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AMENDED AND RESTATED RETIREMENT PLAN

This is an actual contract by Golden State Water.

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Sectors: Utilities
Effective Date: October 25, 1999
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EXHIBIT 10.10


AMENDED AND RESTATED RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS OF AMERICAN STATES WATER COMPANY
DATED AS OF OCTOBER 25, 1999


2


AMENDED AND RESTATED RETIREMENT PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
AMERICAN STATES WATER COMPANY


3


AMENDED AND RESTATED RETIREMENT PLAN
FOR
NON-EMPLOYEE DIRECTORS


TABLE OF CONTENTS


SECTION I Definitions................................................................. 1 SECTION II Participation............................................................... 2 SECTION III Retirement of Directors..................................................... 2 SECTION IV Retirement Benefit.......................................................... 2 SECTION V Participant's Rights Unsecured.............................................. 3 SECTION VI Termination of Plan......................................................... 3 SECTION VII Amendment of Plan........................................................... 3 SECTION VIII Change in Control........................................................... 3


4


This Amended and Restated Retirement Plan for Non-Employee Directors of American States Water Company is dated as of October 25, 1999, and restates in its entirety the Retirement Plan for Non-Employee Directors dated as of January 25, 1995.


SECTION I. DEFINITIONS


When the following terms are used in this Plan, with the first letter capitalized, they mean:


"AWR" - American States Water Company, a California corporation.


"Change in Control" - any of the following events:


(a) the dissolution or liquidation of either the Corporation or
AWR, unless its business is continued by another entity in which holders
of AWR's voting securities immediately before the event own, either
directly or indirectly, more than 50% of the continuing entity's voting
securities immediately after the event;


(b) Any sales, lease, exchange or other transfer (in one or a
series of transactions) of all or substantially all of the assets of
either the Corporation or AWR, unless its business is continued by
another entity in which holders of AWR's voting securities immediately
before the event own, either directly or indirectly, more than 50% of
the continuing entity's voting securities immediately after the event;


(c) any reorganization or merger of the Corporation or AWR,
unless the holders of AWR's voting securities immediately before the
event own, wither directly or indirectly, more than 50% of the
continuing surviving entity's voting securities immediately after the
event;


(d) an
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