EXHIBIT 10.14

                         CALIFORNIA WATER SERVICE GROUP

                            DIRECTORS RETIREMENT PLAN
                        (as amended on February 22, 2006)

This document summarizes the California Water Service Group ("Group") Retirement
Plan  ("Plan")  for  members of the Board of  Directors.  The Plan is  effective
January  1, 1998.  It  replaces  the former  California  Water  Service  Company
Directors Retirement Plan (the "Former Plan"). The Plan is intended to recognize
a director's service commitment to the Group by providing retirement income.

1. The Group  has  established  a  mandatory  retirement  age for  directors.  A
director  must retire no later than the Annual  Meeting that follows the date of
the director's 75th birthday. An employee director must retire as an employee or
a  director  no later  that the  Annual  Meeting  that  follows  the date of the
director's 70th birthday.

2. Any current  non-employee  director  who retires  subsequent  to February 22,
2006,  after serving on the Board for a total of five or more years will receive
a retirement  benefit  equivalent to $22,000 per year. This benefit will be paid
for the  number  of years the  director  served  on the  Board,  up to 10 years.
Retirement  benefit  payments  will be made monthly at the same time as retainer
payments are made to active directors. In December 2005, the Director Retirement
Plan was cancelled for future Directors.

3. The Board reserves the right to adopt resolutions which alter, amend, modify,
or terminate the Plan at any time.  However,  future resolutions may not, in any
way, reduce the benefits to which a director shall have become entitled prior to
adoption of the resolution.

4. In the event of a Director's  death prior to retirement who has served on the
Board for a period of at least five years, the Director's designated beneficiary
will receive  annual  benefits to which the director was  entitled.  The benefit
will be determined under terms of the Plan as if the Director had retired on the
date of his or her death.  Benefit  payments will be made to the  beneficiary in
accordance  with the  provisions  of Paragraph 2. Benefits will be payable for a
period equal to the number of years the Director served on the Board,  including
service on the Board of  California  Water  Service  Company prior to January 1,
1998, up to a maximum of 10 years. Payment of the survivor benefit will commence
the month following the Director's death.

5. In the event of a Director's death following  retirement,  the balance of his
or her  retirement  benefit,  if any,  will be  paid to the  retired  Director's
designated  beneficiary,  or in  accordance  with his or her will or the laws of
descent and distribution.


6. A Director may, from time to time, revoke his or her beneficiary  designation
and file a new beneficiary designation with the Board.

7. Benefits  earned under the former Plan and for which payment had commenced as
of the adoption date of this Plan will  continue to be paid in  accordance  with
provisions of the former plan.

8. This Plan is a  nonqualified,  nonfunded  plan. In the event of bankruptcy of
the Group, the participants will be general creditors of the Group.