FOURTH AMENDMENT TO CONSULTING AGREEMENT This is the Fourth Amendment to the Consulting Agreement dated May 7, 1998 by and between Anthony P. Terracciano, an individual whose mailing address is 1123 3rd Avenue, Spring Lake, New Jersey 07762...

             FOURTH AMENDMENT TO CONSULTING AGREEMENT


         This is the Fourth Amendment to the Consulting Agreement dated
May 7, 1998 by and between Xxxxxxx X. Xxxxxxxxxxx, an individual whose mailing
address is 0000 0xx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx  00000 ("Consultant") and
American Water Works Company, Inc. (the "Company"), a Delaware corporation.

                            BACKGROUND

         Consultant and the Company entered into a consulting agreement dated
May 7, 1998.  Consultant has provided the consulting and advisory services
requested to date by the Company.  Consultant and the Company have agreed
to extend the term of the consulting agreement.

         NOW, THEREFORE, intending to be legally bound hereby, the parties
agree to amend Section 2 of the Agreement in its entirety as follows:

         2.  Term.  The term of this Agreement shall commence on May 7, 1998
and shall continue for a period of 36 months.  The term of this Agreement
may be extended thereafter by mutual agreement of Consultant and the Board.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment.

                                  AMERICAN WATER WORKS COMPANY, INC.


             By:                Xxxxxxx Xxxx
                                Chairman of the Board of Directors

                                CONSULTANT:
                                Xxxxxxx X. Xxxxxxxxxxx
May 4, 2000