AMENDMENT TO AMERICAN STATES WATER COMPANY 2000 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTS

THIS AGREEMENT, dated as of the latest date set forth below (the “Effective Date”), between American States Water Company, a California corporation (the “Corporation”), and _________ (“Executive”);

WHEREAS, pursuant to the American States Water Company 2000 Stock Incentive Plan, as amended (the “Plan”), the Corporation granted to Executive restricted stock unit awards of __________, __________, and _________ stock units (the “Awards”) upon the terms and conditions set forth in award agreements dated as of _____________, _______________, and _______________ (respectively) (the “Award Agreements”) and in the Plan;

WHEREAS, the Corporation and Executive desire to amend the Award Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended and regulations thereunder;

WHEREAS, under the terms of the Plan, the Compensation Committee has the authority to change the vesting and payout provisions of outstanding awards; and

WHEREAS, the Compensation Committee has approved this Amendment to the Award Agreements.

NOW, THEREFORE, in consideration of the mutual promises and covenants made here and the mutual benefits to be derived herefrom the parties agree as follows:

1.            Defined Terms .  Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan and/or the applicable Award Agreement.

2.           Effective as of the Effective Date, Section 6(a) of the Award Agreement is amended to read as follows:

“(a)            General .  Within 30 days following each Installment Vesting Date pursuant to Section 3(a), the Corporation shall deliver to the Participant a number of Common Shares equal to the number of Stock Units subject to this Award that become vested on such Installment Vesting Date (including any Stock Units credited as dividend equivalents with respect to such vested Stock Units), unless such