Exhibit 10.1




    

    
      GOLDEN STATE
      WATER COMPANY
PENSION
      RESTORATION PLAN,
AS AMENDED
      THROUGH
MAY
      18, 2009




























    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF
      CONTENTS
    

    
    	
          
             
          

        	
           
        	
          
            Page
          

        
	
          
            ARTICLE I
          

        	

        	
          
            1
          

        
	
          
            1.1 - Title
          

        	

        	
          
            1
          

        
	
          
            1.2 - Purpose
          

        	

        	
          
            1
          

        
	
          
            1.3 - Definitions
          

        	

        	
          
            2
          

        
	
          
            ARTICLE II
          

        	

        	
          
            3
          

        
	
          
            2.1 - Eligibility Requirements
          

        	

        	
          
            3
          

        
	
          
            ARTICLE III
          

        	

        	
          
            3
          

        
	
          
            3.1 - Payment
          

        	

        	
          
            3
          

        
	
          
            ARTICLE IV
          

        	

        	
          
            4
          

        
	
          
            4.1 - Retirement Benefit
          

        	

        	
          
            4
          

        
	
          
            4.2 - Benefit Limitation
          

        	

        	
          
            6
          

        
	
          
            4.3 - Payment of Retirement Benefits
          

        	

        	
          
            6
          

        
	
          
            4.4 - Small Benefit
          

        	

        	
          
            8
          

        
	
          
            4.5 - Forfeiture of Benefits
          

        	

        	
          
            9
          

        
	
          
            4.6 - Spouse Pre-Retirement Death Benefit
          

        	

        	
          
            9
          

        
	
          
            4.7- Time and Form of Spouse Pre-Retirement Death Benefits
          

        	

        	
          
            11
          

        
	
          
            ARTICLE V
          

        	

        	
          
            12
          

        
	
          
            5.1 - Committee
          

        	

        	
          
            12
          

        
	
          
            5.2 - Agents
          

        	

        	
          
            12
          

        
	
          
            5.3 - Binding Effect of Decisions.
          

        	

        	
          
            12
          

        
	
          
            5.4 - Indemnity
          

        	

        	
          
            13
          

        
	
          
            5.5 - Claim Procedure.
          

        	

        	
          
            13
          

        
	
          
            ARTICLE VI
          

        	

        	
          
            13
          

        
	
          
            6.1 - Amendments and Termination
          

        	

        	
          
            13
          

        
	
          
            6.2 - Protection of Accrued Benefits
          

        	

        	
          
            14
          

        
	
          
            ARTICLE VII
          

        	

        	
          
            15
          

        
	
          
            7.1 - Unfunded Plan
          

        	

        	
          
            15
          

        
	
          
            7.2 - Unsecured General Creditor
          

        	

        	
          
            15
          

        
	
          
            7.3 - Trust Fund
          

        	

        	
          
            16
          

        
	
          
            7.4 - Nonassignability
          

        	

        	
          
            16
          

        
	
          
            7.5 - Limitation on Participants' Rights
          

        	

        	
          
            16
          

        
	
          
            7.6 - Participants Bound
          

        	

        	
          
            17
          

        
	
          
            7.7 - Receipt and Release
          

        	

        	
          
            17
          

        
	
          
            7.8 - Federal Law Governs
          

        	

        	
          
            17
          

        
	
          
            7.9 - Headings and Subheadings
          

        	

        	
          
            18
          

        
	
          
            7.10 - Successors and Assigns
          

        	

        	
          
            18
          

        


    

    

    

    
      
        

        

      

      
        
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      GOLDEN STATE
      WATER COMPANY
PENSION
      RESTORATION PLAN
    

    

    

    
      THIS PLAN,
      originally effective the 1st day of January, 1997, is hereby amended and
      restated effective May 18, 2009, by Golden State Water Company, a
      California corporation (“Company”), and evidences the terms of a Pension
      Restoration Plan for certain executives.
    

    
      W
      I
      T
      N
      E
      S
      S
      E
      T
      H
ARTICLE
      I
TITLE,
      PURPOSE AND DEFINITIONS
    

    
      1.1 - Title.
    

    
      This plan
      shall be known as the “Golden State Water Company Pension Restoration
      Plan.”
    

    
      1.2 - Purpose.
    

    
      The purpose
      of this Plan is to supplement retirement benefits payable to certain
      participants in the Golden State Water Company Pension Plan, as amended
      and in effect from time to time (the “Pension Plan”) by making up
      benefits which are reduced by virtue of Sections 401(a)(17) or 415 of
      the Internal Revenue Code of 1986.  No payment shall be made under this
      Plan which duplicates a benefit payable under any other deferred
      compensation plan or employment agreement of the Company.
    

    
      
        

        

      

      
        
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      1.3 - Definitions.
    

    
      Unless
      defined herein, any word, phrase or term used in this Plan with initial
      capitals shall have the meaning given therefor in the Pension Plan.
    

    
      “Actuarial
      Equivalent” shall mean an equivalent value compared using the interest
      rate and mortality assumptions used under the Pension Plan for purposes
      of determining actuarially equivalent benefits.
    

    
      “Company”
      means Golden State Water Company or any successor corporation by merger,
      consolidation, or otherwise.
    

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

    
      “Eligible Employee”:
    

    
      Prior to January 1, 2006, “Eligible
      Employee” means each individual who meets each of the following
      requirements: (1) he or she is an officer of the Employer; (2) he or she
      is a participant in the Pension Plan; (3) his or her Pension Plan
      benefits are reduced by the application of Sections 401(a)(17) or 415 of
      the Code; and (4) he or she is designated as an Eligible Employee by the
      Board of Directors.
    

    
      On and after
      January 1, 2006, “Eligible Employee” means each individual who meets
      each of the following requirements:  (1) he or she is an officer of the
      Employer; (2) he or she is a participant in the Pension Plan; and (3) he
      or she is designated as an Eligible Employee by the Board of Directors.
    

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

    
      “Plan” means
      the Golden State Water Company Pension Restoration Plan as set forth in
      this Agreement and all subsequent amendments hereto.
    

    
      “Plan Year”
      means the calendar year.
    

    
      
        

        

      

      
        
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      “Separation
      from Service” means a Participant’s death, retirement or other
      termination of employment from the Employer that constitutes a
      “separation from service” within the meaning of Treasury Regulations
      Section 1.409A-1(h), without regard to the optional alternative
      definitions available thereunder.
    

    
      “Similar
      Plan” means a plan required to be aggregated with this Plan under
      Treasury Regulations Section 1.409A-1(c)(2)(i)(A).  
    

    
      “Specified
      Employee” means a “Specified Employee,” under Section 409A of the Code
      and the regulations thereunder, as determined by the Committee.  
    

    

    

    
      ARTICLE II
PARTICIPATION
    

    
      2.1 - Eligibility
      Requirements.
    

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

    

    

    
      ARTICLE III
PAYMENT
      OF BENEFITS
    

    
      3.1 - Payment.
    

    
      There shall
      be no funding of any benefit which may become payable hereunder.  The
      Company may, but is not obligated to, invest in any assets or in life
      insurance policies
      which it deems desirable to provide assets for payments under this Plan
      but all such assets or life insurance
      policies shall remain the general assets of the Company.  In connection
      with any such investments and as a condition of further participation in
      this Plan, Participants shall execute any documentation reasonably
      requested by the Company.
    

    
      
        

        

      

      
        
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      ARTICLE IV
    

    
      RETIREMENT
      BENEFITS
    

    
      4.1 - Retirement
      Benefit.
    

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

    
      (1) equals
      the Participant’s vested retirement benefit under the Pension Plan,
      commencing on the date set forth in Section 4.3, and payable in the form
      of benefit elected by the Participant (and spouse, if applicable) in
      accordance with Section 4.3 of this Plan, calculated by (i) ignoring
      Sections 401(a)(17) and 415 of the Code (and the Pension Plan provisions
      implementing those Code sections); (ii) including in the definition of
      “Compensation” payments made to an officer of the Company pursuant 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
      the officer in connection with awards granted prior to 2006 under an
      equity incentive plan of the Company; and (iii) treating “A” in
      Section 4.2 of the Pension Plan as equaling 2% per year of Credited
    

    
      
        

        

      

      
        
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      Service
      (including partial years) prior to 2006 (or,
      if later, the date the individual becomes a Plan Participant) and
      3% per year of Credited Service (including partial years) after 2005 (or,
      if later, the date the individual becomes a Plan Participant)
      up to a combined maximum of 60% for the total sum.  This modified
      formula is calculated as 2% times X plus 3% times Y (up to a maximum of
      60% for the total sum) minus Z where X is the Participant’s years of
      Credited Service (including partial years) before 2006 (or,
      if later, the date the individual becomes a Plan Participant)
      and Y is the Participant’s years of Credited Service (including partial
      years) after 2005 (or,
      if later, the date the individual becomes a Plan Participant)
      and Z is the lesser of 1.67% of the Participant’s Old Age Retirement
      Benefit (as defined in the Pension Plan) or 1% of Compensation times the
      Participant’s years of Credited Service (including partial years); and
    

    
      (2) equals
      the vested retirement benefit that would be payable under the Pension
      Plan if such benefit began on the date set forth in Section 4.3 and was
      payable in the form of benefit elected by the Participant (and spouse,
      if applicable) under the Plan.
    

    
      Notwithstanding
      the foregoing, with respect to Participants employed on January 1, 2006,
      if greater, the amount under (1) above will equal the Participant’s
      vested retirement benefit under the Pension Plan (based on the normal
      retirement benefit formula described in Section 4.2 of the Pension
      Plan), commencing on the date set forth in Section 4.3, and payable in
      the form of benefit elected by the Participant (and spouse, if
      applicable) in accordance
    

    
      
        

        

      

      
        
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      with
      Section 4.3 of this Plan, calculated by ignoring Section 401(a)(17) and
      415 of the Code (and the Pension Plan provisions implementing those Code
      Sections) and including in the definition of “Compensation” payments
      made to an officer of the Company pursuant 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 the officer in connection with
      awards granted prior to 2006 under an equity incentive plan of the
      Company.  
    

    
      4.2 - Benefit
      Limitation.
    

    
      Notwithstanding
      any other provisions of the Plan, in the event that any benefit provided
      under this agreement would, in the opinion of counsel for the Company,
      not be deductible in whole or in part in the calculation of the federal
      income tax of the 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 no portion of any amount which is
      paid to the Participant or Beneficiary is not deductible for tax
      purposes by reason of Section 280G of the Code.
    

    
      4.3 - Time
      and Form of Retirement Benefits.
    

    
      (A)       Within
      60 days following the later of (1) the Participant’s Separation from
      Service or (2) the date the Participant attains age 55, the Employer
      shall commence to pay to such retired Participant (or beneficiary, if
      applicable, after the Participant’s death) the
    

    
      
        

        

      

      
        
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      monthly
      retirement benefit to which the Participant is entitled under this Plan,
      and payable in the form of benefit elected by the Participant (and
      spouse, if applicable).  No benefits shall be payable under this
      Plan before a Participant’s Separation from Service.  An Eligible
      Employee who is an active Participant on December 31, 2008 may elect, on
      a form prescribed by the Committee, that such Participant’s benefits
      under this Plan will begin within 60 days following the later of (1) the
      Participant’s Separation from Service or (2) the Participant’s
      attainment of an age that is 55 or later or the beginning of a specified
      year after the Participant turns age 55.  If such a written election is
      not submitted to the Company by December 31, 2008, then such
      Participant’s benefit shall begin as specified in the first sentence of
      this Section 4.3(A).  A former Eligible Employee who has not started
      receiving benefits under the Plan as of December 31, 2008, may elect, on
      a form prescribed by the Committee, to begin receiving benefits on the
      later of (1) July 1, 2009 or (2) the Participant’s attainment of an age
      that is 55 or later or the beginning of a specified year after the
      Participant turns age 55.  If such a written election is not submitted
      to the Company by December 31, 2008, then such Participant’s benefit
      shall begin on the later of (1) July 1, 2009 or (2) the Participant’s
      attainment of age 55.  Notwithstanding the foregoing or anything
      contained herein to the contrary, a Participant who is a Specified
      Employee may not receive any distribution until six months following the
      Specified Employee’s Separation from Service.  In the event any payments
      that otherwise would have been made during such six-month period are
      delayed, all such payments shall be paid immediately following the
      expiration of such six-month period plus Interest to the date of
      payment, and any subsequent payments shall be made according to the
      payment schedule that would have applied absent such six-month
      delay.  If a Participant who is a Specified Employee dies after his
      Separation from Service but prior to the end of the six-month delay,
      then any payments that would have been paid to the Participant prior to
      his death absent the delay shall be paid to the Participant’s
      Beneficiary and the Beneficiary shall begin receiving any benefit to
      which the Beneficiary is entitled based upon the Participant’s form of
      benefit.
    

    
      
        

        

      

      
        
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      (B)       If
      a Participant is married at the time his benefits under the Plan
      commence, his benefit shall be payable in the form of a Qualified Joint
      and 50% Survivor Annuity unless he elects, with spousal consent, to
      receive an Actuarial Equivalent benefit in one of the following optional
      forms of benefit:  (1) Straight Life Annuity, (2) Ten (10) Year Certain
      and Life Annuity, (3) Twenty (20) Year Certain and Life Annuity, or
      (4) a 100%, 75%, 65-2/3% or 50% Contingent Annuity, each as described in
      the Pension Plan.  If a Participant is not married at the time his
      benefits under the Plan commence, his benefit shall be payable as a
      Single Life Annuity, unless he elects to receive an Actuarial Equivalent
      benefit in one of the optional forms of benefit described in this
      Section 4.3.  
    

    
      4.4 - Small
      Benefit.
    

    
      Notwithstanding
      anything else to the contrary herein, if at any time the sum of the
      Actuarial Equivalent values of (a) the benefit under this Plan, and
      (b) any benefits credited under any Similar Plan, is equal to or less
      than the applicable dollar amount under Section 402(g)(1)(B) of the
      Code, the Committee may, in its sole discretion, determine that the
      Participant (or Beneficiary, if applicable) entitled to such amounts
      will receive the entire sum described in clauses (a) and (b) as a cash
      lump sum payment as soon as administratively practicable following the
      exercise of such discretion (which shall be evidenced in writing)
      subject to any delay required by Section 4.3, regardless of any payment
      election by the Participant.  
    

    
      
        

        

      

      
        
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      4.5 - Forfeiture
      of Benefits.
    

    
      Notwithstanding
      any provision of this Plan to the contrary, no benefits shall be payable
      under this Plan with respect to any Participant if the Participant
      confesses to, is convicted of, or pleads no contest to, any act of
      fraud, theft or dishonesty arising in the course of, or in connection
      with, his or her employment with the Employer.
    

    
      4.6 - Spouse
      Pre-Retirement Death Benefit.
    

    
      If a
      Participant’s spouse is entitled to a pre-retirement death benefit under
      Section 4.12 of the Pension Plan, the monthly benefit, if any, payable
      upon the death of a Participant to the Participant’s spouse, commencing
      upon the date set forth in Section 4.7 and payable for the period such
      benefit is payable under the Pension Plan, shall be equal to the excess,
      if any, of:
    

    
      (1)       The
      monthly death benefit determined in accordance with Section 4.12 of the
      Pension Plan, calculated by (i) ignoring Sections 401(a)(17) and 415 of
      the Code (and the Pension Plan provisions implementing those Code
      sections); (ii) including in the definition of “Compensation” payments
      made to an officer of the Company pursuant 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 the officer in 
    

    
      
        

        

      

      
        
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      connection
      with awards granted prior to 2006 under an equity incentive plan of the
      Company; and (iii) treating “A” in Section 4.2 of the Pension Plan as
      equaling 2% per year of Credited Service (including partial years) prior
      to 2006 (or,
      if later, the date the individual becomes a Plan Participant)
      and 3% per year of Credited Service (including partial years) after 2005 (or,
      if later, the date the individual becomes a Plan Participant)
      up to a combined maximum of 60% for the total sum.  This modified
      formula is calculated as 2% times X plus 3% times Y (up to a maximum of
      60% for the total sum) minus Z where X is the Participant’s years of
      Credited Service (including partial years) before 2006 (or,
      if later, the date the individual becomes a Plan Participant)
      and Y is the Participant’s years of Credited Service (including partial
      years) after 2005 (or,
      if later, the date the individual becomes a Plan Participant)
      and Z is the lesser of 1.67% of the Participant’s Old Age Retirement
      Benefit (as defined in the Pension Plan) or 1% of Compensation times the
      Participant’s years of Credited Service (including partial years),
    

    
      over
    

    
      (2)       The
      amount of the monthly spouse death benefit payable to the Participant’s
      spouse pursuant to Section 4.12 of the Pension Plan if the Participant’s
      spouse were to begin receiving such monthly spouse death benefit payable
      under the Pension Plan on the date set forth in Section 4.7.  
    

    
      
        

        

      

      
        
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      Notwithstanding
      the foregoing, with respect to Participants employed on January 1, 2006,
      if greater, (1) above will equal the monthly death benefit determined
      in accordance with Section 4.12 of the Pension Plan (based on the
      pre-retirement surviving spouse benefit described in Section 4.12 of the
      Pension Plan), calculated by ignoring Section 401(a)(17) and 415 of the
      Code (and the Pension Plan provisions implementing those Code sections)
      and including in the definition of “Compensation” payments made to an
      officer of the Company pursuant 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 the officer in connection with
      awards granted prior to 2006 under an equity incentive plan of the
      Company.  
    

    
      No benefits
      under this Section 4.6 shall be paid if the benefits payable pursuant to
      any other provisions of this Article IV have already commenced.
    

    
      4.7 - Time
      and Form of Spouse Pre-Retirement Death Benefits.
    

    
      Within 60
      days following the later of (1) the Participant’s death or (2) the date
      the Participant would have attained age 55, the Employer shall commence
      to pay to such surviving spouse the monthly benefit to which the
      surviving spouse is entitled under this Plan.  The benefit shall be
      payable in the form set forth in Section 4.12 of the Pension Plan.  
    

    
      
        

        

      

      
        
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      ARTICLE V
COMMITTEE
    

    
      5.1 - Committee.
    

    
      This Plan
      shall be administered by the Committee.  The Committee shall have the
      authority to (i) make, amend, interpret, and enforce all appropriate
      rules and regulations for the administration of this Plan and
      (ii) decide or resolve any and all questions, including interpretations
      and constructions of this Plan as may arise in connection with the
      Plan.  The Committee shall also have all rights and duties set forth in
      Section 6.3 of the Pension Plan.  The Committee shall have full
      discretion to construe and interpret the terms and provisions of this
      Plan.  The Committee members may be Participants under this Plan.
    

    
      5.2 - Agents.
    

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

    
      5.3 - Binding
      Effect of Decisions.
    

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

    
      
        

        

      

      
        
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      5.4 - Indemnity.
    

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

    
      5.5 - Claim
      Procedure.
    

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

    

    

    
      ARTICLE VI
AMENDMENT
      AND TERMINATION
    

    
      6.1 - Amendments
      and Termination.
    

    
      The Company
      shall have the right to amend this Plan (and to amend or cancel any
      amendments) from time to time by resolution of the Board of
      Directors.  Such amendment shall be stated in an instrument in writing,
      executed by the Company in the same manner as this Plan.
    

    
      
        

        

      

      
        
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      The Company
      also reserves the right to terminate this Plan at any time by resolution
      of the Board of Directors.
    

    
      6.2 - Protection
      of Accrued Benefits.
    

    
      This Plan is
      strictly a voluntary undertaking on the part of the Company and shall
      not be deemed to constitute a contract between the Company and any
      Eligible Employee (or any other employee) or a consideration for, or an
      inducement or condition of employment for the performance of services by
      any Eligible Employee or employee.  Although the Company reserves the
      right to amend or terminate this Plan at any time and, subject at all
      times to the provisions of Section 4.3, no such amendment or termination
      shall result in the forfeiture of benefits accrued pursuant to this Plan
      as of the date of termination.  The benefits accrued at that time shall
      be the lesser of (1) the benefit that would be payable under this Plan
      if the Participant terminated employment on the date of termination, or
      (2) the benefit that would be payable under this Plan at actual
      retirement under the Pension Plan (or death, if earlier) if this Plan
      were terminated.  If the Plan is terminated, the benefits described in
      the preceding sentence shall be paid when they would otherwise be paid
      in accordance with Article IV.  Notwithstanding the foregoing, the
      Company may, in its discretion, decide to distribute the benefits in
      another fashion to the extent permitted under Treasury Regulations
      Section 1.409A-3(j)(4)(ix).
    

    
      
        

        

      

      
        
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      ARTICLE VII
MISCELLANEOUS
    

    
      7.1 - Unfunded
      Plan.
    

    
      All benefits
      due under this Plan to a Participant shall be paid by the Employer that
      employed that Participant.  This Plan is intended to be an unfunded plan
      maintained primarily to provide deferred compensation benefits for a
      select group of “management or highly compensated employees” within the
      meaning of Section 201, 301 and 401 of 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 I of ERISA.
    

    
      7.2 - Unsecured
      General Creditor.
    

    
      In the event
      of an Employer’s insolvency, Participants and their Beneficiaries,
      heirs, successors and assigns shall have no legal or equitable rights,
      interest or claims in any property or assets of Employer, nor shall they
      be beneficiaries of, or have any rights, claims or interest in any life
      insurance policies, annuity contracts or the proceeds therefrom owned or
      which may be acquired by Employer.  In that event, 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 the Plan shall
      be that of an unfunded and unsecured promise of Employer to pay money in
      the future.
    

    
      
        

        

      

      
        
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      7.3 - Trust
      Fund.
    

    
      Each
      Employer shall be responsible for the payment of all benefits provided
      under the Plan to Participants employed by it.  At its discretion, the
      Company may establish one or more trusts, with such trustees as the
      Board may approve, for the purpose of providing for the payment of such
      benefits.  Such trust or trusts may be irrevocable, but the assets
      thereof shall be subject to the claims of the Company’s creditors.  To
      the extent any benefits provided under the Plan are actually paid from
      any such trust, the Employer shall have no further obligation with
      respect thereto, but to the extent not so paid, such benefits shall
      remain the obligation of, and shall be paid by, the Employer.
    

    
      7.4 - Nonassignability.
    

    
      None of the
      benefits, payments, proceeds or claims of any Participant or Beneficiary
      shall be subject to any claim of any creditor and, in particular, the
      same shall not be 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 payments or proceeds which he may expect to
      receive, contingently or otherwise, under this agreement.
    

    
      7.5 - Limitation
      on Participants’ Rights.
    

    
      Participation
      in this Plan shall not give any Eligible Employee the right to be
      retained in the Employer’s employ or any right or interest in the Plan
      other than as herein provided.  The Employer reserves the right to
      dismiss any Eligible Employee without any liability for any claim
      against the Employer, except to the extent provided herein.
    

    
      
        

        

      

      
        
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      7.6 - Participants
      Bound.
    

    
      Any action
      with respect to this Plan taken by the Committee or by the Company, or
      any action authorized by or taken at the direction of the Committee or
      the Company, shall be conclusive upon all Participants and Beneficiaries
      entitled to benefits under the Plan.
    

    
      7.7 - Receipt
      and Release.
    

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

    
      7.8 - Federal
      Law Governs.
    

    
      This Plan
      shall be construed, administered, and governed in all respects under
      federal law (except as otherwise provided by Section 5.4), and to the
      extent that federal law is inapplicable, under the laws of the State of
      California, provided, however, that if any provision is susceptible
      to more than one interpretation, such interpretation shall be given
      thereto as consistent with this Plan being an unfunded plan described in
      Section 7.1.  If any provision shall be held by a court of competent
      jurisdiction to be invalid or unenforceable, the remaining provisions
      hereof shall continue to be fully effective.
    

    
      
        

        

      

      
        
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      7.9 - Headings
      and Subheadings.
    

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

    
      7.10 -  Successors
      and Assigns.
    

    
      This
      agreement shall inure to the benefit of, and be binding upon, the
      parties hereto and their successors and assigns.
    

    
      IN WITNESS
      WHEREOF, the Company has caused these presents to be executed by its
      duly authorized officers and the corporate seal to be hereunto affixed
      this 18th day of May, 2009.
    

    

    

    

    

    
    	
           
        	
          
            GOLDEN STATE WATER COMPANY
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ Robert J. Sprowls
        
	

        	

        	
          
            Robert J. Sprowls, President and Chief Executive Officer
          

        
	

        	

        	
          
             
          

        
	
           
        
	

        	
          By:
        	
          /s/ Eva G. Tang
        
	

        	

        	
          
            Eva G. Tang, Senior Vice President-Finance,
Chief Financial
            Officer and Secretary
          

        
	

        	

        	
          
             
          

        


    

    

    

    
      

      

      

      

      

      

      


    

    
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