Exhibit 10.1

                          SJW CORP.

                DIRECTOR COMPENSATION POLICIES

             Approved by the Board: July 28, 2005


I.   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.

II.   COMPENSATION POLICIES.

      A.  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.

      B.  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.

      C.  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.

      D.  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").

      E.  Annual Retainer Fee Deferral Election Program.

          Non-employee directors are eligible to participate in
SJW Corp.'s Annual Retainer Fee Deferral Election Program as
more fully set forth in such Program.



      F.  Deferred Restricted Stock Program.

          Non-employee directors shall be granted deferred
restricted stock awards and Dividend Equivalent Rights as more
fully set forth in SJW Corp.'s Deferred Restricted Stock
Program.

      G.  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.


Adopted By the Board: July 28, 2005   /s/ Suzy Papazian
                      -------------   -----------------------
                                          Suzy Papazian,
                                          Corporate Secretary