**Exhibit10.1**

** **

**FIRSTAMENDMENT**

**TO THE**

**SOUTHERNCALIFORNIA WATER COMPANY**

**PENSIONRESTORATION PLAN**

 

Effective as of the dateset forth below, the Southern California Water Company Pension Restoration Plan(the “Plan”) is amended to provide that:

 

**FIRST**:                                                         With respect to Participants who retireon or after November 1, 2005, Section 4.1 is amended in its entirety toprovide as follows:

 

“4.1 – RetirementBenefit.

 

                Subject to Section 4.3, a Participant’s retirementbenefit under this Plan shall equal the excess of A over B where:

 

                                                A equals the Participant’s vestedretirement benefit under the Pension Plan, commencing on the date benefitscommence under the Pension Plan, and payable in the form of benefit elected bythe Participant (and spouse, if applicable) under the Pension Plan, calculatedby ignoring Section 401(a)(17) and 415 of the Code (and the Pension Planprovisions implementing those Code Sections) and including in the definition of“Compensation” payments made to a Participant pursuant to any “cash pay” annualperformance incentive plan of the Company (other than any extraordinary bonus,including any holiday, year end, anniversary or signing bonus) and dividendequivalents paid in cash to the Participant in connection with awards grantedprior to 2006 under an equity incentive plan of the Company**,**and

 

                                                B equals the vested retirement benefitactually payable under the Pension Plan, commencing on the date benefitscommence under the Pension Plan, and payable in the form of benefit elected bythe Participant (and spouse, if applicable) under the Pension Plan.”

 

**SECOND**:                                         With respect to Participants who die onor after November 1, 2005, Section 4.6 is amended in its entirety toprovide as follows:

 

“4.6 – SpousePre-Retirement Death Benefit.

 

                If a Participant’s spouse is entitled to apre-retirement death benefit under Section 4.12 of the Pension Plan, themonthly benefit, if any, payable upon the death of a Participant to theParticipant’s spouse, commencing upon the date that monthly benefits to suchspouse commence under Section 4.12 of the Pension Plan and payable for theperiod of such benefit is payable under the Pension Plan, shall be equal to theexcess, if any, of:

 

 

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                (a)           Themonthly death benefit determined in accordance with Section 4.12 of the PensionPlan, calculated by ignoring Section 401(a)(17) and 415 of the Code (and thePension Plan provisions implementing those Code sections) and including in thedefinition of “Compensation” payments made to a Participant pursuant to any “cashpay” annual performance incentive plan of the Company (other than anyextraordinary bonus, including any holiday, year end, anniversary or signingbonus) and dividend equivalents paid in cash to the Participant in connectionwith awards granted under an equity incentive plan of the Company,

 

                                                                                over

 

                (b)           Theamount of monthly spouse death benefit payable to the Participant’s spousepursuant to Section 4.12 of the Pension Plan.”

 
|                    |   |   |   | Golden State Water Company            |
|-------------------------|--------|--------|--------|---------------------------------------|
|                    |   |   |   |                                  |
|                    |   |   |   |                                  |
|                    |   |   |   |                                  |
| Dated: November 7, 2005 |   |   |   | /s/ FLOYD E. WICKS                    |
|                    |   |   |   | President and Chief Executive Officer |

 

 

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SOUTHERNCALIFORNIA WATER COMPANY

PENSIONRESTORATION PLAN

 

 

 

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TABLE OF CONTENTS

 

 

 
| ARTICLE I                                      |   |
|------------------------------------------------|--------|
| 1.1 - Title                                    |   |
| 1.2 - Purpose                                  |   |
| 1.3 - Definitions                              |   |
| ARTICLE II                                     |   |
| 2.1 -  Eligibility Requirements                |   |
| ARTICLE III                                    |   |
| 3.1 - Payment                                  |   |
| ARTICLE IV                                     |   |
| 4.1 - Retirement  Benefit                      |   |
| 4.2 - Benefit  Limitation                      |   |
| 4.3 -  Payment of Retirement Benefits          |   |
| 4.4 - Small Benefit                            |   |
| 4.5 -  Forfeiture of Benefits                  |   |
| 4.6 -  Spouse Pre-Retirement Death Benefit     |   |
| ARTICLE V                                      |   |
| 5.1 - Committee                                |   |
| 5.2 - Agents                                   |   |
| 5.3 - Binding Effect of Decisions              |   |
| 5.4 - Indemnity                                |   |
| 5.5  - Claim Procedure                         |   |
| ARTICLE VI                                     |   |
| 6.1 -  Amendments and Termination              |   |
| 6.2 -  Protection of Accrued Benefits          |   |
| ARTICLE VII                                    |   |
| 7.1 - Unfunded Plan                            |   |
| 7.2 -  Unsecured General Creditor              |   |
| 7.3 - Trust Fund                               |   |
| 7.4 -  Nonassignability                        |   |
| 7.5 -  Limitation on Participants’ Rights |   |
| 7.6 - Participants  Bound                      |   |
| 7.7 - Receipt and  Release                     |   |
| 7.8 - Federal Law  Governs                     |   |
| 7.9 -  Headings and Subheadings                |   |
| 7.10-Successors  and Assigns                   |   |

 

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SOUTHERNCALIFORNIA WATER COMPANY

PENSIONRESTORATION PLAN

 

THIS PLAN isadopted, effective the 1st day of January, 1997, by SOUTHERN CALIFORNIA WATERCOMPANY, a California corporation (“Company”), and evidences the terms of aPension Restoration Plan for certain executives.

 

WITNESSETH

 

ARTICLE I

TITLE, PURPOSE ANDDEFINITIONS

1.1 - Title.

 

This plan shall be knownas the “Southern California Water Company Pension Restoration Plan.”

1.2 - Purpose.

 

The purpose ofthis Plan is to supplement retirement benefits payable to certain participantsin the Southern California Water Company Pension Plan, as amended and in effectfrom time to time (“Pension Plan”) by making up benefits which are reduced byvirtue of Sections 401(a)(17) or 415 of the Internal Revenue Code of 1986. Nopayment shall be made under this Plan which duplicates a benefit payable underany other deferred compensation plan or employment agreement of the Company.

 

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1.3 - Definitions.

 

Unless definedherein, any word, phrase or term used in this Plan with initial capitals shallhave the meaning given therefor in the Pension Plan.

 

“Company” meansSouthern California Water Company or any successor corporation by merger,consolidation, or otherwise.

 

“Employer” meansthe Company and any subsidiary or any other member of its consolidated group(for federal tax purposes) designated by the Board of Directors to participatein the Plan.

 

“Eligible Employee”means each individual who meets each of the following requirements: (1) heor she is an officer of the Employer; (2) he or she is a participant inthe Pension Plan; (3) his or her Pension Plan benefits are reduced by theapplication of Sections 401(a)(17) or 415 of the Code; and (4) he or sheis designated as an Eligible Employee by the Board of Directors.

 

“Participant”means any Eligible Employee who is eligible for participation in this Plan asspecified in Section 2.1.

 

“Plan” means theSouthern California Water Company Pension Restoration Plan as set forth in thisAgreement and all subsequent amendments hereto.

 

“Plan Year” means thecalendar year.

 

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ARTICLE II

PARTICIPATION

2.1 - EligibilityRequirements.

 

An Employee who isan Eligible Employee shall become a Participant on the later of the date he orshe becomes vested under the Pension Plan or becomes an Eligible Employee.

 

ARTICLE III

PAYMENT OFBENEFITS

 

3.1 - Payment.

 

There shall be nofunding of any benefit which may become payable hereunder. The Company may, butis not obligated to, invest in any assets or in life insurance policies whichit deems desirable to provide assets for payments under this Plan but all suchassets or life insurance policies shall remain the general assets of theCompany. In connection with any such investments and as a condition of furtherparticipation in this Plan, Participants shall execute any documentationreasonably requested by the Company.

 

ARTICLE IV

RETIREMENT BENEFITS

                4.1 - Retirement Benefit.

 

Subjectto Section 4.3, a Participant’s retirement benefit under this Plan shall equal theexcess of A over B where:

 

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A equals the Participant’svested retirement benefit under the Pension Plan, commencing on the datebenefits commence under the Pension Plan, and payable in form of benefit electedby the Participant (and spouse, if applicable) under the Pension Plan,calculated by ignoring Sections 401(a)(17) and 415 of the Code (and the PensionPlan provisions implementing those Code sections), and

 

B equals the vestedretirement benefit actually payable under the Pension Plan, commencing on thedate benefits commence under the Pension Plan, and payable in form of benefitelected by the Participant (and spouse, if applicable) under the Pension Plan.

 

4.2 - Benefit Limitation.

 

Notwithstandingany other provisions of the Plan, in the event that any benefit provided underthis agreement would, in the opinion of counsel for the Company, not bedeductible in whole or in part in the calculation of the federal income tax ofthe Company by reason of Section 280G of the Internal Revenue Code of 1986 (the“Code”), the aggregate benefits provided hereunder shall be reduced so that noportion of any amount which is paid to the Participant or Beneficiary is notdeductible for tax purposes by reason of Section 280G of the Code.

 

4.3 - Payment ofRetirement Benefits.

 

Upon a Participant’scommencement of benefits under the Pension Plan, the Employer shall commence topay to such retired Participant (or beneficiary, if applicable, after theParticipant’s death) the monthly retirement benefit to which the Participant isentitled under

 

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thisPlan, commencing on the date benefits commence under the Pension Plan, andpayable in form of benefit elected by the Participant (and spouse, ifapplicable) under the Pension Plan. No benefits shall be payable under thisPlan while the Participant is an Employee.

 

4.4 - Small Benefit.

 

Notwithstandingany other provision or provisions of this Plan to the contrary, if any benefithereunder is for an amount of less than fifty dollars per month, such benefitshall instead be paid in a lump sum which is the Actuarial Equivalent of suchmonthly benefit.

 

4.5 - Forfeiture of Benefits.

 

Notwithstandingany provision of this Plan to the contrary, no benefits shall be payable underthis Plan with respect to any Participant if the Participant confesses to, isconvicted of, or pleads no contest to, any act of fraud, theft or dishonestyarising in the course of, or in connection with, his or her employment with theEmployer.

 

4.6 - SpousePre-Retirement Death Benefit.

 

If a Participant’sspouse is entitled to a pre-retirement death benefit under Section 4.12 of thePension Plan, the monthly benefit, if any, payable upon the death of a Participantto the Participant’s spouse, commencing upon the date that monthly benefits tosuch spouse commence under Section 4.12 of the Pension Plan and payable for theperiod such benefit is payable under the Pension Plan, shall be equal to theexcess, if any, of:

 

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(a)           The monthly death benefit determinedin accordance with Section 4.12 of the Pension Plan, calculated by ignoringSections 401(a)(17) and 415 of the Code (and the Pension Plan provisionsimplementing those Code sections),

 

over

 

(b)           The amount of the monthly spousedeath benefit payable to the Participant’s spouse pursuant to Section 4.12 ofthe Pension Plan.

 

No benefits under thisSection 4.7 shall be paid if the benefits payable pursuant to any otherprovisions of this Article IV have already commenced.

 

ARTICLE V

COMMITTEE

 

5.1 - Committee.

 

This Plan shall beadministered by the Committee. The Committee shall have the authority to(i) make, amend, interpret, and enforce all appropriate rules andregulations for the administration of this Plan and (ii) decide or resolveany and all questions, including interpretations and constructions of this Planas may arise in connection with the Plan. The Committee shall also have allrights and duties set forth in Section 6.3 of the Pension Plan. The Committeeshall have full discretion to construe and interpret the terms and provisionsof this Plan. The Committee members may be Participants under this Plan.

 

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5.2 - Agents.

 

The Committee may,from time to time, employ other agents and delegate to them such administrativeduties as it sees fit, and may from time to time consult with counsel who maybe counsel to the Company.

 

5.3 - Binding Effectof Decisions.

 

The decision oraction of the Committee in respect of any questions arising out of or inconnection with the administration, interpretation and application of the Planand the rules and regulations promulgated hereunder shall be final andconclusive and binding upon all persons having any interest in the Plan.

 

5.4 - Indemnity.

 

To the extentpermitted by applicable federal and state laws the Company shall indemnify andsave harmless the Board of Directors, the Committee and each member of eachthereof, and any employee appointed pursuant to Section 5.2, against any andall expenses, liabilities and claims, including legal fees to defend againstsuch liabilities and claims, arising out of their discharge in good faith ofresponsibilities under or incident to the Plan, excepting only expenses andliabilities arising out of willful misconduct or gross negligence. Thisindemnity shall not preclude such further indemnities as may be available underinsurance purchased by the Company or provided by the Company under any Bylaw,agreement, vote of stockholders or disinterested directors or otherwise, assuch indemnities are permitted under state law.

 

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5.5 - Claim Procedure.

 

The entire claimprocedure set forth in Section 6.3(g) of the Pension Plan, as amended from timeto time, is hereby incorporated by reference.

 

ARTICLE VI

AMENDMENT ANDTERMINATION

 

6.1 - Amendments andTermination.

 

The Company shallhave the right to amend this Plan (and to amend or cancel any amendments) fromtime to time by resolution of the Board of Directors. Such amendment shall bestated in an instrument in writing, executed by the Company in the same manneras this Plan. The Company also reserves the right to terminate this Plan at anytime by resolution of the Board of Directors.

 

6.2 - Protection ofAccrued Benefits.

 

This Plan is strictly avoluntary undertaking on the part of the Company and shall not be deemed toconstitute a contract between the Company and any Eligible Employee (or anyother employee) or a consideration for, or an inducement or condition ofemployment for the performance of services by any Eligible Employee oremployee. Although the Company reserves the right to amend or terminate thisPlan at any time and, subject at all times to the provisions of Section 4.3, nosuch amendment or termination shall result in the forfeiture of benefitsaccrued pursuant to this Plan as of the date of termination. The benefitsaccrued at that time shall be the lesser of (1) the

 

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benefit that would bepayable if the Participant terminated employment on the date of termination, or(2) the benefit that would be payable at actual retirement under thePension Plan (or death, if earlier) if this Plan were terminated.

 

ARTICLE VII

MISCELLANEOUS

 

7.1 - Unfunded Plan.

 

All benefits dueunder this Plan to a Participant shall be paid by the Employer that employedthat Participant. This Plan is intended to be an unfunded plan maintainedprimarily to provide deferred compensation benefits for a select group of “managementor highly compensated employees” within the meaning of Section 201, 301 and 401of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title Iof ERISA.

 

7.2 - UnsecuredGeneral Creditor.

 

In the event of anEmployer’s insolvency, Participants and their Beneficiaries, heirs, successorsand assigns shall have no legal or equitable rights, interest or claims in anyproperty or assets of Employer, nor shall they be beneficiaries of, or have anyrights, claims or interest in any life insurance policies, annuity contracts orthe proceeds therefrom owned or which may be acquired by Employer. In thatevent, any and all of Employer’s assets and policies shall be, and remain,unrestricted by the provisions of this Plan. An Employer’s obligation under thePlan shall be that of an unfunded and unsecured promise of Employer to paymoney in the future.

 

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7.3 - Trust Fund.

 

Each Employershall be responsible for the payment of all benefits provided under the Plan toParticipants employed by it. At its discretion, the Company may establish oneor more trusts, with such trustees as the Board may approve, for the purpose ofproviding for the payment of such benefits. Such trust or trusts may beirrevocable, but the assets thereof shall be subject to the claims of theCompany’s creditors. To the extent any benefits provided under the Plan areactually paid from any such trust, the Employer shall have no furtherobligation with respect thereto, but to the extent not so paid, such benefitsshall remain the obligation of, and shall be paid by, the Employer.

 

7.4 - Nonassignability.

 

None of thebenefits, payments, proceeds or claims of any Participant or Beneficiary shallbe subject to any claim of any creditor and, in particular, the same shall notbe subject to attachment or garnishment or other legal process by any creditor,nor shall any Participant or Beneficiary have any right to alienate,anticipate, commute, pledge, encumber or assign any of the benefits or paymentsor proceeds which he may expect to receive, contingently or otherwise, underthis agreement.

 

7.5 - Limitationon Participants’ Rights.

 

Participation inthis Plan shall not give any Eligible Employee the right to be retained in theEmployer’s employ or any right or interest in the Plan other than as herein

 

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provided.The Employer reserves the right to dismiss any Eligible Employee without anyliability for any claim against the Employer, except to the extent providedherein.

 

7.6 - Participants Bound.

 

Any action withrespect to this Plan taken by the Committee or by the Company, or any actionauthorized by or taken at the direction of the Committee or the Company, shallbe conclusive upon all Participants and Beneficiaries entitled to benefitsunder the Plan.

 

7.7 - Receipt and Release.

 

Any payment to anyParticipant or Beneficiary in accordance with the provisions of this Planshall, to the extent thereof, be in full satisfaction of all claims against theEmployer and the Committee, and the Committee may require such Participant orBeneficiary, as a condition precedent to such payment, to execute a receipt andrelease to such effect. If any Participant or Beneficiary is determined by theCommittee to be incompetent by reason of physical or mental disability(including minority) to give a valid receipt and release, the Committee maycause the payment or payments becoming due to such person to be made to anotherperson for his or her benefit without responsibility on the part of theCommittee or the Company to follow the application of such funds.

 

7.8 - Federal LawGoverns.

 

This Plan shall beconstrued, administered, and governed in all respects under federal law (exceptas otherwise provided by Section 5.4), and to the extent that federal law isinapplicable, under the laws of the State of California, provided, however,that if any provision is susceptible to more than one interpretation, suchinterpretation shall be given thereto as

 

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consistentwith this Plan being an unfunded plan described in Section 7.1. If anyprovision shall be held by a court of competent jurisdiction to be invalid orunenforceable, the remaining provisions hereof shall continue to be fullyeffective.

 

7.9 - Headings andSubheadings.

 

Headings andsubheadings in this agreement are inserted for convenience of records only andare not to be considered in the construction of the provisions hereof.

 

7.10 - Successors and Assigns.

 

This agreementshall inure to the benefit of, and be binding upon, the parties hereto andtheir successors and assigns.

 

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