UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27, 2005
_________________
SJW Corp.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95113
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(Address of principal executive offices) (Zip Code)
(408) 279-7800
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Registrant's telephone number, including area code
_________________________________________________________________
Not Applicable
_________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Annual Retainer Fee Deferral Election Program
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On October 27, 2005, the Board of Directors of SJW Corp. (the
"Company") approved certain amendments to the Company's Annual
Retainer Fee Deferral Election Program (the "Program") which was
established under the Company's Long-Term Incentive Plan and in
which the non-employee members of the Board of Directors of the
Company, San Jose Water Company, the Company's wholly owned
subsidiary ("SJWC"), and SJW Land Company, another wholly owned
subsidiary of the Company, are eligible to participate. Pursuant
to such amendments, each such non-employee Board member who
elected to defer all or a portion of his annual retainer fees
from one or more of the foregoing companies for the 2005 calendar
year will have the opportunity to (i) make a new election on or
before December 31, 2005 with respect to the form (lump sum or
installments) in which the portion of his deferral restricted
stock account attributable to those deferred fees is to be paid
upon his cessation of Board service, or (ii) terminate his
participation in the Program for the 2005 calendar year and
receive a year-end distribution of such portion of his deferral
restricted stock account.
Special Deferral Election Plan
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On October 27, 2005, the Board of Directors of SJWC approved an
amendment to SJWC's Special Deferral Election Plan (the "Plan")
which allows SJWC officers and other select employees to defer a
portion of their salary and bonus each year. Pursuant to such
amendment, effective January 1, 2006, participants will no longer
have the right to designate the specific investment funds to
serve as the measure of the investment return on their deferred
monies. Instead, all deferred monies will be credited with a
fixed rate of interest, compounded semi-annually and reset
periodically as follows: for each calendar year, effective with
the 2006 calendar year, the fixed rate of interest will be equal
to the then current 30-year long-term borrowing cost of funds to
SJWC (or the equivalent thereof), as measured as of the start of
that period.
Additionally, pursuant to the amendment to the Plan, each
participant will have the ability to terminate his or her
participation in the Plan on or before November 30, 2005 and
receive a year-end distribution of all or a portion of the monies
he or she has deferred under the Plan.
Executive Supplement Retirement Plan
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On October 27, 2005, the Board of Directors of SJWC approved an
amendment to SJWC's Executive Supplement Retirement Plan (the
"Retirement Plan"). Pursuant to such amendment, the benefit to
which George Belhumeur, SJWC's Senior Vice President of
Operations, will be entitled under the Retirement Plan upon his
retirement will be determined by increasing his Final Average
Compensation (as defined in Section I.17 of the Retirement Plan)
by the dollar amount obtained by dividing the accrued vacation
and termination payments made to him in connection with his
retirement by 36. However, in determining his normal retirement
benefit under Section 3.1 of the Retirement Plan or his early
retirement benefit under Section 3.2 of the Retirement Plan, his
accrued benefit under such Retirement Plan shall in no event be
less than his accrued benefit thereunder as of February 28, 2004.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description of Document
_______ _______________________
10.1 Annual Retainer Fee Deferral Election Program, as
amended.
10.2 Fourth Amendment to San Jose Water Company's Executive
Supplemental Retirement Plan.
10.3 Plan Amendment No. 2 to San Jose Water Company's
Special Deferral Election Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SJW Corp.
October 31, 2005 /s/ W. Richard Roth
________________ ______________________________
W. Richard Roth, President and
Chief Executive Officer
Exhibit
Number Description of Document
_______ _______________________
10.1 Annual Retainer Fee Deferral Election Program, as
amended.
10.2 Fourth Amendment to San Jose Water Company's Executive
Supplemental Retirement Plan.
10.3 Plan Amendment No. 2 to San Jose Water Company's
Special Deferral Election Plan.