a5822408ex10_2.htm


    Exhibit
10.2

    


    GOLDEN
STATE WATER COMPANY

    PENSION
RESTORATION PLAN

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                                                            TABLE OF CONTENTS

              	 	 	 
	 
      	 	
                Page

              	 
	
                ARTICLE
      I             TITLE,
      PURPOSE AND DEFINITIONS

              	 	 	 
	
                         1.1
      - Title

              	 	 	1	 
	 
      	 	 	 	 
	
                         1.2
      - Purpose

              	 	 	1	 
	 
      	 	 	 	 
	
                         1.3
      - Definitions

              	 	 	1	 
	 
      	 	 	 	 
	
                ARTICLE
      II            PARTICIPATION

              	 	 	 	 
	 
      	 	 	 	 
	
                         2.1
      - Eligibility
      Requirements

              	 	 	2	 
	 
      	 	 	 	 
	
                ARTICLE
      III           PAYMENT
      BENEFITS

              	 	 	 	 
	 
      	 	 	 	 
	
                         3.1
      - Payment

              	 	 	2	 
	 
      	 	 	 	 
	
                ARTICLE
      IV            RETIREMENT
      BENEFITS

              	 	 	 	 
	 
      	 	 	 	 
	
                         4.1
      - Retirement
      Benefit

              	 	 	2	 
	 
      	 	 	 	 
	
                         4.2
      - Benefit
      Limitation

              	 	 	3	 
	 
      	 	 	 	 
	
                         4.3
      - Payment of
      Retirement Benefits

              	 	 	3	 
	 
      	 	 	 	 
	
                         4.4
      - Small
      Benefit

              	 	 	4	 
	 
      	 	 	 	 
	
                         4.5
      - Forfeiture of
      Benefits

              	 	 	4	 
	 
      	 	 	 	 
	
                         4.6
      - Spouse
      Pre-Retirement Death Benefit

              	 	 	4	 
	 
      	 	 	 	 
	
                         4.7
      - Time and Form
      of Spouse Pre-Retirement Death Benefits

              	 	 	5	 
	 
      	 	 	 	 
	
                ARTICLE
      V             COMMITTEE

              	 	 	 	 
	 
      	 	 	 	 
	
                         5.1
      - Committee

              	 	 	5	 
	 
      	 	 	 	 
	
                         5.2
      - Agents

              	 	 	5	 
	 
      	 	 	 	 
	
                         5.3
      - Binding Effect
      of Decisions

              	 	 	6	 
	 
      	 	 	 	 
	
                         5.4
      - Indemnity

              	 	 	6	 
	 
      	 	 	 	 
	
                         5.5
      - Claim
      Procedure

              	 	 	6	 
	 
      	 	 	 	 
	
                ARTICLE
      VI            AMENDMENT
      AND TERMINATION

              	 	 	 	 
	 
      	 	 	 	 
	
                         6.1
      - Amendments and
      Termination

              	 	 	6	 
	 
      	 	 	 	 
	
                         6.2
      - Protection of
      Accrued Benefits

              	 	 	6	 
	 
      	 	 	 	 
	
                ARTICLE
      VII           MISCELLANEOUS

              	 	 	 	 
	 
      	 	 	 	 
	
                         7.1
      - Unfunded
      Plan

              	 	 	7	 
	 
      	 	 	 	 
	
                         7.2
      - Unsecured
      General Creditor

              	 	 	7	 
	 
      	 	 	 	 
	
                         7.3
      - Trust
      Fund

              	 	 	7	 
	 
      	 	 	 	 
	
                         7.4
      - Nonassignability

              	 	 	7	 
	 
      	 	 	 	 
	
                         7.5
      - Limitation on
      Participants' Rights

              	 	 	7	 
	 
      	 	 	 	 
	
                         7.6
      - Participants
      Bound

              	 	 	7	 
	 
      	 	 	 	 
	
                         7.7
      - Receipt and
      Release

              	 	 	8	 
	 
      	 	 	 	 
	
                         7.8
      - Federal Law
      Governs

              	 	 	8	 
	 
      	 	 	 	 
	
                         7.9
      - Headings and
      Subheadings

              	 	 	8	 
	 
      	 	 	 	 
	
                         7.10
      - Successors and
      Assigns

              	 	 	8	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      GOLDEN
STATE WATER COMPANY

      PENSION
RESTORATION PLAN

       

      THIS PLAN,
originally effective the 1st day of January, 1997, is hereby amended and
restated effective December 31, 2008, by Golden State 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.

      


      This plan
shall be known as the “Golden State Water Company Pension Restoration
Plan.”

      


      1.2 -
Purpose.

      


      The
purpose of this Plan is to supplement retirement benefits payable to certain
participants in the Golden State Water Company Pension Plan, as amended and in
effect from time to time (the “Pension Plan”) by making up benefits which are
reduced by virtue of Sections 401(a)(17) or 415 of the Internal Revenue Code of
1986.  No payment shall be made under this Plan which duplicates a
benefit payable under any other deferred compensation plan or employment
agreement of the Company.

      


      1.3 -
Definitions.

      


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

      


      “Actuarial
Equivalent” shall mean an equivalent value compared using the interest rate and
mortality assumptions used under the Pension Plan for purposes of determining
actuarially equivalent benefits.

      


      “Company”
means Golden State Water Company or any successor corporation by merger,
consolidation, or otherwise.

      


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

      


      “Eligible
Employee” means each individual who meets each of the following
requirements:  (1) he or she is an officer of the Employer;
(2) he or she is a participant in the Pension Plan; (3) his or her
Pension Plan benefits are 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 is eligible for participation in this Plan as
specified in Section 2.1.

      


      “Plan”
means the Golden State Water Company Pension Restoration Plan as set forth in
this Agreement and all subsequent amendments hereto.

      


      “Plan
Year” means the calendar year.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      “Separation
from Service” means a Participant’s death, retirement or other termination of
employment from the Employer that constitutes a “separation from service” within
the meaning of Treasury Regulations Section 1.409A-1(h), without regard to the
optional alternative definitions available thereunder.

      


      “Similar
Plan” means a plan required to be aggregated with this Plan under Treasury
Regulations Section 1.409A-1(c)(2)(i)(A).

      


      “Specified
Employee” means a “Specified Employee,” under Section 409A of the Code and the
regulations thereunder, as determined by the Committee.

      


      ARTICLE
II

      PARTICIPATION

      


      2.1 -
Eligibility
Requirements.

      


      An
Employee who is an Eligible Employee shall become a Participant on the later of
the date he or she becomes vested under the Pension Plan or becomes an Eligible
Employee.

      


      ARTICLE
III

      PAYMENT
OF BENEFITS

      


      3.1 -
Payment.

      


      There
shall be no funding of any benefit which may become payable
hereunder.  The Company may, but is not obligated to, invest in any
assets or in life insurance policies which it deems desirable to provide assets
for payments under this Plan but all such assets or life insurance policies
shall remain the general assets of the Company.  In connection with
any such investments and as a condition of further participation in this Plan,
Participants shall execute any documentation reasonably requested by the
Company.

      


      ARTICLE
IV

      RETIREMENT
BENEFITS

      


      4.1 -
Retirement
Benefit.

      


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

      


      (1) equals
the Participant’s vested retirement benefit under the Pension Plan, commencing
on the date set forth in Section 4.3, and payable in the form of benefit elected
by the Participant (and spouse, if applicable) in accordance with
Section 4.3 of this Plan, calculated by (i) ignoring Sections 401(a)(17)
and 415 of the Code (and the Pension Plan provisions implementing those Code
sections); (ii) including in the definition of “Compensation” payments made
to a Participant pursuant to any “cash pay” annual performance incentive plan of
the Company (other than any extraordinary bonus, including any holiday, year
end, anniversary or signing bonus) and dividend equivalents paid in cash to the
Participant in connection with awards granted prior to 2006 under an equity
incentive plan of the Company; and (iii) treating “A” in Section 4.2
of the Pension Plan as equaling 2% per year of Credited Service (including
partial years) prior to 2006 (or, if later, the date the individual becomes a
Plan Participant) and 3% per year of Credited Service (including partial years)
after 2005 (or, if later, the date the individual becomes a Plan Participant) up
to a combined maximum of 60% for the total sum.  This modified formula
is calculated as 2% times X plus 3% times Y (up to a maximum of 60% for the
total sum) minus Z where X is the Participant’s years of Credited Service
(including partial years) before 2006 (or, if later, the date the individual
becomes a Plan Participant) and Y is the Participant’s years of Credited Service
(including partial years) after 2005 (or, if later, the date the individual
becomes a Plan Participant) and Z is the lesser of 1.67% of the Participant’s
Old Age Retirement Benefit (as defined in the Pension Plan) or 1% of
Compensation times the Participant’s years of Credited Service (including
partial years); and

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (2) equals
the vested retirement benefit that would be payable under the Pension Plan if
such benefit began on the date set forth in Section 4.3 and was payable in the
form of benefit elected by the Participant (and spouse, if applicable) under the
Plan.

      


      Notwithstanding
the foregoing, with respect to Participants employed on January 1, 2006, if
greater, the amount under (1) above will equal the Participant’s vested
retirement benefit under the Pension Plan (based on the normal retirement
benefit formula described in Section 4.2 of the Pension Plan), commencing
on the date set forth in Section 4.3, and payable in the form of benefit elected
by the Participant (and spouse, if applicable) in accordance with
Section 4.3 of this Plan, calculated by ignoring Section 401(a)(17)
and 415 of the Code (and the Pension Plan provisions implementing those Code
Sections) and including in the definition of “Compensation” payments made to a
Participant pursuant to any “cash pay” annual performance incentive plan of the
Company (other than any extraordinary bonus, including any holiday, year end,
anniversary or signing bonus) and dividend equivalents paid in cash to the
Participant in connection with awards granted prior to 2006 under an equity
incentive plan of the Company.

      


      4.2 -
Benefit
Limitation.

      


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

      


      4.3 -
Time and Form of
Retirement Benefits.

      


      (A)           Within
60 days following the later of (1) the Participant’s Separation from Service or
(2) the date the Participant attains age 55, the Employer shall commence to pay
to such retired Participant (or beneficiary, if applicable, after the
Participant’s death) the monthly retirement benefit to which the Participant is
entitled under this Plan, and payable in the form of benefit elected by the
Participant (and spouse, if applicable).  No benefits shall be payable
under this Plan before a Participant’s Separation from Service.  An
Eligible Employee who is an active Participant on December 31, 2008 may
elect, on a form prescribed by the Committee, that such Participant’s benefits
under this Plan will begin within 60 days following the later of (1) the
Participant’s Separation from Service or (2) the Participant’s attainment
of an age that is 55 or later or the beginning of a specified year after the
Participant turns age 55.  If such a written election is not submitted
to the Company by December 31, 2008, then such Participant’s benefit shall
begin as specified in the first sentence of this
Section 4.3(A).  A former Eligible Employee who has not started
receiving benefits under the Plan as of December 31, 2008, may elect, on a form
prescribed by the Committee, to begin receiving benefits on the later of (1)
July 1, 2009 or (2) the Participant’s attainment of an age that is 55 or
later or the beginning of a specified year after the Participant turns age
55.  If such a written election is not submitted to the Company by
December 31, 2008, then such Participant’s benefit shall begin on the later of
(1) July 1, 2009 or (2) the Participant’s attainment of age
55.  Notwithstanding the foregoing or anything contained herein to the
contrary, a Participant who is a Specified Employee may not receive any
distribution until six months following the Specified Employee’s Separation from
Service.  In the event any payments that otherwise would have been
made during such six-month period are delayed, all such payments shall be paid
immediately following the expiration of such six-month period plus Interest to
the date of payment, and any subsequent payments shall be made according to the
payment schedule that would have applied absent such six-month
delay.  If a Participant who is a Specified Employee dies after his
Separation from Service but prior to the end of the six-month delay, then any
payments that would have been paid to the Participant prior to his death absent
the delay shall be paid to the Participant’s Beneficiary and the Beneficiary
shall begin receiving any benefit to which the Beneficiary is entitled based
upon the Participant’s form of benefit.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      (B)           If
a Participant is married at the time his benefits under the Plan commence, his
benefit shall be payable in the form of a Qualified Joint and 50% Survivor
Annuity unless he elects, with spousal consent, to receive an Actuarial
Equivalent benefit in one of the following optional forms of
benefit:  (1) Straight Life Annuity, (2) Ten (10) Year
Certain and Life Annuity, (3) Twenty (20) Year Certain and Life Annuity, or
(4) a 100%, 75%, 65-2/3% or 50% Contingent Annuity, each as described in
the Pension Plan.  If a Participant is not married at the time his
benefits under the Plan commence, his benefit shall be payable as a Single Life
Annuity, unless he elects to receive an Actuarial Equivalent benefit in one of
the optional forms of benefit described in this Section 4.3.

      


      4.4 -
Small
Benefit.

      


      Notwithstanding
anything else to the contrary herein, if at any time the sum of the Actuarial
Equivalent values of (a) the benefit under this Plan, and (b) any
benefits credited under any Similar Plan, is equal to or less than the
applicable dollar amount under Section 402(g)(1)(B) of the Code, the
Committee may, in its sole discretion, determine that the Participant (or
Beneficiary, if applicable) entitled to such amounts will receive the entire sum
described in clauses (a) and (b) as a cash lump sum payment as soon as
administratively practicable following the exercise of such discretion (which
shall be evidenced in writing) subject to any delay required by
Section 4.3, regardless of any payment election by the
Participant.

      


      4.5 -
Forfeiture of
Benefits.

      


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

      


      4.6 -
Spouse Pre-Retirement
Death Benefit.

      


      If a
Participant’s spouse is entitled to a pre-retirement death benefit under
Section 4.12 of the Pension Plan, the monthly benefit, if any, payable upon
the death of a Participant to the Participant’s spouse, commencing upon the date
set forth in Section 4.7 and payable for the period such benefit is payable
under the Pension Plan, shall be equal to the excess, if any, of:

      


      (1)           The
monthly death benefit determined in accordance with Section 4.12 of the Pension
Plan, calculated by (i) ignoring Sections 401(a)(17) and 415 of the Code
(and the Pension Plan provisions implementing those Code sections);
(ii) including in the definition of “Compensation” payments made to a
Participant pursuant to any “cash pay” annual performance incentive plan of the
Company (other than any extraordinary bonus, including any holiday, year end,
anniversary or signing bonus) and dividend equivalents paid in cash to the
Participant in connection with awards granted prior to 2006 under an equity
incentive plan of the Company; and (iii) treating “A” in Section 4.2
of the Pension Plan as equaling 2% per year of Credited Service (including
partial years) prior to 2006 (or, if later, the date the individual becomes a
Plan Participant) and 3% per year of Credited Service (including partial years)
after 2005 (or, if later, the date the individual becomes a Plan Participant) up
to a combined maximum of 60% for the total sum.  This modified formula
is calculated as 2% times X plus 3% times Y (up to a maximum of 60% for the
total sum) minus Z where X is the Participant’s years of Credited Service
(including partial years) before 2006 (or, if later, the date the individual
becomes a Plan Participant) and Y is the Participant’s years of Credited Service
(including partial years) after 2005 (or, if later, the date the individual
becomes a Plan Participant) and Z is the lesser of 1.67% of the Participant’s
Old Age Retirement Benefit (as defined in the Pension Plan) or 1% of
Compensation times the Participant’s years of Credited Service (including
partial years),

      


      over

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      (2)           The
amount of the monthly spouse death benefit payable to the Participant’s spouse
pursuant to Section 4.12 of the Pension Plan if the Participant’s spouse were to
begin receiving such monthly spouse death benefit payable under the Pension Plan
on the date set forth in Section 4.7.

      


      Notwithstanding
the foregoing, with respect to Participants employed on January 1, 2006, if
greater, (1) above will equal the monthly death benefit determined in
accordance with Section 4.12 of the Pension Plan (based on the
pre-retirement surviving spouse benefit described in Section 4.12 of the
Pension Plan), calculated by ignoring Section 401(a)(17) and 415 of the
Code (and the Pension Plan provisions implementing those Code sections) and
including in the definition of “Compensation” payments made to a Participant
pursuant to any “cash pay” annual performance incentive plan of the Company
(other than any extraordinary bonus, including any holiday, year end,
anniversary or signing bonus) and dividend equivalents paid in cash to the
Participant in connection with awards granted prior to 2006 under an equity
incentive plan of the Company.

      


      No
benefits under this Section 4.6 shall be paid if the benefits payable pursuant
to any other provisions of this Article IV have already commenced.

      


      4.7 -
Time and Form of
Spouse Pre-Retirement Death Benefits.

      


      Within 60 days following the later of
(1) the Participant’s death or (2) the date the Participant would have
attained age 55, the Employer shall commence to pay to such surviving spouse the
monthly benefit to which the surviving spouse is entitled under this
Plan.  The benefit shall be payable in the form set forth in
Section 4.12 of the Pension Plan.

      


      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
and regulations for the administration of this Plan and (ii) decide or
resolve any and all questions, including interpretations and constructions of
this Plan as may arise in connection with the Plan.  The Committee
shall also have all rights and duties set forth in Section 6.3 of the Pension
Plan.  The Committee shall have full discretion to construe and
interpret the terms and provisions of this Plan.  The Committee
members may be Participants under this Plan.

      


      5.2 -
Agents.

      


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

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


      5.3 -
Binding Effect of
Decisions.

      


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

      


      5.4 -
Indemnity.

      


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

      


      5.5 -
Claim
Procedure.

      


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

      


      ARTICLE
VI

      AMENDMENT
AND TERMINATION

      


      6.1 -
Amendments and
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 the Board of
Directors.  Such amendment shall be stated in an instrument in
writing, executed by the Company in the same manner as this Plan.  The
Company also reserves the right to terminate this Plan at any time by resolution
of the Board of Directors.

      


      6.2 -
Protection of Accrued
Benefits.

      


      This Plan
is strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any Eligible Employee
(or any other employee) or a consideration for, or an inducement or condition of
employment for the performance of services by any Eligible Employee or
employee.  Although the Company 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 or termination shall result in the forfeiture of
benefits accrued pursuant to this Plan as of the date of
termination.  The benefits accrued at that time shall be the lesser of
(1) the benefit that would be payable under this Plan if the Participant
terminated employment on the date of termination, or (2) the benefit that
would be payable under this Plan at actual retirement under the Pension Plan (or
death, if earlier) if this Plan were terminated.  If the Plan is
terminated, the benefits described in the preceding sentence shall be paid when
they would otherwise be paid in accordance with Article
IV.  Notwithstanding the foregoing, the Company may, in its
discretion, decide to distribute the benefits in another fashion to the extent
permitted under Treasury Regulations Section 1.409A-3(j)(4)(ix).

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


      ARTICLE
VII

      MISCELLANEOUS

      


      7.1 -
Unfunded
Plan.

      


      All
benefits due under this Plan to a Participant shall be paid by the Employer that
employed that Participant.  This Plan is intended to be an unfunded
plan maintained primarily to provide deferred compensation benefits for a select
group of “management or highly compensated employees” within the meaning of
Section 201, 301 and 401 of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2,
3 and 4 of Title I of ERISA.

      


      7.2 -
Unsecured General Creditor.

      


      In the
event of an Employer’s insolvency, Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interest or
claims in any property or assets of Employer, nor shall they be beneficiaries
of, or have any rights, claims or interest in any life insurance policies,
annuity contracts or the proceeds therefrom owned or which may be acquired by
Employer.  In that 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 and unsecured promise of Employer to pay money in the
future.

      


      7.3 -
Trust
Fund.

      


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

      


      7.4 -
Nonassignability.

      


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

      


      7.5 -
Limitation on
Participants’ Rights.

      


      Participation
in this Plan shall not give any Eligible Employee the right to be retained in
the Employer’s employ or any right or interest in the Plan other than as herein
provided.  The Employer reserves the right to dismiss any Eligible
Employee without any liability for any claim against the Employer, except to the
extent provided herein.

      


      7.6 -
Participants
Bound.

      


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

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


      7.7 -
Receipt and
Release.

      


      Any
payment to any Participant or Beneficiary in accordance with the provisions of
this Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Employer and the Committee, and the Committee may require such
Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect.  If any Participant or
Beneficiary is determined by the Committee to be incompetent by reason of
physical or mental disability (including minority) to give a valid receipt and
release, the Committee may cause the payment or payments becoming due to such
person to be made to another person for his or her benefit without
responsibility on the part of the Committee or the Company to follow the
application of such funds.

      


      7.8 -
Federal Law
Governs.

      


      This Plan
shall be construed, administered, and governed in all respects under federal law
(except as otherwise provided by Section 5.4), and to the extent that federal
law is inapplicable, under the laws of the State of California, provided,
however, that if any provision is susceptible to more than one interpretation,
such interpretation shall be given thereto as consistent with this Plan being an
unfunded plan described in Section 7.1.  If any provision shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.

      


      7.9 -
Headings and
Subheadings.

      


      Headings
and subheadings in this agreement are inserted for convenience of records only
and are not to be considered in the construction of the provisions
hereof.

      


      7.10
-  Successors and
Assigns.

      


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

      


      IN WITNESS
WHEREOF, the Company has caused these presents to be executed by its duly
authorized officers and the corporate seal to be hereunto affixed this ____ day
of ________________, 2008.

      


      


      


      GOLDEN
STATE WATER COMPANY

      


            
By ________________________________

      


                                                                                                 
By ________________________________

       

      8