SJW CORP
SJWC EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
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<TYPE>EX-10
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<FILENAME>exhibit10-18.txt
<DESCRIPTION>SJWC EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
<TEXT>
                                                   Exhibit 10.18





                      SAN JOSE WATER COMPANY



                      EXECUTIVE SUPPLEMENTAL
                         RETIREMENT PLAN






  (As restated to reflect amendments made through May 1, 2003)





                           TABLE OF CONTENTS
                           -----------------

I.     DEFINITIONS

II.    PARTICIPATION

III.   RETIREMENT BENEFIT

IV.    VESTING

V.     FUNDING NATURE OF THE PLAN

VI.    ADMINISTRATION OF THE PLAN

VII.   AMENDMENTS AND TERMINATION

VIII.  MISCELLANEOUS






                   THE SAN JOSE WATER COMPANY
                   --------------------------
             EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
             --------------------------------------
     On July 22, 1992 the Board of Directors of the San Jose
Water Company (the "Company") adopted the San Jose Water Company
Executive Supplemental Retirement Plan (the "Plan").  The Plan
is designed to supplement the retirement income of a designated
select group of management and/or highly compensated executives
of the Company.  The Plan is intended to be a nonqualified,
unfunded retirement plan.  The purpose of the Plan is to improve
the ability of the Company to attract, retain and motivate
management individuals.  The Plan has been amended on seven
occasions since its adoption and is hereby further amended and
restated in its entirety.  This restatement is effective January
1, 2001, except to the extent expressly provided otherwise
herein.

I.   DEFINITIONS

     Wherever used herein the following terms have the meanings
indicated:

     1.1  "Accrued Benefit" means, at any time, the benefit
computed in accordance with Section 3.1 (as adjusted, if
applicable pursuant to Section 3.11).

     1.2  "Actuarially Equivalent" has the meaning set forth in
the San Jose Water Company Retirement Plan.

     1.3  "Beneficiary" means the person or persons entitled to
receive a Participant's retirement benefits as provided in
Section 3.6.

     1.4  "Benefit Commencement Date" means the date on which a
Participant's retirement benefits commence to be payable under
this Plan.  Such date shall be the later of (i) the date the
Participant first satisfies the requirements for an Early
Retirement Date or Normal Retirement Date or (ii) the
Participant's date of separation from service.

     1.5  "Board of Directors" means the Board of Directors of
San Jose Water Company.

     1.6  "Change in Control" means a Change in Control as
defined at the relevant time in the Executive Severance Plan or
successor thereto or, if the Executive Severance Plan ceases to
exist and is not succeeded by another similar plan, as it was
last defined in the Executive Severance Plan.

     1.7  "Committee" means the committee established pursuant
to Article V hereof, as it shall be constituted from time to
time.

     1.8  "Company" means San Jose Water Company and any
successor to all or a major portion of the assets or business of
the San Jose Water Company.

     1.9  "Compensation" means, for any calendar month, a
Participant's salary for such month plus any annual cash
performance bonus paid in such month; provided that if a
Participant terminates employment before the Company pays annual
bonuses for its 2003 fiscal year, Compensation for each of the
calendar months in 2003 shall include one twelfth (1/12) of such
Participant's annual bonus for such year if it has been
determined at the time of termination or, if not his or her
target annual bonus for such year.  No other bonus or special
compensation will be included except to the extent expressly
provided otherwise by the Board of Directors or the Compensation
Committee thereof; provided that any retention bonus paid in
2001 to a Participant who was not at the time of payment thereof
a director of the Company or its parent shall be treated as an
annual cash bonus for purposes of computing such Participant's
Compensation for the month of payment of such retention bonus.

     1.10  "Credited Service" has the meaning set forth in the
San Jose Water Company Retirement Plan.

     1.11  "Death Benefit" has the meaning set forth in Section
3.10 of the Plan.

     1.12  "Early Retirement Date" means the first day of the
month coinciding with or next following the date when a
Participant has both attained the age of fifty-five (55) years
and completed ten (10) years of Credited Service with the
Company.

     1.13  "Eligible Employee" means any officer of the Company
or Employee selected by the Committee, unless the Committee
determines that such officer or Employee does not fall within
ERISA's definition of a select group of management or highly
compensated employees.

     1.14  "Employee" means a person who is employed by the
Company.

     1.15  "Executive Severance Plan" means SJW Corp. Executive
Severance Plan, as amended from time to time.

     1.16  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

     1.17  "Final Average Compensation" means, on any date, a
Participant's average monthly Compensation for that consecutive
thirty-six (36) calendar month period within the last one
hundred twenty (120) consecutive calendar months ending on or
before such date during which such average Compensation is the
highest.

     1.18  "Normal Retirement Date" means the first day of the
calendar month coinciding with or next following the date when a
Participant attains sixty-five (65) years of age.

     1.19  "Participant" means an Eligible Employee who has
received written notification from the Company that he has been
designated as a Participant of the Plan by the Committee
following satisfaction of the eligibility requirements described
in Section 2.1.

     1.20  "Plan" means the San Jose Water Company Executive
Supplemental Retirement Plan as set forth in this document and
in any amendments from time to time made hereto.

     1.21  "Qualified Joint and Survivor Annuity" has the
meaning set forth in the San Jose Water Company Retirement Plan.

     1.22  "Retirement Benefit" means the benefit payable under
this Plan, calculated in accordance with Article IV.

     1.23  "San Jose Water Company Retirement Plan" means the
San Jose Water Company Retirement Plan, adopted November 1,
1950, as amended and restated from time to time.

     1.24  "Single Life Annuity" has the meaning set forth in
the San Jose Water Company Retirement Plan.

     1.25  "Ten Year Certain and Life Option" has the meaning
set forth in Section 3.5.

     1.26  "Year of Service" has the meaning set forth in the
San Jose Water Company Retirement Plan.

II.  PARTICIPATION

     Each Eligible Employee shall become a Participant on the
first day of the month coincident with the day he first becomes
an Eligible Employee or such later date as the Committee shall
specify.

III.  RETIREMENT BENEFIT

     3.1  Normal Retirement Benefit.  The retirement benefits
under this Plan to which a vested Participant who terminates
employment on or after satisfying the requirements for Normal
Retirement Date shall be an annual benefit for life commencing
on the Participant's Benefit Commencement Date equal to two and
two tenths percent (2.2%) of the Final Average Compensation of a
Participant multiplied by the Participant's Years of Service
(not to exceed twenty (20) years) plus one and one-tenth percent
(1.1%) of the Final Average Compensation of a Participant
multiplied by the Participant's Years of Service in excess of 20
years (not to exceed an additional ten (10) years) up to a total
not to exceed fifty-five percent (55%) of Final Average
Compensation; less benefits payable to the Participant from the
San Jose Water Company Retirement Plan.  The one and one-tenth
percent (1.1%) and fifty-five percent (55%) of Final Average
Compensation percentages stated above shall be increased to one
and six tenths percent (1.6%) and sixty percent (60%)
respectively for Participants who are credited with an Hour of
Service, as defined in the San Jose Water Company Retirement
Plan, on or after November 1, 1999.  The amount of the offset
for benefits paid from the San Jose Water Company Retirement
Plan shall be the Actuarially Equivalent of a single life
annuity commencing on the Participant's Normal Retirement Date.

     3.2  Early Retirement Benefit.  A Participant who
terminates employment on or after satisfying the requirements
for an Early Retirement Date but before satisfying the
requirements for a Normal Retirement Date may elect to receive a
retirement benefit commencing on his Benefit Commencement Date.
The benefit will be computed in accordance with Section 3.1, but
reduced for commencement of benefits before his or her Normal
Retirement Date in accordance with the early retirement
provisions set forth in the San Jose Water Company Retirement
Plan as in effect on the Benefit Commencement Date.

     3.3  Terminated Vested Benefit.  A vested Participant who
terminates employment before satisfying the requirements for an
Early Retirement Date or a Normal Retirement Date may elect to
receive a retirement benefit commencing on or after his or her
Benefit Commencement Date.  The benefit will be computed in
accordance with Section 3.1, but will be reduced for early
commencement of benefits before his or her Normal Retirement
Date in accordance with the early commencement reduction
provisions of the San Jose Water Company Retirement Plan, as in
effect on the Benefit Commencement Date, applicable to vested
employees who terminate before qualifying for early retirement
thereunder.

     3.4  Alternative Forms of Benefits.  A Participant may
elect to receive his retirement benefits in the form a Straight
Life Annuity or a Ten Year Certain and Life Option.  A
Participant who is married on his Benefit Commencement Date may
also elect to receive his retirement benefit in the form of a
Qualified Joint and Survivor Annuity.  The benefit election of a
Participant who is married on such date is not subject to
spousal consent.

     3.5  Ten Year Certain and Life Option.  A Participant who
elects the Ten Year Certain and Life Option shall receive his
retirement benefits in the form of a monthly annuity over his
lifetime.  If the Participant dies before one hundred and twenty
(120) monthly payments (hereinafter referred to as the "period
certain") have been made the Participant's designated
Beneficiary or Beneficiaries shall be entitled to share equally
in the Participant's monthly retirement benefit for the
remainder of such period certain.  A Participant electing to
receive his retirement benefits in such form must designate, as
described in Section 3.6, one or more Beneficiaries to receive
any remaining payments under the Plan after his death.  If the
Participant and the designated Beneficiary or Beneficiaries die
within the period certain, the remaining payments shall be made
to the estate of the designated Beneficiary who last received a
payment under this Section 3.5.

     3.6  Beneficiary Designation.  The Beneficiary designation
of a Participant who elects to receive his retirement benefit in
the form of a Ten Year Certain and Life Option shall be made on
a form prepared by, and delivered to, the Committee prior to the
expiration of the period certain.  The Participant may revoke or
change this designation at any time prior to the expiration of
the period certain by delivering a subsequent form to the
Committee.

     3.7  Calculation of Alternative Forms of Benefits.  The
amount of all benefit forms specified in Section 3.4 shall be
determined in accordance with the provisions in the San Jose
Water Company Retirement Plan.

     3.8  Retiree Increases.

          (a)  1998 Retiree Benefit Increase.  Subject to a ten
percent (10%) maximum benefit increase, the monthly pension of
each Participant (or Beneficiary in the case of a deceased
Participant) shall be increased 0.138889% for each month or
partial month which has elapsed from the date of the initial
payment of retirement benefits to each Participant (or
Beneficiary), up to and including February 28, 1998.

          (b)  2002 Retiree Benefit Increase.  Subject to a ten
percent (10%) maximum benefit increase, the monthly pension of
each Participant (or Beneficiary in the case of a deceased
Participant) shall be increased 0.212766% for each month or
partial month which has elapsed from (i) the later of the date
of the initial payment of benefits or March 1, 1998 to (ii)
January 31, 2002.

     3.9  Qualified Preretirement Survivor Annuity.  If a
married Participant dies after his Accrued Benefit has vested,
but before his Benefit Commencement Date, that Participant's
surviving spouse will be entitled to a Qualified Preretirement
Survivor Annuity if the surviving spouse had been married to the
Participant as of the applicable retirement date or as of the
earlier date of death of the Participant.

          (a)  The Qualified Preretirement Survivor Annuity will
become payable on the later of (1) the first day of the month
coinciding with or next following the Participant's death, or
(2) the first date on which the Participant would have been
eligible to receive a Qualified Joint and Survivor Annuity.

          (b)  The Qualified Preretirement Survivor Annuity will
be 50% of the amount the Participant would have received had the
Participant terminated employment on the day before the
Participant's death without having waived a Qualified Joint and
Survivor Annuity. In the case of a vested Participant who dies
on or before the date that he or she would have been eligible to
receive a Qualified Joint and Survivor Annuity, the amount of
the Qualified Preretirement Survivor Annuity will be computed as
though the Participant had survived until he or she was eligible
to receive a Qualified Joint and Survivor Annuity, retired at
that time with an immediate Qualified Joint and Survivor
Annuity, and died the next day.

     3.10  Death Benefit.  If an unmarried Participant dies
after his Accrued Benefit has vested, but before his Benefit
Commencement Date, that Participant's Beneficiary shall be
entitled to a Death Benefit.

          (a)  The Death Benefit will become payable on the
later of (1) the first day of the month coinciding with or next
following the Participant's death, or (2) the first date on
which the Participant would have been eligible to receive a
retirement benefit.

          (b)  A Death Benefit will be equal to the monthly
retirement benefit the Participant would have received had the
Participant terminated employment on the day before the
Participant's death and elected to receive the optional form of
benefit described in Section 3.5 of the Plan.  In the case of a
vested Participant who dies on or before the date that such
Participant would have been eligible to receive a retirement
benefit, the amount of the Death Benefit will be computed as
though the Participant had survived until he or she was eligible
to receive a retirement benefit, retired at that time and
elected to receive the optional form of benefit described in
Section 3.5 of the Plan, and died the next day.

     3.11  Adjustments to Benefits.  The benefit calculated
under this Article III with respect to each Participant
referenced in Exhibit A shall be adjusted as set forth in
Exhibit A with respect to such Participant.

IV.  VESTING

     4.1  Normal Vesting.  A Participant shall vest in a
percentage of his Accrued Benefit derived from Employer
Contributions, upon completion of Years of Service as follows:

          Years of Service     Vested Percentage
          ----------------     -----------------
           Less than 10              None
            10 or More               100%

     4.2  Change in Control.  Notwithstanding Section 4.1, a
Participant's Accrued Benefit shall become 100% vested if such
Participant becomes entitled to a severance benefit under the
SJW Corp Executive Severance Plan (the "Severance Plan") by
reason of a qualifying termination thereunder.

V.  FUNDING NATURE OF THE PLAN

    The funds used for payment of benefits under this Plan and
of the expenses incurred in the administration thereof shall,
until such actual payment, continue to be a part of the general
funds of the Company and no person other than the Company shall,
by virtue of this Plan, have any interest in any such funds.
Nothing contained herein shall be deemed to create a trust of
any kind or create any fiduciary relationship.  To the extent
that any person acquires a right to receive payments from the
Company under this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company.  The
forgoing notwithstanding, in the event of a Change in Control,
the Company shall arrange for the funding, immediately before
the effective date of the Change in Control, of Accrued Benefits
under the Plan under a trust which satisfies the requirements of
Revenue Procedure 92-64 and/or such other statutory or
regulatory requirements as are necessary to assure that
Participants are not subject to Federal income taxation on
either their accrued benefits or amounts contributed to such
trust before their receipt of such benefits or assets.

VI.  ADMINISTRATION OF THE PLAN

     6.1  The Plan shall be administered by a Committee
("Committee"), the membership of which will be selected from
time to time by the President and Chief Executive Officer of the
Company.  The Committee shall have the exclusive authority and
responsibility for all matters in connection with the operation
and administration of the Plan.  The Committee's powers and
duties shall include, but shall not be limited to, the
following:  (a) responsibility for the compilation and
maintenance of all records necessary in connection with the
Plan; (b) authorizing the payment of all benefits and expense of
the Plan as they become payable under the Plan; (c) reduce or
otherwise adjust amounts payable under the Plan if payments are
made in error; and (d) authority to engage such legal accounting
and other professional services as it may deem proper.
Decisions by the Committee shall be final and binding upon all
parties.

     6.2  The Committee, from time to time, may allocate to one
or more of its members or to any other person or persons or
organizations any of its rights, powers, and duties with respect
to the operation and administration of the Plan.  Any such
allocation shall be reviewed from time to time by the Committee
and shall be terminable upon such notice as the Committee, in
its sole discretion, deems reasonable and prudent under the
circumstances.

     6.3  The members of the Committee shall serve without
compensation, but all benefits payable under the Plan and all
expenses properly incurred in the administration of the Plan,
including all expenses properly incurred by the Committee in
exercising its duties under the Plan, shall be borne by the
Company.

VII.  AMENDMENTS AND TERMINATION

      7.1  The Board of Directors reserves the power at any time
to terminate this Plan and to otherwise amend any portion of the
Plan other than this Article VII; provided, however, that no
such action after May 1, 2003 shall (i) reduce any Accrued
Benefit (or any benefit hereunder based thereon) as of the date
of such action or (ii) adversely affect a Participant's right to
continue to vest in such Accrued Benefit in accordance with the
terms of the Plan in effect immediately prior to such action.

     7.2  Notice of termination or amendment of the Plan,
pursuant to Section 7.1, shall be given in writing to each
Participant and beneficiary of a deceased Participant.

VIII.  MISCELLANEOUS

       8.1  The headings and subheadings of this instrument are
inserted for convenience of reference only and are not to be
considered in the construction of this Plan.  Wherever
appropriate, words used in the singular may include the plural,
plural may be read as the singular and the masculine may include
the feminine.

       8.2  The instrument creating the Plan shall be construed,
administered, and governed in all respects in accordance with
the laws of the State of California to the extent not preempted
by ERISA.  If any provision of this Plan shall be held by a
court of competent jurisdiction to be invalid or unenforceable,
the remaining provisions shall continue to be fully effective.
     8.3  Participation in this Plan shall not give to any
employee the right to be retained in the employ of the Company
nor any right or interest in this Plan other than is herein
specifically provided.

     8.4  Any payment to a Participant or beneficiary or the
legal representative of either, in accordance with the terms of
this Plan shall to the extent thereof be in full satisfaction of
all claims such person may have against the Company hereunder,
which may require such payee, as a condition to such payment, to
execute a receipt and release therefor in such form as shall be
determined by the Company.

     8.5  This Plan is intended to qualify for exemption from
Parts II, III, and IV of ERISA, as amended, as an unfunded plan
maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees under Sections 201(2), 301(a)(3) and
401(a)(1) of such Act, and shall be so interpreted.

     8.6  Benefits under this Plan shall not be alienated,
hypothecated or otherwise encumbered, and to the maximum extent
permitted by law such benefits shall not in any way be subject
to claim of creditors or liable to attachment, execution or
other process of law.

     8.7  If an individual entitled to receive retirement
benefits is determined by the Committee or is adjudged to be
legally incapable of giving valid receipt and discharge for such
benefits, they shall be paid to the duly appointed and acting
guardian, if any, and if no such guardian is appointed and
acting, to such person as the Committee may designate.  Such
payment shall, to the extent made, be deemed a complete
discharge for such payments under this Plan.

     8.8  If the Committee is unable to make the determinations
required under this Plan in sufficient time for payments to be
made when due, the Committee shall make the payments upon the
completion of such determinations with interest at a reasonable
rate from the due date and may, at its option, make provisional
payments, subject to adjustment, pending such determination.

     8.9  For purposes of this Plan, actuarial equivalents shall
be determined on the basis of mortality tables and interest
factors most recently employed for the purpose of the San Jose
Water Company Retirement Plan.

     IN WITNESS WHEREOF, San Jose Water Company has caused its
authorized officers to execute this instrument in its name and
on its behalf.


                              SAN JOSE WATER COMPANY


__________________________    By: ___________________________



                          EXHIBIT A
                           TO THE
           EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN


     (a)  In computing John Weinhardt's benefit under Section
3.1 of the Plan, he shall receive an additional eight and one
quarter tenths of one percent (.825%) of Final Average
Compensation for each year of service as President and Chief
Executive Officer of the Company. In addition, Mr. Weinhardt
shall be entitled to a supplemental benefit of payment of
$225,000, which shall be fully vested upon his retirement and
payable in equal monthly installments over the thirty-six (36)
month period beginning August 1, 2002 and ending July 31, 2005.

     (b)  If Barbara Y. Nilsen retires on March 1, 1998, then
the benefit to which she is entitled under Section 3.1 of the
Plan shall be increased by $40,000 in the first year, $30,000 in
the second year, and $20,000 in the third year of retirement.

     (c)  In computing Frederick Meyer's benefit under Section
3.1 of the Plan, he shall receive an additional two and one-half
(2 1/2) Years of Service credit and shall be deemed to be 2 1/2
years of age older at the time he retires.

     (d)  In computing the benefits under Article III for any
Participant who becomes entitled to a severance benefit under
the Executive Severance Plan by reason of a qualifying
termination of employment after a Change in Control, such
Participant shall be credited with an additional number of Years
of Service and years of age equal to the number of years of cash
severance benefits to which such Participant is entitled under
the Severance Plan (or if the severance benefit is paid in a
lump sum, the number of years of salary or compensation on which
such lump sum severance payment is based).  In no event,
however, shall any benefit be payable hereunder earlier than it
otherwise would have been paid by reason of the crediting of
such additional Years of Service and age.

     (e)  If W. Richard Roth terminates employment before his
Normal Retirement Date, the benefit to which he is entitled
under Section 3.2 or 3.3 of the Plan shall be the full annual
amount computed in accordance with Section 3.1 of the Plan,
without any reduction for early commencement of benefits.  In
addition, in computing Mr. Roth's Final Average Compensation for
purposes of computing his benefit under Article 3, his actual
annual bonus for each year on and after 2003 shall be deemed to
be the greater of such actual bonus or his target bonus for such
year.  If Mr. Roth becomes entitled to a severance benefit under
the Executive Severance Plan by reason of a qualifying
termination of employment after a Change in Control, he shall be
credited with such additional service and years of age, if any,
as is necessary, after application of paragraph (e) above, to
qualify him for benefits that would be payable had he terminated
employment after qualifying for an Early Retirement Date,
provided that no benefit shall be payable before his actual 55th
birthday.



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