EXHIBIT 10.2

                               SJW CORP.
                          ANNUAL RETAINER FEE
                       DEFERRAL ELECTION PROGRAM

                AS AMENDED AND RESTATED JANUARY 30, 2006


I.   PURPOSE OF RESTATEMENT.

     This Amended and Restated Annual Retainer Fee Deferral Program (the
"Program") shall become effective upon adoption by the Executive Compensation
Committee of the Board of Directors SJW Corp. (the "Corporation") at the
January 30, 2006 meeting.

     The objectives of the Program as so restated are to (i) continue to
promote the long-term success of the Corporation by linking incentive
opportunities for non-employee members of the Board to the performance of the
Corporation and (ii) expand the elements of compensation which such Board
members may elect to defer under the Program to include retainer fees for
service on any Board committee and fees for attendance at Board and Board
committee meetings.

     In connection with such restated objectives, the Program is hereby
renamed the SJW Corp. Deferral Election Program for Non-Employee Board
Members.

II.  ELIGIBILITY.

     All non-employee members of the Corporation's Board of Directors are
eligible to participate in the Program.

III. DEFERRAL AWARDS.

     A.  Term of Program.  The Program as hereby restated shall become
     effective with the fees to be earned for the 2007 calendar year.
     Accordingly, the following fees payable for the 2007 calendar may be
     deferred under the Program: (i) the annual retainer fee for service as a
     non-employee member of the Board of Directors of the Corporation or any
     affiliated entity, (ii) the annual retainer fee for service as a non-
     employee member of any committee of such Board of Directors, (iii) the
     attendance fee for each meeting of such Board of Directors which is
     scheduled for such calendar year prior to the start of that calendar
     year and (iv) the attendance fee for each meeting of each Board
     committee on which the non-employee member serves which is scheduled for
     such calendar year prior to the start of that calendar year. Such
     retainer and scheduled meeting fees for each calendar year for which the
     restated Program continues in effect shall hereinafter be collectively
     referred to as the "Annual Service Fees."  The restated Program will
     also allow deferral elections to be made for the Annual Year Service
     Fees to be earned in each subsequent calendar year, unless otherwise
     specified by the Executive Compensation Committee of the Corporation's
     Board of Directors. Fees for Board or Board committee meeting which
     occur during a particular calendar year but which were not scheduled
     prior to the start of that calendar year cannot be deferred under the
     Program.

     B.  Deferral Procedure.  Each non-employee member of the Corporation's
     Board of Directors ("Participant") may elect to defer the following
     percentages of the Annual Services Fees for any calendar year by
     completing and filing with the Corporation a Deferral Election Form for
     that calendar year:

          -  either fifty percent (50%) or one hundred percent (100%) of the
     portion of the Annual Service Fees attributable to the retainer fees for
     service on the Board or any Board committee, and

          -  one hundred percent (100%) of the portion of the Annual Service
     Fees attributable to Board and Board committee meeting fees.

     C.  Such election must be filed on or before December 31 of the calendar
     year preceding the particular calendar year for which the Annual Service
     Fees subject to that election are to be earned.  Each such election
     shall become irrevocable on that December 31 filing deadline and cannot
     be modified for any reason thereafter.

     D.  Form of Deferral.  The Annual Service Fees that are deferred for any
     calendar year will be converted into a deferred stock award, subject to
     the terms of this Program.  The deferred stock award attributable to the
     deferred Annual Service Fees for any calendar year shall be made on the
     first business day of that calendar year.  The number of shares
     constituting each Participant's deferred stock award for each calendar
     year will be determined by dividing (i) the amount of the Annual Service
     Fees deferred for that year by (ii) the Fair Market Value of one share
     of the Corporation's Common Stock on the business day immediately prior
     to grant date of the award.

     E.  Vesting.  The deferred stock award will vest in accordance with the
     following provisions:

          -  the portion of the deferred stock award attributable to the
          annual retainer fee for service as a non-employee member of the
          Board of Directors will vest in twelve (12) equal monthly
          installments upon the Participant's completion of each month of
          such Board service during the calendar year to which that award
          relates;

         -  the portion of the deferred stock award attributable to the
         annual retainer fee for service as a non-employee member of any
         Board committee will vest in twelve (12) equal monthly installments
         upon the Participant's completion of each month of such committee
         service during the calendar year to which that award relates; and

         -  the portion of the deferred stock award attributable to meetings
         of the Board of Directors or committees of the Board will vest in
         twelve (12) equal monthly installments upon the Participant's
         completion of each month of Board service during the calendar year
         to which those meeting fees relate.

     F.  Deferred Stock Account.  The Deferred Stock Award for each calendar
     year will be credited to a "Deferred Stock Account" established for such
     Participant.  The right to receive the shares of Common Stock credited
     to such Account shall be an unfunded and unsecured right of a general
     creditor.

IV.  DIVIDEND RIGHTS.

     A.  Dividend Rights Attributable to Restricted Stock Award.  Each time a
     dividend is paid on the outstanding Common Stock after the deferred
     stock award is made, the Participant's Deferred Stock Account shall be
     credited with a dollar amount equal to the dividend paid per share
     multiplied by the number of shares previously credited to that Account
     and not distributed as of the record date for the dividend.  As of the
     first business day in January of each year, the Deferred Stock Account
     will be credited with a number of shares of Common Stock equal to (i)
     the cash dividend equivalent amounts credited to that Account for the
     immediately preceding year divided by (ii) the average of the Fair
     Market Value of the Common Stock on each of the dates in the immediately
     preceding year on which dividends were paid.

     B.  Vesting of Dividend Rights.  The shares of Common Stock credited to
     the Deferred Stock Account as a result of the foregoing dividend rights
     will vest at the same time as the portion of the deferred stock award to
     which they are attributable vests.

V.   PAYMENT OF SHARES.

     The shares of Common Stock credited to a Participant's Deferred Stock
     Account shall, to the extent vested, be distributed within thirty (30)
     days following the Participant's termination of service as a member of
     the Corporation's Board of Directors.  The distribution shall be in the
     form of shares of Common Stock issued under the Corporation's Long-Term
     Incentive Plan (the "Plan"). The Deferred Stock Account of each
     Participant shall be divided into a series of subaccounts, one for each
     calendar year for which such Participant defers all or part of his or
     her Annual Service Fees.  The subaccount for each such designated
     calendar year shall be paid in the form of a single lump sum or in up to
     ten (10) annual installments, as the Participant may elect in his or her
     Deferral Election Form for that calendar year.

     Any shares that have not vested before a Participant's termination of
     service as a member of the Corporation's Board of Directors will be
     forfeited.

VI.  DEFINED TERMS.

     All capitalized terms in this Agreement, to the extent not expressly
     defined herein, shall have the meaning assigned to them in the Plan,
     this document or the Deferral Election Form.

VII. MISCELLANEOUS.

     This Program and the Deferred Stock Account evidenced hereby are made
     and granted pursuant to the Plan and are in all respects limited by and
     subject to the terms of the Plan, this Program and the Deferral Election
     Form.