**Exhibit 10.1**

**SECONDAMENDMENT**

**TOTHE**

**SOUTHERNCALIFORNIA WATER COMPANY**

**PENSIONRESTORATION PLAN**

Effective as ofthe date set forth below, the Southern California Water Company PensionRestoration Plan (the “Plan”) is amended to provide that:

**FIRST**:                   Effective July 31, 2006, thename of the Plan is changed to the Golden State Water Company PensionRestoration Plan.

**SECOND**:              Effective July 31, 2006, Section4.1 is amended in its entirety to provide as follows:

“4.1 — Retirement Benefit.

Subject to Section 4.3, a Participant’s retirementbenefit under this Plan shall equal the excess of (1) over (2) where:

(1) equals the Participant’s vested retirement benefitunder the Pension Plan, commencing on the date benefits commence under thePension Plan, and payable in the form of benefit elected by the Participant(and spouse, if applicable) under the Pension Plan, calculated by (i) ignoringSection 401(a)(17) and 415 of the Code (and the Pension Plan provisionsimplementing those Code Sections); (ii) including in the definition of “Compensation”payments made to a Participant pursuant to any “cash pay” annual performanceincentive plan of the Company (other than any extraordinary bonus,  including any holiday, year end, anniversaryor signing bonus) and dividend equivalents paid in cash to the Participant inconnection with awards granted prior to 2006 under an equity incentive plan ofthe Company; and (iii) treating “A” in Section 4.2 of the Pension Plan asequaling 2% per year of Credited Service (including partial years) prior to2006 *(or, if later, the date the individual becomes aPlan Participant)* and 3% per year of Credited Service (includingpartial years) after 2005 *(or, if later, the datethe individual becomes a Plan Participant)*up to a combined maximumof 60% for the total sum.  This modifiedformula is calculated as 2% times X plus 3% times Y (up to a maximum of 60% forthe total sum) minus Z where X is the Participant’s years of Credited Service(including partial years) before 2006 *(or, if later, the date theindividual becomes a Plan Participant)*and Y is the Participant’syears of Credited Service (including partial years) after 2005 *(or, if later, the date the individual becomes a Plan Participant)*andZ is the lesser of 1.67% of the Participant’s Old Age Retirement Benefit (asdefined in the Pension Plan) or 1% of Compensation times the Participant’syears of Credited Service (including partial years); and

(2) equals the vested retirement benefit actuallypayable under the Pension Plan, commencing on the date benefits commence underthe Pension Plan, 

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and payable in the form of benefit elected by theParticipant (and spouse, if applicable) under the Pension Plan.

Notwithstanding the foregoing, with respect to Participants employed onJanuary 1, 2006, if greater, the amount under (1) above will equal theParticipant’s vested retirement benefit under the Pension Plan (based on thenormal retirement benefit formula described in Section 4.2 of the Pension Plan),commencing on the date benefits commence under the Pension Plan, and payable inthe form of benefit elected by the Participant (and spouse, if applicable)under the Pension Plan, calculated by ignoring Section 401(a)(17) and 415of the Code (and the Pension Plan provisions implementing those Code Sections)and including in the definition of “Compensation” payments made to aParticipant pursuant to any “cash pay” annual performance incentive plan of theCompany (other than any extraordinary bonus, including any holiday, year end,anniversary or signing bonus) and dividend equivalents paid in cash to theParticipant in connection with awards granted prior to 2006 under an equityincentive plan of the Company.”  

**THIRD**:                  Effective July 31, 2006,Section 4.6 is amended in its entirety to provide as follows:

“4.6 — Spouse Pre-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:

(1)          Themonthly death benefit determined in accordance with Section 4.12 of the PensionPlan, calculated by (i) ignoring Section 401(a)(17) and 415 of the Code (andthe Pension Plan provisions implementing those Code sections); (ii) includingin the definition of “Compensation” payments made to a Participant pursuant toany “cash pay” 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 prior to 2006 under an equity incentive plan of theCompany; and (iii) treating “A” in Section 4.2 of the Pension Plan as equaling2% per year of Credited Service (including partial years) prior to 2006 *(or, if later, the date the individual becomes a Plan Participant)*and3% per year of Credited Service (including partial years) after 2005 *(or, if later, the date the individual becomes a Plan Participant)*upto a combined maximum of 60% for the total sum. This modified formula iscalculated as 2% times X plus 3% times Y (up to a maximum of 60% for the totalsum) minus Z where X is the Participant’s years of Credited Service (includingpartial years) before 2006 *(or, if later, the datethe individual becomes a Plan Participant)*and Y is the Participant’syears of Credited Service (including partial years) after 2005 *(or, if later, the date the individual becomes a Plan Participant)*andZ is the lesser of 1.67% of the 

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Participant’s Old Age Retirement Benefit (as defined in the PensionPlan) or 1% of Compensation times the Participant’s years of Credited Service(including partial years),

over

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

Notwithstanding the foregoing, with respect to Participants employed onJanuary 1, 2006, if greater, (1) above will equal the monthly death benefitdetermined in accordance with Section 4.12 of the Pension Plan (based on thepre-retirement surviving spouse benefit described in Section 4.12 of thePension Plan), calculated by ignoring Section 401(a)(17) and 415 of the Code(and the Pension Plan provisions implementing those Code sections) andincluding in the definition of “Compensation” payments made to a Participantpursuant to any “cash pay” annual performance incentive plan of the Company(other than any extraordinary bonus, including any holiday, year end,anniversary or signing bonus) and dividend equivalents paid in cash to theParticipant in connection with awards granted prior to 2006 under an equityincentive plan of the Company.”
|        | Golden State Water Company |
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|   |                       |
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| Dated: |                       |   | By: |   |
|   | Name:                      |   |
|   | Title:                     |   |
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