EXHIBIT 10.34

Exhibit 10.34


CALIFORNIA WATER SERVICE GROUP
STOCK APPRECIATION RIGHT GRANT NOTICE
EQUITY INCENTIVE PLAN

California Water Service Group (the "Company"), pursuant to its Equity Incentive
Plan (the "Plan"), hereby grants to Participant a stock appreciation right
("SAR") to receive the Appreciation in the value of the number of shares of the
Company's Common Stock set forth below ("Shares"). This SAR is subject to all of
the terms and conditions as set forth herein and in the SAR Agreement, the Plan
and the notice of exercise, all of which are attached hereto and incorporated
herein in their entirety.


Participant:
----------------------------------------------

Date of Grant:
----------------------------------------------

Vesting Commencement Date:
----------------------------------------------

Number of Shares Subject to SAR:
----------------------------------------------

Grant Value per Share:
----------------------------------------------

Expiration Date:

Vesting Schedule: [ ] 100% of the Shares vest ___ years after the Vesting
Commencement Date

[ ] The Shares vest annually over ___ years after the
Vesting Commencement Date

[ ] The Shares vest quarterly over ___ years after the
Vesting Commencement Date

[ ] The Shares vest monthly over ___ years after the
Vesting Commencement Date

[ ] ___% of the Shares vest on the first anniversary of the
Vesting Commencement Date; thereafter, the Shares vest
monthly quarterly annually, over ___ years

Vesting is contingent upon completion of Continuous Service;
annual, quarterly or monthly vesting is at an equal rate over the
vesting period.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the SAR Agreement,
the Plan and the notice of exercise. Participant further acknowledges that as of
the Date of Grant, this Grant Notice, the SAR Agreement, the Plan and the notice
of exercise set forth the entire understanding between Participant and the
Company regarding the SAR regarding the acquisition of stock in the Company and
supersede all prior oral and written agreements on that subject with the
exception of (i) SARs previously granted and delivered to Participant under the
Plan, and (ii) the following agreements only:

OTHER AGREEMENTS: -----------------------------------

-----------------------------------



CALIFORNIA WATER SERVICE GROUP PARTICIPANT:


By:
-------------------------------- --------------------------------
Signature Signature

Title: Date:
-------------------------------- --------------------------------


Date:
------------------------------

ATTACHMENTS: Stock Appreciation Right Agreement, Equity Incentive Plan and
Notice of Exercise