Exhibit 10.25

                              SJW CORP.

                  DEFERRED RESTRICTED STOCK PROGRAM

I.   PURPOSE.

     The objective of the Deferred Restricted Stock Program (the
"Program") is to promote the long-term success of the SJW Corp.
(the "Corporation") and its subsidiaries by linking incentive
opportunities for non-employee members of the Board of Directors
of the Corporation. (the "Board") to the performance of the
Corporation and its subsidiaries.

II.  ELIGIBILITY.

     All non-employee members of the Board who: (1) are elected
or appointed to the Board as non-employee directors on or after
the date of the 2003 annual meeting of the Corporation's
shareholders ("New Director(s)") or (2) if elected or appointed
to the Board as a non-employee director prior to such date,
elect, by written notice to the Corporation no later than August
31, 2003 to convert from the Director's Pension Plan to the
Program (an "Existing Director"), are eligible to participate in
the Program (together, the "Participants").

III. AWARDS OF DEFERRED RESTRICTED STOCK.

     A.  Annual Grants to New Directors.  Each New Director will
receive an annual grant of the right to receive restricted stock
("Deferred Restricted Stock") commencing on the third business
day after the next annual meeting of the Corporation's
shareholders ("Annual Meeting") which is at least six (6) months
following his or her election or appointment to the Board and on
the third business day after each of the next nine (9) annual
meetings, so long as he or she remains a non-employee member of
the Board through such date.  The number of shares of each
annual Deferred Restricted Stock award will be that number of
shares (rounded to the nearest whole share) equal to (i) the
amount of the aggregate annual retainers, as of the date of
grant, for service on the Board and the board of directors of
the Corporation's subsidiaries ("Annual Retainer Fee") divided
by (ii) the Fair Market Value of one share of the Corporation's
Common Stock on the date of grant.

     B.  Annual Grants to Existing Directors.  Each Existing
Director who elects to participate in the Program will receive
annual grants commencing on the third business day following the
2004 Annual Meeting and continuing so long as he or she
continues as a non-employee director, determined in the same
manner as under Section A of this Article III; provided that the
number of annual grants that such Participant is entitled to
receive shall equal (i) ten (10) less (ii) the number of full
years of service credit that such Participant had under the
Director Pension Plan before the 2003 Annual Meeting.  However,
if such Participant had a partial year of credit under the
Director Pension Plan, that equals or exceeds 6 months of
service credit, the initial annual grant to such Participant
shall be made on September 1, 2003.

     C.  Conversion Grant to Existing Directors.  If an Existing
Director elects to participate in the Program, the benefits that
such Existing Director had accrued under the Director's Pension
Plan (based on full years of service) shall be converted into an
additional grant of Deferred Restricted Stock on September 1,
2003.  The number of shares subject to such grant shall equal
(i) $27,000 (the Annual Retainer Fee as of date of the 2003
Annual Meeting) multiplied by the whole number of years of
service credit under the Director's Pension Plan as of the date
of the 2003 Annual Meeting, divided by (ii) the Fair Market
Value of one share of the Corporation's Common Stock on
September 1, 2003.  An Existing Director who elects to
participate in the Program shall have no further rights under
the Directors' Pension Plan.  If a portion of the benefit
accrued by an Existing Director's under the Director's Pension
Plan as of the 2003 Annual Meeting is owed to another person
under a domestic relations order, the Existing Director's
conversion election shall not apply to such portion, in which
case the calculation of the number of shares under the
conversion grant shall be proportionately reduced.

     D.  Deferred Restricted Stock Account. A "Deferred
Restricted Stock Account" will be established for each New
Director and each Existing Director who elects to participate in
the Program and all grants of Deferred Restricted Stock made to
such director shall be credited to such account.  The right to
receive shares credited to such account shall be an unfunded and
unsecured right of a general creditor.

IV.  DIVIDEND RIGHTS.

     Each time a dividend is paid on Common Stock after a
Restricted Stock Award is made to a Participant, the Participant
will be credited with a dollar amount equal to the dividend paid
per share multiplied by the number of shares previously credited
to Participant's Deferred 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 Deferred
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.

V.   VESTING AND PAYMENT OF SHARES.

     A.  The shares of Common Stock credited to the Deferred
Restricted Stock Account as an annual grant to a New Director
pursuant to Section III.A. or as an annual grant to an Existing
Director pursuant to Section III.B. will be fully vested at all
times.

     B.  That number of shares of Common Stock credited to the
Deferred Restricted Stock Account as a conversion grant to an
Existing Director pursuant to Section III.C. that does not
exceed in value (based on the Fair Market Value of one share of
the Corporation's Common Stock on September 1, 2003) (i) the
aggregate dollar amount that was accrued by the Corporation as
an expense, for financial accounting purposes, with respect to
the benefits accrued by such Existing Director under the
Directors' Pension Plan immediately before such conversion grant
(disregarding any portion of the accrual that is not converted
to a Restricted Stock Award due to a domestic relations order),
divided by (ii) the Fair Market Value of one share of the
Corporation's Common Stock on September 1, 2003 will be fully
vested at all times.  The remaining shares of Common Stock
credited to the Deferred Restricted Stock Account as a
conversion grant shall vest in three (3) equal annual
installments on each of the first three (3) Annual Meetings
after the 2003 Annual Meeting, provided the Existing Director
continues in service as a non-employee Board member through such
date.  However, such shares of Common Stock shall vest on an
accelerated basis in the event of the Existing Director's death,
Disability, termination of Board service after attainment of the
age after which he or she may no longer stand for re-election
under the Board's policy, removal from the Board other than for
cause or such other circumstances approved by the Board.  For
purposes of this Section V.B. the term "Disability" shall mean
the permanent and total disability of the Existing Director as
determined pursuant to Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended from time to time.

     C.  Shares of Common Stock credited to a Deferred
Restricted Stock Account as a result of dividend rights under
Section IV above shall vest in the same manner as the shares
with respect to which the dividend rights were credited.

     D.  The Deferred Restricted Stock Accounts, to the extent
vested, shall be distributed commencing within thirty (30) days
following Participant's termination of Board 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 at the time of his or her initial
grant of Deferred Restricted Stock.

VI.  DEFINED TERMS.

     All capitalized terms in this Agreement shall have the
meaning assigned to them in the Plan and this document.

VII. MISCELLANEOUS.

     This Program and the Deferred Restricted Stock awards made
hereunder 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 Conversion Form, if applicable, and
Deferral Election Form.


exhibit10-25.doc