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                                 EXHIBIT 10.1B

                                  EXHIBIT "C"


                                  RESOLUTIONS
                            ADOPTED AT A MEETING OF
                           THE BOARD OF DIRECTORS OF
                            SOUTHWEST WATER COMPANY
                            HELD ON AUGUST 5, 1999


Cessation of Benefit Accruals and Termination of the Retirement Plan
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          WHEREAS, The Utility Employees' Retirement Plan (the "Plan") and the
trust agreement pursuant thereto (the "Trust Agreement") were established
effective as of December 31, 1957 for the benefit of the employees of this
corporation and certain affiliated companies;

          WHEREAS, the Plan and the trust established pursuant thereto are
intended to constitute a qualified defined benefit pension plan and a tax-exempt
trust under the provisions of Sections 401 and 501 of the Internal Revenue Code
of 1986, as amended (the "Code");

          WHEREAS, under the terms of the Plan, this corporation retains the
right to amend or terminate the Plan;

          WHEREAS, this corporation now finds it desirable and in the best
interests of Southwest Water Company to cease all benefit accruals under the
Plan and to terminate the Plan, effective as of December 30, 1999;

          WHEREAS, pursuant to the requirements of Section 204(h) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), notice of
the cessation of benefit accruals under the Plan must be provided to each Plan
participant, each Plan beneficiary who is an alternate payee under a qualified
domestic relations order and each employee organization representing any Plan
participant, following the adoption of the amendment to the Plan ceasing benefit
accruals and not less than 15 days before the effective date of such amendment
to the Plan; and

          WHEREAS, pursuant to the requirement of Section 4041(a)(2) of ERISA,
notice of intent to terminate the Plan must be provided to each Plan
participant, each Plan beneficiary of a deceased Plan participant, each Plan
beneficiary who is an alternate payee under a qualified domestic relations
order, and each employee organization representing any Plan participant, not
less than 60 days before the proposed effective date of the Plan termination.
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          NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended to
cease all future benefit accruals under the Plan, effective as of December 30,
1999, subject to any amendment to the Plan that is adopted and effective on or
prior to December 30, 1999.

          RESOLVED FURTHER, that the Plan is hereby terminated effective as of
December 30, 1999.

          RESOLVED FURTHER, that the officers of this corporation be, and each
hereby is, authorized and directed to prepare and distribute a notice of the
cessation of benefit accruals, in accordance with the provisions of Section
204(h) of ERISA, to each Plan participant, each Plan beneficiary who is an
alternate payee under a qualified domestic relations order and each employee
organization representing any Plan participant, not less than 15 days before
December 30, 1999.

          RESOLVED FURTHER, that the officers of this corporation be, and each
hereby is, authorized and directed to prepare and distribute a notice of intent
to terminate the Plan, in accordance with the provisions of ERISA Section
4041(a)(2), to each Plan participant, each Plan beneficiary of a deceased Plan
participant, each Plan beneficiary who is an alternate payee under a qualified
domestic relations order, and each employee organization representing any Plan
participant, not less than 60 days before December 30, 1999.

          RESOLVED FURTHER, that said officers be, and each hereby is,
authorized and directed to provide the trustees of the trust established
pursuant to the Plan with a certified copy of these resolutions.

Further Actions
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          RESOLVED FURTHER, that said officers be, and each hereby is,
authorized and directed to prepare and execute any further documents and to take
any further actions as may be necessary to accomplish the purposes of the
foregoing resolutions.