Exhibit 10.1


SECOND
AMENDMENT


TO
THE


SOUTHERN
CALIFORNIA WATER COMPANY


PENSION
RESTORATION PLAN


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


FIRST:                   Effective July 31, 2006, the
name of the Plan is changed to the Golden State Water Company Pension
Restoration Plan.


SECOND:              Effective July 31, 2006, Section
4.1 is amended in its entirety to provide as follows:


“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 benefits commence under the
Pension Plan, and payable in the form of benefit elected by the Participant
(and spouse, if applicable) under the Pension Plan, calculated by (i) ignoring
Section 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 a Participant 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 Participant 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 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 actually
payable under the Pension Plan, commencing on the date benefits commence under
the Pension Plan, 









 



and payable in the form of benefit elected by the
Participant (and spouse, if applicable) under the Pension 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 benefits commence under the Pension Plan, and payable in
the form of benefit elected by the Participant (and spouse, if applicable)
under 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 a
Participant 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
Participant in connection with awards granted prior to 2006 under an equity
incentive 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 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 that monthly benefits to such
spouse commence under Section 4.12 of the Pension Plan and payable for the
period of 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 Section 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 a Participant 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 Participant 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 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 monthly spouse death benefit payable to the Participant’s spouse
pursuant to Section 4.12 of the Pension Plan.


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 a Participant
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
Participant in connection with awards granted prior to 2006 under an equity
incentive plan of the Company.”


	
  

  	
  Golden State Water Company

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: