Exhibit 10.2


                          FOURTH AMENDMENT TO
                        SAN JOSE WATER COMPANY
                EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                        (Restated May 1, 2003)



          Exhibit A to San Jose Water Company's Executive
Supplemental Retirement Plan is amended to add paragraph (h)
which shall read in full as follows:

          (h) When George Belhumeur retires, the benefit to
           which he is entitled under Section 3.1 and 3.2 of the
           Plan shall be determined by increasing his Final
           Average Compensation (as defined in Section I.17) by
           the dollar amount obtained by dividing the accrued
           vacation and termination payments made to him in
           connection with his retirement by 36; provided,
           however that in determining his normal retirement
           benefit under Section 3.1 or his early retirement
           benefit under Section 3.2, his Accrued Benefit shall
           in no event be less than his Accrued Benefit as of
           February 28, 2004.



Dated:  October 27, 2005