Exhibit 10.1
                               SJW CORP.
                          ANNUAL RETAINER FEE
                      DEFERRAL ELECTION PROGRAM
                      _________________________

               AS AMENDED AND RESTATED OCTOBER 27, 2005
               ________________________________________

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.  The portion of the
     Deferral Restricted Stock Account attributable to each
     separate Annual Retainer deferred in whole or in part under
     the Program 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 particular Annual Retainer.  Solely with respect
     to the portion of the Deferral Restricted Stock Account
     attributable to the Participant's Deferral Election for his
     2005 Annual Retainer and the related dividend rights, the
     Participant may make a new payment election at any time on
     or before December 31, 2005.

     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.

      A.  Governing Provisions. 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.

      B.  Special Termination Election for Calendar Year 2005
      Participation.  Each Participant shall, with respect
      to the portion of his Deferral Restricted Stock
      Account attributable to his Deferral Election for his
      2005 Annual Retainer and the related divided rights,
      have the right to make a special election on or before
      November 30, 2005 to receive the shares of Common
      Stock credited to that portion of his Deferral
      Restricted Stock Account in a lump sum distribution
      made on or before December 31, 2005.  The election can
      only be made by filing the appropriate election form
      with the Corporation not later than November 30, 2005,
      and the election once filed shall be irrevocable.





                   SPECIAL TERMINATION ELECTION
                               FOR
                          2005 PLAN YEAR

     I hereby elect to terminate my participation in the SJW
Corp. Annual Retainer Fee Deferral Election Program for the 2005
Plan Year and instead receive a lump distribution of the shares
of SJW Corp. common stock credited to the portion of my deferral
restricted stock account under such program which is
attributable to the annual retainer fees I elected to defer for
the 2005 calendar year and my related dividend rights.  I
understand and agree that the lump sum distribution will be made
to me on or before December 31, 2005 and that such distribution
will constitute taxable income in calendar year 2005 for
federal, state and local income tax purposes.  I further
understand that this election is irrevocable.


                        SIGNATURE: __________________________

                        PRINTED NAME: _______________________

                        DATED: _________________, 2005*



*  The election must be filed with the Plan Administrator on or
before November 30, 2005 to be effective.