Third Amendment to the Formulaic Equity Award Program for Non-employee Board members dated October 24, 2018

WHEREAS, SJW Group (the “Company”) maintains the SJW Group Formulaic Equity Award Program for Non-Employee Board Members (the “Program”) under the SJW Group Long-Term Incentive Plan (the “LTIP”);

NOW, THEREFORE, the Program is hereby amended as follows to be effective with the 2019 Annual Meeting:

1.    Section II.A.2 of the Automatic Grant Program is hereby amended and restated in its entirety to read as follows:

“2.    Commencing with the 2019 Annual Meeting, the Applicable Annual Amount shall be in the dollar amount of Eighty Thousand Dollars ($80,000.00) per non-employee Board member for the Awards to be made at each annual meeting of the Corporation’s shareholders. For Awards made at the Annual Meetings for 2014, 2015 and 2016, the Applicable Annual Amount was in the dollar amount of Thirty-Five Thousand Dollars ($35,000.00) per non-employee Board member. For Awards made at the Annual Meetings for 2017 and 2018, the Applicable Annual Amount was in the dollar amount of Sixty Thousand Dollars ($60,000.00) per non-employee Board member”

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed on this 24^th day of October, 2018.

SJW Group