EXECUTIVE SEVERANCE PLAN.

EXHIBIT 10.24

California Water Service Group

EXECUTIVE SEVERANCE PLAN
The California Water Service Group Executive Severance Plan (the "Plan") is
hereby adopted as of this 16th day, of December, 1998, by California Water
Service Group ("Group") for the benefit of the Officers (as defined below) of
Group and/or its Affiliates and Associates (as defined below).


W I T N E S S E T H
WHEREAS, the Officers are currently employed by Group and/or its Affiliates or
Associates (collectively referred to as the "Employer"); and

WHEREAS, the Employer wishes to retain the services of the Officers and to
encourage the Officers to remain with the Employer; and

WHEREAS, Group desires to establish the Plan to provide security for the
Officers in connection with the Officers' employment with Employer in the event
of a Change in Control (as defined below) affecting Employer;

NOW, THEREFORE, Employer hereby establishes the Plan as set forth below.


5. DEFINITIONS. For purposes of this Plan:


(a) "Affiliate" or "Associate" shall have the meaning set forth in Rule
12b-2 under the Securities Exchange Act of 1934.


"Beneficiary" shall mean the person or persons whom the Officer shall
designate in writing (on the form attached hereto as Exhibit A) to receive the
benefits provided hereunder in the event of his or her death. Such designation
shall be valid only if it is made on said form, and the Employer receives said
form prior to the Officer's death.


"Change in Control" shall be deemed to take place on the occurrence of any
of the following events:


(1) Any merger or consolidation of the Employer in which the Employer
is not the surviving organization, a majority of the capital
stock of which is not owned by the shareholders of the Employer
immediately prior to such merger or consolidation;


(2) A transfer of all or substantially all of the assets of the
Employer;


(3) Any other corporate reorganization in which there is a change in
ownership of the outstanding shares of the Employer wherein



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thirty percent (30%) or more of the outstanding shares of the
Employer are transferred to any Person;


(4) The acquisition by or transfer to a Person (including all
Affiliates or Associates of such Person) of "beneficial ownership" (as
that term is defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of capital stock of Employer if after such acquisition or
transfer such Person (and their Affiliates or Associates) is entitled
to exercise thirty percent (30%) or more of the outstanding voting
power of all capital stock of Employer entitled to vote in elections
of directors; or


(5) The election to the Board of Directors of Employer of
candidates who were not recommended for election by the Board of
Directors of Employer in office immediately prior to the election, if
such candidates constitute a majority of those elected in that
particular election.


"Good Cause" shall be deemed to exist with respect to an Officer if,
and only if:


(6) The Officer engages in acts or omissions that result in
substantial harm to the business or property of Employer and that
constitute dishonesty, intentional breach of fiduciary obligation or
intentional wrongdoing; or


(7) The Officer is convicted of a criminal violation involving
fraud or dishonesty.


"Good Reason" shall exist with respect to an Officer if and only if,
without the Officer's express written consent:


(8) there is a significant change in the nature or the scope of
the Officer's authority or in his or her overall working environment;


(9) the Officer is assigned duties materially inconsistent with
his or her present duties, responsibilities and status;


(10) there is a reduction in the Officer's rate of base salary or
bonus; or


(11) Employer changes by 100 miles or more the principal location
in which the Officer is required to perform services.


"Officer" shall mean any officer of Employer who has been elected as
such by the Board of Directors of said Employer and was serving as such
upon a Change in Control.


"Person" shall have the meaning as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934.



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"Salary" shall mean the Officer's annual base salary rate at the greater of
(1) the date of the Change in Control, or (2) the date the Officer's employment
with the Employer terminates.


6. BENEFITS UPON TERMINATION OF EMPLOYMENT.


(a) If, at any time within twenty-four (24) months after a Change in
Control occurs (i) the employment of an Officer with his or her
Employer terminates for any reason other than Good Cause, or (ii) the
Officer terminates his or her employment with Employer for Good
Reason, Employer shall pay Officer a benefit equal to three (3) years'
Salary (less any customary taxes and withholdings) (the "Change in
Control Benefit"). The Change in Control Benefit shall be paid in
three (3) equal annual installments beginning on the first of the
month following the month in which the Officer's employment terminates
and payable thereafter on the anniversary of said payment date. The
Officer shall be entitled to only one Change in Control Benefit under
the Plan. The Change in Control Benefit will be made only if Officer
executes the Release Agreement (attached hereto as Exhibit B) and will
begin following the expiration of the seven (7) day revocation period
under said Release. No payments will be made under the Plan to Officer
if Officer revokes the Release. In the event that the Officer dies
before receiving the full Change in Control Benefit, his or her
Beneficiary shall be paid the remaining payments as they become due.


(b) If the employment of an Officer with Employer is
terminated by Employer or Officer, other than under circumstances
set forth in subsection 2(a), the Employer shall have no further
obligation with respect to the Officer under this Plan.


(c) This Plan shall have no effect, and Employer shall have
no obligations hereunder, with respect to an Officer whose
employment terminates for any reason at any time other than
within twenty-four (24) months after a Change in Control.


7. NO SOLICITATION OF REPRESENTATIVES AND OFFICERS.

No Officer shall, directly or indirectly, in his or her individual capacity or
otherwise, induce, cause, persuade, or attempt to induce, cause or, persuade,
any representative, agent or employee of Group or any of its Affiliates and
Associates to terminate such person's employment relationship with Group or any
of its Affiliates and Associates, or to violate the terms of any agreement
between said representative, agent or employee and Group or any of its
Affiliates or Associates.


8. CONFIDENTIALITY.

Preservation of a continuing business relationship between Group or its
Affiliates and Associates and their respective customers, representatives, and
employees is of critical



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importance to the continued business success of Group, its Affiliates and
Associates and it is the active policy of Group and its Affiliates and
Associates to guard as confidential certain information not available to the
public relating to the business affairs of Group and its Affiliates and
Associates. In view of the foregoing, no Officer shall, without the prior
written consent of Group disclose to any person or entity any such confidential
information that was obtained by the Officer in the course of his or her
employment by Employer. This section shall not be applicable if and to the
extent the Officer is required to testify in a legislative, judicial or
regulatory proceeding pursuant to an order of Congress, any state or local
legislature, a judge or an administrative law judge or is otherwise required by
law to disclose such information.


9. FORFEITURE.

If an Officer shall at any time violate any obligation under Section 3 or 4 in a
manner that results in material damage to Group or its Affiliates or Associates,
or its business , he or she shall immediately forfeit his or her right to any
benefits under this Plan, and Employer shall thereafter have no further
obligation hereunder to the Officer or his or her Beneficiary or any other
person.


10.OFFICER ASSIGNMENT.

Neither the Officer nor his or her Beneficiary shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber in advance any of the benefits payable hereunder, nor shall
any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony, or separate maintenance owed by the Officer or his or her
Beneficiary, or be transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise.


11.BENEFITS UNFUNDED.

The Plan is intended to be unfunded for purposes of Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code. The Employer's obligation
under this Plan shall be that of an unfunded and unsecured promise by the
Employer to pay money in the future. All distributions under this Plan shall be
paid from the general assets of the Employer. The right of the Officer or any
Beneficiary to receive a distribution under this Plan shall be an unsecured
claim against the general assets of the Employer, and neither the Officer nor
any Beneficiary shall have any rights in or against any assets of the Employer
or Group and its Affiliates and Associates.


12.APPLICABLE LAW.

The Plan and all matters arising under it shall be governed by the laws of the
State of California except to the extent preempted by federal law.


13.NO EMPLOYMENT CONTRACT.

This Plan shall not be deemed to constitute a contract of employment between an
Officer and his or her Employer, nor shall any provision hereof restrict the
right of the Employer to discharge the Officer, or restrict the right of the
Officer to terminate his or her employment.



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14.SEVERABILITY.

In the event any provision of this Plan is held illegal or invalid, the
remaining provisions of this Plan shall not be affected thereby.


15.SUCCESSORS.


The Plan shall be binding upon and inure to the benefit of Group and its
Affiliates and Associates, the Officers and their respective heirs,
representatives and successors. As a condition to any Change in Control, the new
controlling organization or any other person described in Section 1(c) must
agree to assume and to discharge the obligations of the Employer under this
Plan. Upon the occurrence of such event, the term "Employer" as used in Plan
shall be deemed to refer to such new controlling organization or other person.


16.CLAIMS PROCEDURE.

The Employer or its delegatee shall have the power, in its discretion, to
interpret and make all determinations as to rights to benefits under this Plan,
its interpretation or determinations thereof in good faith to be final and
conclusive on the Officer and his or her Beneficiary and shall be subject to
review only to the extent a court concludes that such interpretation or
determinations are arbitrary and capricious.

If a claim for benefits under the Plan is denied in whole or in part, the
claimant will be notified by the Employer or its delegatee within 90 days of the
date the claim is delivered to the Employer, or 180 days if the claimant is told
that additional time is needed. The notification will be written in
understandable language and will state (i) specific reasons for denial of the
claim, (ii) specific references to Plan provisions on which the denial is based,
(iii) a description (if appropriate) of any additional material or information
necessary for the claimant to perfect the claim and why such material or
information is necessary, and (iv) an explanation of the procedure for reviewing
the denied claim. A claim that is not acted upon within 90 days (or 180 days in
the case of an extension) may be deemed by the claimant to have been denied.

Within 60 days after a claim has been denied, or deemed denied, the
claimant or his or her authorized representative may make a request for a review
by submitting to the Employer a written statement (a) requesting a review of the
denial of the claim; (b) setting forth all of the grounds upon which the request
for review is based and any facts in support thereof; and (c) setting forth any
issues or comments which the claimant deems relevant to the claim. The claimant
may review pertinent documents relating to the denial.

The Employer or its delegatee shall make a decision on review within 60 days
after the receipt of the claimant's request for review or receipt of all
additional materials reasonably requested by the Administrator from the
claimant, unless an extension of time for processing a review is required, in
which case the claimant will be notified and a decision will be made within 120
days of receipt of the request for review. The decision will be in writing, and
in understandable language. It will give specific references to the Plan
provisions on which the decision is based. The decision of the Employer or its




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delegatee on review shall be final and conclusive upon all persons except to the
extent it is found by a court to be arbitrary or capricious.


17.AMENDMENT AND TERMINATION.

Group shall have the right to amend this Plan from time to time and may
terminate this Plan at any time; provided that within twenty-four (24) months
following a Change in Control (i) no amendment may be made that diminishes any
Officer's right in the event of a termination of employment, following such
Change in Control, and (ii) the Plan may not be terminated.
This Section 13 may not be amended.


18.TAXES.

It is intended that this Plan shall be a non-qualified deferred compensation
plan and that any right to payments hereunder shall not be treated as taxable
income to the Officer or any Beneficiary prior to distribution thereof. Any
payments made under this Plan shall be made net of any customary employment and
withholding taxes.

In the event that any payment or benefit received or to be received by Officer
in connection with a Change in Control (the Change in Control Payments) would,
in whole or part, be subject to excise tax under Section 4999 of the Internal
Revenue Code (the Excise Tax), the Employer shall pay to Officer an additional
amount (the Gross-Up Payment) such that the net amount retained by Officer,
after deduction of any Excise Tax on the payments under the Plan (without taking
into account the Excise Tax attributable to the other Change in Control
Payments) and any federal, state and local income tax and Excise Tax upon the
payment provided for by this Section 14 shall be equal to the payments under the
Plan; provided that the Gross-Up Payment shall be made to Officer only in the
event that Employer's tax counsel concludes that the Excise Tax would be owed.
For purposes of determining whether any of the Change in Control Payments will
be subject to the Excise Tax, (i) any other payments or benefits received or to
be received by Officer in connection with a Change in Control of the Employer or
the Officer's termination of employment (whether pursuant to the terms of the
Plan or any other plan, arrangement or agreement with the Employer) shall be
treated as parachute payments within the meaning of Section 280G(b)(2) of the
Internal Revenue Code (the Code), and all excess parachute payments within the
meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax,
unless in the opinion of Employer's tax counsel such other payments or benefits
(in whole or in part) do not constitute parachute payments, or such excess
parachute payments (in whole or in part) represent reasonable compensation for
services actually rendered within the meaning of Section 280G(b)(4) of the Code;
(ii) the amount of the Change in Control Payments which shall be treated as
subject to the Excise Tax shall be equal to the lesser of (A) the total amount
of the Change in Control Payments, or (B) the amount of excess parachute
payments within the meaning of Sections 280G(b)(1) and (4) (after applying
clause (i), above); and (iii) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Employer"" independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, Officer shall be
deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be made
and state and local income taxes at the highest marginal rates of



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taxation in the state and locality of the Officer's residence on the Termination
Date, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes. In the event that the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time of termination of the Officer's employment,
Officer shall repay to the Employer at the time that the amount of such
reduction in Excise Tax is finally determined the portion of the Gross-Up
Payment attributable to such reduction plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the amount taken into account
hereunder at the Termination Date (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Employer shall make an additional gross-up payment in respect of
such excess (plus any interest payable with respect to such excess) at the time
that the amount of such excess is finally determined.

IN WITNESS WHEREOF, Group has caused this instrument to be executed in its name
by its duly authorized officer, all as of the day and year first above written.

CALIFORNIA WATER SERVICE GROUP


By: _______________________________

Its: _____________________________



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EXHIBIT A
DESIGNATION OF BENEFICIARIES


I, ______________________________, hereby designate the following person(s)
as my Beneficiary(ies) under the California Water Service Group Executive
Severance Plan (the "Plan") to receive any amounts that might be payable as of
the date of my death:


Name: _________________________________________________ Percentage: _____%

Address: ____________________________________________________________________


Name: _________________________________________________ Percentage: _____%

Address: ____________________________________________________________________


This designation supersedes all prior Beneficiary designations I have made under
the Plan.


DATED: __________ ___, 19___ _____________________________________________



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EXHIBIT B

RELEASE AGREEMENT

This Release Agreement ("Release") was given to me,
______________________________ ("Officer"), this _____ day of _________, _____,
by ___________________________ (the "Employer"). At such time as this Release
becomes effective and enforceable (i.e., the revocation period discussed below
has expired), and assuming Officer is otherwise eligible for payments under the
terms of the California Water Service Group Executive Severance Plan (the
"Plan"), Employer agrees to pay Officer pursuant to the terms of the Plan an
amount equal to $_____________ payable in three (3) equal annual installments
(minus customary payroll taxes and withholdings).

In consideration of the receipt of the promise to pay such amount, Officer
hereby agrees, for himself or herself, his or her heirs, executors,
administrators, successors and assigns (hereinafter referred to as the
"Releasors"), to fully release and discharge the Employer and its officers,
directors, employees, agents, insurers, underwriters, subsidiaries, parents,
affiliates, associates, successors and assigns (hereinafter referred to as the
"Releasees") from any and all actions, causes of action, claims, obligations,
costs, losses, liabilities, damages and demands under any federal, state or
local law or laws, or common law, whether or not known, suspected or claimed,
which the Releasors have, or hereafter may have, against the Releasees arising
out of or in any way related to Officer's employment or termination of
employment with the Employer.

It is understood and agreed that this Release extends to all such claims
and/or potential claims, and that Officer, on behalf of the Releasors, hereby
expressly waives all rights with respect to all such claims under California
Civil Code Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor.

It is further understood and agreed that this Release includes claims and
rights Officer might have under the Age Discrimination in Employment Act
("ADEA"). The Officer's waiver of rights under the ADEA does not extend to
claims or rights that might arise after the date this Release is executed. The
monies to be paid to the Officer in this Release are in addition to any sums to
which he or she would be entitled without signing this Release. For a period of
seven (7) days following execution of this Release, Officer may revoke the terms
of this Release by a written document received by the Employer on or before the
end of the seven (7) day period. The Release will not be final until said
revocation period has expired. No payments will be made under the Plan if the
Officer revokes this Release.



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Officer executes this Release without reliance on any representation by any
Releasee. Officer acknowledges that he or she has read and does understand the
provisions of the Release set forth in the preceding paragraph, that he or she
has had an opportunity to consult with an attorney prior to executing this
Release, that he or she was given twenty-one (21) days in which to consider
entering into this Release, that he or she affixes his or her signature hereto
voluntarily and without coercion, and that no promise or inducement has been
made other than those set out in this Release. This document does not
constitute, and shall not be admissible as evidence of, an admission by any
Releasee as to any fact or matter.

In case any part of this Release is later deemed to be invalid, illegal or
otherwise unenforceable, Officer agrees that the legality and enforceability of
the remaining provisions of this Release will not be affected in any way.


Dated: ____________, ______ ______________________________
("Officer")




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