<SUBMISSION>
<ACCESSION-NUMBER>0000766829-04-000060
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20041214
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20041214
<DATE-OF-FILING-DATE-CHANGE>20041214
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SJW CORP
<CIK>0000766829
<ASSIGNED-SIC>4941
<IRS-NUMBER>770066628
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-08966
<FILM-NUMBER>041201828
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>374 W SANTA CLARA ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95196
<PHONE>4082797800
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sjw-defplan8k.txt
<DESCRIPTION>FORM 8-K, DECEMBER 13, 2004
<TEXT>
                            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) December 13,2004
                                               -----------------
                             SJW Corp.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)

    California                    1-8966          77-0066628
----------------------------------------------------------------
(State or other jurisdiction   (Commission      (IRS Employer
     of incorporation)         File Number)  Identification No.)

    374 W. Santa Clara Street, San Jose, California     95196
----------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)

                             (408) 279-7800
----------------------------------------------------------------
         Registrant's telephone number, including area code

                             Not Applicable
----------------------------------------------------------------
  (Former name or former address, if changed since last report)


ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 9, 2004, the Executive Compensation Committee of the
Board of Directors of SJW Corp. adopted and approved the
implementation of the Special Deferral Election Plan (the "Plan") by
the Company's wholly-owned subsidiary San Jose Water Company (the
"Company").  The new Plan will become effective as of January 1,
2005, and it is expected that one or more of the following
executive officers of SJW Corp. will participate in the Plan:

       Name                          Title
       ----                          -----

W. Richard Roth          SJW Corp. - Chief Executive Officer
                         and President

R. Scott Yoo             San Jose Water Company - Senior Vice
                         President, Administration

George J. Belhumeur      San Jose Water Company - Senior Vice
                         President, Operations

Angela Yip               SJW Corp. - Chief Financial Officer and
                         Treasurer

Richard J. Pardini       San Jose Water Company - Vice President,
                         Chief Engineer

Dana Drysdale            San Jose Water Company - Vice President,
                         Information Services

Richard J. Balocco       San Jose Water Company - Vice President,
                         Corporate Communications


The Plan will provide participants with the opportunity to defer
a portion of their compensation each year and to realize an
investment return on those monies during the deferral period.
Accordingly, each participant may elect to defer up to fifty
percent (50%), of his or her base salary and up to one hundred
percent (100%) of his or her bonus or other incentive
compensation for the year.

Participants must make their deferral election before the start
of the calendar year during which the compensation subject to
their election is to be earned.  For each year's deferred
compensation, the participant may designate the start date for
the subsequent distribution of that compensation and the form of
distribution.  Applicable start dates may be tied to separation
from service, a substantial change in the ownership or control of
the Company (or SJW Corp. at a time while it remains the parent
company) or a specified date.  The form of distribution may be
either a lump sum or a series of installments over a designated
period.

During the deferral period, the participant may designate the
investment of his or her account balances in one or more
available investment funds.  No actual investments will be held
in the participant's account, but the account balance will be
adjusted periodically to reflect the return that account would
have realized had it actually been invested in the designated
investment funds.

Participants will at all times remain general creditors of the
Company with respect to their account balances under the Plan.
The Company may establish a trust in order to accumulate a
reserve to satisfy all or part of its liabilities under the Plan.
However, no participant will have any beneficial ownership
interest in those assets, and such assets would be available for
the satisfaction of creditor claims in the event of the Company'
insolvency or bankruptcy.

The Executive Compensation Committee of the Company's Board of
Directors may amend or terminate the Plan at any time.  However,
no such amendment or plan termination may adversely affect a
participant's benefits accrued to date under the plan or the
distribution elections in effect for those benefits

A copy of the Plan is filed as an exhibit to this 8-K Report.


Item 9.01  Financial Statement and Exhibits

     (c)  Exhibits

     Exhibit No.                Description
     ----------                 -----------
     99.1          San Jose Water Company Special Deferral
                   Election Plan issued by SJW Corp., approved
                   December 9, 2004 by the Executive Compensation
                   Committee of the Board of Directors of SJW
                   Corp.


                            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.
                                  -----------------------------


December 13, 2004                /s/ Angela Yip
---------------------             -------------------------
                                  Angela Yip,
                                  Chief Financial Officer
                                  and Treasurer


                              EXHIBIT INDEX

Exhibit No.                Description
----------                 -----------
  99.1             San Jose Water Company Special Deferral
                   Election Plan issued by SJW Corp., approved
                   December 9, 2004 by the Executive Compensation
                   Committee of the Board of Directors of SJW
                   Corp.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>sde-plan.txt
<DESCRIPTION>SPECIAL DEFERRAL ELECTION PLAN
<TEXT>
                       SAN JOSE WATER COMPANY

                   SPECIAL DEFERRAL ELECTION PLAN

                               ARTICLE I

                           NAME AND PURPOSE

     1.01  Purpose.  San Jose Water Company, a corporation duly organized
and existing under the laws of State of California (the "Corporation"),
hereby establishes the Special Deferral Election Plan (the "Plan"),
effective as of January 1, 2005, in order to provide a select group of the
management personnel and other highly compensated employees of one or
participating employers with an opportunity to defer a portion of their
earnings each year and to realize an investment return on those funds
during the deferral period.  The Plan shall function solely as a so-called
"top hat" plan of deferred compensation subject to the provisions of the
Employee Retirement Income Security Act of 1974 (as amended from time to
time) applicable to such a plan.

     1.02  General.  The benefits provided under the Plan shall be paid,
as they become due, either directly from the Participating Employer's
general assets or through a grantor trust arrangement established in
accordance with the provisions of Article VIII.  The interest of each
participant (and his or her beneficiary) in any benefits that become
payable under the Plan shall be no greater than that of an unsecured
creditor of the Participating Employer.


                               ARTICLE II

                        ADMINISTRATION OF THE PLAN

     2.01  Plan Administrator.  The Plan shall be administered by the
Executive Compensation Committee of the Board of Directors of SJW Corp.
The Executive Compensation Committee acting in such administrative
capacity shall be referred to in this document as the Plan Administrator
and shall have full and complete authority to administer the Plan and
shall select the eligible employees who are to participate in the Plan.

     2.02  Authority.  The interpretation and construction of any
provision of the Plan and the adoption of rules and regulations for plan
administration shall be made by the Plan Administrator.  Decisions of the
Plan Administrator shall be final and binding on all parties who have an
interest in the Plan, including (without limitation) all decisions
relating to an individual's eligibility for participation in the Plan, his
or her entitlement to benefits hereunder and the amount of any such
benefit entitlement.


                           ARTICLE III

                           DEFINITIONS

     3.01  "Account" shall mean the account maintained for each
Participant on the books and records of the Participating Employer to
which there shall be credited the Eligible Earnings deferred by such
Participant pursuant to his or her Deferral Elections under the Plan.

     The Participant's Account will be divided into a series of
subaccounts, and there will accordingly be a separate Deferral Election
Subaccount for each year the Participant defers a portion of his or her
Eligible Earnings.

     3.02  "Affiliated Company" shall mean (i) the Corporation, (ii) any
other corporation which is a member of the controlled group of
corporations which includes the Corporation, as determined in accordance
with the ownership rules of Code Section 1563, without regard, however, to
subsections (a)(4) or (e)(3)(C) of such Section 1563, and (iii) any other
entity in which the Corporation has a significant equity interest or owns
a substantial capital or profits interest.

     3.03 "Board" shall mean the Corporation's Board of Directors.

     3.04  "Change in Control" shall mean a change in ownership or control
of the Corporation or a change in ownership or control of SJW Corp., a
California corporation ("SJW Corp.") which occurs while SJW Corp. is the
beneficial owner (as determined pursuant to Rule 13d-3 of the 1934 Act) of
securities that possess more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding voting securities.

            A Change in Control of the Corporation shall be deemed to
occur if:

           (i)  any one person, or more than one person acting as a group,
acquires beneficial ownership (as determined pursuant to Rule 13d-3 of the
1934 Act) of securities that, together with any other securities
beneficially owned by such person or group, possess more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding voting securities,

          (ii)  a merger, reorganization, consolidation or other similar
transaction to which the Corporation in a party, unless securities
possessing at least fifty percent (50%) of the total combined voting power
of the surviving entity or the parent thereof are, immediately after such
transaction, owned beneficially, directly or indirectly and in
substantially the same proportion, by the person or persons who
beneficially owned the Corporation's outstanding voting securities
immediately before such transaction,

         (iii)  a majority of the Board members is replaced during any
thirty-six (36) consecutive month period by directors whose appointment or
election is not endorsed by a majority of those individuals serving as
Board members immediately prior to the date of such appointment or
election, or

          (iv)  the Corporation sells all or substantially all of its
assets in connection with the liquidation or dissolution of the
Corporation, unless securities possessing at least fifty percent (50%) of
the total combined voting power of the entity acquiring such assets or the
parent thereof are, immediately after such sale, owned beneficially,
directly or indirectly and in substantially the same proportion, by the
person or persons who beneficially owned the Corporation's outstanding
voting securities immediately before such sale.

          A Change in Control of SJW Corp. shall be deemed to occur upon
the closing of any of the following transactions:

           (i)  The acquisition, directly or indirectly by any person or
related group of persons (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than SJW Corp. or a person that directly or
indirectly controls, is controlled by, or is under, control with SJW Corp.
or an employee benefit plan maintained by any such entity, of beneficial
ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of SJW
Corp. that results in such person or related group of persons beneficially
owning securities representing thirty percent (30%) or more of the
combined voting power of the then-outstanding securities of SJW Corp.;

          (ii)  A merger, recapitalization, consolidation, or other
similar transaction to which SJW Corp. is a party, unless securities
representing at least fifty percent (50%) of the combined voting power of
the then-outstanding securities of the surviving entity or a parent
thereof are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who
beneficially owned the outstanding voting securities  of SJW Corp.
immediately before the transaction;

         (iii)  A sale, transfer or disposition of all or substantially
all of the assets of SJW Corp., unless securities representing at least
fifty percent (50%) of the combined voting power of the then-outstanding
securities of the entity acquiring the SJW Corp. assets or the parent of
such acquiring entity are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the outstanding voting securities of SJW
Corp. immediately before the transaction,

          (iv)  A merger, recapitalization, consolidation, or other
transaction to which SJW Corp. is a party or the sale, transfer, or other
disposition of all or substantially all of the SJW Corp. assets if, in
either case, the directors of SJW Corp. immediately prior to consummation
of the transaction do not, upon consummation of the transaction,
constitute at least a majority of the board of directors of the surviving
entity or the entity acquiring the SJW Corp. assets, as the case may be,
or a parent thereof (for this purpose, any change in director composition
that is anticipated or pursuant to an understanding or agreement in
connection with a transaction will be deemed to have occurred at the time
of the transaction); or

           (v)  A change in the composition of the Board of Directors of
SJW Corp. over a period of thirty-six (36) consecutive months or less such
that a majority of those Board members ceases by reason of one or more
contested elections for Board membership, to be comprised of individuals
who either (a) have been Board members since the beginning of such period
or (b) have been elected or nominated for election as Board members during
such period by at least a majority of the Board members who were described
in clause (a) or who were previously so elected or approved and who were
still in office at the time the Board approved such election or
nomination;

            provided that no Change in Control of SJW Corp. shall be
deemed to occur if the result of the transaction is to give more ownership
or control of SJW Corp. to any person or related group of persons who hold
securities representing more than thirty percent (30%) of the combined
voting power of the outstanding securities of SJW Corp. as of March 3,
2003.

     1.01  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

     1.02  "Corporation" shall mean San Jose Water Company and any
successor or assignee corporation, whether by way of merger, acquisition
or other reorganization.

     1.03  "Deferral Election" shall mean the irrevocable election filed
by the Participant under Article V of this Plan pursuant to which a
portion of his or her Eligible Earnings for the Plan Year is to be
deferred in accordance with the provisions of the Plan.

     1.04  "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.

     1.05  "Eligible Employee" shall mean any Employee who is either a
highly compensated employee of his or her Participating Employer or part
of its management personnel, as determined pursuant to guidelines
established from time to time by the Plan Administrator.  In no event
shall any of the following individuals be deemed to be Eligible Employees:

           (i)  an Employee who is not resident in the United States,

          (ii)  any individual classified as an independent contractor or
consultant or as a temporary employee, or

         (iii)  any individual who has ceased Employee status, whether by
reason of Retirement or otherwise.

     1.06  "Employee" shall mean any person  in the employ of the
Corporation (or any other Affiliated Company),  subject to the control and
direction of the employer entity as to both the work to be performed and
the manner and method of performance.

     1.07  "Extended Deferral Election" shall mean a Participant's
election, made in accordance with the terms and conditions of Section 7.02
of this Plan, to defer the distribution of his or her Deferral Election
Subaccount for an additional period of at least five (5) years measured
from the January 31 date on which that particular subaccount was scheduled
to first become due and payable under the Plan.

     1.08  "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     1.09  "Participant" shall mean each Eligible Employee who
participates in the Plan through one or more Deferral Elections under
Article V.

     1.10  "Participating Employer" shall mean, with respect to each
Participant, the Affiliated Company employing that individual which has,
with the consent of the Plan Administrator, adopted this Plan as a
deferred compensation program for one or more of its Employees. The
Participating Employers for the 2005 Plan Year are set forth in attached
Schedule I.  Any additional Affiliated Companies which may from time to
time become Participating Employers shall be listed in revised Schedule I.

     1.11  "Plan Year" shall mean each calendar year the Plan continues in
effect, beginning with the 2005 calendar year.

     1.12  "Section 401(k) Plan" shall mean the Corporation's salary
deferral election plan qualified under Code Sections 401(a) and 401(k),
pursuant to which one or more Employees may elect to reduce their salary
and other eligible earnings each pay period by a specified percentage or
dollar amount in return for a contribution in the same dollar amount to be
made by the Corporation on his or her behalf to such plan.

     1.13  "Separation from Service" shall mean the termination of
Employee status with the Corporation and all Affiliated Companies and any
other service relationship defined in the applicable Treasury Regulations
issued under Code Section 409A, other than by reason of death.

     1.14 "Valuation Date" shall mean any date as of which the balance
credited to each of the Participant's Deferral Election Subaccounts under
the Plan is to be determined.  If the date in question is coincident with
a date on which the U.S. financial markets are open for business, then the
Valuation Date shall be that same date; otherwise, the Valuation Date
shall be first date immediately preceding the date in question on which
the U.S. financial markets are open for business.


                           ARTICLE II

                          PARTICIPATION

     2.01  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.  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.

     2.02  Cessation of Participation.  Every Eligible Employee who
becomes a Participant may continue to file Deferral Elections under the
Plan for one or more subsequent Plan Years until the earliest of (i) his
or her exclusion from the Plan upon written notice from the Plan
Administrator, (ii) his or her cessation of Employee status or (iii) the
termination of the Plan.  The Plan Administrator shall have complete
discretion to exclude one or more individuals from Participant status for
one or more Plan Years as the Plan Administrator deems appropriate,
including the entire period the Participant continues in Employee status
following such exclusion.  However, no such exclusion authorized by the
Plan Administrator shall become effective until the first day of the first
Plan Year coincident with or next following the date of the Plan
Administrator resolution authorizing such exclusion.  If any individual is
excluded from Participant status for one or more Plan Years, then such
individual shall not be entitled to defer any part of his or her Eligible
Earnings for those Plan Years.  However, such individual may continue to
direct the hypothetical investment of his or her existing Deferral
Election Subaccounts pursuant to the provisions of Article VI.


                           ARTICLE III

                        DEFERRAL ELECTION

     3.01  Annual Election.  Each Participant shall have the right to file
a Deferral Election to defer a portion of his or her Eligible Earnings for
each Plan Year for which he or she is to be or remain a Participant.

     3.02  Election Procedure.  Each Deferral Election shall be made in
compliance with all of the following requirements and shall not be
effective unless such requirements are met:

           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.  However,
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.

           B.  The percentage of Eligible Earnings which a Participant may
elect to defer each Plan Year pursuant to his or her Deferral Election
must comply with the following guidelines:

             (i)  To the extent the Participant's base salary is the
subject of the Deferral Election, the amount to be deferred pursuant to
such election must not be less than five percent (5%), nor more than fifty
percent (50%), of his or her base salary.

            (ii)  To the extent the Participant's bonus or other incentive
compensation is the subject of the Deferral Election, the amount to be
deferred pursuant to such election must be a multiple of five percent
(5%), up to one hundred percent (100%) of his or her bonus or other
incentive compensation.

           C.  The Participant must also specify in the Deferral Election
the event or date which shall serve as the commencement date for the
distribution of the Deferral Election Subaccount attributable to that
election.  The following commencement dates shall be permissible:

              - January 31 of any calendar year which is at least five (5)
calendar years after the calendar year in which the Eligible Earnings
credited to such subaccount were earned,

              - January 31 of the calendar year following the calendar
year in which occurs the Participant's Separation from Service,

              - the earlier of (i) January 31 of any calendar year which
is at least five (5) calendar years after the calendar year in which the
Eligible Earnings credited to such subaccount were earned or (ii) January
31 of the calendar year following the calendar year in which occurs the
Participant's Separation from Service, or

              - the closing of  a Change in Control transaction.

           D.  The Participant shall also specify in the Deferral Election
the manner in which the Deferral Election Subaccount attributable to that
election shall be distributed.  The following methods of distribution
shall be permissible:

              -  lump sum payment,

              -  annual installments over five (5)-year term, or

              -  annual installments over ten (10)-year term

            E.  The Deferral Election, once made, shall be irrevocable
with respect to the Plan Year for which it is made.

     3.03  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.  The Participant
shall at all times be fully vested in the balance credited to each of his
or her Deferral Election Subaccounts.

     3.04  Withholding Taxes.  The Participant shall be responsible for
the satisfaction of all federal, state and local employment and other
payroll taxes (including FICA taxes) which are required to be withheld on
the Eligible Earnings deferred under the Plan and shall accordingly pay
such taxes as and when they become due under applicable law, either by
separate check payable to the Participating Employer or through the
Participating Employer's withholding of those taxes from other wages and
earnings payable to the Participant.  Accordingly, the  Participant's
Deferral Election shall be deemed to authorize such tax withholding by the
Participating Employer in the absence of any other arrangement made by the
Participant to satisfy his or her withholding tax liability.

     3.05  Subsequent Distribution.  The Deferral Election Subaccounts
shall be distributed in accordance with the provisions of Article VII of
the Plan.


                           ARTICLE IV

                        INVESTMENT RETURN

     4.01  Investment Return.  Each of the Participant's Deferral Election
Subaccounts shall be adjusted periodically to reflect the earnings, gains
and losses equal to the actual investment experience realized for the
period by one or more of the investment funds selected by the Participant
from the investment alternatives identified in Appendix I. The initial
selection of the applicable investment funds for each such subaccount must
be made prior to the start of the Plan Year to which that subaccount
relates.  On each day on which the U.S. financial


markets are open, each of the Participant's Deferral Election Subaccounts
shall be adjusted to reflect the investment gains, earnings or losses
those subaccounts would have actually realized had they been invested on
that day in the selected investment funds.

     4.02  Reallocation of Account Balances Between Funds.  A Participant
may elect at any time to reallocate (in such percentages as the Plan
Administrator shall authorize) part or all of the balance of one or more
of his or her Deferral Election Subaccounts among the available investment
alternatives.  Such election shall be made on a form provided by the Plan
Administrator, and the designated reallocation shall be effected as soon
as reasonably practicable after the filing of such form with the Plan
Administrator or its designate.

     4.03  Charges to Account.  Each of the Participant's Deferral
Election Subaccounts shall be charged with its allocable share of the
costs and expenses incurred in connection with the administration of the
investment return and reallocation provisions of this Article VI, except
to the extent one or more Participating Employers elect in their sole
discretion to pay all or a portion of those costs and expenses..

     4.04  Account Value.  The value of each of the Participant's Deferral
Election Subaccounts on any Valuation Date in question shall be equal to
the balance credited to that subaccount as of the close of business on
that date, including the appropriate adjustments for (i) any deferred
Eligible Earnings or investment gains or earnings credited to such
subaccount as of such date and (ii) any distributions, hardship
withdrawals or investment losses charged against the subaccount as of such
date.

     4.05  Account Statements.  Following the close of each calendar
quarter, each Participant shall receive a written statement of the value
of each of his or her Deferral Election Subaccounts as of the last
Valuation Date in that quarter.

     4.06  No Required Investment.  Although the investment return on each
of the Participant's Deferral Election Subaccounts is to be measured by
the actual gains, earnings and losses realized by one or more of the
investment alternatives selected by the Participant pursuant to this
Article VI, neither the Corporation nor any Participating Employer shall
be under any obligation to make the selected investments, and the
investment experience shall only be tracked as debits or credits to the
Participant's book accounts over the deferral period.  To the extent the
Corporation or any Participating Employer should elect to make any actual
investments, the purchaser Corporation or Participating Employer shall be
the sole and exclusive owner of those investments, and no Participant
shall have any right, title or interest in or to those investments.


                            ARTICLE V

                     DISTRIBUTION OF BENEFITS

     5.01  Normal Distribution.  The Participant's Deferral Election
Subaccount for a particular Plan Year shall become due and payable in
accordance with the commencement date and method of distribution
designated by the Participant in his or her Deferral Election for that
Plan Year, and such distribution shall begin as soon as administratively
practicable on or after the designated commencement date.  For a
Participant who has elected an installment distribution for any Deferral
Election Subaccount, the amount of each annual installment shall be
determined by dividing the balance credited to that subaccount as of the
most recent practicable Valuation Date (as determined by the Plan
Administrator) preceding the date of the actual distribution of that
installment by the number of installments (including the current
installment) remaining in the selected five (5) or ten (10)-year
distribution period.

     5.02  Extended Deferral Election.  A Participant may make an Extended
Deferral Election with respect to any Deferral Election Subaccount
maintained for him or her under the Plan, provided the  Participant
remains at the time of such election a highly compensated Employee or
member of the management group of an Affiliated Company (as determined
pursuant to guidelines established by the Plan Administrator).  However,
only one Extended Deferral Election may be made per Deferral Election
Subaccount.  The Extended Deferral Election must be made by filing an
appropriate election form with the Plan Administrator at least twelve (12)
months prior to the date the Deferral Election Subaccount subject to such
election is scheduled to become payable pursuant to Section 7.01, and the
Extended Deferral Election for that subaccount shall in no event become
effective or otherwise have any force or applicability until the
expiration of the twelve (12)-month period measured from the date such
election is filed with the Plan Administrator. The Extended Deferral
Election must specify a January 31 commencement date in a Plan Year which
is at least five (5) Plan Years later than the Plan Year in which the
distribution of that subaccount would have otherwise been made or
commenced in the absence of the Extended Deferral Election.  As part of
the Extended Deferral Election, the Participant who has previously elected
a lump sum distribution for the Deferral Election Subaccount may also
elect to have that subaccount distributed in one of the forms of
installment distribution specified in Section 5.02E in lieu of such lump
sum payment.  Once the Extended Deferral Election becomes effective in
accordance with the foregoing provisions of this Paragraph 7.02, such
election shall remain in effect, whether or not the Participant continues
in Employee status; provided, however, that in the event of the
Participant's death, the provisions of Paragraph 7.04 shall apply.

     5.03  Hardship Withdrawal.  If a Participant (A) incurs a severe
financial hardship as a result of (i) a sudden and unexpected illness or
accident involving the Participant or his or her spouse or any dependent
(as determined pursuant to Section 152(a) of the Code),  (ii) a casualty
loss involving the Participant's property or (iii) other similar
extraordinary and unforeseeable event beyond the Participant's control and
(B) does not have any other resources available, whether through
reimbursement or compensation (by insurance or otherwise) or liquidation
of existing assets (to the extent such liquidation would not itself result
in financial hardship), to satisfy such financial emergency, then the
Participant may apply to the Plan Administrator for an immediate
distribution from his or her Account in an amount necessary to satisfy
such financial hardship and the tax liability attributable to such
distribution.  The Plan Administrator shall have complete discretion to
accept or reject the request and shall in no event authorize a
distribution in an amount in excess of that reasonably required to meet
such financial hardship and the tax liability attributable to that
distribution.

     5.04  Death Before Full Distribution.  If the Participant dies before
the entire balance of his or her Account is distributed, then the unpaid
balance shall be paid in a lump sum to his or her designated
beneficiary(ies) under the Plan.  Such payment shall be made as soon as
administratively practical following the Participant's death.  The
Participant may designate one or more such beneficiaries, or may revoke
his or her existing beneficiary designation and make a new designation, by
filing a properly completed Beneficiary Designation, in substantially the
form of attached Exhibit B, with the Plan Administrator or its designate.
Should the Participant die without a valid beneficiary designation in
effect or after the death of his or her designated beneficiary(ies), then
any amounts due him or her under the Plan shall be paid to the personal
representative of his or her estate.

     5.05  Valuation.  The amount to be distributed from any Deferral
Election Subaccount pursuant to this Article VII shall be determined on
the basis  of the balance credited to that subaccount as of the most
recent practicable Valuation Date (as determined by the Committee or its
designate) preceding the date of the actual distribution.

     5.06  Withholding.  All payments made under the Plan shall be subject
to the Participating Employer's withholding of all required federal, state
and local income and employment/payroll taxes, and all such payments shall
be net of such tax withholding.

     5.07  Small Account Balances.   If the balance of the Participant's
Account is less than Fifty Thousand Dollars ($50,000) in the aggregate at
the time of his or her cessation of Employee status, then that balance
shall be distributed to the Participant in a lump sum distribution as soon
as administratively practical following such cessation of Employee status,
whether or not the Participant elected that form of distribution.  The
Fifty Thousand Dollar ($50,000) threshold shall automatically be adjusted
downward to the extent applicable Treasury Regulations under Code Section
409A require a lower dollar threshold in order to avoid adverse tax
consequences to Participants.

     5.08  Mandatory Deferral of Distribution.  Notwithstanding any
provision to the contrary in this Article VII or any other article of this
Plan, no distribution shall be made or commence, in connection with the
Separation from Service of a Participant who is at the time deemed to a
"key employee" within the meaning of that term under Code Section 416(i),
prior to the earlier of (i) the expiration of the six (6)-month period
measured from the date of such Separation from Service or (ii) the date of
the Participant's death.


                           ARTICLE VI

                         MISCELLANEOUS

     6.01  Benefits Not Funded.  The obligation to pay the vested balance
of each Participant's Deferral Election Subaccounts hereunder shall at all
times be an unfunded and unsecured obligation of the Participating
Employer. Except to the extent the Corporation or any Participating
Employer may in its sole discretion elect to implement a grantor trust to
hold funds for the payment of any benefits which become due and payable
hereunder, neither the Corporation nor any Participating Employer shall
have any obligation to establish any trust, escrow arrangement or other
fiduciary relationship for the purpose of segregating funds for the
payment of the balances credited to such subaccounts, nor shall the
Corporation or any Participating Employer be under any obligation to
invest any portion of its general assets in mutual funds, stocks, bonds,
securities or other similar investments in order to accumulate funds for
the satisfaction of its obligations under the Plan.

     6.02  General Creditor Status. The Participant (or his or her
beneficiary) shall look solely and exclusively to the general assets of
the Participating Employer for the payment of the Deferral Election
Subaccounts maintained on the Participant's behalf under the Plan.
Payments from any grantor trust established by the Corporation or any
Participating Employer under the Plan shall be made as and when benefits
become payable to Participants in accordance with the distribution
provisions of Article VII of the Plan, with any remaining balance due the
Participants to be paid out of the general assets of the Participating
Employer.

     6.03  No Employment Right.  Neither the action of the Corporation or
the Participating Employer in establishing or maintaining the Plan, nor
any action taken under the Plan by the Committee, nor any provision of the
Plan itself shall be construed so as to grant any person the right to
remain in the employ of the Participating Employer or any other Affiliated
Company for any period of specific duration, and the Participant may be
discharged at any time, with or without cause.

     6.04  Amendment/Termination.  The Plan Administrator may at any time
amend the provisions of the Plan to any extent and in any manner the Plan
Administrator shall deem advisable, and such amendment shall become
effective at the time of such Plan Administrator action.  Without limiting
the generality of the foregoing, the Plan Administrator may amend the Plan
to impose such restrictions upon the timing, filing and effectiveness of
Deferral Elections or Extended Deferral Elections, the investment
procedures and investment alternatives available under Article VI and the
distribution provisions of Article VII which the Plan Administrator deems
appropriate or advisable in order to avoid the current income taxation of
amounts deferred under the Plan which might otherwise occur as a result of
changes to the tax laws and regulations governing deferred compensation
arrangements such as the Plan and may also, in such event, cease further
deferrals under the Plan.  The Plan Administrator may also at any time
terminate the Plan in whole or in part.  Except for such modifications,
limitations or restrictions as may otherwise be required to avoid current
income taxation or other adverse tax consequences to Participants as a
result of changes to the tax laws and regulations applicable to the Plan,
no such plan amendment or plan termination authorized by the Plan
Administrator shall adversely affect the benefits of Participants accrued
to date under the Plan or otherwise reduce the then outstanding balances
credited to their Deferral Election Subaccounts or otherwise adversely
affect the distribution provisions in effect for those subaccounts, and
all amounts deferred prior to the date of any such plan amendment or
termination shall, subject to the foregoing exception, continue to become
due and payable in accordance with the distribution provisions of Article
VII as in effect immediately prior to such amendment or termination.

     6.05  Applicable Law.  The Plan is intended to constitute an unfunded
deferred compensation arrangement for a select group of management and
other highly compensated persons, and all rights hereunder shall be
construed, administered and governed in all respects in accordance with
the provisions of the Employee Retirement Income Security Act of 1974 (as
amended from time to time) applicable to such an arrangement and, to the
extent not pre-empted thereby, by the laws of the State of California
without resort to its conflict-of-laws provisions.  If any provision of
this Plan shall be held by a court of competent jurisdiction to be invalid
or unenforceable, the remaining provisions of the Plan shall continue in
full force and effect.

     6.06  Satisfaction of Claims.  Any payment made to a Participant or
his or her legal representative or beneficiary in accordance with the
terms of this Plan shall to the extent thereof be in full satisfaction of
all claims with respect to that payment which such person may have against
the Plan, the Plan Administrator (or its designate), the Corporation, the
Participating Employer and all other Affiliated Companies, any of whom may
require the Participant or his or her legal representative or beneficiary,
as a condition precedent to such payment, to execute a receipt and release
in such form as shall be determined by the Plan Administrator.

     6.07  Alienation of Benefits.  No person entitled to any benefits
under the Plan shall have the right to alienate, pledge, hypothecate or
otherwise encumber his or her interest in such benefits, and those
benefits shall not, to the maximum extent permissible by law, be subject
to claim of his or her creditors or liable to attachment, execution or
other process of law. Notwithstanding the foregoing, any benefits
otherwise due and payable to the Participant shall instead be distributed
to one or more third parties (including, without limitation, the
Participant's former spouse) to the extent such distribution is required
by a domestic relations order or other order or directive of a court with
jurisdiction over the Participant and his or her benefits hereunder, and
the Participant shall cease to have any right, interest or entitlement to
any benefits to be distributed pursuant to such order or directive.

     6.08  Expenses.  In addition to the expenses and costs set forth in
Section 6.03, each Participant's Account shall also be charged with its
allocable share of all other costs and expenses incurred in the operation
and administration of the Plan, except to the extent one or more
Participating Employers elect in their sole discretion to pay all or a
portion of those costs and expenses.

Successors and Assigns.  The obligation of each Participating Employer to
make the payments required hereunder shall be binding upon the successors
and assigns of that Participating Employer, whether by merger,
consolidation, acquisition or other reorganization. Except for such
modifications, limitations or restrictions as may otherwise be required to
avoid current income taxation or other adverse tax consequences to
Participants as a result of changes to the tax laws and regulations
applicable to the Plan, no amendment or termination of the Plan by any
such successor or assign shall adversely affect or otherwise impair the
rights of Participants to receive benefit payments hereunder, to the
extent attributable to amounts deferred prior to the date of such
amendment or termination, in accordance with the applicable distribution
provisions of Article VII hereof as in effect immediately prior to such
amendment or termination.

                            ARTICLE VII
                           BENEFIT CLAIMS

     7.01  Claims Procedure.  No application is required for the payment
of benefits under the Plan.  However, if any Participant (or beneficiary)
believes he or she is entitled to a benefit from the Plan which differs
from the benefit determined by the Plan Administrator, then such
individual may file a written claim for benefits with the Plan
Administrator.  Each claim shall be acted upon and approved or disapproved
within ninety (90) days following receipt by the Plan Administrator.

     7.02  Denial of Benefits.  In the event any claim for benefits is
denied, in whole or in part, the Plan Administrator shall notify the
claimant in writing of such denial and of his or her right to a review by
the Plan Administrator and shall set forth, in a manner calculated to be
understood by the claimant, specific reasons for such denial, specific
references to pertinent provisions of the Plan on which the denial is
based, a description of any additional material or information necessary
to perfect the claim, an explanation of why such material or information
is necessary, and an explanation of the review procedure.

     7.03  Review.

           A.  Any person whose claim for benefits is denied in whole or
in part may appeal to the Plan Administrator for a full and fair review of
the decision by submitting to the Plan Administrator, within ninety (90)
days after receiving written notice from the Plan Administrator of such
denial, a written statement:

          (i)  requesting a review by the Plan Administrator of his or her
claim for benefits;

         (ii)  setting forth all of the grounds upon which the request for
review is based and any facts in support thereof; and

         (iv)  setting forth any issues or comments which the claimant
deems pertinent to his or her claim.



            B.  The Plan Administrator shall act upon each such appeal
within sixty (60) days after receipt of the claimant's request for review
by the Plan Administrator, unless special circumstances require an
extension of time for processing.  If such an extension is required,
written notice of the extension shall be furnished to the claimant within
the initial sixty (60)-day period, and a decision shall be rendered as
soon as possible, but not later than one hundred twenty (120) days after
receipt of the initial request for review.  The Plan Administrator shall
make a full and fair review of each such appeal and any written materials
submitted by the claimant or the Participating Employer in connection
therewith and may require the Participating Employer or the claimant to
submit such additional facts, documents or other evidence as the Plan
Administrator may, in its sole discretion, deem necessary or advisable in
making such a review.  On the basis of its review, the Plan Administrator
shall make an independent determination of the claimant's eligibility for
benefits under the Plan.  The decision of the Plan Administrator on any
benefit claim shall be final and conclusive upon all persons.

            C.  Should the Plan Administrator deny an appeal in whole or
in part, the Plan Administrator shall give written notice of such decision
to the claimant, setting forth in a manner calculated to be understood by
the claimant the specific reasons for such denial and specific reference
to the pertinent Plan provisions on which the decision was based.  The
notice shall also include a statement that the claimant has a right to
bring a right to bring a civil action under Section 502(a) of the Employee
Retirement Income Security Act of 1974 (as amended from time to time).



                            SCHEDULE A

                LIST OF PARTICIPATING EMPLOYERS




                            EXHIBIT A

                 SPECIAL DEFERRAL ELECTION PLAN

                     DEFERRAL ELECTION FOR
                        200--- PLAN YEAR



                 SPECIAL DEFERRAL ELECTION PLAN

                     DEFERRAL ELECTION FORM
                         200--- PLAN YEAR

     Please check the applicable boxes and complete form as
appropriate.

[]  A.  I hereby elect to participate in the Special Deferral
        Election Plan (the "Plan") for the 200--- plan year

        I hereby elect to defer payment of a portion of my
        eligible earnings for services rendered in the 200---
        plan year, in the dollar amount determined in accordance
        with the following elections:

             Base Salary:  ---% (in increments of one percent,
        with a minimum of 5% and a maximum of 50%) of my base
        salary earned for service rendered during the 200-- plan
        year.

             Bonus/Incentive Compensation:  ---% (in increments
        of 5%, up to a maximum of 100%) of any cash bonus or
        other cash incentive compensation earned for service
        rendered during the 200--- plan year.

[]  B.  I hereby elect the following commencement date for the
        distribution of  my deferral election subaccount for the
        200-- plan year:

           --  January 31 of calendar year ----(must be at least
               five (5) calendar years after the calendar year
               for which this deferral election is made)

           --  January 31 of the calendar year following the
               calendar year in which my separation from service
               occurs,  or

           --  the earlier of (i) January 31 of any calendar
               year which is at least five (5) calendar years
               after the calendar year for which this deferral
               is made or (ii) January 31 of the calendar year
               following the calendar year in which my
               separation from service occurs.

           --  closing  a Change in Control

[]  C.  I hereby elect the following method of distribution for
        my deferral election subaccount for the 200-- plan year:

           --  lump sum payment

           --  annual installments over five (5)-year term, or

           --  annual installments over ten (10)-year term

        I understand that no distribution shall be made or
        commence, in connection with my separation from service,
        prior to the earlier of (i) the expiration of the six
        (6)-month period measured from the date of such
        separation from service or (ii) the date of my death, if
        I am deemed at the time of such separation from service
        to be a "key employee" within the meaning of that term
        under Code Section 416(i).

        As required by the Federal tax laws, my deferral
        election is irrevocable and cannot be changed or
        modified under any circumstances.

        To the extent my rights under law to the earnings
        deferred pursuant to this election are greater than the
        rights of a general unsecured creditor of my
        Participating Employer, I hereby waive those rights and
        agree that I shall have only the rights of a general
        unsecured creditor with respect to the payment of my
        deferred earnings.

        I understand that legislation recently passed by the US
        Congress has substantially changed the law relating to
        deferred compensation.  Treasury Regulations under the
        new law are expected in mid-December 2004.  I understand
        that additional restrictions may have to be imposed on
        my ability to change my deferral or distribution
        elections and on the provisions of the Plan relating to
        such deferrals and distributions in order to avoid
        current taxation of the amounts I have deferred under
        the Plan.

        I understand I am responsible for the satisfaction of
        all federal, state and local employment and other
        payroll taxes (including FICA taxes) which are required
        to be withheld on the compensation I defer under the
        Plan, and I shall pay such taxes as and when they
        become due under applicable law, either by separate
        check payable to my Participating Employer or through my
        Participating Employer's withholding of those taxes from
        other wages and earnings payable to me.  Accordingly,
        this deferral election shall be deemed to authorize such
        tax withholding by my Participating Employer in the
        absence of any other arrangement made by me to satisfy
        such withholding tax liability.

[]  D.  I hereby elect not to defer any portion of my base
        salary for the 200--- Plan Year under the  Plan.

[]  E.  I hereby elect not to defer any portion of my bonus or
        other incentive compensation for the 200-- Plan Year
        under the Plan.



[]  F.  I hereby elect to have the deferral elections specified
        in Sections A through C above continue for each
        subsequent plan year, until I change my deferral
        elections in accordance with the provisions of the Plan.
        Any such change shall become effective for a particular
        plan year only if the new deferral election is filed not
        later than the December 31 immediately prior to the
        start of that plan year.


                            Printed Name:  ---------------------

                            Signature:  ------------------------

                            Dated: ---------------------, 200---



                            EXHIBIT B
                  SPECIAL DEFERRAL ELECTION PLAN

                    DESIGNATION OF BENEFICIARY

          I hereby designate the following individual or
individuals as the beneficiary or beneficiaries of all my right,
title and interest in and to the unpaid vested balance credited
to my account under the Special Deferral Election Plan at the
time of my death, hereby revoking any prior designation of
beneficiaries made by me under such Plan:

          Name                 Relationship     Percent of Total
          ----                 ------------     ----------------

(1) --------------------   -------------------      --------

(2) --------------------   -------------------      --------

(3) --------------------   -------------------      --------

(4) --------------------   -------------------      --------


          The beneficiary must survive me; otherwise, his or her
designated share is to be divided equally among the
beneficiaries who do survive me.


                            Signature --------------------------

                            Name -------------------------------

                            Dated: ---------------------, 200---


                            APPENDIX I

               LIST OF INVESTMENT FUND ALTERNATIVES

     The investment fund alternatives for the 2005 Plan Year
shall be the same as the investment funds available for such
year for salary deferral contributions made under the Section
401(k) Plan.



</TEXT>
</DOCUMENT>
</SUBMISSION>
