EXHIBIT 10.1

                                                       SJW CORP.

        DIRECTOR COMPENSATION AND EXPENSE REIMBURSEMENT POLICIES

                         Approved by the Board: January 31, 2006

I.   DIRECTOR COMPENSATION.

A.   ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE.

     The Board, through the Executive Compensation Committee,
will review, or request management or outside consultants to
review, appropriate compensation policies for the directors
serving on the Board and its committees.  This review may
consider board compensation practices of other similar public
companies, contributions to Board functions, service as
committee chairs, and other appropriate factors.

B.   COMPENSATION POLICIES.

     1.  Annual Retainer.

     SJW Corp., San Jose Water Company and SJW Land Company
shall pay each of their non-employee directors annual retainers
of $6,000, $16,000 and $5,000, respectively.

     2.  Board and Committee Meetings Held In Person.

     The meeting fees set forth in this section shall be paid in
connection with Board and Committee meetings held in person.

     The meeting fees for the Chairman of the Board of SJW
Corp., San Jose Water Company and SJW Land Company shall be
$5,000, $5,000 and $2,500, respectively, for each Board meeting
attended in person.

     The meeting fees for the Chairman of SJW Corp.'s Audit
Committee and the Chairman of the other SJW Corp. Board
Committees shall be $3,000 and $2,000, respectively, for each
Committee meeting attended in person.

     All other non-employee directors of SJW Corp. and San Jose
Water Company shall be paid $1,000 for each Board or Committee
meeting attended in person and all other non-employee directors
of SJW Land Company shall be paid $500 for each Board meeting
attended in person.

     In the event a non-employee director attends an in-person
Board or Committee meeting by telephone, he or she shall be
entitled to receive the meeting fees set forth above in this
section for the first meeting attended by telephone in a
calendar year and half of such meeting fees for subsequent
meetings attended by telephone in the same calendar year.

     3.  Board and Committee Meetings Held Telephonically.
     The meeting fees set forth in this section shall be paid in
connection with Board and Committee meetings held telephonically.

     The meeting fees for the Chairman of the Board of SJW Corp., San
Jose Water Company and SJW Land Company shall be $5,000, $5,000
and $2,500, respectively, for each Board meeting attended.

     The meeting fees for the Chairman of SJW Corp.'s Audit
Committee and the Chairman of the other SJW Corp. Board
Committees shall be $3,000 and $2,000, respectively, for each
Committee meeting attended.

     All other non-employee directors of SJW Corp. and San Jose
Water Company shall be paid $1,000 for each Board or Committee
meeting attended and all other non-employee directors of SJW
Land Company shall be paid $500 for each Board meeting attended.

     4.  Other Meetings.

     Non-employee directors may also receive fees which shall be
determined on a case-by-case basis by SJW Corp.'s Executive
Compensation Committee and ratified by the Board, for attending
additional meetings, which are not Board or Committee meetings,
such as Board retreats, strategic planning meetings, or other
programs organized by SJW Corp., San Jose Water Company or SJW
Land Company ("Other Meetings").

     5.  Long-Term Incentive Plan.

     Non-employee directors are eligible to participate in SJW
Corp.'s Long-Term Incentive Plan, as amended ("LTIP"), and may
also be eligible to participate in programs now or hereafter
established thereunder, as more fully set forth in the LTIP and
the programs established thereunder.

     6.  Director Pension Plan.

     As more fully set forth in a resolution adopted by SJW
Corp.'s Board of Directors on September 22, 1999, when a
director ceases to be a director, he or she shall receive a
benefit equal to the annual retainer in effect at the time such
director ceases to be a director (the "Director Pension Plan").
This benefit will be paid to the director, his beneficiary or
his estate, for the number of years the director served on the
Board up to a maximum of 10 years.  Only non-employee directors
who did not elect, in 2003, to have their existing Director
Pension Plan benefits converted into deferred restricted stock
pursuant to the Deferred Restricted Stock Program continue to
participate in the Director Pension Plan.  Directors who elected
to convert their existing Director Pension Plan benefits into
deferred restricted stock in 2003 and each non-employee member
of the Board who commences Board service on or after April 29,
2003 shall not be eligible to participate in the Director
Pension Plan.


II.  EXPENSE REIMBURSEMENT.

     All reasonable expenses incurred by a non-employee director
in connection with his or her attendance at a SJW Corp., San
Jose Water Company or SJW Land Company Board Meeting, Committee
Meeting or Other Meeting, which shall include the expense of
traveling by non-commercial aircraft if within 1,000 miles of
company headquarters and approved by the Chairman of the Board,
and the expense of traveling first class for any travel within
the United States, shall be reimbursed.

Adopted By the Board: January 31, 2006      /s/ Suzy Papazian
                                            Suzy Papazian,
                                            Corporate Secretary