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SJW Corp. Annual Retainer Fee Deferral Election Program

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Sectors: Utilities
Effective Date: October 27, 2005
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AS AMENDED AND RESTATED OCTOBER 27, 2005
________________________________________


I. PURPOSE.


The objective of the Annual Retainer Fee Deferral Program
(the "Program") is to promote the long-term success of the
SJW Corp. (the "Corporation") by linking incentive
opportunities for non-employee members of the Board to the
performance of the Corporation.


II. ELIGIBILITY.


All non-employee members of the Board are eligible to
participate in the Program.


III. DEFERRAL AWARDS.


A. Term of Program. The Program will commence with
deferral of the Annual Board Retainer Fee attributable to
the period beginning September 1, 2003 and continuing
through December 31, 2003 (the "Initial Deferral Period").
The Program will continue on an annual basis from January
1, 2004 on, unless otherwise specified by the Committee.


B. Deferral Procedure. A non-employee director (or
"Participant") may defer either fifty percent (50%) or one
hundred percent (100%) of the annual retainer fee for a
period (the "Annual Retainer") by completing and filing
with the Corporation a Deferral Election Form. For the
Initial Deferral Period, the Corporation must receive such
election no later than August 31, 2003. For all other
deferral periods, such election must be received by
December 31 of the calendar year before the year for which
the Annual Retainer is to be paid, unless otherwise
specified by the Committee. Each such election shall be
irrevocable and cannot be modified for any reason.


C. Form of Deferral. The Annual Retainer that is
deferred for any year will be paid in the form of a
restricted stock award, subject to the terms of this
Program. Each restricted stock award attributable to a
deferred Annual Retainer for any year shall be made on the
first business day of the year for which such Annual
Retainer is earned, but will vest in monthly installments,
as the Annual Retainer would have been otherwise earned;
provided that for the Initial Deferral Period, the
deferral elections will be limited to that portion of the
2003 Annual Retainer attributable to Participant's Service
after August 31, 2003 and the restricted stock award
attributable to such election will be made on September 1,
2003. The number of shares in each Participant's
restricted stock award for each year will equal (i) the
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