Exhibit 10.26
                             SJW CORP.
                        ANNUAL RETAINER FEE
                     DEFERRAL ELECTION PROGRAM

I.  PURPOSE.

The objective of the Annual Retainer Fee Deferral Program (the
"Program") is to promote the long-term success of the SJW Corp.
(the "Corporation") by linking incentive opportunities for non-
employee members of the Board to the performance of the
Corporation.

II.  ELIGIBILITY.

All non-employee members of the Board are eligible to
participate in the Program.

III.  DEFERRAL AWARDS.

      A.  Term of Program.  The Program will commence with
deferral of the Annual Board Retainer Fee attributable to the
period beginning September 1, 2003 and continuing through
December 31, 2003 (the "Initial Deferral Period").  The Program
will continue on an annual basis from January 1, 2004 on, unless
otherwise specified by the Committee.

      B.  Deferral Procedure.  A non-employee director (or
"Participant") may defer either fifty percent (50%) or one
hundred percent (100%) of the annual retainer fee for a period
(the "Annual Retainer") by completing and filing with the
Corporation a Deferral Election Form.  For the Initial Deferral
Period, the Corporation must receive such election no later than
August 31, 2003.  For all other deferral periods, such election
must be received by December 31 of the calendar year before the
year for which the Annual Retainer is to be paid, unless
otherwise specified by the Committee.  Each such election shall
be irrevocable and cannot be modified for any reason.

      C.  Form of Deferral.  The Annual Retainer that is
deferred for any year will be paid in the form of a restricted
stock award, subject to the terms of this Program.  Each
restricted stock award attributable to a deferred Annual
Retainer for any year shall be made on the first business day of
the year for which such Annual Retainer is earned, but will vest
in monthly installments, as the Annual Retainer would have been
otherwise earned; provided that for the Initial Deferral Period,
the deferral elections will be limited to that portion of the
2003 Annual Retainer attributable to Participant's Service after
August 31, 2003 and the restricted stock award attributable to
such election will be made on September 1, 2003.  The number of
shares in each Participant's restricted stock award for each
year will equal (i) the amount of the Annual Retainer deferred
for such year, divided by (ii) the Fair Market Value of one
share of the Corporation's Common Stock on the last business day
before the date of grant of the award.

      D.  Deferral Restricted Stock Account.  Each Deferred
Restricted Stock Award will be credited to a "Deferral
Restricted Stock Account" established for such Participant.  The
right to receive shares 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 Common Stock after the
restricted stock award is made, the Participant shall be
credited with a dollar amount equal to the dividend paid per
share multiplied by the number of shares previously credited to
Participant's Deferral Restricted Stock Account and not
distributed as of the record date for the dividend.  As of the
first business day in January of each year, the Deferral
Restricted Stock Account will be credited with a number of
shares equal to (i) the cash dividend equivalent amounts
credited to Participant 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 Deferral Restricted Stock Account will
vest in the same manner as the restricted stock award to which
they are attributable.

V.  PAYMENT OF SHARES.

The shares of restricted stock award credited to a Participant's
Deferral Restricted Stock Account shall, to the extent vested,
be distributed within thirty (30) days following the
Participant's termination of Service in the form of shares of
Common Stock.  Payments shall be made 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.  Any
shares that had not vested before a participant's termination of
Service will be forfeited.

VI.  DEFINED TERMS.

All capitalized terms in this Agreement shall have the meaning
assigned to them in the Plan, this document or the Deferral
Election Form.

VII.  MISCELLANEOUS.

This Program and the Deferral Restricted 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.