AutoCoded Document



Exhibit 10.18




SAN
JOSE WATER COMPANY
SPECIAL DEFERRAL ELECTION PLAN
 
PLAN
AMENDMENT




     The
San Jose Water  Company  Special  Deferral  Election  Plan (the  "Plan"),  as
previously  adopted and  approved by the Executive  Compensation  Committee of the Board
of Directors of SJW.  Corp.,  is hereby  amended as  follows: 



	 	1.
Section 3.08 of the Plan is hereby amended in its entirety to read as follows: 







	 	     “3.08 Eligible
Earnings shall mean any direct and current cash  compensation, including
salary, bonuses and other incentive-type compensation,  earned by the Participant for
service as an Employee during the Plan Year. In no  event, however, shall a Participant’s
Eligible Earnings include, for  purposes of the Plan, any item of compensation paid or
distributed to the  Participant after a period of deferral, whether under this Plan or
any other  program of deferred compensation maintained by the Corporation or any
Affiliated  Company. Eligible Earnings shall also include any bonus earned by the
Participant for service as an Employee during the period commencing January 1,  2004 and
continuing through March 31, 2005 and otherwise payable to such  Participant on March 31,
2005 in the absence of a Deferral Election under this  Plan (the “March 2005 Bonus
Payment”).” 







	 	2.
Section 4.01 of the Plan is hereby amended in its entirety to read as follows: 







	 	     “4.01 Eligibility
Rules. The Plan Administrator shall have  absolute discretion in selecting
the Eligible Employees who are to participate  in the Plan for each Plan Year. An
Eligible Employee selected for participation  for the 2005 Plan Year must, in order to
participate in the Plan for that year,  file his or her Deferral Election on or before
the last day of the 2004 calendar  year; provided, however, that any
Deferral Election with  respect to the March 31, 2005 Bonus Payment must be filed on or
before January  31, 2005. For each subsequent Plan Year of participation, the Participant
must  file his or her Deferral Election on or before the last day of the immediately
preceding Plan Year. However, an Eligible Employee who is first selected for
participation in the Plan after the start of a Plan Year must, in order to  participate
in the Plan for that Plan Year, file his or her Deferral Election  within the thirty
(30)-day period following the date he or she is so selected,  with such Deferral Election
to be effective only for Eligible Earnings  attributable to Employee service for the
period commencing with the first day of  the first calendar month coincident with or next
following the filing of such  election and ending with the close of such Plan Year.” 
















	 	3.
Section 5.02.A of the Plan is hereby amended in its entirety to read as follows: 







	 	     “A.
The Deferral Election must be exercised by means of a written notice filed with  the Plan
Administrator or its designate. The notice shall be substantially in  the form of the
Deferral Election attached as Exhibit A and must be filed on or  before the last day of
the calendar year immediately preceding the start of the  Plan Year for which the
Eligible Earnings subject to that election are to be  earned; provided, however,
that any Deferral Election with  respect to the March 31, 2005 Bonus Payment must be
filed on or before January  31, 2005. An Eligible Employee who is first selected for
participation in the  Plan after the start of a Plan Year must file his or her Deferral
Election  within the thirty (30)-day period following the date he or she is so selected,
and the Deferral Election shall be effective only for Eligible Earnings  attributable to
Employee service for the period commencing with the first day of  the first calendar
month coincident with or next following the filing of such  election and ending with the
close of such Plan Year.” 







	 	4.
Section 5.03 of the Plan is hereby amended in its entirety to read as follows: 







	 	     “5.03 Deferral
Election Subaccounts. A separate Deferral Election  Subaccount shall be
established for each Plan Year for which the Participant  defers a portion of his or her
Eligible Earnings under the Plan. Such subaccount  shall be credited with the Eligible
Earnings subject to the Deferral Election in  effect for that Plan Year, as and when
those Eligible Earnings would have  otherwise become due and payable to the Participant
in the absence of such  Deferral Election. In addition, a separate Deferral Election
Subaccount shall be  established on March 31, 2005 with respect to the portion of the
March 31, 2005  Bonus Payment which the Participant has elected to defer under the Plan.
The  Participant shall at all times be fully vested in the balance credited to each  of
his or her Deferral Election Subaccounts.” 







	 	5.
Except as  modified  by the  foregoing  amendments,  the terms and  provisions  of the
Plan shall  continue in full force and effect. 







	 	IN
WITNESS WHEREOF, SAN JOSE WATER COMPANY has caused this Plan Amendment to be
executed by its duly-authorized officer on this 30th day of December 2004. 








	 	     SAN
JOSE WATER COMPANY 







	 	     By:
_________________________________________ 







	 	     Title:
_________________________________________