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                                                                    Exhibit 1.01



                          AMERICAN STATES WATER COMPANY
                           (A California Corporation)


                             1,400,000 Common Shares


                             UNDERWRITING AGREEMENT


                                                              New York, New York
                                                              September 22, 2004


UBS Securities LLC
Edward D. Jones & Co., L.P.
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

            AMERICAN STATES WATER COMPANY, a California corporation (the
"Company"), proposes to issue and sell to UBS Securities LLC and Edward D. Jones
& Co., L.P. (the "Underwriters," or "you") an aggregate of 1,400,000 common
shares (the "Firm Shares"), no par value (the "Common Shares"), of the Company.
In addition, solely for the purpose of covering over-allotments, the Company
proposes to grant to you the option to purchase from the Company up to an
additional 210,000 Common Shares (the "Additional Shares"). The Firm Shares and
the Additional Shares are hereinafter collectively sometimes referred to as the
"Shares." The Shares are described in the Prospectus which is referred to below.

            The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Act"), with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (File No. 333-68299)
including a prospectus, relating to the Company's debt securities, New Preferred
Shares, depositary shares and Common Shares, including the Shares, which
incorporates by reference documents which the Company has filed or will file in
accordance with the provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the "Exchange
Act"). The Company has prepared a prospectus supplement (the "Prospectus
Supplement") to the prospectus included in the registration statement referred
to above setting forth the terms of the offering, sale and distribution of the
Shares and additional information concerning the Company and its business. The
Company has furnished to you, for use by you and by dealers, copies of one or
more preliminary prospectuses containing the prospectus included in the
registration statement, as supplemented by a preliminary Prospectus Supplement
relating to the Shares, and the documents incorporated by reference therein
(each

thereof, including the documents incorporated therein by reference, being herein
called a "Preliminary Prospectus") relating to the Shares. Except where the
context otherwise requires, the registration statement, as amended when it, or
the most recent post effective amendment filed prior to the date hereof, became
effective, including all documents filed as a part thereof or incorporated by
reference therein, and including any information contained in a prospectus
subsequently filed with the Commission pursuant to Rule 424(b) under the Act and
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430(A) under the Act and also including any registration
statement filed pursuant to Rule 462(b) under the Act, is herein called the
"Registration Statement," and the prospectus included in the Registration
Statement, including all documents incorporated therein by reference, as
supplemented by the final Prospectus Supplement relating to the Shares, in the
form filed by the Company with the Commission pursuant to Rule 424(b) under the
Act on or before the second business day after the date hereof (or such earlier
time as may be required under the Act) at the time it became effective, is
herein called the "Prospectus." As used herein, "business day" shall mean a day
on which the New York Stock Exchange is open for trading. Any reference herein
to the Registration Statement, the Prospectus, any Preliminary Prospectus or any
amendment or supplement thereto shall be deemed to refer to and include the
documents incorporated by reference therein, and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the Registration
Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer
to and include the filing after the execution hereof of any document with the
Commission deemed to be incorporated by reference therein. For purposes of this
Agreement, all references to the Registration Statement or Prospectus or to any
amendment or supplement thereto shall be deemed to include any copy thereof
filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval System ("EDGAR").

            The Company and the Underwriters agree as follows:

            SECTION 1. Sale and Purchase. Upon the basis of the representations
and warranties and subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company the
respective number of Firm Shares (subject to such adjustment as you may
determine to avoid fractional shares) which bears the same proportion to the
number of Firm Shares to be sold by the Company as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule A attached hereto,
subject to adjustment in accordance with Section 8 hereof, in each case at a
purchase price of $24.25 per Share. The Company is advised by the Underwriters
that the Underwriters intend (i) to make a public offering of their respective
portions of the Firm Shares as soon as in the judgment of the Underwriters is
advisable and (ii) initially to offer the Firm Shares upon the terms set forth
in the Prospectus. The Underwriters may from time to time increase or decrease
the public offering price after the initial public offering to such extent as
the Underwriters may determine.

            In addition, the Company hereby grants to the several Underwriters
the option to purchase, and upon the basis of the representations and warranties
and subject to the terms and conditions herein set forth, the Underwriters shall
have the right to purchase, severally and not jointly, from the Company, ratably
in accordance with the number of Firm Shares to be pur-

                                      -2-

chased by each of them, all or a portion of the Additional Shares as may be
necessary to cover over-allotments made in connection with the offering of the
Firm Shares, at the same purchase price per share to be paid by the Underwriters
to the Company for the Firm Shares. This option may be exercised by the
Underwriters at any time and from time to time on or before the thirtieth day
following the date hereof, by written notice to the Company. Such notice shall
set forth the aggregate number of Additional Shares as to which the option is
being exercised, and the date and time when the Additional Shares are to be
delivered (such date and time being herein referred to as the "additional time
of purchase"); provided, however, that the additional time of purchase shall not
be earlier than the time of purchase (as defined below) nor earlier than the
second business day after the date on which the option shall have been exercised
nor later than the tenth business day after the date on which the option shall
have been exercised.

            The number of Additional Shares to be sold to each Underwriter shall
be the number which bears the same proportion to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth
opposite the name of such Underwriter on Schedule A hereto bears to the total
number of Firm Shares (subject, in each case, to such adjustment as you may
determine to eliminate fractional shares), subject to adjustment in accordance
with Section 8 hereof.

            SECTION 2. Payment and Delivery. Payment of the purchase price for
the Firm Shares shall be made to the Company by Federal Funds wire transfer,
against delivery of the certificates for the Firm Shares to the Underwriters
through the facilities of The Depository Trust Company ("DTC") for the
respective accounts of the Underwriters. Such payment and delivery shall be made
at 10:00 A.M., New York City time, on September 28, 2004 (unless another time
shall be agreed to by you and the Company). The time at which such payment and
delivery are to be made is hereinafter sometimes called "the time of purchase."
Electronic transfer of the Firm Shares shall be made to you at the time of
purchase in such names and in such denominations as you shall specify.

            Payment of the purchase price for the Additional Shares shall be
made at the additional time of purchase in the same manner and at the same
office as the payment for the Firm Shares. Electronic transfer of the Additional
Shares shall be made to you at the additional time of purchase in such names and
in such denominations as you shall specify.

            Deliveries of the documents described in Section 6 hereof with
respect to the purchase of the Shares shall be made at the offices of
Underwriters' Counsel and the address of its New York office, at 9:00 A.M., New
York City time, on the date of the closing of the purchase of the Firm Shares or
the Additional Shares, as the case may be.

            SECTION 3. Representations and Warranties of the Company. The
Company represents and warrants to and agrees with each of the Underwriters
that:

            (a)   the Company and the transactions contemplated by this
      Agreement meet the requirements and conditions for using a registration
      statement on Form S-3 under the Act. The Registration Statement has been
      filed with the Commission and has been


                                      -3-

      declared effective under the Act. The Registration Statement meets the
      requirements set forth in Rule 415(a)(1)(x) under the Act and complies in
      all material respects with such Rule. The Company has not received, and
      has no notice of, any order of the Commission preventing or suspending the
      use of the Registration Statement, or threatening or instituting
      proceedings for that purpose;

            (b)   a Preliminary Prospectus, including a preliminary Prospectus
      Supplement, has been prepared and filed pursuant to Rule 424(b) of the
      Act. Such Preliminary Prospectus, at the time of filing thereof, conformed
      in all material respects to the requirements of the Act, and did not
      include an untrue statement of material fact or omit to state a material
      fact necessary in order to make the statements therein, in light of the
      circumstances in which they were made, not misleading, except that the
      foregoing shall not apply to statements in, or omissions from, such
      Preliminary Prospectus in reliance on, and in conformity with, written
      information concerning the Underwriters that was furnished in writing to
      the Company by an Underwriter, specifically for use in the preparation
      thereof;

            (c)   the Prospectus, including a final Prospectus Supplement, has
      been or will be prepared and will be filed pursuant to Rule 424(b) of the
      Act on or before the second business day following the date of this
      Agreement (or such earlier time as may be required under the Act). Each
      part of the Registration Statement (other than the documents incorporated
      by reference therein, which are the subject of Section 3(d)), when such
      part became effective, did not contain an untrue statement of a material
      fact or omit to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading. The Prospectus
      and any amendment or supplement thereto, on the date of filing thereof
      with the Commission pursuant to Rule 424(b) and at the time of purchase,
      did not or will not include an untrue statement of a material fact or omit
      to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, except that the foregoing shall not apply to statements in, or
      omissions from, any such document in reliance upon, and in conformity
      with, written information concerning the Underwriters that was furnished
      in writing to the Company by an Underwriter, specifically for use in the
      preparation thereof;

            (d)   the documents incorporated by reference in the Registration
      Statement, any Preliminary Prospectus and the Prospectus or any amendment
      or supplement thereto, when they became or become effective under the Act
      or were or are filed with the Commission under the Act or the Exchange
      Act, as the case may be, conformed or will conform in all material
      respects with the requirements of the Act and Exchange Act, as applicable,
      and none of such documents contained or contain an untrue statement of
      material fact or omit or omitted to state a material fact necessary to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading;

            (e)   as of September 17, 2004, the Company had outstanding total
      capitalization as set forth under the heading "Actual" in the section of
      the Registration


                                      -4-

      Statement and the Prospectus entitled "Summary consolidated financial data
      -- Capitalization";

            (f)   each of the Company, Southern California Water Company, a
      California corporation, American States Utility Services, Inc., a
      California corporation, and Chaparral City Water Company, an Arizona
      corporation, (each a "Subsidiary" and collectively the "Subsidiaries"), is
      a corporation duly organized and validly existing in good standing under
      the laws of the state of its incorporation with full corporate power and
      authority to own, lease and operate its properties and to conduct its
      business as described in the Registration Statement and the Prospectus,
      and is not required to be qualified as a foreign corporation for the
      transaction of business under the laws of any jurisdictions in which the
      consequences of a failure to qualify, individually or in the aggregate,
      would have a material adverse effect on its business, properties,
      financial condition, results of operation or prospects (a "Material
      Adverse Effect");

            (g)   the Company has full corporate power and authority to enter
      into this Agreement, the execution and delivery of, and the performance by
      the Company of its obligations under this Agreement have been duly and
      validly authorized by the Company, and this Agreement has been duly
      executed and delivered by the Company and constitutes the valid and
      legally binding agreement of the Company, enforceable against the Company
      in accordance with its terms, except as rights to indemnity and
      contribution hereunder may be limited by federal or state securities laws,
      and except as limited by bankruptcy, insolvency, reorganization,
      moratorium or other laws or equitable principles;

            (h)   the Company owns all of the capital stock of the Subsidiaries
      and there are no outstanding options, warrants or preemptive or similar
      rights to purchase any such stock;

            (i)   all of the Company's outstanding Common Shares have been duly
      authorized and validly issued, are fully paid and nonassessable and are
      free of any preemptive or similar rights; the Shares have been duly
      authorized and, when issued and delivered to the Underwriters against
      payment therefor in accordance with the terms hereof, will be validly
      issued, fully paid and nonassessable and free of any preemptive or similar
      rights; and the capital stock of the Company conforms, in all material
      respects, to the description thereof in the Registration Statement and the
      Prospectus;

            (j)   the Company is not in violation of its articles of
      incorporation or by-laws and has complied, in all respects material to the
      Company, with any law, ordinance, administrative or governmental rule or
      regulation applicable to the Company or any decree applicable to the
      Company of any court or governmental agency or body having jurisdiction
      over the Company, and is not in default in any material respect in the
      performance of any obligation, agreement or condition contained in any
      material bond, debenture, note or other evidence of indebtedness or in any
      material agreement, lease or other instrument to which the Company is a
      party or by which its properties are bound;

                                      -5-

            (k)   neither the execution, delivery or performance of this
      Agreement by the Company nor the issuance and sale of the Shares
      contemplated hereby (1) requires any consent, approval, authorization or
      other order of or registration or filing with, any court, regulatory body,
      administrative agency or other governmental body, agency or official on
      the part of the Company except as may be required for the registration of
      the Shares under the Act and compliance with the Exchange Act and the
      securities or Blue Sky laws of various jurisdictions) or (2) conflicts or
      will conflict with the articles of incorporation or by-laws of the Company
      or (3) conflicts or will conflict with or constitutes or will constitute a
      breach of, or a default under, any agreement, indenture, lease or other
      instrument to which the Company is a party or by which it or any of its
      properties may be bound, or violates or will violate any statute, law,
      regulation or filing or judgment, injunction, order or decree applicable
      to the Company or any of its properties, or will result in the creation or
      imposition of any lien, charge or encumbrance upon any property or assets
      of the Company pursuant to the terms of any agreement or instrument to
      which it is a party or by which it may be bound or to which any of its
      property or assets is subject;

            (l)   except as set forth in the Registration Statement and the
      Prospectus, (i) no person has the right, contractual or otherwise, to
      cause the Company to issue or sell to it any Common Shares or shares of
      any other capital stock or other equity interests of the Company, (ii) no
      person has any preemptive rights, resale rights, rights of first refusal
      or other rights to purchase any Common Shares or shares of any other
      capital stock or other equity interests of the Company, and (iii) no
      person has the right to act as an underwriter or as a financial advisor to
      the Company in connection with the offer and sale of the Shares, in the
      case of each of the foregoing clauses (i), (ii) and (iii), whether as a
      result of the filing or effectiveness of the Registration Statement or the
      sale of the Shares as contemplated thereby or otherwise; no holder of any
      security of the Company has any right to require registration of Common
      Shares or any other security of the Company because of the filing of the
      registration statement or consummation of the transactions contemplated by
      this Agreement;

            (m)   the Company and each of its Subsidiaries has such permits,
      licenses, franchises and authorizations of governmental or regulatory
      authorities ("permits") as are necessary to own their respective
      properties and to conduct their respective business, in all material
      respects, in the manner described in the Prospectus, subject to such
      qualifications as may be set forth in the Prospectus; the Company and the
      Subsidiaries have fulfilled and performed all their respective obligations
      with respect to such permits where the failure to fulfill or perform would
      have a material adverse effect on the businesses of the Company and its
      Subsidiaries on a consolidated basis and neither the Company nor any
      Subsidiary has any knowledge of the occurrence of any event which,
      pursuant to the terms thereof, allows, or after notice or lapse of time
      would allow, the early revocation or termination thereof or results in any
      other material impairment of the rights of the holder of any such permit,
      subject in each case to such qualification as may be set forth in the
      Prospectus;

                                      -6-

            (n)   there are no legal or governmental proceedings pending or, to
      the knowledge of the Company, threatened, against the Company, or to which
      the Company or any of its properties is subject, that are required to be
      described in the Registration Statement or the Prospectus but are not
      described as required, and there are no agreements, contracts, indentures,
      leases or other instruments that are required to be described in the
      Registration Statement or the Prospectus or to be filed as an exhibit to
      the Registration Statement or any document incorporated by reference
      therein that are not described or filed as required by the Act or the
      Exchange Act, as applicable;

            (o)   PricewaterhouseCoopers LLP, who have certified certain of the
      consolidated financial statements of the Company and the Subsidiaries are
      an independent registered public accounting firm as required by the Act;

            (p)   the financial statements, together with related schedules and
      notes, included or incorporated by reference in the Registration Statement
      and the Prospectus, present fairly the consolidated financial position,
      results of operations and changes in financial position of the Company and
      its subsidiaries on the basis stated in the Registration Statement at the
      respective dates or for the respective periods to which they apply; such
      statements and related schedules and notes have been prepared in
      accordance with generally accepted accounting principles consistently
      applied throughout the periods involved, except as disclosed therein; the
      other financial and statistical information and data included or
      incorporated by reference in the Registration Statement and the Prospectus
      are accurately presented and to the extent derived therefrom prepared on a
      basis consistent with such financial statements and the books and records
      of the Company;

            (q)   except as disclosed in the Registration Statement and the
      Prospectus, subsequent to the respective dates as of which such
      information is given in the Prospectus, the Company has not incurred any
      liability or obligation, direct or contingent, or entered into any
      transaction, in each case other than in the ordinary course of business,
      that is material to the Company and its subsidiaries on a consolidated
      basis, and there has not been any change other than pursuant to the
      Company's dividend reinvestment and common share purchase plan and
      employee benefits plan in the capital stock, or material increase in the
      short-term debt or long-term debt, of the Company, or any material adverse
      change, or any development involving, or which would reasonably be
      expected to involve, a prospective material adverse change, in the
      condition (financial or other), business, net worth or results of
      operations of the Company and its subsidiaries on a consolidated basis;

            (r)   the Company has obtained for the benefit of the Underwriters
      the agreement (a "Lock-Up Agreement"), in the form set forth as Exhibit A
      hereto, of each of its directors and executive officers;

            (s)   the Company is not and, after giving effect to the offering
      and sale of the Shares, will not be an "investment company" or an entity
      "controlled" by an "investment


                                      -7-

      company," as such terms are defined in the Investment Company Act of 1940,
      as amended (the "Investment Company Act");

            (t)   the Commission has granted the Company an exemption from all
      provisions of the Public Utility Holding Company Act of 1935, as amended,
      except Section 9(a)(2) thereof;

            (u)   the Company and each of the Subsidiaries has good and
      marketable title to all property (real and personal) described the
      Registration Statement and in the Prospectus as being owned by each of
      them, except where the failure to have such title would not have a
      Material Adverse Effect, subject to no liens, claims, security interests
      or other encumbrances, except those described in the Registration
      Statement and Prospectus, and all property (real and personal) described
      in the Registration Statement and Prospectus as being held under lease by
      the Company or a Subsidiary is held thereby under valid, and existing
      leases, with only such exceptions with respect to any particular lease as
      do not interfere in any material respect with the conduct of the business
      of the Company;

            (v)   There are no existing or, to the best knowledge of the
      Company, threatened labor disputes with the employees of the Company or
      any of the Subsidiaries which are likely to have a Material Adverse
      Effect;

            (w)   Except as disclosed in or contemplated by the Prospectus, the
      Company and each of its Subsidiaries are (i)(A) in compliance with any and
      all applicable federal, state and local laws and regulations relating to
      the use, disposal or release of hazardous or toxic substances or wastes,
      restoration of the environment or human exposure to hazardous or toxic
      substances, pollutants or contaminants ("Environmental Laws"), (ii)(B)
      have received and are in compliance with all permits, licenses or other
      approvals required of them under applicable Environmental Laws to conduct
      their respective businesses, and (iii)(C) have not received notice of any
      actual or potential liability for the investigation or remediation of any
      disposal or release of hazardous or toxic substances or wastes, pollutants
      or contaminants, except where such non-compliance with Environmental Laws,
      failure to receive required permits, licenses or other approvals, or
      liability would not, individually or in the aggregate, have a Material
      Adverse Effect, and (ii) neither the Company nor any of its Subsidiaries
      has been named as a "potentially responsible party" under the
      Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended, except in each case, as such instances which would not,
      individually or in the aggregate, have a Material Adverse Effect.

            (x)   Each of the Company and the Subsidiaries has filed all
      material Federal, State and local tax returns, or has filed for extensions
      of the due dates for such returns which have been required to be filed and
      paid all taxes indicated by such returns and all assessments received by
      it or any of them to the extent that such taxes or


                                      -8-

      assessments have become due, or has received timely extensions thereof,
      other than taxes or assessments which the Company or any Subsidiary is
      contesting in good faith. The Company does not know of any actual or
      proposed additional material tax assessments;

            (y)   the Company and each of the Subsidiaries maintains insurance
      covering its properties, operations, personnel and businesses as the
      Company deems adequate and as previously disclosed to the Underwriters;
      such insurance insures against such losses and risks to an extent which is
      adequate in accordance with customary industry practice to protect the
      Company and the Subsidiaries and their businesses; all such insurance is
      fully in force on the date hereof and will be fully in force at the time
      of purchase and any additional time of purchase, except which would not,
      individually or in the aggregate, have a Material Adverse Effect;

            (z)   neither the Company nor any of the Subsidiaries has sustained
      since the date of the last audited financial statements included in the
      Registration Statement and the Prospectus any loss or interference with
      its respective business from fire, explosion, flood or other calamity,
      whether or not covered by insurance, or from any labor dispute or court or
      governmental action, order or decree;

            (aa)  the Company and each of the Subsidiaries maintains a system of
      internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization; and (iv) the recorded accountability
      for assets is compared with existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences;

            (bb)  the Company has established and maintains disclosure controls
      and procedures (as such term is defined in Rule 13a-14 and 15d-14 under
      the Exchange Act); such disclosure controls and procedures are designed to
      ensure that material information relating to the Company, including its
      consolidated subsidiaries, is made known to the Company's Chief Executive
      Officer and its Chief Financial Officer by others within those entities,
      and such disclosure controls and procedures are effective to perform the
      functions for which they were established based on the Company's most
      recent evaluation; based on the Company's most recent evaluation the
      Company's auditors and the Audit and Finance Committee of the Board of
      Directors have been advised of: (i) any significant deficiencies in the
      design or operation of internal controls which could adversely affect the
      Company's ability to record, process, summarize, and report financial
      data; and (ii) any fraud, whether or not material, that involves
      management or other employees who have a role in the Company's internal
      controls; based on the Company's most recent evaluation any material
      weaknesses in internal controls have been identified for the Company's
      auditors; and since the date of the most recent evaluation of such
      disclosure controls and procedures, there have been no significant changes
      in internal controls or in other factors that could significantly affect
      internal


                                      -9-

      controls, including any corrective actions with regard to significant
      deficiencies and material weaknesses.

            (cc)  Since July 30, 2002, the Company has not, directly or
      indirectly, including through any subsidiary: (i) extended credit,
      arranged to extend credit, or renewed any extension of credit, in the form
      of a personal loan, to or for any director or executive officer of the
      Company, or to or for any family member or affiliate of any director or
      executive officer of the Company; or (ii) made any material modification,
      including any renewal thereof, to any term of any personal loan to any
      director or executive officer of the Company, or any family member or
      affiliate of any director or executive officer, which loan was outstanding
      on July 30, 2002;

            (dd)  neither the Company nor to the knowledge of the Company any of
      its directors or executive officers has taken, directly or indirectly, any
      action intended, or which might reasonably be expected, to cause or
      result, under the Act or otherwise, in, or which has constituted,
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of the Shares;

            (ee)  any statistical and market related data included in the
      Registration Statement and the Prospectus are based on or derived from
      sources that the Company believes to be reliable and accurate;

            (ff)  the Company and the Subsidiaries and to the knowledge of the
      Company, any of the officers and directors of the Company and any of the
      Subsidiaries, in their capacities as such, are in compliance in all
      material respects with the provisions of the Sarbanes-Oxley Act of 2002
      and the rules and regulations promulgated thereunder; and

            (gg)  to the Company's knowledge, (i) there are no affiliations or
      associations between any member of the NASD and any of the Company's
      senior executive officers or directors, except Robert F. Kathol, an
      Executive Vice President of Smith Hayes Financial Services Corp. and (ii)
      there are no beneficial owners of 5% or more of the Company's common
      shares.

            In addition, any certificate signed by any officer of the Company or
any of the Subsidiaries and delivered to the Underwriters or counsel for the
Underwriters in connection with the offering of the Shares shall be deemed to be
a representation and warranty by the Company or Subsidiary, as the case may be,
as to matters covered thereby, to each Underwriter.

            SECTION 4. Certain Covenants of the Company. The Company hereby
agrees:

            (a)   to furnish such information as may be required and otherwise
      to cooperate in qualifying the Shares for offering and sale under the
      securities or blue sky laws of such states or other jurisdictions as you
      may designate to the extent that qualification of the Shares is legally
      required and to maintain such qualifications in effect so long as you may
      request for the distribution of the Shares; provided that the Company
      shall not be required


                                      -10-

      to qualify as a foreign corporation or to consent to the service of
      process under the laws of any such jurisdiction (except service of process
      with respect to the offering and sale of the Shares); and to promptly
      advise you of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the Shares for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose;

            (b)   to make available to the Underwriters in New York City, and
      from time to time to furnish to the Underwriters, as many copies of the
      Prospectus (or of the Prospectus as amended or supplemented if the Company
      shall have made any amendments or supplements thereto) as the Underwriters
      may request for the purposes contemplated by the Act; in case any
      Underwriter is required to deliver a prospectus after the nine-month
      period referred to in Section 10(a)(3) of the Act in connection with the
      sale of the Shares, the Company will prepare, at its expense, promptly
      upon request such amendment or amendments to the Registration Statement
      and the Prospectus as may be necessary to permit compliance with the
      requirements of Section 10(a)(3) of the Act;

            (c)   if, at the time this Agreement is executed and delivered, it
      is necessary for any post-effective amendment to the Registration
      Statement to be declared effective before the offering of the Shares may
      commence, the Company will endeavor to cause such post-effective amendment
      to become effective as soon as possible and the Company will advise you
      promptly and, if requested by you, will confirm such advice in writing,
      (i) when any such post-effective amendment thereto has become effective,
      and (ii) if Rule 430A under the Act is used, when the Prospectus is filed
      with the Commission pursuant to Rule 424(b) under the Act (which the
      Company agrees to file in a timely manner under such Rule);

            (d)   to advise you promptly, confirming such advice in writing, of
      any request by the Commission for amendments or supplements to the
      Registration Statement or the Prospectus or for additional information
      with respect thereto, or of notice of institution of proceedings for, or
      the entry of a stop order, suspending the effectiveness of the
      Registration Statement and, if the Commission should enter a stop order
      suspending the effectiveness of the Registration Statement, to use its
      best efforts to obtain the lifting or removal of such order as soon as
      possible; to advise you promptly of any proposal to amend or supplement
      the Registration Statement or the Prospectus, including by filing any
      documents that would be incorporated therein by reference, and to provide
      you and Underwriters' counsel copies of any such documents for review and
      comment a reasonable amount of time prior to any proposed filing and to
      file no such amendment or supplement to which you shall object in writing;

            (e)   subject to Section 4(d) hereof, to file promptly all reports
      and any definitive proxy or information statement required to be filed by
      the Company with the Commission in order to comply with the Exchange Act
      subsequent to the date of the Prospectus and for so long as the delivery
      of a prospectus is required in connection with the offering or sale of the
      Shares; to provide you with a copy of such reports and statements and
      other documents to be filed by the Company pursuant to Section 13, 14 or


                                      -11-

      15(d) of the Exchange Act during such period a reasonable amount of time
      prior to any proposed filing, and to promptly notify you of such filing;

            (f)   if necessary or appropriate, to file a registration statement
      pursuant to Rule 462(b) under the Act;

            (g)   to advise the Underwriters promptly of the happening of any
      event within the time during which a prospectus relating to the Shares is
      required to be delivered under the Act which could require the making of
      any change in the Prospectus then being used so that the Prospectus would
      not include an untrue statement of material fact or omit to state a
      material fact necessary to make the statements therein, in the light of
      the circumstances under which they are made, not misleading, and, during
      such time, subject to Section 4(d) hereof, to prepare and furnish, at the
      Company's expense, to the Underwriters promptly such amendments or
      supplements to such Prospectus as may be necessary to reflect any such
      change;

            (h)   to make generally available to its security holders, and to
      deliver to you, an earnings statement of the Company (which will satisfy
      the provisions of Section 11(a) of the Act) covering a period of twelve
      months beginning after the effective date of the Registration Statement
      (as defined in Rule 158(c) of the Act) as soon as is reasonably
      practicable after the termination of such twelve-month period but not
      later than September 30, 2005;

            (i)   to furnish to its shareholders as soon as practicable after
      the end of each fiscal year an annual report (including a consolidated
      balance sheet and statements of income, shareholders' equity and cash flow
      of the Company and the Subsidiaries for such fiscal year, accompanied by a
      copy of the certificate or report thereon of nationally recognized
      independent registered public accounting firm);

            (j)   to furnish to you one copy of the Registration Statement, in
      the form declared effective by the Commission, and of all amendments
      thereto (including all exhibits thereto and documents incorporated by
      reference therein);

            (k)   to furnish to you promptly for a period of three years from
      the date of this Agreement (i) copies of such financial statements and
      periodic or special reports which the Company shall send to its
      shareholders and (ii) copies of all annual, quarterly and current reports
      filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other
      similar forms as may be designated by the Commission; provided, however,
      that no such documents need be furnished to the extent they have been
      filed with the Commission and are publicly available via EDGAR;

            (l)   to furnish to you as early as practicable prior to the time of
      purchase and any additional time of purchase, as the case may be, but not
      later than two business days prior thereto, a copy of the latest available
      unaudited interim and monthly consolidated financial statements, if any,
      of the Company and the Subsidiaries which have been read


                                      -12-

      by the Company's independent registered public accounting firm, as stated
      in their letter to be furnished pursuant to Section 6(b) hereof;

            (m)   to apply the net proceeds from the sale of the Shares in the
      manner set forth under the caption "Use of Proceeds" in the Prospectus;

            (n)   to pay all costs, expenses, fees and taxes in connection with
      (i) the preparation and filing of each Preliminary Prospectus, the
      Prospectus, and any amendments or supplements thereto, and the printing
      and furnishing of copies of each thereof to the Underwriters and to
      dealers (including costs of mailing and shipment), (ii) the preparation
      and delivery of certificates representing the Shares delivery of the
      Shares to the Underwriters, (iii) the producing, word processing and/or
      printing of this Agreement, any Agreement Among Underwriters, any dealer
      agreements, any Powers of Attorney and any closing documents (including
      compilations thereof) and the reproduction and/or printing and furnishing
      of copies of each thereof to the Underwriters and (except closing
      documents) to dealers (including costs of mailing and shipment), (iv) the
      qualification of the Shares for offering and sale under state or foreign
      laws (including the legal fees and filing fees and other disbursements of
      counsel for the Underwriters) if qualification is legally required and the
      printing and furnishing of copies of any blue sky surveys to the
      Underwriters and to dealers, (v) the listing of the Shares on the New York
      Stock Exchange and (vii) the fees and disbursements of any transfer agent
      or registrar for the Shares. It is understood, however, that except as
      provided in this Section 4 and Section 5 hereof, the Underwriters will pay
      all of its own costs and expenses, including the fees of their counsel,
      transfer taxes on resale of any of the Securities sold by it, and any
      advertising expenses connected with any offers they may make.

            (o)   not to sell, offer to sell, contract or agree to sell,
      hypothecate, pledge, grant any option to purchase or otherwise dispose of
      or agree to dispose of, directly or indirectly, any Common Shares or
      securities convertible into or exchangeable or exercisable for Common
      Shares or warrants or other rights to purchase Common Shares or any other
      securities of the Company that are substantially similar to Common Shares,
      or file or cause to be declared effective a registration statement under
      the Act relating to the offer and sale of any Common Shares or securities
      convertible into or exercisable or exchangeable for Common Shares or other
      rights to purchase Common Shares or any other securities of the Company
      that are substantially similar to Common Shares for a period of 90 days
      after the date hereof (the "Lock-Up Period"), without the prior written
      consent of the Underwriters except for (i) the registration of the Shares
      and the sales to the Underwriters pursuant to this Agreement; (ii)
      issuances of Common Shares upon the exercise of options disclosed as
      outstanding in the Registration Statement and the Prospectus; (iii) the
      issuance of employee stock options not exercisable during the Lock-Up
      Period and restricted stock not vested during the Lock-Up Period, in each
      case pursuant to stock option plans described in the Registration
      Statement and the Prospectus; (iv) issuances of Common Shares pursuant to
      the Company's Common Share Purchase and Dividend Reinvestment Plan; (v)
      issuances of Common Shares pursuant to the


                                      -13-

      Company's 401(k) plan; and (vi) the issuance of options and units pursuant
      to the Company's 2003 Non-Employee's Directors Stock Plan.

            (p)   if (i) during the period that begins on the date that is 15
      calendar days plus 3 business days before the last day of the Lock-Up
      Period and ends on the last day of the Lock-Up Period, the Company issues
      an earnings release or material news or a material event relating to the
      Company occurs or (ii) prior to the expiration of the Lock-Up Period, the
      Company announces that it will release earnings results during the 16-day
      period beginning on the last day of the Lock-Up Period, the restrictions
      imposed by Section 4(o) shall continue to apply until the expiration of
      the date that is 15 calendar days plus 3 business days after the date on
      which the issuance of the earnings release or the material news or
      material event occurs.

            (q)   to use its best efforts to cause the Shares to be listed on
      the New York Stock Exchange; and

            (r)   to maintain a transfer agent and, if necessary under the
      jurisdiction of incorporation of the Company, a registrar for the Shares.

            SECTION 5. Reimbursement of Underwriters' Expenses. If the Shares
are not delivered for any reason other than the termination of this Agreement
pursuant to the default by one or more Underwriters in its or their respective
obligations hereunder, the Company shall, in addition to paying the amounts
described in Section 4(n) hereof, reimburse the Underwriters for all of their
out-of-pocket expenses, including the fees and disbursements of their counsel.

            SECTION 6. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder are subject to the accuracy of the
representations and warranties on the part of the Company on the date hereof, at
the time of purchase and, if applicable, at the additional time of purchase, the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:

            (a)   The Company shall furnish to the Underwriters at the time of
      purchase and, if applicable, at the additional time of purchase, an
      opinion of O'Melveny & Myers LLP, counsel for the Company, addressed to
      the Underwriters, dated the time of purchase or the additional time of
      purchase, as the case may be, and substantially in the form set forth in
      Exhibit C hereto.

            (b)   The Underwriters shall have received from
      PricewaterhouseCoopers LLP letters dated, respectively, the date of this
      Agreement, the time of purchase and, if applicable, the additional time of
      purchase, and addressed to the Underwriters in the forms heretofore
      approved by the Underwriters.

            (c)   The Underwriters shall have received at the time of purchase
      and, if applicable, at the additional time of purchase, the favorable
      opinion of Cahill Gordon & Reindel LLP, counsel for the Underwriters,
      dated the time of purchase or the additional


                                      -14-

      time of purchase, as the case may be, and substantially in the form set
      forth in Exhibit D hereto.

            (d)   No Prospectus or amendment or supplement to the Registration
      Statement or the Prospectus, including documents deemed to be incorporated
      by reference therein, shall have been filed to which an Underwriter
      objects in good faith and in writing in a timely manner.

            (e)   The Registration Statement has become effective under the Act
      and, if Rule 430A under the Act is used, the Prospectus shall have been
      filed with the Commission pursuant to Rule 424(b) under the Act at or
      before 5:30 P.M., New York City time, on the second full business day
      after the date of this Agreement.

            (f)   Prior to the time of purchase, and, if applicable, the
      additional time of purchase, (i) no stop order with respect to the
      effectiveness of the Registration Statement shall have been issued under
      the Act or proceedings initiated under Section 8(d) or 8(e) of the Act;
      (ii) the Registration Statement and all amendments thereto shall not
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; and (iii) the Prospectus and all amendments or
      supplements thereto shall not contain an untrue statement of a material
      fact or omit to state a material fact required to be stated therein or
      necessary to make the statements therein, in the light of the
      circumstances under which they are made, not misleading.

            (g)   Between the time of execution of this Agreement and the time
      of purchase or the additional time of purchase, as the case may be, no
      material adverse change or any development involving a prospective
      material adverse change in the business, properties, management, financial
      condition or results of operations of the Company and the Subsidiaries
      taken as a whole shall occur or become known that, in the judgment of the
      Underwriters, is so material and adverse as to make it impracticable or
      inadvisable to proceed with the public offering or the delivery of the
      Shares at the public offering price.

            (h)   The Company will, at the time of purchase and, if applicable,
      at the additional time of purchase, deliver to the Underwriters a
      certificate of its Chief Executive Officer and its Chief Financial Officer
      to the form attached as Exhibit B hereto.

            (i)   The Underwriters shall have received signed Lock-up Agreements
      referred to in Section 3(r) hereof.

            (j)   The Company shall have furnished to the Underwriters such
      other documents and certificates as to the accuracy and completeness of
      any statement in the Registration Statement and the Prospectus as of the
      time of purchase and, if applicable, the additional time of purchase, as
      the Underwriters may reasonably request.

                                      -15-





            (k) The Shares shall have been approved for listing on the New York
      Exchange, subject only to notice of issuance at or prior to the time of
      purchase or the additional time of purchase, as the case may be.

            SECTION 7. Effective Date of Agreement; Termination. This Agreement
shall become effective when the parties hereto have executed and delivered this
Agreement.

            The obligations of the several Underwriters hereunder shall be
subject to termination in the absolute discretion of UBS, if (x) since the time
of execution of this Agreement or the earlier respective dates as of which
information is given in the Registration Statement and the Prospectus, there has
been any material adverse change or any development involving a prospective
material adverse change in the business, properties, management, financial
condition or results of operation of the Company and the Subsidiaries taken as a
whole, which would, in UBS's judgment, make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Shares on the terms and
in the manner contemplated in the Registration Statement and the Prospectus, or
(y) there shall have occurred: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange, the American
Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in
trading in the Company's securities on the New York Stock Exchange; (iii) a
general moratorium on commercial banking activities declared by either federal
or New York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) an
outbreak or escalation of hostilities or acts of terrorism involving the United
States or a declaration by the United States of a national emergency or war; or
(v) any other calamity or crisis or any change in financial, political or
economic conditions in the United States or elsewhere, if the effect of any such
event specified in clause (iv) or (v) in UBS's judgment makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Shares
on the terms and in the manner contemplated in the Registration Statement and
the Prospectus, or (z) there shall have occurred any downgrading, or any notice
or announcement shall have been given or made of (i) any intended or potential
downgrading or (ii) any watch, review or possible change that does not indicate
an affirmation or improvement, in the rating accorded any securities of or
guaranteed by the Company or any Subsidiary by any "nationally recognized
statistical rating organization," as that term is defined in Rule 436(g)(2)
under the Act.

            If UBS elects to terminate this Agreement as provided in this
Section 7, the Company shall be notified promptly in writing.

            If the sale to the Underwriters of the Shares, as contemplated by
this Agreement, is not carried out by the Underwriters for any reason permitted
under this Agreement or if such sale is not carried out because the Company
shall be unable to comply with any of the terms of this Agreement, the Company
shall not be under any obligation or liability under this Agreement (except to
the extent provided in Sections 4(n), 5 and 9 hereof), and the Underwriters
shall be under no obligation or liability to the Company under this Agreement
(except to the extent provided in Section 9 hereof) or to one another hereunder.


                                      -16-



            SECTION 8. Increase in Underwriters' Commitments. Subject to Section
6 and Section 7 hereof, if any Underwriter shall default in its obligation to
take up and pay for the Firm Shares to be purchased by it hereunder (otherwise
than for a failure of a condition set forth in Section 6 hereof or a reason
sufficient to justify the termination of this Agreement under the provisions of
Section 7 hereof) and if the number of Firm Shares which all Underwriters so
defaulting shall have agreed but failed to take up and pay for does not exceed
10% of the total number of Firm Shares, the non-defaulting Underwriters shall
take up and pay for (in addition to the aggregate number of Firm Shares they are
obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares
agreed to be purchased by all such defaulting Underwriters, as hereinafter
provided. Such Shares shall be taken up and paid for by such non-defaulting
Underwriters in such amount or amounts as you may designate with the consent of
each Underwriter so designated or, in the event no such designation is made,
such Shares shall be taken up and paid for by all non-defaulting Underwriters
pro rata in proportion to the aggregate number of Firm Shares set opposite the
names of such non-defaulting Underwriters in Schedule A.

            Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriters that it will
not sell any Firm Shares hereunder unless all of the Firm Shares are purchased
by the Underwriters (or by substituted Underwriters selected by you with the
approval of the Company or selected by the Company with your approval).

            If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the right
to postpone the time of purchase for a period not exceeding five business days
in order that any necessary changes in the Registration Statement and the
Prospectus and other documents may be effected.

            The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 8 with like effect as if
such substituted Underwriter had originally been named in Schedule A. If the
aggregate number of Firm Shares which the defaulting Underwriter or Underwriters
agreed to purchase exceeds 10% of the total number of Firm Shares which all
Underwriters agreed to purchase hereunder, and if neither the non-defaulting
Underwriters nor the Company shall make arrangements within the five business
day period stated above for the purchase of all the Firm Shares which the
defaulting Underwriter or Underwriters agreed to purchase hereunder, this
Agreement shall terminate without further act or deed and without any liability
on the part of the Company to any non-defaulting Underwriter and without any
liability on the part of any non-defaulting Underwriter to the Company. Nothing
in this paragraph, and no action taken hereunder, shall relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

            SECTION 9. Indemnity and Contribution.

            (a) The Company agrees to indemnify, defend and hold harmless each
Underwriter, its partners, directors and officers, and any person who controls
any Underwriter


                                      -17-



within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
and the successors and assigns of all of the foregoing persons, from and against
any loss, damage, expense, liability or claim (including the reasonable cost of
investigation) which, jointly or severally, such Underwriter or any such person
may incur under the Act, the Exchange Act, the common law or otherwise, insofar
as such loss, damage, expense, liability or claim arises out of or is based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or in the Registration Statement as
amended by any post-effective amendment thereof by the Company) or in a
Prospectus (the term Prospectus for the purpose of this Section 9 being deemed
to include any Preliminary Prospectus, the Prospectus and the Prospectus as
amended or supplemented by the Company), or arises out of or is based upon any
omission or alleged omission to state a material fact required to be stated in
either such Registration Statement or such Prospectus or necessary to make the
statements made therein not misleading, except insofar as any such loss, damage,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity
with information concerning such Underwriter furnished in writing by such
Underwriter to the Company expressly for use in such Registration Statement or
such Prospectus or arises out of or is based upon any omission or alleged
omission to state a material fact in connection with such information required
to be stated in such Registration Statement or such Prospectus or necessary to
make such information not misleading or (ii) any untrue statement or alleged
untrue statement made by the Company in Section 3 hereof or the failure by the
Company to perform when and as required any agreement or covenant contained
herein.

                     If any action, suit or proceeding (each, a "Proceeding") is
brought against an Underwriter or any such person in respect of which indemnity
may be sought against the Company pursuant to the foregoing paragraph, such
Underwriter or such person shall promptly notify the Company in writing
of the institution of such Proceeding and the Company shall assume the defense
of such Proceeding, including the employment of counsel reasonably satisfactory
to such indemnified party and payment of all fees and expenses; provided,
however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to any Underwriter or any
such person or otherwise, unless, and only to the extent that, such omission
results in the forfeiture of substantive rights or defenses by the indemnifying
party. The Underwriter or such person shall have the right to employ its or
their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of such Underwriter or of such person unless the
employment of such counsel shall have been authorized in writing by the Company
in connection with the defense of such Proceeding or the Company shall not have,
within a reasonable period of time in light of the circumstances, employed
counsel to have charge of the defense of such Proceeding or such indemnified
party or parties shall have reasonably concluded, based on the advice of
counsel, that there may be defenses available to it or them which are different
from, additional to or in conflict with those available to the Company (in which
case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which
events such fees and expenses shall be borne by the Company and paid as incurred
(it being understood, however, that the Company shall not be liable for the
expenses of more than one separate counsel (in addition to any local counsel)
admitted to practice in such jurisdiction in any one


                                      -18-



Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such Proceeding). The
Company shall not be liable for any settlement of any Proceeding effected
without its written consent but if settled with the written consent of the
Company, the Company agrees to indemnify and hold harmless any Underwriter and
any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the indemnifying party agrees that it shall be
liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 business days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have fully reimbursed the indemnified party in accordance with
such request prior to the date of such settlement and (iii) such indemnified
party shall have given the indemnifying party at least 30 days' prior notice of
its intention to settle. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened Proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such indemnified party.

            (b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Company, its directors and officers, and any person who controls
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, and the successors and assigns of all of the foregoing persons,
from and against any loss, damage, expense, liability or claim (including the
reasonable cost of investigation) which, jointly or severally, the Company or
any such person may incur under the Act, the Exchange Act, the common law or
otherwise, insofar as such loss, damage, expense, liability or claim arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in and in conformity with information concerning such
Underwriter furnished in writing by such Underwriter to the Company expressly
for use in the Registration Statement (or in the Registration Statement as
amended by any post-effective amendment thereof by the Company) or in a
Prospectus, or arises out of or is based upon any omission or alleged omission
to state a material fact in connection with such information required to be
stated in such Registration Statement or such Prospectus or necessary to make
such information not misleading.

            If any Proceeding is brought against the Company or any such person
in respect of which indemnity may be sought against any Underwriter pursuant to
the foregoing paragraph, the Company or such person shall promptly notify such
Underwriter in writing of the institution of such Proceeding and such
Underwriter shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses; provided, however, that the omission to so
notify such Underwriter shall not relieve such Underwriter from any liability
which such Underwriter may have to the Company or any such person or otherwise,
unless, and only to the extent that, such omission results in the forfeiture of
substantive rights or defenses by the indemnifying party. The Company or such
person


                                      -19-



shall have the right to employ its own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of the Company or such
person unless the employment of such counsel shall have been authorized in
writing by such Underwriter in connection with the defense of such Proceeding or
such Underwriter shall not have, within a reasonable period of time in light of
the circumstances, employed counsel to defend such Proceeding or such
indemnified party or parties shall have reasonably concluded, based on the
advice of counsel, that there may be defenses available to it or them which are
different from or additional to or in conflict with those available to such
Underwriter (in which case such Underwriter shall not have the right to direct
the defense of such Proceeding on behalf of the indemnified party or parties,
but such Underwriter may employ counsel and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Underwriter), in any of which events such fees and expenses shall be borne by
such Underwriter and paid as incurred (it being understood, however, that such
Underwriter shall not be liable for the expenses of more than one separate
counsel (in addition to any local counsel) admitted to practice in such
jurisdiction in any one Proceeding or series of related Proceedings in the same
jurisdiction representing the indemnified parties who are parties to such
Proceeding). No Underwriter shall be liable for any settlement of any such
Proceeding effected without the written consent of such Underwriter but if
settled with the written consent of such Underwriter, such Underwriter agrees to
indemnify and hold harmless the Company and any such person from and against any
loss or liability by reason of such settlement. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 business days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 30 days' prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened Proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such Proceeding.

            (c) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 9 or insufficient to hold an indemnified party harmless in respect of
any losses, damages, expenses, liabilities or claims referred to therein, then
each applicable indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, damages,


                                      -20-



expenses, liabilities or claims, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same respective
proportions as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the Company
and the total underwriting discounts and commissions received by the
Underwriters, bear to the aggregate public offering price of the Shares. The
relative fault of the Company on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, damages, expenses,
liabilities and claims referred to in this subsection shall be deemed to include
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating, preparing to defend or defending any Proceeding.

            (d) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in subsection (c) above. Notwithstanding
the provisions of this Section 9, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Shares
underwritten by such Underwriter and distributed to the public were offered to
the public exceeds the amount of any damage which such Underwriter has otherwise
been required to pay by reason of such untrue statement or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 9 are several in proportion to their respective underwriting commitments
and not joint.

            (e) The indemnity and contribution agreements contained in this
Section 9 and the covenants, warranties and representations of the Company
contained in this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of any Underwriter, its partners,
directors or officers or any person (including each partner, officer or director
of such person) who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, or by or on behalf of the Company,
its directors or officers or any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall
survive any termination of this Agreement or the issuance and delivery of the
Shares. The Company and each Underwriter agree promptly to notify each other of
the commencement of any Proceeding against it and, in the case of the Company,
against any of the Company's officers or directors, as the case may be, in
connection with the issuance and sale of the Shares, or in connection with the
Registration Statement or the Prospectus.

            SECTION 10. Information Furnished by the Underwriters. The
statements set forth in the last paragraph on the cover page of the Prospectus
and the statements set forth in the


                                      -21-



paragraphs 5 and 6 under the caption "Underwriting" in the Prospectus constitute
the only information furnished by or on behalf of the Underwriters as such
information is referred to in Sections 3 and 9 hereof.

            SECTION 11. Notices. Except as otherwise herein provided, all
statements, requests, notices and agreements shall be in writing or by telegram
and, if to the Underwriters, shall be sufficient in all respects if delivered or
sent to UBS Securities LLC, 299 Park Avenue, New York, New York 10171-0026,
Attention: Syndicate Department; and if to the Company, shall be sufficient in
all respects if delivered or sent to the Company at the offices of the Company
at 630 East Foothill Boulevard, San Dimas, California 91773, Attention: Robert
J. Sprowls.

            SECTION 12. Governing Law; Construction. This Agreement and any
claim, counterclaim or dispute of any kind or nature whatsoever arising out of
or in any way relating to this Agreement ("Claim"), directly or indirectly,
shall be governed by, and construed in accordance with, the laws of the State of
New York. The Section headings in this Agreement have been inserted as a matter
of convenience of reference and are not a part of this Agreement.

            SECTION 13. Submission to Jurisdiction. Except as set forth below,
no Claim may be commenced, prosecuted or continued in any court other than the
courts of the State of New York located in the City and County of New York or in
the United States District Court for the Southern District of New York, which
courts shall have jurisdiction over the adjudication of such matters, and the
Company consents to the jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service
and venue in any court in which any Claim arising out of or in any way relating
to this Agreement is brought by any third party against any Underwriter or any
indemnified party. Each of the Underwriters and the Company (on its behalf and,
to the extent permitted by applicable law, on behalf of its shareholders and
affiliates) waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement. The Company agrees that a final judgment
in any such action, proceeding or counterclaim brought in any such court shall
be conclusive and binding upon the Company and may be enforced in any other
courts to the jurisdiction of which the Company is or may be subject, by suit
upon such judgment.

            SECTION 14. Parties at Interest. The Agreement herein set forth has
been and is made solely for the benefit of the Underwriters and the Company and
to the extent provided in Section 9 hereof the controlling persons, directors
and officers referred to in such section, and their respective successors,
assigns, heirs, personal representatives and executors and administrators. No
other person, partnership, association or corporation (including a purchaser, as
such purchaser, from any of the Underwriters) shall acquire or have any right
under or by virtue of this Agreement.

            SECTION 15. Counterparts. This Agreement may be signed by the
parties in one or more counterparts which together shall constitute one and the
same agreement among the parties.


                                      -22-



            SECTION 16. Successors and Assigns. This Agreement shall be binding
upon the Underwriters and the Company and their successors and assigns and any
successor or assign of any substantial portion of the Company's and any of the
Underwriters' respective businesses and/or assets.

            SECTION 17. Miscellaneous. UBS, an indirect, wholly owned subsidiary
of UBS AG, is not a bank and is separate from any affiliated bank, including any
U.S. branch or agency of UBS AG. Because UBS is a separately incorporated
entity, it is solely responsible for its own contractual obligations and
commitments, including obligations with respect to sales and purchases of
securities. Securities sold, offered or recommended by UBS are not deposits, are
not insured by the Federal Deposit Insurance Corporation, are not guaranteed by
a branch or agency, and are not otherwise an obligation or responsibility of a
branch or agency.


                                      -23-



                                                                    Exhibit 1.01


            If the foregoing correctly sets forth your understanding of our
agreement, please so indicate in the space provided below for the purpose,
whereupon this agreement and your acceptance shall constitute a binding
agreement among the Company and the Underwriters, severally.


                              Very truly yours,

                              AMERICAN STATES WATER COMPANY

                              By:  /s/ Floyd E. Wicks
                                   ---------------------------------
                                   Name:  Floyd E. Wicks
                                   Title: President and Chief Executive Officer



                    Signature Page to Underwriting Agreement




                                                                    Exhibit 1.01


Accepted and agreed to as of the
date first above written,


UBS SECURITIES LLC

By:   /s/ Brian Sivy
      --------------------------------------------
      Name:   Brian Sivy
      Title:  Director

By:   /s/ Dimple Shah
      --------------------------------------------
      Name:   Dimple Shah
      Title:  Associate Director


                    Signature Page to Underwriting Agreement




                                                                    Exhibit 1.01


EDWARD D. JONES & CO., L.P.



By:   /s/ James A. Krekeler
      --------------------------------------------
      Name:   James A. Krekeler
      Title:  Principal


                    Signature Page to Underwriting Agreement




                                                                    Exhibit 1.01


                                   SCHEDULE A



                                                                  Number of
Underwriter                                                       Firm Shares
- -----------                                                       -----------
                                                               
UBS SECURITIES LLC............................................      980,000
EDWARD D. JONES & CO., L.P. ..................................      420,000
                                                                  ---------
           Total..............................................    1,400,000
                                                                  =========





                                                                       EXHIBIT A

                                                             September [ ], 2004


UBS Securities LLC
Edward D. Jones & Co., L.P.
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

            This Lock-Up Letter Agreement is being delivered to you in
connection with the proposed Underwriting Agreement (the "Underwriting
Agreement") to be entered into by American States Water Company, a California
corporation (the "Company"), and the Underwriters named therein (the
"Underwriters"), with respect to the public offering (the "Offering") of common
shares, no par value, of the Company (the "Common Shares").

            In order to induce you to enter into the Underwriting Agreement, the
undersigned agrees that for a period of 90 days after the date of the final
prospectus relating to the Offering the undersigned will not, without the prior
written consent of the Underwriters, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or file (or participate in
the filing of) a registration statement with the Securities and Exchange
Commission (the "Commission") in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder with
respect to, any Common Shares of the Company or any securities convertible into
or exercisable or exchangeable for Common Shares, or warrants or other rights to
purchase Common Shares, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of Common Shares or any securities convertible into or exercisable or
exchangeable for Common Shares, or warrants or other rights to purchase Common
Shares, whether any such transaction is to be settled by delivery of Common
Shares or such other securities, in cash or otherwise, or (iii) publicly
announce an intention to effect any transaction specified in clause (i) or (ii).
The foregoing sentence shall not apply to (a) the registration of or sale to the
Underwriter of any Common Shares pursuant to the Offering and the Underwriting
Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing
with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement
and confirm that he, she or it has been in compliance with the terms of this
Lock-Up Letter Agreement since the date hereof or (c) dispositions to any trust
for the direct or indirect benefit of the undersigned and/or the immediate
family of the undersigned, provided that such trust agrees in writing with the
Underwriter



to be bound by the terms of this Lock-Up Letter Agreement and confirms that it
has been in compliance with the terms of this Lock-Up Letter Agreement since the
date hereof.

            In addition, the undersigned hereby waives any rights the
undersigned may have to require registration of Common Shares in connection with
the filing of a registration statement relating to the Offering. The undersigned
further agrees that, for a period of 90 days after the date of the final
prospectus relating to the Offering, the undersigned will not, without the prior
written consent of the Underwriter, make any demand for, or exercise any right
with respect to, the registration of Common Shares of the Company or any
securities convertible into or exercisable or exchangeable for Common Shares, or
warrants or other rights to purchase Common Shares.

            If (i) during the period that begins on the date that is 15 calendar
days plus 3 business days before the last day of the 90-day restricted period
and ends on the last day of the 90-day restricted period, the Company issues an
earnings release or material news or a material event relating to the Company
occurs or (ii) prior to the expiration of the 90-day restricted period, the
Company announces that it will release earnings results during the 16-day period
beginning on the last day of the 90-day period, the restrictions imposed by this
letter shall continue to apply until the expiration of the date that is 15
calendar days plus 3 business days after the date on which the issuance of the
earnings release or the material news or material event occurs.

            If (i) the Company notifies you in writing that it does not intend
to proceed with the Offering, (ii) the registration statement filed with the
Securities and Exchange Commission with respect to the Offering is withdrawn or
(iii) for any reason the Underwriting Agreement shall be terminated prior to the
time of purchase (as defined in the Underwriting Agreement), this Lock-Up Letter
Agreement shall be terminated and the undersigned shall be released from his
obligations hereunder.


                                               Yours very truly,


                                               ________________________________
                                               Name:


                                      -2-



                                                                       EXHIBIT B

                              OFFICERS' CERTIFICATE

            We, Floyd E. Wicks, President and Chief Executive Officer of
American States Water Company, a California corporation (the "Company"), and
Robert J. Sprowls, Senior Vice President and Chief Financial Officer, Corporate
Secretary and Treasurer of the Company, pursuant to Section 6(h) of the
Underwriting Agreement, dated as of September 22, 2004 (the "Underwriting
Agreement"), between the Company and UBS Securities LLC and Edward D. Jones &
Co., L.P. (the "Underwriters"), do hereby certify, in our capacities listed
above that:

            (i) We have reviewed the Registration Statement and the Prospectus.

            (ii) The representations and warranties of the Company as set forth
      in the Underwriting Agreement are true and correct as of the time of
      purchase and, if applicable, the additional time of purchase.

            (iii) The Company has performed all of its obligations under the
      Underwriting Agreement as are to be performed at or before the time of
      purchase and at or before the additional time of purchase, as the case may
      be.

            (iv) The conditions set forth in paragraphs (e) and (f) of Section 6
      of the Underwriting Agreement have been met.

            Capitalized terms used but not defined herein shall have the meaning
assigned to them in the Underwriting Agreement.

            IN WITNESS WHEREOF, I have hereunto signed my name this 28th day of
September, 2004.


                                  By:  _______________________________
                                       Name:   Floyd E. Wicks
                                       Title:  President and Chief
                                               Executive Officer

                                  By:  _______________________________
                                       Name:   Robert J. Sprowls
                                       Title:  Senior Vice President,
                                               Chief Financial Officer,
                                               Corporate Secretary and Treasurer

                                                                    Exhibit 5.01

                      [Letterhead of O'Melveny & Myers LLP]


September 22, 2004
American States Water Company
630 East Foothill Boulevard
San Dimas, California 91773                                      OUR FILE NUMBER
                                                                     020,630-029


            RE:     ISSUANCE OF COMMON SHARES


Ladies and Gentlemen:

      We have acted as your counsel in connection with (i) the registration
statement on Form S-3 (the "Initial Registration Statement") filed by American
States Water Company (the "Company") with the Securities and Exchange Commission
on December 3, 1998, as amended by Amendment No. 1 filed on July 13, 2000, in
connection with the registration of up to $60,000,000 of debt securities, common
shares, new preferred shares and depository shares; (ii) the new shelf
registration statement (the "Registration Statement") filed by the Company
pursuant to Rule 462(b) under the Securities Act of 1933 in an aggregate amount
of $12,000,000; (iii) the Prospectus dated December 22, 2003 (the "Prospectus");
and (iv) the Prospectus Supplement dated September 22, 2004 (the "Prospectus
Supplement"), with respect to the issuance and sale of an aggregate of 1,400,000
shares (the "Firm Shares") of Common Shares, no par value (the "Common Stock")
and the grant of an option to purchase up to an additional 210,000 shares of
Common Stock (the "Additional Shares" and, together with the Firm Shares, the
"Shares"). We are familiar with the proceedings taken and proposed to be taken
by the Company in connection with the authorization, registration, issuance and
sale of the Shares.

      The Shares have been duly authorized by all necessary corporate action on
the part of the Company and, upon the issuance and sale thereof in the manner
referenced in the Prospectus and Prospectus Supplement and the countersigning of
the certificate representing the Common Stock by a duly authorized signatory of
the registrar of the Shares, the Shares will be validly issued, fully paid and
non-assessable.

      We consent to (i) the inclusion of this opinion in the Current Report on
Form 8-K dated September 22, 2004, which is incorporated by reference in the
Registration Statement, Prospectus and Prospectus Supplement, (ii) the reference
to our firm in the Prospectus contained under the heading "Legal Matters" and
(iii) the reference to our firm in the Prospectus Supplement contained under the
heading "Validity of Common Shares".

                                         Respectfully submitted,

                                         /s/ O'Melveny & Myers LLP