ex10_25.htm


    
      

    

    
      Exhibit
10.25

      


      SJW
CORP. LETTERHEAD

      


      OCTOBER
23, 2007

       

      _____________________

      
_____________________

       

      _____________________

       

      Re:  Director Pension
Plan

      
 

      Dear __________________:

      


      You are
currently a participant in the SJW Corp. Director Pension Plan under which you
could accrue an annual pension payment for a period of years following your
cessation of Board service in a dollar amount determined by multiplying (i) your
years of service as a non-employee member of the SJW Corp. Board of Directors,
up to a maximum of ten (l0) years, by (ii) the annual retainer fee in effect for
such non-employee Board members at the time you resign from the Board. For
purposes of such calculation, the annual retainer fee would also include the
annual retainer fees payable for service as a non-employee member of the board
of directors of San Jose Water Company and SJW Land Company.

       

      As part
of the process of revising the compensation structure to be in effect for the
non-employee Board members as of January 1, 2008, the Executive Compensation
Committee has deemed it appropriate to modify the Director Pension Plan so that
only years of service as a non-employee member of the SJW Corp. Board of
Directors through December 31, 2007 and only one half of the annual retainer fee
in effect at the time you cease Board service will be taken into account for
purposes of the foregoing pension benefit formula. In addition, the maximum
number of years for which the annual payment as so calculated will be made will
be limited to the number of your pre-2008 years of Board service. In no event,
however, will the dollar amount of your annual pension benefit be less than the
annual pension to which you would be entitled under the current pension benefit
formula if you ceased Board service on December 31, 2007.

       

      SJW Corp.
has expressly reserved the right to modify or amend the Director Pension Plan at
any time, provided such action does not reduce the benefit you or other
participants have accrued to date under the plan. Accordingly, the change to the
Director Pension Plan formula will not result in any reduction to the annual
pension benefit you have already accrued under the Plan. All of your years of
service as a non-employee Board member through December 31, 2007 will be taken
into account, and those years of pre-2008 service will be applied to one half of
the annual retainer fee in effect at the time of your cessation of Board service
to determine your annual pension payment under the Director Pension Plan. The
annual payment so calculated will be made for the number of years equal to your
pre-2008 years of Board service. Under the revised Plan, you
will not accrue any additional years of service credit under the
Director Pension Plan formula for your Board service after December
31, 2007 and only half of the amount of the retainer fee in effect at the time
of your cessation of Board service will be taken into account under the plan
formula. However,
the annual pension benefit you have accrued under the Plan as of December 31,
2007 will not be reduced as a result of the revised formula.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      As
mentioned, this change has been made in conjunction with the overall revision to
non­employee director compensation that will take effect as of January 1,
2008. Please return the signed letter to Suzy Papazian by November 30,
2007.

       

      
        
          	
                  Very
      truly yours,

                
	 
      	 
      	 
      	 
      
	 
      	 
      
	
                  Chairman
      of the Executive Compensation Committee

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  AGREED
      TO AND ACCEPTED BY:

                
	 
      	 
      	 
      	 
      
	 
      	 
      
	 	 
	
                  DATED:

                	 
      	
                   ,
      2007