EXHIBIT 4-B

SIDE LETTER OF AGREEMENT TO AMEND THE MEMORANDUM OF UNDERSTANDING BETWEEN THE MONTEREY PENINSULA WATER MANAGEMENT DISTRICT AND THE GENERAL STAFF BARGAINING UNIT

This amends Article 10, Health Benefits, Paragraph 3, to read as follows :

Effective January 1, 2004, the District shall enroll unit employees and dependents, as well as retirees and Board members so-interested, in the LIUNA-sponsored Western Growers Assurance Trust Fund and associated Delta Dental and Vision Services plans to provide medical, dental, and vision care. The District will pay the cost of premiums up to a maximum of $644 per month per participant for the period of January 1, 2004 through June 30, 2004.

Fran Farina Date

General Manager, Monterey Peninsula

Water Management District

Tim McCormick Date

Representative, LIUNA.UPEC Local 270

James Homer Date

Business Manager, LIUNA/UPEC Local 260

U:\staff\word\boardpacket\2003\2003boardpacket\20031117\ConsentCalendar\4\item4_exh4b.doc