EXHIBIT 10.27

Exhibit 10.27

(incorrectly titled "Amendment No. 3 in 10-K for the year ended December 31,
2002)


CALIFORNIA WATER SERVICE COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDMENT NO. 2

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 Board of Directors has amended the Plan to decrease the
number of years required for full vesting in the Plan from 35 years to 15 years;


NOW, THEREFORE, effective as of January 1, 2003, the Plan is hereby
amended as follows:

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
---------------- ----------
5 20.00%
6 24.00
7 28.00
8 32.00
9 36.00
10 40.00
11 44.00
12 48.00
13 52.00
14 56.00
15 60.00




IN WITNESS WHEREOF, to record the adoption of this Amendment No. 2, the
Company has caused it to be executed this 4th day of April , 2003


CALIFORNIA WATER SERVICE COMPANY, A CALIFORNIA CORPORATION

By: /s/ Richard Nye By: /s/ Christine McFarlane
- -------------------------------- --------------------------------------
Richard Nye Christine McFarlane
Title: Vice President, CFO Title: Vice President, Human Resources