Exhibit 10.2

SJW CORP.
EXECUTIVE OFFICER SHORT-TERM INCENTIVE PLAN
I.    PURPOSE OF THE PLAN
      The SJW Corp. Executive Officer Short-Term Incentive Plan
(the "Plan") is intended to promote the interests of SJW Corp.
(the "Company") and its shareholders by establishing a compensation
program to provide the Company's executive officers with the
opportunity to earn incentive awards that are tied to the achievement
of specific performance objectives and that should accordingly
qualify as performance-based compensation for purposes of Section 162(m)
of the Internal Revenue Code of 1986, as amended from time to time (the "Code").

II.    PLAN STRUCTURE
      A.    Bonuses shall be earned under the Plan on the basis of
the
Company's performance measured in terms of one or more pre-established
performance
objectives to be attained over a designated performance period (the
"Performance
Period").  Each applicable Performance Period under the Plan shall be
established
by the Plan Administrator and may range in duration from a minimum
period of
twelve (12) months to a maximum period of thirty-six (36) months. The
initial
Performance Period shall be the twelve (12)-month period coincident with
the
Company's 2009 fiscal year beginning January 1, 2009 and ending December
31, 2009.
      B.    No bonus shall be earned with respect to a particular
performance goal unless that performance goal is attained at the minimum
threshold level. The Participant may earn a bonus at a dollar amount in
excess of the target bonus set for the Participant for a particular
Performance Period if the applicable performance goals for that Performance
Period are attained at an above-target level.
      C.    The Plan Administrator shall have the discretionary
authority to reduce the actual bonus amount payable to any Participant
below the amount that would otherwise be payable to that individual
based solely on the attained level of the performance goals for the applicable
Performance Period. In no event, however, may the Plan Administrator increase
the bonus amount payable to a Participant beyond the maximum bonus amount
set for the attained level of performance.
III.  PLAN ADMINISTRATION
      A.    The Plan shall be administered by a committee of two or more
non-employee members of the Company's Board of Directors, each of whom
shall qualify as an "outside director" under Code Section 162(m) and
Section 1.162-27(e) of the Treasury Regulations thereunder.  Such committee
in its capacity as administrator of the Plan (the "Plan Administrator")
shall have full power and authority (subject to the express provisions
of the Plan)  to:


                  a.    establish the duration of each Performance
Period;
                  b.    select the eligible individuals who are to
participate in the Plan for such Performance Period;
                  c.    determine the specific performance objectives
for each Performance Period at one or more designated levels of
attainment and set the bonus potential for each participant at each
corresponding level of attainment;
                  d.    certify the attained level of the applicable
performance goals for the Performance Period and determine, on the
basis of that certification, the actual bonus for each participant
in an amount not to exceed his or her maximum bonus potential for the
certified level of attainment; and
                  e.    exercise discretionary authority, when appropriate,
to reduce the actual bonus payable to any participant below his or her
bonus potential for the attained level of performance for the Performance
Period.
      B.    The Plan Administrator shall also have full power and
authority to interpret and construe the provisions of the Plan and adopt
rules and regulations for the administration of the Plan.
      C.    Decisions of the Plan Administrator shall be final and
binding upon all parties who may have an interest in the Plan or any bonus
amount payable under the Plan.
IV.   ELIGIBILITY AND PARTICIPATION
      A.    The individuals eligible to participate in the Plan shall
be limited to the executive officers of the Company subject to the short-
swing profit liability provisions of Section 16 of the Securities Exchange
Act of 1934, as amended.  The Plan Administrator shall have complete discretion
in selecting the eligible individuals who are to participate in the Plan for
one or more Performance Periods.
      B.    An individual selected for participation in the Plan for a
Performance Period shall cease to be a participant and shall not be entitled
to any bonus payment for that Performance Period if such individual ceases
Employee status for any reason prior to the date that Performance Period ends
(the "Completion Date"); provided, however, that the following participants
shall receive a portion of the actual bonus to which they would otherwise
have been entitled pursuant to Articles V and VI, on the basis of the
attained level of performance for that Performance Period, had they
continued in Employee status through the Completion Date:
      (i)   any participant who ceases Employee status prior to the
Completion Date by reason of death or Disability;
      (ii)  any participant whose Employee status terminates under
circumstances entitling that individual to a full or pro-rata bonus
pursuant to the express terms of any agreement or arrangement to which
that individual and the Company are parties; and
      (iii) any participant whose Employee status terminates under
special circumstances that warrant, in the Plan Administrator's sole
discretion, a pro-rated bonus award for that Performance Period.
      C.    In no event shall the bonus paid to any participant
pursuant to Paragraph IV.B exceed the dollar amount determined by dividing
(a) the actual bonus to which that participant would have become entitled
pursuant to Articles V and VI, on the basis of the attained level of
performance for the Performance Period, had he or she continued in Employee
status through the Completion Date by (b) a fraction the numerator of
which is the number of days such individual remained in active Employee
status during that Performance Period and the denominator of which is
the total number of days in such Performance Period; provided, however,
that a participant covered under subparagraph (ii) of Paragraph IV.B
may become entitled, pursuant to the terms of his or her agreement or
arrangement with the Company, to the full amount of the bonus earned
for the Performance Period on the basis of the attained level of performance.
      D.    For purposes of this Article IV, the following definitions
shall be in effect:
      (i)   A participant shall be deemed to continue in "Employee"
status for so long as that individual remains in the employ of the Company
or any parent or subsidiary of the Company.
      (ii)   A participant shall be deemed to have ceased Employee
status by reason of a "Disability" if such cessation of Employee status
occurs by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.
      (iii)  Each corporation (other than the Company) in an unbroken
chain of corporations ending with the Company shall be considered to be
a "parent" of the Company, provided that each such corporation (other than
the Company) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other
      (iv)   Each corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company shall be considered to be a
"subsidiary" of the Company, provided that each such corporation (other than
the last corporation in the unbroken chain) owns, at the time of determination,
stock possessing more than fifty percent (50%) of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
      E.    A participant who is absent from active Employee status
for a portion of a Performance Period by reason of an authorized leave
of absence shall not be deemed to have ceased Employee status during the
period of that leave.  However, any bonus to which such participant may
otherwise become entitled under the Plan for that Performance Period based
on the attained level of performance for such Performance Period shall
be pro-rated based on the portion of that Performance Period during which
that individual is in active working status and not on such leave of absence,
unless the Plan Administrator otherwise deems it appropriate under the
circumstances to provide that individual with the full bonus that he or
she would have earned for that Performance Period, on the basis of the
attained level of performance, had there been no leave of absence.
V.    DETERMINATION OF PERFORMANCE GOALS AND POTENTIAL BONUS
AMOUNTS
      A.    Participants shall be eligible to earn a cash bonus
under the Plan for each Performance Period for which one or more performance
objectives established by the Plan Administrator for that Performance Period
are attained.  The Plan Administrator shall, within the first ninety (90)
days of each Performance Period, establish the specific performance objectives
for that Performance Period. In no event may a performance objective be
established at a time when there exists no substantial uncertainty as
to its attainment.
      B.    For each Performance Period, the performance objectives may
be based on one or more of the following criteria:  (i) pre-tax or after-tax
earnings, profit or net income, (ii) revenue or revenue growth, (iii) earnings
per share, (iv) return on assets, capital or shareholder equity, (v) total
shareholder return, (vi) gross or net profit margin, (vii) cash flow, (viii)
approved rate increases, (ix) earnings or operating income before interest,
taxes, depreciation, amortization and/or charges for stock-based compensation,
(x) increases in customer base, (xi) operating income, net operating income
or net operating income after recorded tax expense, (xii) operating profit,
net operating profit or net operating profit after recorded tax expense,
(xiii) operating margin, (xiv) cost reductions or other expense control
objectives, (xv) market price of the Company's common stock, whether
measured in absolute terms or in relationship to earnings or operating income,
(xvi) compliance with applicable environmental requirements or applicable
regulatory requirements, (xvii) budget objectives, (xviii) working capital,
(xix) mergers, acquisitions or divestitures, (xx) attainment of water
industry objectives measured in terms of water quality, service, reliability
and efficiency or (xxi) measures of customer satisfaction.  In addition,
such performance criteria may be based upon the attainment of specified
levels of the Company's performance under one or more of the measures
described above relative to the performance of other entities and may
also be based on the performance of any of the Company's business units
or divisions or any parent or subsidiary.  Each applicable performance
criteria may be structured at the time of establishment to provide for
appropriate adjustment for one or more of the following items:  (i) asset
impairments or write-downs, (ii) litigation judgments or claim settlements,
(iii) the effect of changes in tax law, accounting principles or other
laws, regulations or provisions affecting reported results, (iv) accruals
for reorganization and restructuring programs, (v) any extraordinary
nonrecurring items as described in Accounting Principles Board Opinion
No. 30 and/or in management's discussion and analysis of financial condition
and results of operations appearing in the Company's annual report to
shareholders for the applicable year, (vi) the operations of any business
acquired by the Company or any parent or subsidiary or of any joint venture
in which the Company or any parent or subsidiary participates, (vii) the
divestiture of one or more business operations or the assets thereof or
(viii) the costs incurred in connection with such acquisitions or
divestitures.


      C.    For each performance objective, the Plan Administrator may
establish up to three (3) designated levels of attainment: threshold, target
and above-target levels of attainment.  At the time the performance objectives
for a particular Performance Period are established, the Plan Administrator
shall also set the bonus potential for each participant at each of the
designated performance levels.  Alternatively, the Plan Administrator may
establish a linear formula for determining the bonus potential at various
points of performance goal attainment. Under no circumstance, however,
shall the aggregate bonus potential for any participant for any Performance
Period exceed the applicable Maximum Bonus Amount set forth in Paragraph VI.B.
      D.    The actual bonuses to be paid for each Performance Period
shall be determined by the Plan Administrator on the basis of the level at
which each of the performance objectives applicable to that Performance
Period is actually attained. Accordingly, each performance objective shall
be measured separately in terms of actual level of attainment and shall be
weighted, equally or in such other proportion as the Plan Administrator
shall determine at the time such performance objectives are established,
in determining the actual bonus payable to each participant for the
Performance Period.  For example, if four (4) performance objectives are
established for the Performance Period and weighted equally, then each of
those objectives attained at target level will contribute an amount
equal to twenty-five percent (25%) of the total bonus payable to the
participant at target level performance, and each objective attained at
above-target level will contribute an amount equal to twenty-five percent
(25%) of the total bonus payable to the participant at above-target level
performance.  However, no bonus amount shall be payable with respect any
performance objective, unless the specified threshold level for that
objective is attained.
      E.    The Plan Administrator shall certify in writing the
actual level of attainment of each performance objective for the
Performance Period before any bonuses are paid for that Performance
Period.
      F.    The Plan Administrator shall not waive any performance
objective applicable to a participant's bonus potential for a particular
Performance Period, except under such circumstances as the Plan
Administrator deems appropriate in the event a Change in Control should
occur prior to the Completion Date of that Performance Period.  For purposes
of the Plan, a Change in Control shall have the same definition as set forth
in the Company's Amended and Restated Long-Term Incentive Plan.
VI.	INDIVIDUAL BONUS AWARDS
      A.    The actual bonus to be paid to each participant for a
particular Performance Period will be determined on the basis of the
bonus potential established for that individual at the various levels of
attainment designated for each of the performance goals applicable to that
Performance Period.  Should the actual level of attainment of any such
performance goal be between two of the designated levels, then the
participant's bonus potential will be interpolated on a straight-line basis.
In no event shall any participant be awarded a total bonus in excess of the
amount determined on the basis of the bonus potential (as so interpolated)
established for the particular level at which each of the applicable
performance goals for the Performance Period is attained. However, the Plan
Administrator shall have the discretion to reduce or eliminate the bonus that
would otherwise be payable with respect to one or more performance goals
on the basis of the certified level of attained performance of those goals.
      B.    The maximum bonus payment under the Plan (the "Maximum Bonus
Amount") that any one participant may receive shall be limited to One Million
Dollars ($1,000,000) per each twelve (12)-month period included within the
applicable Performance Period, up to a maximum award of Three Million Dollars
($3,000,000) for any Performance Period with a maximum duration of thirty-six
(36) months.
      C.    Except as otherwise provided in Paragraphs IV.B and C, no
participant shall accrue any right to receive a bonus award under the Plan
unless that participant remains in Employee status through the Completion
Date of the Performance Period.  Accordingly, no bonus payment shall be made
to any participant who ceases Employee status prior to the Completion Date,
provided, however, that the provisions of Paragraphs IV.B and C shall govern
the bonus entitlement of participants whose Employee status terminates under
the various circumstances set forth in those provisions.
      D.    The actual bonus which a participant earns for a particular
Performance Period shall be paid pursuant to the following procedures:
           (i)    As soon as administratively practicable following
the Company's release of the financial results for the fiscal period or
periods coincident with the Performance Period, the Plan Administrator
shall meet to certify the actual levels at which the performance goals for
such period or periods have been attained and determine, on the basis of such
certified levels, the actual bonus amount to be paid to each participant for
that Performance Period.
            (ii)  Within fifteen (15) business days following the
completion of such certification and determination process, the actual bonus
amount determined for each participant shall be paid, subject to the Company's
collection of all applicable federal, state and local income and employment
withholding taxes.
            (iii)  The scheduled payment date for the bonuses earned
for each Performance Period shall be the first business day of March of the
calendar year (the "Post-Performance Year") immediately following the calendar
year in which the Completion Date for that Performance Period occurs. In no
event will the bonuses be paid earlier than the first day of the Post-
Performance Year or later than the last day of the Post-Performance Year,
unless an earlier payment date for those bonuses would not otherwise result
in adverse tax consequences under Section 409A of the Code.  A participant
may, however, defer the receipt of his or her bonus payment until separation
from service or other designated date through a timely election made under
the Company's Special Deferral Election Plan
      E.    All bonus payments shall be made in cash.


VII.	GENERAL PROVISIONS
      A.    The Plan shall be subject to approval by the Company's
shareholders at the 2008 Annual Meeting and shall become effective upon
such shareholder approval, with the initial Performance Period to commence
under the Plan on January 1, 2009 and end on December 31, 2009. Should such
shareholder approval not be obtained, then the Plan shall not be implemented,
and no bonus payments shall be made under the Plan.
      B.    The Plan and all rights hereunder shall be construed,
administered and governed in all respects in accordance with the laws of
the State of California without resort to its conflict-of-laws provisions.
If any provision of the Plan shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions of
the Plan shall continue in full force and effect.
      C.    The Plan Administrator may at any time amend, suspend
or terminate the Plan, provided such action does not adversely affect the
rights and interests of participants accrued to date under the Plan or
otherwise impair their ability to earn a bonus award based upon the
performance objectives established by the Plan Administrator for the
then-current Performance Period.
      D.    Any amendment or modification of the Plan shall be
subject to shareholder approval to the extent required under Code
Section 162(m) or other applicable law or regulation.
      E.    Neither the action of the Company in establishing
or maintaining the Plan, nor any action taken under the Plan by the
Plan Administrator, nor any provision of the Plan itself shall be
construed so as to grant any person the right to remain in Employee
status for any period of specific duration, and each participant
shall at all times remain an Employee at-will and may accordingly be
discharged at any time, with or without cause and with or without
advance notice of such discharge.
     F.    No participant shall have the right to transfer, alienate,
pledge or encumber his or her interest in the Plan, and such interest
shall not (to the maximum permitted by law) be subject to the claims
of the participant's creditors or to attachment, execution or other
process of law. However, should a participant die before payment is
made of the actual bonus to which he or she has become entitled under
the Plan, then that bonus shall be paid to the executor or other legal
representative of his or her estate.
      G.    The terms and conditions of the Plan, together with the
obligations and liabilities of the Company that accrue hereunder,
shall be binding upon any successor to the Company, whether by way
of merger, consolidation, reorganization or other change in ownership
or control of the Company.
      H.    No amounts accrued or earned under the Plan shall
actually be funded, set aside or to otherwise segregated prior to actual
payment.  The obligation to pay the bonuses that actually become due and
payable under the Plan shall at all times be an unfunded and unsecured
obligation of the Company.  Participants shall have the status of general
creditors and shall look solely and exclusively to the general assets
of the Company for payment.