EXHIBIT 10.22

Exhibit 10.22

(omitted from previous filings)


CALIFORNIA WATER SERVICE COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDMENT NO. 1



WHEREAS, California Water Service Company (the "Company") maintains the
California Water Service Company Supplemental Executive Retirement Plan (the
"Plan"), for the benefit of a select group of the Company's management and
highly compensated employees;

WHEREAS, the Company wishes to amend the Plan to eliminate the
requirement that officers be designated by the Board of Directors of the Company
(the "Board") in order to participate in the Plan, and to permit employees in
management positions to participate in the Plan subject to their designation as
participants by the Board; and

WHEREAS, the Company further wishes to amend the Plan to increase the
percentages used to calculate normal retirement benefits payable under the Plan.

NOW, THEREFORE, effective as of January 1, 2001, the Plan is hereby
amended as follows:


1. Section 1.16 of the Plan, the definition of "Participant," is
restated in its entirety to read as follows:

1.16 "Participant" shall mean any employee (i) who
is elected as an officer by the Board, or (ii) who
holds a senior management position with an Employer
and who is designated as a "Participant" by the
Board.


2. Section 2.1 of the Plan, entitled "Selection by
Administrative Committee," is restated in its entirety to read as follows:




2.1 Eligibility to Participate. Participation in the Plan
shall be limited to officers of the Employers, and to any employee who
holds a senior management position with an Employer and who is
designated as a "Participant" by the Board.


3. The table in Section 5.1 (a) of the Plan used to determine
participants' "Normal Retirement Benefits" under the Plan is restated to read as
follows:

Years of Service Percentage Years of Service Percentage
---------------- ---------- ---------------- ----------

5 11.25% 20 45.00%
6 13.50 21 46.00
7 15.75 22 47.00
8 18.00 23 48.00
9 20.25 24 49.00
10 22.50 25 50.00
11 24.75 26 51.00
12 27.00 27 52.00
13 29.25 28 53.00
14 31.50 29 54.00
15 33.75 30 55.00
16 36.00 31 56.00
17 38.25 32 57.00
18 40.50 33 58.00
19 42.75 34 59.00
35 or more 60.00


IN WITNESS WHEREOF, to record the adoption of this Amendment No. 1, the
Company has caused it to be executed this 27th day of November, 2001.

CALIFORNIA WATER SERVICE COMPANY, A CALIFORNIA CORPORATION

By: /s/ Gerald F. Feeney By /s/ Christine McFarlane
--------------------------- -----------------------------------
Gerald F. Feeney Christine McFarlane
Title: Vice President, CFO Title: Vice President, Human Resources