Exhibit 10(P)
AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT
Dated April 21, 1994
by and between
ANDREW M. CHAPMAN
and
E'TOWN CORPORATION
This Amendment ("Amendment") to the Change In Control Agreement, dated
as of April 21, 1994 between ANDREW M. CHAPMAN (the "Executive") and E'TOWN
CORPORATION (the "Company"), is made effective as of this 18th day of March,
1999 by and between the Executive and the Company.
WITNESSETH:
WHEREAS, the board of directors (the "Board") of the Company has entered
into a Change in Control Agreement with the Executive, dated as of April 21,
1994 (the "Chapman Agreement"), which sets forth the terms and conditions
under which benefits and payments shall be made by the Company to the
Executive should the Company receive a proposal from or engage in discussions
with a third person concerning a possible business combination with the
Company or the acquisition of a substantial portion of voting securities of
the Company; and
WHEREAS, the Board, considering that it is imperative that it and the
Company be able to rely on certain of the other key executives of the Company
to continue to serve in their respective positions without concern that they
might be distracted by the personal uncertainties and risks that a proposal
or discussions concerning any such business combination or acquisition of
voting securities of the Company might otherwise create, has entered into
change in control agreements (collectively, the "Change in Control
Agreements") with such other key executives which set forth the terms and
conditions of benefits and payments to be made by the Company to such other
key executives upon any termination of their services in the event of a
change in control of the Company as defined in the Change in Control
Agreements; and
WHEREAS, the Board considers it in the best interests of the Company and
its shareholders that the Company amend, modify and supplement the Chapman
Agreement in order to conform certain of the terms and conditions of the
Chapman Agreement with certain of the terms and conditions of the Change in
Control Agreements, and to set forth such other terms and conditions of
benefits and payments to be made by the Company to the Executive as reward
for the valuable, dedicated service provided by the Executive to the Company
upon any termination of the Executive's services in the event of a change in
control of the Company as defined herein; and
WHEREAS, the Board has approved the execution and delivery of this
Amendment by the Company by resolution duly adopted by the Board at a meeting
of the Board held on March 18, 1999;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties
hereto, intending to be legally bound hereby, agree to amend the Chapman
Agreement as follows:
1. Paragraph 3 is amended by replacing Paragraph 3 in its entirety
with the following:
"3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If any of the events described in paragraph 1 hereof
constituting a Change in Control of the Company shall have
occurred, the Executive shall be entitled to the payments and
benefits provided in paragraph 4 hereof upon the subsequent
termination of the Executive's employment within the
applicable period set forth in paragraph 4 hereof following
such Change in Control of the Company unless such termination
is (i) due to the Executive's death; or (ii) by the Company
for Cause (as hereinafter defined); or (iii) by the Executive
other than for Good Reason (as hereinafter defined).
(b) If, following a Change in Control of the Company, the
Executive's employment is terminated by reason of the
Executive's death, the Executive shall be entitled to death
benefits from the Company no less favorable than the maximum
benefits to which the Executive would have been entitled had
the death occurred at any time during the six month period
prior to the Change in Control of the Company.
(c) If, following a Change in Control of the Company, the
Executive's employment is terminated by reason of the
Executive's Disability (as hereinafter defined), the Executive
shall be entitled to receive in one lump sum payment made
within thirty (30) days after the Date of Termination (as
hereinafter defined) an aggregate amount equal to the
difference between (i) the Maximum Disability Benefit (as
hereinafter defined), and (ii) the Total Payments (as
hereinafter defined). For purposes of this Agreement, the
term "Maximum Disability Benefit" shall be the greater of (A)
the long-term disability benefits due from the Company as of
the Date of Termination, or (B) the maximum long-term
disability benefits to which the Executive would have been
entitled had the Disability occurred at any time during the
six month period prior to the Change in Control of the
Company. If prior to any such termination for Disability, the
Executive fails to perform the Executive's duties as a result
of incapacity due to physical or mental illness, the Executive
shall continue to receive the Executive's Salary (as
hereinafter defined), less any benefits as may be available to
the Executive under the Company's disability plans, until the
Executive's employment is terminated for Disability.
(d) If the Executive's employment shall be terminated by the
Company for Cause or by the Executive other than for Good
Reason, the Company shall pay to the Executive the Executive's
full Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, and the
Company shall have no further obligations to the Executive
under this Agreement.
(e) For purposes of this Agreement:
(i) "Disability" shall mean the Executive's incapacity
due to physical or mental illness such that the Executive
shall have become qualified to receive benefits under the
Company's long-term disability plans or any equivalent
coverage required to be provided to the Executive pursuant to
any other plan or agreement, whichever is applicable.
(ii) "Cause" shall mean:
(A) the conviction of the Executive for a felony,
or the willful commission by the Executive of a criminal
or other act that in the judgment of the Board causes or
will probably cause substantial economic damage to the
Company or substantial injury to the business reputation
of the Company;
(B) the commission by the Executive of an act of
fraud in the performance of such Executive's duties on
behalf of the Company that causes or will probably cause
economic damage to the Company; or
(C) the continuing willful failure of the Executive
to perform the Executive's duties, as such duties were
performed by the Executive prior to the day of the Change
in Control of the Company (other than any such failure
resulting from the Executive's incapacity due to physical
or mental illness) after written notice thereof
(specifying the particulars thereof in reasonable detail)
and a reasonable opportunity to be heard and cure such
failure are given to the Executive by the Compensation
Committee of the Board.
For purposes of this paragraph 3(e)(ii), no act, or
failure to act, on the Executive's part shall be considered
"willful" unless done, or omitted to be done, by the Executive
not in good faith and without reasonable belief that the
Executive's action or omission was in the best interests of
the Company.
(iii)"Good Reason" shall mean:
(A) The election by the Executive, exercised in his
sole discretion with or without cause by giving a Notice
of Termination to the Company within twelve (12) months
after the date on which a Change in Control of the
Company has occurred, to terminate the Executive's
services with the Company, unless the Executive shall
have received a Notice of Termination from the Company on
or prior to the date on which the Executive gives a
Notice of Termination to the Company which Notice of
Termination by the Company specifies that the Company has
terminated the Executive's employment with the Company
for Cause or by reason of the Executive's Disability;
(B) The assignment by the Company to the Executive
of duties without the Executive's express written
consent, which (i) are materially different or require
travel significantly more time consuming or extensive
than the Executive's duties or business travel
obligations immediately prior to the Change in Control of
the Company, or (ii) result in either a significant
reduction in the Executive's authority and responsibility
as a senior corporate executive of the Company when
compared to the highest level of authority and
responsibility assigned to the Executive at any time
during the six (6) month period prior to the Change in
Control of the Company, or (iii) the removal of the
Executive from, or any failure to reappoint or reelect
the Executive to, the highest title held since the date
six (6) months before the Change in Control of the
Company, except in connection with a termination of the
Executive's employment by the Company for Cause, or by
reason of the Executive's death or Disability;
(C) A change in the reporting obligations of the
Executive without the Executive's express written consent
unless, pursuant to such change, the Executive thereafter
shall report directly to the Board, or any of the
following officers ("Senior Officers") of the Company:
one or more Chairmen (or Vice Chairmen) of the Board, the
Chief Executive Officer, the President, or the Chief
Operating Officer (or other senior executive officer with
a title and responsibilities which are comparable to
those of a chief operating officer); provided, however,
that if the Company has a parent corporation (the
"Parent"), "Good Reason" under this paragraph
3(e)(iii)(C) shall mean a change in the reporting
obligations of the Executive without the Executive's
express written consent unless, pursuant to such change,
the Executive thereafter shall report directly to the
Board of Directors of such Parent or any Senior Officer
of such Parent;
(D) A reduction by the Company of the Executive's
Salary, or the failure to grant increases in the
Executive's Salary on a basis at least substantially
comparable to those granted generally to other executives
of the Company of comparable title, salary and
performance ratings, made in good faith;
(E) The relocation of the Company's principal
executive offices to a location outside the State of New
Jersey, or a requirement by the Company that the
Executive relocate (except for required travel on the
Company's business to an extent substantially consistent
with the Executive's business travel obligations
immediately prior to the Change in Control) (i) to a
location which is outside a radius of fifty (50) miles
from the Executive's place of employment with the Company
immediately prior to the Change in Control, or (ii) to a
location outside the State of New Jersey; or, in the
event the Executive expressly consents in writing to any
such relocation of the Executive outside such fifty mile
radius or the State of New Jersey, the failure by the
Company to pay (or reimburse the Executive for) all
reasonable moving expenses incurred by the Executive
relating to a change of principal residence in connection
with such relocation and to indemnify the Executive
against any loss realized in the sale of the Executive's
principal residence in connection with any such change of
residence, all to the effect that the Executive shall
incur no loss upon such sale on an after tax basis;
(F) The failure by the Company to continue to
provide the Executive with substantially the same welfare
benefits (which for purposes of this Agreement shall mean
benefits under all welfare plans as that term is defined
in Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended), and perquisites,
including participation on a comparable basis in the
Company's stock option plan, incentive bonus plan and any
other plan in which executives of the Company of
comparable title and salary or subject to similar
performance criteria participate and as were provided to
the Executive immediately prior to such Change in Control
of the Company, or with a new package of welfare benefits
and perquisites that is substantially comparable in all
material respects to the welfare benefits and perquisites
as were provided to the Executive immediately prior to
such Change in Control; or
(G) The failure of the Company to obtain the
express written assumption of and agreement to perform
this Agreement by any successor as contemplated in
paragraph 5(c) hereof.
(iv) "Dispute" shall mean (i) in the case of termination
of employment of the Executive with the Company by the Company
for Disability or Cause, that the Executive challenges the
existence of Disability or Cause and (ii) in the case of the
Executive's termination of employment with the Company by the
Executive for Good Reason, that the Company challenges the
existence of Good Reason.
(v) "Salary" shall mean the Executive's then current
annual rate of salary plus any of the following amounts which
are not included in the Executive's annual salary as reported
on the Executive's United States Internal Revenue Service Form
W-2 ("Form W-2"): (i) any restricted stock of the Company
awarded to the Executive, or which the Executive is entitled
to receive under any plan, arrangement or contract of the
Company or pursuant to any resolution of the Board, in lieu of
base compensation, (ii) any 401(K) compensation, and (iii) any
compensation deferred in accordance with Section 125 of the
United States Internal Revenue Code of 1986, as amended and
the regulations thereunder (the "Code").
(vi) "Incentive Compensation" in any year shall mean the
amount accrued, if any, under any plan or arrangement of the
Company in which executives of the Company of comparable title
and salary or being subject to comparable performance criteria
participate, or any under contract between the Company and the
Executive, in each case which provides for any cash bonus,
restricted stock, stock option, stock award or similar
incentive compensation in addition to base salary and which is
not reported on Form W-2.
(f) Any purported termination of the Executive's employment
by the Company by reason of the Executive's Disability or for
Cause, or by the Executive for Good Reason shall be
communicated by written Notice of Termination (as hereinafter
defined) to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice given
by the Executive or the Company, as the case may be, which
shall indicate the specific basis for termination and shall
set forth in reasonable detail the facts and circumstances
claimed to provide a basis for determination of any payments
due under this Agreement. Except as provided in paragraph
3(e)(iii)(A) above, the Executive shall not be entitled to
give a Notice of Termination that the Executive is terminating
the Executive's employment with the Company for Good Reason
more than six (6) months following the occurrence of the event
alleged to constitute Good Reason. The Executive's actual
employment by the Company shall cease on the Date of
Termination, even though such Date of Termination for all
other purposes of this Agreement may be extended in the manner
contemplated in the second sentence of paragraph 3(g) below.
(g) For purposes of this Agreement, the "Date of Termination"
shall mean (i) the date specified in the Notice of
Termination, which shall be not more than ninety (90) days
after such Notice of Termination is given, as such date may be
modified pursuant to the next sentence, or (ii) in the event
that no Notice of Termination is given, on the date that the
Executive's employment with the Company actually terminated.
If within thirty (30) days after any Notice of Termination is
given, the party who receives such Notice of Termination
notifies the other party that a Dispute exists, the Date of
Termination shall be the date on which the Dispute is finally
determined, either by mutual written agreement of the parties
or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having
expired and no appeal having been perfected); provided, that
the Date of Termination shall be extended by a notice of
Dispute only if such notice is given in good faith and the
party giving such notice pursues the resolution of such
Dispute with reasonable diligence and provided further that,
pending the resolution of any such Dispute, the Company shall
continue to pay the Executive the same Salary and Incentive
Compensation, and provide the Executive with the same or
substantially comparable welfare benefits and perquisites that
the Executive was paid and provided immediately prior to the
Change in Control of the Company. Should a Dispute ultimately
be determined in favor of the Company, then all sums paid by
the Company to the Executive from the Date of Termination
specified in the Notice of Termination until final resolution
of the Dispute pursuant to this paragraph 3(g) shall be repaid
promptly by the Executive to the Company, with interest at the
average prime rate generally prevailing from time to time
among major New York City banks and all options, rights and
stock awards granted to the Executive during such period shall
be canceled or returned to the Company. The Executive shall
not be obligated to pay to the Company the cost of providing
the Executive with welfare benefits and perquisites for such
period unless the final judgment, order or decree of a court
or other body resolving the Dispute determines that the
Executive acted in bad faith in giving a notice of Dispute.
Should a Dispute ultimately be determined in favor of the
Executive, then the Executive shall be entitled to retain all
sums paid to the Executive under this paragraph 3(g) pending
resolution of the Dispute and shall be entitled to receive, in
addition, the payments and other benefits provided for in
paragraph 4 hereof to the extent not previously paid
hereunder. In addition, should a Dispute, or any other
challenge, claim, action, proceeding or dispute brought by the
Executive against the Company with respect to this Agreement,
ultimately be determined in favor of the Executive, then the
Company shall reimburse the Executive for all costs and
expenses (including, without limitation, reasonable attorneys'
fees) incurred by the Executive in connection therewith."
2. Paragraph 4 is amended by replacing Paragraph 4 in its entirety
with the following:
"4. PAYMENTS UPON TERMINATION.
If within three (3) years after a Change in Control of
the Company, the Company shall terminate the Executive's
employment other than by reason of the Executive's death or
for Cause, or if the Executive shall terminate the Executive's
employment for Good Reason (other than Good Reason as set
forth in paragraph 3(e)(iii)(A) above) or, if within twelve
(12) months after a Change in Control of the Company, the
Executive shall terminate the Executive's employment for Good
Reason as set forth in paragraph 3(e)(iii)(A) above, then
(a) The Company will continue to pay to the Executive, for a
period of thirty (30) months following the Date of
Termination, as compensation for services rendered by the
Executive on or before the Executive's Date of Termination,
the Executive's Salary and Incentive Compensation (subject to
any applicable payroll taxes or other taxes required to be
withheld computed at the rate for supplemental payments) at
the highest rate in effect during the twenty-four (24) month
period ending on the date on which a Change in Control of the
Company occurred; and
(b) For a period of thirty (30) months following the Date of
Termination, the Company shall provide, at the Company's
expense, the Executive and the Executive's spouse and children
with full benefits under any employee benefit plan or
arrangement in which the Executive participated immediately
prior to the date of a Change in Control, including, without
limitation, any hospital, medical and dental insurance with
substantially the same coverage and benefits as were provided
to the Executive immediately prior to the date on which a
Change in Control of the Company occurred; and
(c) The Company will pay on the Date of Termination of the
Executive as compensation for services rendered on or before
the Executive's Date of Termination, in addition to the
amounts set forth in paragraph 4(a) above, an amount equal to
the sum of (i) all Incentive Compensation and other incentive
awards due to the Executive immediately prior to the date on
which a Change in Control of the Company occurred which are
not yet paid and (ii) all Incentive Compensation and other
incentive awards due to the Executive for the period between
the date on which a Change in Control of the Company occurred
and the Date of Termination which are not yet paid; and
(d) For a period of thirty (30) months following the Date of
Termination, the Company shall provide to the Executive, at
the Company's expense, the automobile (or a comparable
automobile) or automobile allowance, as the case may be,
provided by the Company to the Executive immediately prior to
the date on which a Change in Control of the Company occurred
and the Company shall reimburse the Executive any and all
expenses incurred by the Executive in connection with the use
of such automobile during such thirty month period to the
extent that the Company reimburses generally other executives
of comparable title and salary or subject to comparable
performance criteria; and
(e) Any restricted stock of the Company in the Executive's
account as an officer of the Company and any stock options
granted to the Executive on or prior to the Date of
Termination which are not vested in the Executive as of the
Date of Termination shall become immediately vested, and all
such restrictions thereon (including, but not limited to, any
restrictions on the transferability of such stock), and any
restrictions on any other restricted stock or stock options
awarded to the Executive through any plan, arrangement or
contract of the Company on or before the Date of Termination,
shall be null and void and of no further force and effect and
the Company agrees to accelerate and make immediately
exercisable in full all unmatured installments of all
outstanding stock options to acquire stock of the Company
which the Executive holds as of the Date of Termination; and
(f) The Executive's retirement benefits in effect immediately
prior to the date on which a Change in Control of the Company
occurred under the Company's Supplemental Executive Retirement
Plan, or any successor plan in effect on the date on which a
Change in Control of the Company occurred (the SERP), shall
become fully vested and nonforfeitable on the Date of
Termination and (i) if the Executive has not attained the age
of 65 as of the Date of Termination, the Executive shall be
deemed to have attained the age of 65 as of the Date of
Termination for purposes of the normal retirement provisions
of the SERP, and (ii) the Executive shall be deemed to have
accumulated fifteen (15) years of continuous service on the
Date of Termination for purposes of the benefit accrual
provisions of the SERP, in addition to the number of years of
service already accumulated by the Executive as of the Date of
Termination. In satisfaction of the Company's obligations
under this paragraph 4(f), at the option of the Executive, the
Company either shall (A) pay within thirty (30) days after the
Date of Termination, an amount equal to the present value of
the Executive's accrued SERP benefit under this paragraph
4(f), if any, utilizing the discount rate for calculating such
present value in accordance with this paragraph 4(f), or (ii)
purchase an annuity or similar instrument owned by the
Executive and payable to the Executive (or the Executive's
beneficiaries, as the case may be) which provides for payment
of the accrued SERP benefit under this paragraph 4(f)
consistent with the benefit payment provisions of the SERP.
Such annuity or other instrument, if so elected by the
Executive, shall be purchased and delivered to the Executive
by the Company within thirty (30) days after the Date of
Termination. For purposes of this Agreement, the discount
rate for calculating the present value of the Executive's
accrued SERP benefit under this paragraph 4(f) shall be equal
to the "discount rate" as defined in the Statement of
Financial Accounting Standards No. 87 published by the
Financial Accounting Standards Board, utilized for purposes of
the most recent audit disclosure relating to the Company's
tax-qualified defined benefit pension plan preceding the
Change in Control by the "enrolled actuary" (as defined in
Section 7701(a)(35) of the Code), who signed the Schedule B to
the most recent Internal Revenue Service Form 5500 relating to
the Company's tax-qualified defined benefit pension plan,
filed prior to the Change in Control; and
(g) In event that any payment or benefit received or to be
received by the Executive in connection with a Change in
Control of the Company or the termination of the Executive's
employment, whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company
(collectively, with the payments and benefits hereunder,
"Total Payments") are subject to tax imposed by Section 4999
of the Code (the "Excise Tax"), the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such
that the net amount retained by the Executive after deduction
of any Excise Tax on the Total Payments and all federal, state
and local income taxes and Excise Tax upon such Gross-Up
Payment, shall be equal to the Total Payments. For purposes
of this paragraph 4(g) in determining the amount of Excise Tax
(A) no portion of the Total Payments, the receipt or enjoyment
of which the Executive shall have effectively waived in
writing prior to the date of payment, shall be taken into
account, (B) no portion of the Total Payments shall be taken
into account which, in the opinion of tax counsel selected by
the Executive and acceptable to the Company's independent
auditors, is not likely to constitute a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code, and (C)
the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments shall be determined by
the Company's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment,
the Executive shall be deemed to pay federal, state and local
income taxes at the highest marginal rate of income taxation
applicable to any individual residing in the jurisdiction in
which the Executive resides in the calendar year in which the
Gross-Up Payment is to be made. The Company and the Executive
each shall reasonably cooperate with the other in connection
with any administrative or judicial proceedings concerning the
existence or amount of liability for any Excise Tax with
respect to the Total Payments. As promptly as practicable
following the determination of the Excise Tax imposed upon the
Total Payments, if any, the Company shall pay the Gross-Up
Payment as is then due to the Executive under this Agreement
and shall promptly pay or distribute to or for the benefit of
the Executive in the future such payments and benefits as they
become due to the Executive under this Agreement. In the
event that the Excise Tax is subsequently determined to be
less than the amount taken into account hereunder at the time
of termination of the Executive's employment, the Executive
shall repay to the Company, at the time that the amount of
such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction
(plus that portion of the Gross-Up Payment attributable to the
Excise Tax and federal, state and local income tax imposed on
the Gross-Up Payment being repaid by the Executive to the
extent that such repayment results in a reduction in Excise
Tax and/or federal, state or local income tax deduction) plus
interest on the amount of such repayment at the rate provided
in Section 1274(b)(2)(B) of the Code. In the event that the
Excise Tax is determined to exceed the amount taken into
account hereunder at the time of the termination of the
Executive's employment (including by reason of any payment the
existence or amount of which cannot be determined at the time
of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment in respect of such excess (plus any interest,
penalties, or additions payable by the Executive with respect
to such excess) at the time that the amount of such excess is
finally determined. The Company shall pay or distribute to or
for the benefit of the Executive such payments and benefits as
are then due to the Executive under this Agreement even if the
Company is unable to deduct any portion of such payment and
benefits as a result of Section 280G of the Code and the
Executive shall have no liability or responsibility to
reimburse the Company for any losses incurred by the Company
as a result of the Company's inability to deduct such payment,
in whole or in part, as the result of Section 280G of the
Code."
3. Paragraph 5(b) is amended by adding after the word "compensation"
in the second line thereof the following words: "and provide the benefits to
the Executive."
4. Paragraph 5(d) is amended by replacing the word "devises" in the
third line with the word "devisee."
5. Paragraph 5(f) is amended by replacing Paragraph 5(f) in its
entirety with the following:
"(f) The Executive shall not be required to mitigate damages
or the amount of any payment or other benefit provided for in
this Agreement by seeking other employment or otherwise, nor
shall the amount of any payment or other benefit provided for
in this Agreement then or thereafter
due to the Executive be reduced or modified by any
compensation or other payment or benefit earned or received by
the Executive as the result of or in connection with any
employment of the Executive by another employer after the Date
of Termination, or otherwise."
6. A new Paragraph 9 shall be added at the end of the Chapman
Agreement as follows:
"9. AMENDMENT TO SERP.
By execution and delivery of this Agreement, the
Executive hereby acknowledges that, on or before the date of
this Agreement, the Executive has received and has had an
opportunity to read, and that the Executive understands, the
Amendment to the SERP (the "Amendment") and that the
amendments, modifications and supplements in and to the SERP
set forth in the Amendment are in the best interests of the
Executive and are necessary and appropriate to conform the
terms and conditions of the SERP to the terms and conditions
of this Agreement and the Executive hereby agrees to the
amendments, modifications and supplements in and to the
provisions of the SERP in accordance with the terms and
conditions set forth in the Amendment to be effective as of
August 20, 1998 and that a copy of the Amendment shall be
attached as an exhibit to and incorporated by reference into
the SERP effective as of August 20, 1998."
7. If any of the terms and conditions of the Chapman Agreement are
inconsistent with the terms and conditions of this Amendment, the terms and
conditions of this Amendment shall supercede such inconsistent terms and
conditions of the Chapman Agreement. Except to the extent changed or
modified herein, all terms and conditions of the Chapman Agreement shall
remain unchanged and be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of this 18th day of March, 1999.
EXECUTIVE:
ANDREW M. CHAPMAN
E'TOWN CORPORATION
By:
Anne Evans Estabrook, Chairman of the Board