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