**Exhibit 10.2**

SOUTHERN CALIFORNIA WATER COMPANYPENSION RESTORATION PLAN

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TABLE OF CONTENTS
|             | ** ** | ** **                                     | ** ** | **Page** | ** ** |
|-------------|------------|------------------------------------------------|------------|----------|------------|
| ARTICLE I   |       | 1                                              |       |
|        |       | 1.1 - Title                                    |       | 1        |       |
|        |       | 1.2 - Purpose                                  |       | 1        |       |
|        |       | 1.3 - Definitions                              |       | 2        |       |
| ARTICLE II  |       | 3                                              |       |
|        |       | 2.1 - Eligibility  Requirements                |       | 3        |       |
| ARTICLE III |       | 3                                              |       |
|        |       | 3.1 - Payment                                  |       | 3        |       |
| ARTICLE IV  |       | 3                                              |       |
|        |       | 4.1 - Retirement  Benefit                      |       | 3        |       |
|        |       | 4.2 - Benefit  Limitation                      |       | 4        |       |
|        |       | 4.3 - Payment of  Retirement Benefits          |       | 4        |       |
|        |       | 4.4 - Small Benefit                            |       | 5        |       |
|        |       | 4.5 - Forfeiture of  Benefits                  |       | 5        |       |
|        |       | 4.6 - Spouse  Pre-Retirement Death Benefit     |       | 5        |       |
| ARTICLE V   |       | 6                                              |       |
|        |       | 5.1 - Committee                                |       | 6        |       |
|        |       | 5.2 - Agents                                   |       | 7        |       |
|        |       | 5.3 - Binding Effect  of Decisions             |       | 7        |       |
|        |       | 5.4 - Indemnity                                |       | 7        |       |
|        |       | 5.5 - Claim  Procedure                         |       | 8        |       |
| ARTICLE VI  |       | 8                                              |       |
|        |       | 6.1 - Amendments and  Termination              |       | 8        |       |
|        |       | 6.2 - Protection of  Accrued Benefits          |       | 8        |       |
| ARTICLE VII |       | 9                                              |       |
|        |       | 7.1 - Unfunded Plan                            |       | 9        |       |
|        |       | 7.2 - Unsecured  General Creditor              |       | 9        |       |
|        |       | 7.3 - Trust Fund                               |       | 10       |       |
|        |       | 7.4 - Nonassignability                         |       | 10       |       |
|        |       | 7.5 - Limitation on  Participants’ Rights |       | 10       |       |
|        |       | 7.6 - Participants  Bound                      |       | 11       |       |
|        |       | 7.7 - Receipt and  Release                     |       | 11       |       |
|        |       | 7.8 - Federal Law  Governs                     |       | 11       |       |
|        |       | 7.9 - Headings and Subheadings                 |       | 12       |       |
|        |       | 7.10-Successors and Assigns                    |       | 12       |       |

 

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SOUTHERN CALIFORNIA WATER COMPANY

PENSION RESTORATION PLAN

THIS PLAN is adopted, effective the 1st day ofJanuary, 1997, by SOUTHERN CALIFORNIA WATER COMPANY, a California corporation (“Company”),and evidences the terms of a Pension Restoration Plan for certain executives.

W I T N E S S E T H

ARTICLE I

TITLE, PURPOSE AND DEFINITIONS

1.1 - Title.

Thisplan shall be known as the “Southern California Water Company PensionRestoration Plan.”

1.2 - Purpose.

The purpose of this Plan is to supplement retirement benefitspayable to certain participants in the Southern California Water CompanyPension Plan, as amended and in effect from time to time (“Pension Plan”) bymaking up benefits which are reduced by virtue of Sections 401(a)(17) or 415 ofthe Internal Revenue Code of 1986.  Nopayment shall be made under this Plan which duplicates a benefit payable underany other deferred compensation plan or employment agreement of the Company.

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1.3 - Definitions.

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

“Company” means Southern California Water Company orany successor corporation by merger, consolidation, or otherwise.

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

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

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

“Plan” means the Southern California Water CompanyPension Restoration Plan as set forth in this Agreement and all subsequentamendments hereto.

“PlanYear” means the calendar year.

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ARTICLE II

PARTICIPATION

2.1 - Eligibility Requirements.

An Employee who is an Eligible Employee shall become aParticipant on the later of the date he or she becomes vested under the PensionPlan or becomes an Eligible Employee.

ARTICLE III

PAYMENT OF BENEFITS

3.1 - Payment.

There shall be no funding of any benefit which maybecome payable hereunder.  The Companymay, but is not obligated to, invest in any assets or in life insurancepolicies which it deems desirable to provide assets for payments under thisPlan but all such assets or life insurance policies shall remain the generalassets of the Company.  In connectionwith any such investments and as a condition of further participation in thisPlan, Participants shall execute any documentation reasonably requested by theCompany.

ARTICLE IV

RETIREMENTBENEFITS

4.1 - RetirementBenefit.

Subject to Section4.3, a Participant’s retirement benefit under this Plan shall equal the excessof A over B where:

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A equals the Participant’s vested retirement benefitunder the Pension Plan, commencing on the date benefits commence under thePension Plan, and payable in form of benefit elected by the Participant (andspouse, if applicable) under the Pension Plan, calculated by ignoring Sections401(a)(17) and 415 of the Code (and the Pension Plan provisions implementingthose Code sections), and

B equals the vested retirement benefit actuallypayable under the Pension Plan, commencing on the date benefits commence underthe Pension Plan, and payable in form of benefit elected by the Participant(and spouse, if applicable) under the Pension Plan.

4.2 - BenefitLimitation.

Notwithstanding any other provisions of the Plan, inthe event that any benefit provided under this agreement would, in the opinionof counsel for the Company, not be deductible in whole or in part in thecalculation of the federal income tax of the Company by reason of Section 280Gof the Internal Revenue Code of 1986 (the “Code”), the aggregate benefits providedhereunder shall be reduced so that no portion of any amount which is paid tothe Participant or Beneficiary is not deductible for tax purposes by reason ofSection 280G of the Code.

4.3 - Paymentof Retirement Benefits.

Upon a Participant’s commencement of benefits underthe Pension Plan, the Employer shall commence to pay to such retiredParticipant (or beneficiary, if applicable, after the Participant’s death) themonthly retirement benefit to which the Participant is entitled under 

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this Plan, commencing on the date benefits commenceunder the Pension Plan, and payable in form of benefit elected by theParticipant (and spouse, if applicable) under the Pension Plan.  No benefits shall be payable under this Planwhile the Participant is an Employee.

4.4 - SmallBenefit.

Notwithstanding any other provision or provisions ofthis Plan to the contrary, if any benefit hereunder is for an amount of lessthan fifty dollars per month, such benefit shall instead be paid in a lump sumwhich is the Actuarial Equivalent of such monthly benefit.

4.5 - Forfeitureof Benefits.

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

4.6 - Spouse Pre-Retirement Death Benefit.

If a Participant’s spouse is entitled to apre-retirement death benefit under Section 4.12 of the Pension Plan, themonthly benefit, if any, payable upon the death of a Participant to theParticipant’s spouse, commencing upon the date that monthly benefits to suchspouse commence under Section 4.12 of the Pension Plan and payable for theperiod such benefit is payable under the Pension Plan, shall be equal to theexcess, if any, of:

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(a)           Themonthly death benefit determined in accordance with Section 4.12 of the PensionPlan, calculated by ignoring Sections 401(a)(17) and 415 of the Code (and thePension Plan provisions implementing those Code sections),

over

(b)           Theamount of the monthly spouse death benefit payable to the Participant’s spousepursuant to Section 4.12 of the Pension Plan.

No benefits underthis Section 4.7 shall be paid if the benefits payable pursuant to any otherprovisions of this Article IV have already commenced.

ARTICLE V

COMMITTEE

5.1 - Committee.

This Plan shall be administered by the Committee.  The Committee shall have the authority to(i) make, amend, interpret, and enforce all appropriate rules andregulations for the administration of this Plan and (ii) decide or resolveany and all questions, including interpretations and constructions of this Planas may arise in connection with the Plan. The Committee shall also have all rights and duties set forth in Section6.3 of the Pension Plan.  The Committeeshall have full discretion to construe and interpret the terms and provisionsof this Plan.  The Committee members maybe Participants under this Plan.

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5.2 - Agents.

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

5.3 - BindingEffect of Decisions.

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

5.4 - Indemnity.

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

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5.5 - ClaimProcedure.

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

ARTICLE VI

AMENDMENT AND TERMINATION

6.1 - Amendmentsand Termination.

The Company shall have the right to amend this Plan(and to amend or cancel any amendments) from time to time by resolution of theBoard of Directors.  Such amendment shallbe stated in an instrument in writing, executed by the Company in the samemanner as this Plan.  The Company alsoreserves the right to terminate this Plan at any time by resolution of theBoard of Directors.

6.2 - Protectionof Accrued Benefits.

ThisPlan is strictly a voluntary undertaking on the part of the Company and shallnot be deemed to constitute a contract between the Company and any EligibleEmployee (or any other employee) or a consideration for, or an inducement orcondition of employment for the performance of services by any EligibleEmployee or employee.  Although theCompany reserves the right to amend or terminate this Plan at any time and,subject at all times to the provisions of Section 4.3, no such amendment ortermination shall result in the forfeiture of benefits accrued pursuant to thisPlan as of the date of termination.  Thebenefits accrued at that time shall be the lesser of (1) the 

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benefit that wouldbe payable if the Participant terminated employment on the date of termination,or (2) the benefit that would be payable at actual retirement under thePension Plan (or death, if earlier) if this Plan were terminated.

ARTICLE VII

MISCELLANEOUS

7.1 - UnfundedPlan.

All benefits due under this Plan to a Participantshall be paid by the Employer that employed that Participant.  This Plan is intended to be an unfunded planmaintained primarily to provide deferred compensation benefits for a selectgroup of “management or highly compensated employees” within the meaning ofSection 201, 301 and 401 of the Employee Retirement Income Security Act of1974, as amended (“ERISA”), and therefore to be exempt from the provisions ofParts 2, 3 and 4 of Title I of ERISA.

7.2 - UnsecuredGeneral Creditor.

In the event of an Employer’s insolvency, Participantsand their Beneficiaries, heirs, successors and assigns shall have no legal orequitable rights, interest or claims in any property or assets of Employer, norshall they be beneficiaries of, or have any rights, claims or interest in anylife insurance policies, annuity contracts or the proceeds therefrom owned orwhich may be acquired by Employer.  Inthat event, any and all of Employer’s assets and policies shall be, and remain,unrestricted by the provisions of this Plan. An Employer’s obligation under the Plan shall be that of an unfunded andunsecured promise of Employer to pay money in the future.

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7.3 - TrustFund.

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

7.4 - Nonassignability.

None of the benefits, payments, proceeds or claims ofany Participant or Beneficiary shall be subject to any claim of any creditorand, in particular, the same shall not be subject to attachment or garnishmentor other legal process by any creditor, nor shall any Participant orBeneficiary have any right to alienate, anticipate, commute, pledge, encumberor assign any of the benefits or payments or proceeds which he may expect toreceive, contingently or otherwise, under this agreement.

7.5 - Limitation on Participants’ Rights.

Participation in this Plan shall not give any EligibleEmployee the right to be retained in the Employer’s employ or any right orinterest in the Plan other than as herein 

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provided.  TheEmployer reserves the right to dismiss any Eligible Employee without anyliability for any claim against the Employer, except to the extent providedherein.

7.6 - ParticipantsBound.

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

7.7 - Receiptand Release.

Any payment to any Participant or Beneficiary inaccordance with the provisions of this Plan shall, to the extent thereof, be infull satisfaction of all claims against the Employer and the Committee, and theCommittee may require such Participant or Beneficiary, as a condition precedentto such payment, to execute a receipt and release to such effect.  If any Participant or Beneficiary isdetermined by the Committee to be incompetent by reason of physical or mentaldisability (including minority) to give a valid receipt and release, theCommittee may cause the payment or payments becoming due to such person to bemade to another person for his or her benefit without responsibility on thepart of the Committee or the Company to follow the application of such funds.

7.8 - Federal Law Governs.

This Plan shall be construed, administered, andgoverned in all respects under federal law (except as otherwise provided bySection 5.4), and to the extent that federal law is inapplicable, under thelaws of the State of California, provided, however, that if any provision issusceptible to more than one interpretation, such interpretation shall be giventhereto as 

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consistent with this Plan being an unfunded plandescribed in Section 7.1.  If anyprovision shall be held by a court of competent jurisdiction to be invalid orunenforceable, the remaining provisions hereof shall continue to be fullyeffective.

7.9 - Headingsand Subheadings.

Headings and subheadings in this agreement are insertedfor convenience of records only and are not to be considered in theconstruction of the provisions hereof.

7.10 -  Successors and Assigns.

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

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**FIRSTAMENDMENT****TO THE****SOUTHERN CALIFORNIA WATER COMPANY****PENSION RESTORATION PLAN**

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

**FIRST**:                   Withrespect to Participants who retire on or after November 1, 2005, Section4.1 is amended in its entirety to provide as follows:

“4.1 — Retirement Benefit.

Subject to Section 4.3, a Participant’s retirementbenefit under this Plan shall equal the excess of A over B where:

A equals the Participant’s vested retirement benefitunder the Pension Plan, commencing on the date benefits commence under thePension Plan, and payable in the form of benefit elected by the Participant(and spouse, if applicable) under the Pension Plan, calculated by ignoringSection 401(a)(17) and 415 of the Code (and the Pension Plan provisionsimplementing those Code Sections) and including in the definition of “Compensation”payments made to a Participant pursuant to any “cash pay” annual performance incentiveplan of the Company (other than any extraordinary bonus, including any holiday,year end, anniversary or signing bonus) and dividend equivalents paid in cashto the Participant in connection with awards granted prior to 2006 under anequity incentive plan of the Company**,**and

B equals the vested retirement benefit actuallypayable under the Pension Plan, commencing on the date benefits commence underthe Pension Plan, and payable in the form of benefit elected by the Participant(and spouse, if applicable) under the Pension Plan.”

**SECOND**:              With respect to Participants whodie on or after November 1, 2005, Section 4.6 is amended in its entiretyto provide as follows:

“4.6 — Spouse Pre-Retirement Death Benefit.

If a Participant’s spouse is entitled to apre-retirement death benefit under Section 4.12 of the Pension Plan, themonthly benefit, if any, payable upon the death of a Participant to theParticipant’s spouse, commencing upon the date that monthly benefits to suchspouse commence under Section 4.12 of the Pension Plan and payable for theperiod of such benefit is payable under the Pension Plan, shall be equal to theexcess, if any, of:

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(a)           Themonthly death benefit determined in accordance with Section 4.12 of the PensionPlan, calculated by ignoring Section 401(a)(17) and 415 of the Code (and thePension Plan provisions implementing those Code sections) and including in thedefinition of “Compensation” payments made to a Participant pursuant to any “cashpay” annual performance incentive plan of the Company (other than anyextraordinary bonus, including any holiday, year end, anniversary or signingbonus) and dividend equivalents paid in cash to the Participant in connectionwith awards granted under an equity incentive plan of the Company,

over

(b)           The amount of monthly spouse deathbenefit payable to the Participant’s spouse pursuant to Section 4.12 of thePension Plan.”
|                          | Golden State Water Company            |
|--------------------------|---------------------------------------|
|                     |                                  |
|                     |                                  |
| Dated: November  7, 2005 | /s/ FLOYD E. WICKS                    |   |
|                     | President and Chief Executive Officer |

 

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**SECONDAMENDMENT****TO THE****SOUTHERN CALIFORNIA WATER COMPANY****PENSION RESTORATION PLAN**

Effective as ofthe dates set forth below, the Southern California Water Company PensionRestoration Plan (the “Plan”) is amended to provide that:

**FIRST**:                   EffectiveJuly 31, 2006, the name of the Plan is changed to the Golden State WaterCompany Pension Restoration Plan.

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

“4.1 — Retirement Benefit.

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

(1) equals the Participant’s vested retirement benefitunder the Pension Plan, commencing on the date benefits commence under thePension Plan, and payable in the form of benefit elected by the Participant(and spouse, if applicable) under the Pension Plan, calculated by (i) ignoringSection 401(a)(17) and 415 of the Code (and the Pension Plan provisionsimplementing those Code Sections); (ii) including in the definition of “Compensation”payments made to a Participant pursuant to any “cash pay” annual performanceincentive plan of the Company (other than any extraordinary bonus, includingany holiday, year end, anniversary or signing bonus) and dividend equivalentspaid in cash to the Participant in connection with awards granted prior to 2006under an equity incentive plan of the Company; and (iii) treating “A” inSection 4.2 of the Pension Plan as equaling 2% per year of Credited Service(including partial years) prior to 2006 (or, if later, the date the individualbecomes a Plan Participant) and 3% per year of Credited Service (includingpartial years) after 2005 (or, if later, the date the individual becomes a PlanParticipant) up to a combined maximum of 60% for the total sum.  This modified formula is calculated as 2%times X plus 3% times Y (up to a maximum of 60% for the total sum) minus Zwhere X is the Participant’s years of Credited Service (including partialyears) before 2006 (or, if later, the date the individual becomes a PlanParticipant) and Y is the Participant’s years of Credited Service (includingpartial years) after 2005 (or, if later, the date the individual becomes a PlanParticipant) and Z is the lesser of 1.67% of the Participant’s Old AgeRetirement Benefit (as defined in the Pension Plan) or 1% of Compensation timesthe Participant’s years of Credited Service (including partial years); and

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(2) equals the vested retirement benefit actuallypayable under the Pension Plan, commencing on the date benefits commence underthe Pension Plan, and payable in the form of benefit elected by the Participant(and spouse, if applicable) under the Pension Plan.

Notwithstanding the foregoing, with respect to Participants employed onJanuary 1, 2006, if greater, the amount under (1) above will equal theParticipant’s vested retirement benefit under the Pension Plan, (based on thenormal retirement benefit formula described in Section 4.2 of the PensionPlan) commencing on the date benefits commence under the Pension Plan, andpayable in the form of benefit elected by the Participant (and spouse, ifapplicable) under the Pension Plan, calculated by ignoringSection 401(a)(17) and 415 of the Code (and the Pension Plan provisionsimplementing those Code Sections) and including in the definition of “Compensation”payments made to a Participant pursuant to any “cash pay” annual performanceincentive plan of the Company (other than any extraordinary bonus, includingany holiday, year end, anniversary or signing bonus) and dividend equivalentspaid in cash to the Participant in connection with awards granted prior to 2006under an equity incentive plan of the Company.” 

**THIRD**:                  EffectiveJuly 31, 2006, Section 4.6 is amended in its entirety to provide as follows:

“4.6 — Spouse Pre-Retirement Death Benefit.

If a Participant’s Spouse is entitled to apre-retirement death benefit under Section 4.12 of the Pension Plan, themonthly benefit, if any, payable upon the death of a Participant to theParticipant’s spouse, commencing upon the date that monthly benefits to suchspouse commence under Section 4.12 of the Pension Plan and payable for theperiod of such benefit is payable under the Pension Plan, shall be equal to theexcess, if any, of:

(1)           Themonthly death benefit determined in accordance with Section 4.12 of the PensionPlan, calculated by (i) ignoring Section 401(a)(17) and 415 of the Code (andthe Pension Plan provisions implementing those Code sections); (ii) includingin the definition of “Compensation” payments made to a Participant pursuant toany “cash pay” annual performance incentive plan of the Company (other than anyextraordinary bonus, including any holiday, year end, anniversary or signingbonus) and dividend equivalents paid in cash to the Participant in connectionwith awards granted prior to 2006 under an equity incentive plan of theCompany; and (iii) treating “A” in Section 4.2 of the Pension Plan as equaling2% per year of Credited Service (including partial years) prior to 2006 (or, iflater, the date the individual becomes a Plan Participant) and 3% per year ofCredited Service (including partial years) after 2005 (or, if later, the datethe individual becomes a Plan Participant) up to a combined maximum of 60% forthe total sum.  This modified formula iscalculated as 2% times X plus 3% times 

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Y (up to a maximum of 60% for the total sum) minus Z where X is theParticipant’s years of Credited Service (including partial years) before 2006(or, if later, the date the individual becomes a Plan Participant) and Y is theParticipant’s years of Credited Service (including partial years) after 2005(or, if later, the date the individual becomes a Plan Participant) and Z is thelesser of 1.67% of the Participant’s Old Age Retirement Benefit (as defined inthe Pension Plan) or 1% of Compensation times the Participant’s years ofCredited Service (including partial years),

over

(2)           Theamount of monthly spouse death benefit payable to the Participant’s spousepursuant to Section 4.12 of the Pension Plan.

Notwithstanding the foregoing, with respect toParticipants employed on January 1, 2006, if greater, (1) above will equalthe monthly death benefit determined in accordance with Section 4.12 of thePension Plan, (based on the pre-retirement surviving spouse benefit describedin Section 4.12 of the Pension Plan), calculated by ignoring Section401(a)(17) and 415 of the Code (and the Pension Plan provisions implementingthose Code sections) and including in the definition of “Compensation” paymentsmade to a Participant pursuant to any “cash pay” annual performance incentiveplan of the Company (other than any extraordinary bonus, including any holiday,year end, anniversary or signing bonus) and dividend equivalents paid in cashto the Participant in connection with awards granted prior to 2006 under anequity incentive plan of the Company.”
|        | Golden State Water Company |
|--------|----------------------------|
|   |                       |
|   |                       |
| Dated: |                       |   | By: |   |
|   | Name:                      |   |
|   | Title:                     |   |
|        |                            |  |  |  |  |  |

 

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