Exhibit 10.1
                                                             ------------
                                           December 16, 2009
W. Richard Roth
C/o  SJW Corp.
110 W. Taylor Street
San Jose, CA 95110

Dear Rich:

It gives me great pleasure to inform you that the Executive Compensation
Committee of the SJW Corp. Board of Directors has approved an amendment to
your amended and restated employment agreement with SJW Corp. entered into
in December 2008 (the "Restated Employment Agreement") that will increase
your annual rate of base salary, effective January 1, 2010.  The purpose of
this letter agreement is to evidence that amendment and set forth the
annual rate of base salary that will be in effect for you for each of the
next five calendar years.

     1.  Section 4(a) of your Restated Employment Agreement is hereby
amended as follows:


         "(a)  Your annual base salary for each of the 2010, 2011 and 2012
calendar years will be at a rate of $625,000 per year.  Your annual base
salary for the 2013 calendar year shall be increased by 4% to the dollar
amount of $650,000, and your annual base salary for the 2014 calendar year
shall be increased by an additional 4% to the dollar amount of $676,000.
Such rates of annual base salary shall remain in force and effect for so
long as you continue your employment pursuant to this agreement.  Your
annual base salary shall be paid according to the Company's standard
payroll practices for salaried employees and will be reviewed periodically
as set forth below.  Your annual rate of base salary as in effect from
time to time during the term of this agreement will be referred to as
"Base Salary."

     2.  Except as modified by the foregoing amendment, all the terms and
provisions of your existing Restated Employment Agreement shall continue in
full force and effect.

Please contact me should you have any questions concerning the foregoing
amendment. A duplicate original of this amendment agreement is enclosed.
Please sign both copies and return one signed copy to me and retain the
second copy for your records.

Sincerely,

SJW Corp.

By: /s/ J. Philip DiNapoli
    --------------------------------
Title: Chair, Executive Compensation Committee of the SJW Corp. Board of
       Directors

I HAVE READ THIS AMENDMENT AGREEMENT AND UNDERSTAND AND ACCEPT ITS TERMS.
I SIGN THIS AMENDMENT AGREEMENT VOLUNTARILY AND FREELY:

/s/ W. Richard Roth                           Date:   December 16, 2009
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          W.  Richard Roth