this Plan
shall be made except in accordance with this Article X, or the
withdrawal provisions of Article XI.
10.10.         Direct Rollovers.  This Section 10.10 will apply
to distributions from a Participant's Account made after December
31, 1992.  If one or more distributions from a Participant's
Account constitutes an "eligible rollover distribution," within
the meaning of sections 402(c)(2) and (4) of the Code and
regulations thereunder, the Participant may elect to have all or
a portion of the distribution paid directly to an individual
retirement account or annuity (an "IRA") or a plan qualified
under Code Section 401(a) or 403(a) (collectively, an "eligible
retirement plan").  The Participant may not elect to have
portions of an eligible rollover distribution paid directly to
more than one eligible retirement plan.  In addition, the
Participant will not be permitted to elect a direct rollover with
respect to eligible rollover distributions that are reasonably
expected to total less than $200 during the year.  The Committee
shall make such payment upon receipt from the Participant of the
name of the eligible retirement plan to which such payment is to
be made, a representation that the eligible retirement plan is an
IRA or a plan qualified under section 401(a) or 403(a) of the
Code, and such other information and/or documentation as the
Committee may reasonably require to make such payment.  If the
Participant fails to elect whether or not a distribution is to be
paid in a direct rollover, the Participant will be deemed to have
elected not to have any portion of the distribution paid in a
direct rollover.  This Section shall apply, to the extent
required by law, to a Beneficiary who is the Participant's
surviving spouse and to a spouse or former spouse who is an
alternate payee under a qualified domestic relations order as
defined in section 414(p) of the Code, except that only an IRA
will be deemed to be an eligible retirement plan with respect to
a surviving spouse or a deceased Participant.
10.11.         Distributions Pursuant to a Qualified Domestic
Relations Order ("QDRO").  Any benefit payable from a
Participant's Account to an Alternate Payee pursuant to the terms
of a Qualified Domestic Relations Order ("QDRO"), as those terms
are defined in section 414(p) of the Code, shall, at the
Alternate Payee's election, provided such election is consistent
with the terms of the QDRO, be paid:
          10.11.1.         in a lump sum as soon as administratively
reasonable  after the determination that the QDRO  satisfies  the
provisions  of  section  414(p) of the Code,  without  regard  to
whether  the  Participant is then eligible  to  receive  benefits
under the Plan; or

10.11.2.       at any other time and in any manner permitted by
the Plan and the terms of the QDRO, provided that such benefit
must be paid, or begin to be paid, no later than the
Participant's Normal Retirement Date.
10.11.3.       If a QDRO requires the division of an Account
balance as of a date earlier than the date of payment to or
establishment of a separate account for an Alternate Payee, with
earnings credit from such date, the amount to be paid to, or set
aside for, the Alternate Payee shall be:
               10.11.3.1.          the percentage of the Account as of the
Valuation Date nearest such earlier determination date awarded to
the  Alternate Payee by the QDRO, plus an amount of gain or  loss
determined by:

(i)       reducing the current date balance of the
Account by the sum of the earlier determination date balance and any
contributions made since that date;

(ii)      multiplying the result by the percentage determined by
dividing the earlier determination date balance by the sum of the
earlier determination date balance and the contributions since
that date; and

(iii)          multiplying the result obtained in (ii) by the
percentage of the earlier determination date balance awarded to
the Alternate Payee by the QDRO.
               10.11.3.2.          Determination under this section 10.11.3 will
be  made  on  the  basis of the cash value of  the  Participant's
account  based  on the number of shares as of the relevant  dates
and the amount distributed will be made in cash and or shares  in
accordance with Sections 10.6 and 10.7


ARTICLE XI          WITHDRAWALS BY PARTICIPANTS.

     11.1.      Participant Withdrawals.  Effective September 1, 1999,
a Participant who has completed five (5) or more Years of Service
may, by written election, in the form prescribed by the Committee
and filed with the Committee, elect to withdraw any of the shares
of   Stock  (except  Stock  attributable  to  Qualified  Matching
Contributions)  which have been allocated to his  Account.   Such
withdrawal  may  be  made in cash or shares  as  elected  by  the
Participant.  Cash shall be paid in lieu of fractional shares.


ARTICLE XII         PLAN ADMINISTRATION.

     12.1.       Fiduciary  Responsibility.  The  Plan  shall  be
administered by the Committee, which shall be deemed  to  be  the
Plan's "named fiduciary" and "administrator", as those terms  are
defined  by the Employee Retirement Income Security Act of  1974,
as  amended.  All matters relating to the administration  of  the
Plan, including the duties imposed upon the Plan administrator by
law, except those duties relating to the control or management of
Plan  assets, shall be the responsibility of the Committee.   All
matters  relating  to the control or management  of  Plan  assets
shall,  except  to  the extent delegated in accordance  with  the
trust  agreement,  be  the sole exclusive responsibility  of  the
Trustee.

12.2.          Appointment and Removal of Committee.  The
Committee shall consist of not less than three persons who shall
be appointed and may be removed by the Board of Directors.
Persons appointed to the Committee may be, but need not be,
employees of the Company or a Designated Subsidiary.  Any
Committee member may resign by giving written notice to the Board
of Directors, which notice shall be effective 30 days after
delivery.  A Committee member may be removed by the Board of
Directors by written notice to such Committee member, which
notice shall be effective upon delivery.  The Board of Directors
shall promptly select a successor following the resignation or
removal of any Committee member.
12.3.          Compensation and Expenses of Committee.  Members
of the Committee who are employees of the Company shall serve
without compensation.  Members of the Committee who are not
employees of the Company or a Designated Subsidiary may be paid
reasonable compensation for services rendered to the Plan.  Such
compensation, if any, and all ordinary and necessary expenses of
the Committee shall be paid by the Company.
12.4.          Committee Procedures.  The Committee may enact
such rules and regulations for the conduct of its business and
for the administration of the Plan as it may deem desirable.  The
Committee may act either at meetings at which a majority of its
members are present or by a writing signed by a majority of its
members without the holding of a meeting.  Records shall be kept
of the meetings and actions of the Committee.  No member of the
Committee who is a Participant in the Plan shall vote upon any
matter affecting only his Account.
12.5.          Plan Interpretation.  The Committee shall have the
authority and responsibility to interpret and construe the Plan
and to decide all questions arising thereunder, including without
limitation, questions of eligibility for participation,
eligibility for benefits, Account balance, and the timing of the
distribution thereof, and shall have the authority to deviate
from the literal terms of the Plan to the extent the Committee
shall determine to be necessary or appropriate to operate the
Plan in compliance with the provisions of applicable law.
12.6.          Exclusive Benefit Rule.  The Committee shall
administer and interpret the Plan for the exclusive benefit of
Participants and their Beneficiaries.
12.7.          Consultants.  The Committee may, and to the extent
required for the preparation of reports shall, employ such
accountants, actuaries, attorneys, consultants and other advisors
or agents, as necessary.  The fees charged by such accountants,
actuaries, attorneys, consultants or other advisors and agents
shall be paid by the Company.
12.8.          Delegation and Allocation of Responsibility.  The
Committee may delegate any of its responsibilities to any officer
of the Company, and may allocate any of its responsibilities to
one or more members of the Committee.  In the event of any such
delegation or allocation the Committee shall establish procedures
for the thorough and frequent review of the performance of such
duties.  Persons to whom responsibilities have been delegated may
not delegate to others any discretionary authority or
discretionary control with respect to the management or
administration of the Plan.
12.9.          Claims Procedure.  The Committee shall administer
a claims procedure as follows:
          12.9.1.          If a claim for benefits is denied by the
Committee either in whole or in part, the Committee shall  notify
any  Participant or Beneficiary adversely affected by such denial
by  a written notice setting forth the specific reason or reasons
for  the  denial, a specific reference to the provisions  of  the
Plan  upon  which  the  denial is based,  a  description  of  any
additional  material or information necessary for the Participant
or  Beneficiary  to obtain a review of the decision  denying  the
claim  in  whole or in part together with an explanation  of  the
reasons  such material or information may be necessary for  these
purposes,  and an explanation of the claim review procedures  for
the Plan.

12.9.2.        The Participant or Beneficiary whose claim has
been denied in whole or in part (or the authorized representative
of the Participant or Beneficiary) may, within 60 days after
receipt of the written notification described in (a) above,
appeal the denial of the claim by delivering to a member of the
Committee a written request for a review of the denial.  Such
written request for a review may be supplemented, within 30 days
following delivery of the request for a review, by written
comments prepared by the claimant or his duly authorized
representative, and the claimant or his duly authorized
representative shall for purposes of preparing the request for a
review or the additional written comments have made available to
him any pertinent documents.
12.9.3.        Within 60 days following the later of receipt of a
request for review by a member of the Committee or receipt of any
additional written comments, the Committee shall give notice to
the claimant of its decision on review, which decision shall
include specific reasons for the decision and specific references
to the provisions of the Plan upon which the decision on review
is based.

ARTICLE XIII        AMENDMENTS, DISCONTINUANCE AND LIABILITIES.

     13.1.      Amendment.  This Plan may be amended at any time, and
from  time  to time, by the Company's Retirement Plan  Committee,
provided  that  such amendment does not materially  increase  the
cost  of the Plan.  The Plan may also be amended at any time  and
from  time to time by the Board of Directors.  No amendment shall
divest any vested interest of any Participant or Beneficiary  nor
be  effective  unless the Plan, as so amended,  continues  to  be
maintained  for  the  exclusive benefit of the  Participants  and
their Beneficiaries.

13.2.          Termination.  The Company reserves the right to
discontinue the Plan at any time by action of the Board of
Directors.  If the Plan is so discontinued the Fund shall
continue to be held for distribution as provided in Article X and
Article XI.  No new Participants may thereafter be admitted to
the Plan and the Company shall make no further contributions to
the Fund.
13.3.          Merger, Consolidation or Transfer of Assets or
Liabilities.  The Company reserves the right, by action of the
Board of Directors, to merge or consolidate this Plan with any
other employee stock ownership plan qualified under section
401(a) of the Code, or to transfer Plan assets and liabilities to
any other such plan qualified under section 401(a) of the Code,
including such a transfer in connection with the termination of a
Subsidiary's status as a Designated Subsidiary, provided that the
amount standing to the credit of each Participant's Account
immediately after any such merger, consolidation or transfer of
assets and liabilities shall be at least equal to the amount
standing to the credit of the Participant's Account immediately
before such merger, consolidation or transfer.
13.4.          Change in Designated Subsidiary Status.  In the
event a Subsidiary ceases to be a Designated Subsidiary, but
continues in existence as a corporate entity, no further
allocations shall be made to the Accounts of the Participants
employed by that Subsidiary, other than Stock, money or other
property distributed with respect to Stock held in those
Accounts, for any Plan Year beginning after the Subsidiary ceases
to be a Designated Subsidiary.  Those Participants' Accounts
shall either be:
          13.4.1.          transferred-to another qualified plan, in
accordance with Section 13.3, or

13.4.2.        completely distributed to the Participants
entitled thereto in accordance with the provisions of Article X.

ARTICLE XIV         VETERANS' REEMPLOYMENT RIGHTS.

          Notwithstanding  any  provision  of  the  Plan  to  the
contrary, contributions, benefits and service credit with respect
to Qualified Military Service will be provided in accordance with
section 414(u) of the Code.

          For purposes of determining an Employee's service under
the  Plan, any military service in the Armed Forces of the United
States  during  which an Employee's employment  and  reemployment
rights with the Employer are guaranteed by federal law (including
the Uniformed Services Employment and Reemployment Rights Act  of
1994)  shall  be  recognized as service, provided  such  Employee
applies  for reemployment with the Employer after such separation
from military service within the time prescribed by such law.


ARTICLE XV          MISCELLANEOUS.

     15.1.       Limited  Purpose of Plan.  The establishment  or
existence  of  the  Plan shall not confer upon any  Employee  the
right  to  be  continued  in the employ of  the  Company  or  any
Designated   Subsidiary.    The  Company   and   its   Designated
Subsidiaries  expressly  reserve  the  right  to  discharge   any
Employee  whenever  in  their judgment their  best  interests  so
require.

15.2.          Non-alienation.  No benefit payable under the Plan
shall be subject in any manner to anticipation, assignment, or
voluntary or involuntary alienation.  This section shall not
preclude the Trustee from complying with the terms of any
qualified domestic relations order under section 414(p) of the
Code.
15.3.          Facility of Payment.  If the Committee, in its
sole discretion, deems a Participant or Beneficiary who is
entitled to receive any payment hereunder to be incompetent to
receive the same by reason of age, illness or any infirmity or
incapacity of any kind, the Committee may direct the Trustee to
apply such payment directly for the benefit of such person, or to
make payment to any person selected by the Committee to disburse
the same for the benefit of the Participant or Beneficiary.  The
receipt given by such a person shall be complete discharge
therefor.  Payments made pursuant to this section shall operate
as a discharge, to the extent thereof, of all liabilities of the
Company, any Designated Subsidiary, the Committee, the Trustee,
and the Fund to the person for which benefit the payments are
made.
15.4.          Impossibility of Diversion.  All Plan assets shall
be held, in trust, as part of the Fund, until paid to provide
benefits to Participants or their Beneficiaries or to pay
reasonable Plan expenses.  It shall be impossible for any part of
the Fund to be used for, or diverted to, purposes other than the
exclusive benefit of the Participants or their beneficiaries, and
the Trust shall continue for such time as may be necessary to
accomplish the purpose for which it is created.
15.5.          Provisions Relating to Top-Heavy Plan.
Notwithstanding anything in the Plan to the contrary, if the Plan
is determined to be a Top-Heavy Plan within the meaning of
Section A.12 of Appendix A and Code section 416(g) for any Plan
Year, then Article B of Appendix A shall apply.
15.6.          Electronic or Telephonic Means.  Notwithstanding
any provisions of this Plan to the contrary, salary reduction
agreements and suspensions or changes thereto,   withdrawal
decisions and any other election by any Participant under this
Plan may be made by electronic or telephonic means that are not
otherwise prohibited by law and that are in accordance with
procedures and/or systems approved or arranged by the Committee.
15.7.          Unclaimed Benefits.  If a Participant or
Beneficiary to whom a benefit is payable under the Plan cannot be
located following a reasonable effort to so by the Committee,
such benefit shall be forfeited but will be reinstated if a claim
therefor is filed by the Participant or Beneficiary.
15.8.          Contingent Effectiveness of Plan Amendment and
Restatement.  The effectiveness of this amendment and
restatement, including but not limited to the contributions made
by the Company and its Designated Subsidiaries, shall be subject
to and contingent upon a determination of the District Director
of Internal Revenue that the Plan and Trust continue to meet the
requirements for qualification under the applicable provisions of
the Code.  If the amendment and restatement should be determined
by the District Director not to continue to meet the requirements
for qualification, then, upon notice to the Trustee, the Company
shall have the right further to amend the Plan or to rescind the
amendment and restatement.

          To record the adoption of the amendment and restatement
of  the  Plan,  the Company and its Designated Subsidiaries  have
caused  this  document to be executed, on their  behalf,  by  the
appropriate  officer of the Company on this 1st  day  of  August,
2000.



[CORPORATE SEAL]              AMERICAN WATER WORKS COMPANY, INC.
                              AND ITS DESIGNATED SUBSIDIARIES



By:___________________________________



                           APPENDIX A
                      TOP-HEAVY PROVISIONS

ARTICLE A. TOP-HEAVY PLAN DEFINITIONS.

          The following words and phrases as used herein have the
following meanings unless a different meaning is plainly required
by the context:

     A.1   "Account Balance" means, for all plans included in  an
Aggregation Group, the sum of:

          A.1.1      the  balance, as of the Top-Heavy  Valuation
Date,  standing  to  the  credit of a  Participant  (including  a
Beneficiary  of  such  Participant)  in  his  Account,  including
contributions  that  would  be  allocated  as  of  the  Top-Heavy
Valuation Date, even though these amounts are not yet required to
be  contributed,  except for amounts maintained in  a  subaccount
attributable  to "unrelated" rollover contributions  or  plan-to-
plan transfers; and

          A.1.2     the aggregate distributions made with respect
to such Participant (including a Beneficiary of such Participant)
under  the  Plan  during  the  five-year  period  ending  on  the
Determination Date.

The  term "Account Balance" shall not include any amount held  or
distributed  on  behalf of any Participant who is  a  Former  Key
Employee, or who has not received compensation from the  Employer
(other  than  benefits under qualified plans  maintained  by  the
Employer) at any time during the five-year period ending  on  the
Determination Date.

    A.2  "Aggregation Group" means:

          A-2.1     a Required Aggregation Group, or

          A.2.2     a Permissive Aggregation Group.

     A.3  "Determination Date" means:

          A.3.1     if the Plan is not included in an Aggregation
Group, the last day of the preceding Plan    Year; or

          A.3.2  if the Plan is included in an Aggregation Group,
the  Determination  Date as determined under Section  A.3.1  that
falls  within  the  same calendar year as does the  determination
date of each other plan included in such Aggregation Group.

     A.4    "Employer"  means  the  Company  and  any  Designated
Subsidiary.

     A.5  "Former Key Employee" means a Participant who is a Non-
Key  Employee with respect to the Plan for the Plan Year if  such
Participant was a Key Employee with respect to the Plan  for  any
prior Plan Year.

          A.6   "Key  Employee"  means an Employee,  including  a
deceased former Employee, with respect to the Plan Year,  who  at
any  time  during  the Plan Year that includes the  Determination
Date or any of the four preceding Plan Years is (or was):

               A.6.1     An officer of the Employer having annual
compensation greater than 150% of the amount in effect under Code
section  415(b)(1)(A) for the calendar year in  which  such  Plan
Year  ends,  provided  that  in no  event  shall  the  number  of
individuals  treated  as officers exceed  50  employees,  or,  if
lesser, the greater of three employees or 10% of the total number
of employees:

If  more  than the maximum number of employees who may be treated
as officers are officers, only those officers who had the largest
annual  compensation in any one of the five Plan Years ending  on
the Determination Date shall be treated as officers.

               A.6.2      One  of the 10 Employees having  annual
Compensation  from the Employer of more than the  maximum  dollar
limitation of Code section 415(c)(1)(A) and owning (or considered
as  owning  within the meaning of Code section 318)  the  largest
interest  in  the Employer, provided that such interest  is  more
than  0.5%  of  the ownership interest in the  Employer.   If  an
Employee's  ownership interest change, during a  Plan  Year,  his
ownership interest for the year is the largest interest owned  at
any  time  during  the  year.  If two  Employees  have  the  same
ownership  interest in the Employer during the  five  Plan  Years
ending  on the Determination Date, the Employee having the larger
annual  compensation from the Employer for the Plan  Year  during
any  part  of  which  that ownership interest  existed  shall  be
treated as having a larger interest;

               A.6.3      If  the  Employer is a corporation,  an
Employee who owns (or is considered as owning within the  meaning
of Code section 318) more than 5% of the outstanding stock of the
Employer  or more than 5% of the total combined voting  power  of
all  stock of the Employer; if the Employer is not a corporation,
an  Employee  who  owns more than 5% of the  capital  or  profits
interest in the Employer; or

               A.6.4      A  person  who has annual  compensation
from  the  Employer  of  more  than $150,000  and  who  would  be
described in Section A.3.3 if "1%" were substituted for "5%" each
time it appears in Section A.6.3.

For purposes of this Section A.6, Code section 318(a)(2)(C) shall
be  applied  by  substituting "5%"' for "50%".  In addition,  for
purposes  of  determining ownership in the  Employer  under  this
Section A.3, Section A.4 shall not apply.

     A.7   "Non-Key  Employee" means any  Employee,  including  a
deceased  former Employee who is not a Key Employee with  respect
to the Plan for the Plan Year.

     A.8  "Permissive Aggregation Group" means:

          A.8.1  each plan of the Employer included in a Required
Aggregation Group; and

          A.8.2  each other plan of the Employer if the group  of
plans consisting of such plan and the plan or plans described  in
Section  A.8.1,  when  considered as a  single  plan,  meets  the
requirements of Code section 401(a)(4) and Code section 410.

     A.9  "Required Aggregation Group" means:

          A.9.1      each  plan of the Employer in  which  a  Key
Employee  participated during the five Plan Years ending  on  the
Determination Date; and

          A.9.2      each other plan of the Employer that enables
any  plan described in Section A.9.1 to meet the requirements  of
Code section 401(a)(4) or Code section 410.

     A.10  "Super Top Heavy Plan" means the Plan if it would be a
Top-Heavy Plan if "90%" were substituted for "60%" each  time  it
appears in Section A-11 and Section A-12.

     A-11  "Top-Heavy Group" means an Aggregation Group in which,
as of the Determination Date, the sum of:

          A.11.1   the aggregate of the Account Balances  of  Key
Employees  under all Defined Contribution Plans  included  in  an
Aggregation Group, and

          A.11.2    the  aggregate  of  the  present   value   of
cumulative  accrued benefits for Key Employees under all  Defined
Benefit  Plans included in an Aggregation Group, exceeds  60%  of
the sum of such aggregate determined for all Employees.

     A.12.      "Top-Heavy Plan" means the Plan,  if  as  of  the
     Determination Date:

          A.12.1   the  aggregate  of  the  Account  Balances  of
Participants  who are Key Employees exceeds 60% of the  aggregate
of the Account Balances of all Participants; or

          A.12.2   the  Plan  is  part of a Required  Aggregation
Group which is a Top-Heavy Group.

Notwithstanding Section A.12.1 and Section A.12.2, the Plan shall
not be considered a Top-Heavy Plan for any Plan Year in which the
Plan  is  a  part of a Required Aggregation Group or a Permissive
Aggregation Group which is not a Top-Heavy Group.

     A.13  "Top-Heavy  Valuation Date"  means  the  Determination
Date.


ARTICLE B.     PROVISIONS RELATING TO TOP-HEAVY PLAN.

          Notwithstanding anything in the Plan to  the  contrary,
if  the  Plan is a Top-Heavy Plan within the meaning  of  Section
A.12  and  Code section 416(g) for any Plan Year, then  the  Plan
shall  meet  the  requirements of Section B.1,  Section  B.2  and
Section B.3 for any such Plan Year.  If the Plan is a Super  Top-
Heavy  Plan  for any Plan Year, then in addition to  meeting  the
requirements of Sections B.1 through B.4, it shall also meet  the
requirements of Section B.4.

     B.1  Minimum Vesting Requirements.  The vested interest of a
Participant  who  is credited with an Hour of Service  after  the
Plan becomes a Top-Heavy Plan will be determined under a schedule
that is not less favorable to the Participant than the following:

          Years of Service        Vested
                                  Interest
          Less than two           0%
          Two  but less than      20%
          three
          Three   but   less      40%
          than four
          Four    but   less      60%
          than five
          Five    but   less      80%
          than six
          Six or more             100%

B.2  Minimum Contribution Requirement.

          B.2.1      The  Employer will meet the minimum  benefit
and contribution requirements of Code section 416(g) by providing
a  minimum  benefit  that complies with Code section  416(c)  (1)
under  the  Pension Plan for such Plan Year for each  Participant
who is a Non-Key Employee and participates in the Pension Plan.

          B.2.2       For  each  Participant  who  is  a  Non-Key
Employee, but who does not participate in the Pension Plan,  this
Plan  shall  provide a minimum contribution allocation  for  such
Plan  Year for each Participant who is a Non-Key Employee  in  an
amount  equal  to at least 3% of such Participant's  Compensation
for  such  Plan  Year.  Such 3% minimum contribution  requirement
shall  be increased to 4% for any Plan Year in which the Employer
also  maintains a Defined Benefit Plan if necessary to avoid  the
application  of  Code  section  416(h)(1),  relating  to  special
adjustments  to the Code section 415 limits for Top-Heavy  Plans,
if  the  adjusted  limitations of Code  section  416(h)(1)  would
otherwise  be exceeded if such minimum contribution were  not  so
increased.

          B.2.3      The  minimum contribution  requirements  set
forth above shall be reduced in the following circumstances:

               B.2.3.1     The  percentage  minimum  contribution
     required  hereunder shall in no event exceed the  percentage
     contribution  made  for  the  Key  Employee  for  whom  such
     percentage  is  the highest for the Plan Year  after  taking
     into account contributions or benefits under other qualified
     plans  in an Aggregation Group of which the Plan is a  part;
     and

               B.2.3.2   No minimum contribution will be required
     (or  the  minimum contribution will be reduced, as the  case
     may  be) for a Participant under this Plan for any Plan Year
     if the Employer maintains another qualified plan under which
     a  minimum benefit or contribution is being accrued or  made
     for  such  year  in whole or in part for the Participant  in
     accordance with Code section 416(c).

               B.2.3.3    The minimum contribution shall be  made
     for  each Non-Key Employee who is employed at the end of the
     Plan  Year  in question, regardless of whether such  Non-Key
     Employee  has been credited with 1,000 Hours of  Service  in
     such  Plan  Year  and regardless of such Non-Key  Employee's
     level  of  Compensation  and whether such  Non-Key  Employee
     elected to make contributions under Section 4.1 of the  Plan
     for such Plan Year.

     B.3  Change in Top-Heavy Status.  If the Plan becomes a Top-
Heavy  Plan and subsequently ceases to be a Top-Heavy  Plan,  the
vesting  schedule  in  Section B.1 shall  continue  to  apply  in
determining  the  vested  percentage  of  the  Account   of   any
Participant  who had at least three Years of Service  as  of  the
last  day of the last Plan Year in which the Plan was a Top-Heavy
Plan.   For  all  other  Participants, the  vesting  schedule  in
Section  B.1 shall apply only to their Accounts as of  such  last
day.

     B.4  Adjustment for Super Top-Heavy Plan.  If the Plan is  a
Super  Top-Heavy  Plan for any Plan Year, then  for  purposes  of
Section  7.3  the defined contribution fraction and  the  defined
benefit  fraction  shall be adjusted in the manner  described  in
Code section 416(h)(1).

                           APPENDIX B
                 LIST OF DESIGNATED SUBSIDIARIES





American Water Works Company, Inc.
  American Commonwealth Company
American Water Resources, Inc.*
American Water Services, Inc.*
American Water Works Service Company, Inc.
Arizona-American Water Company
California-American Water Company
Greenwich Water System, Inc.
  Connecticut-American Water Company
  Hampton Water Works Company
  Massachusetts-American Water Company
  New York-American Water Company, Inc.
  The Salisbury Water Supply Company
Hawaii American Water Company
Illinois-American Water Company
Indiana-American Water Company, Inc.
Iowa-American Water Company
Kentucky-American Water Company
Maryland-American Water Company
Michigan American Water Company
Missouri-American Water Company
     Jefferson City Water Works Company, Inc.
New Jersey-American Water Company, Inc.
New Mexico-American Water Company, Inc.
Ohio-American Water Company
Pennsylvania-American Water Company
Tennessee-American Water Company
Virginia-American Water Company
     United Water Virginia, Inc.
West Virginia-American Water Company
  Bluefield Valley Water Works Company




_______________________________
* Participating only with respect to certain grandfathered
     employees.