10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

Commission file number 1-8966

SJW Corp.

(Exact name of registrant as specified in its charter)

California	77-0066628
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
110 West Taylor Street, San Jose, CA	95110
(Address of principal executive offices)	(Zip Code)

408-279-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Common shares outstanding as of October 19, 2009 are 18,498,897.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share and per share data)

	THREE MONTHS ENDED SEPTEMBER 30,					NINE MONTHS ENDED SEPTEMBER 30,
	2009			2008		2009			2008
OPERATING REVENUE	$	69,326		69,507		$	167,541		170,818
OPERATING EXPENSE:
Operation:
Purchased water		15,174		16,390			35,564		37,562
Power		2,666		2,579			5,243		5,655
Groundwater extraction charges		10,743		11,845			25,275		26,678
Total production costs		28,583		30,814			66,082		69,895
Administrative and general		6,807		6,322			20,834		17,809
Other		4,697		4,343			13,221		12,095
Maintenance		3,550		3,296			9,682		9,612
Property taxes and other nonincome taxes		1,882		1,763			6,564		4,994
Depreciation and amortization		6,403		5,988			19,192		18,035
Income taxes		5,735		5,516			8,811		11,611
Total operating expense		57,657		58,042			144,386		144,051
OPERATING INCOME		11,669		11,465			23,155		26,767
OTHER (EXPENSE) INCOME:
Interest on senior notes		(3,638	)	(3,122	)		(10,384	)	(9,291	)
Mortgage and other interest expense		(476	)	(627	)		(1,506	)	(1,768	)
Dividends		324		322			973		965
Other, net		138		219			313		580
NET INCOME		8,017		8,257			12,551		17,253
Other comprehensive income (loss):
Unrealized income (loss) on investment		2,310		6,303			(8,239	)	1,628
Less: income taxes related to other comprehensive income (loss)		(947	)	(2,585	)		3,378		(668	)
Other comprehensive income (loss), net		1,363		3,718			(4,861	)	960
COMPREHENSIVE INCOME	$	9,380		11,975		$	7,690		18,213
EARNINGS PER SHARE
Basic	$	0.43		0.45		$	0.68		0.94
Diluted	$	0.43		0.44		$	0.67		0.93
DIVIDENDS PER SHARE	$	0.16		0.16		$	0.49		0.48
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		18,494,274		18,423,325			18,482,362		18,401,458
Diluted		18,689,769		18,618,780			18,672,855		18,602,557

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	SEPTEMBER 30, 2009		DECEMBER 31, 2008
ASSETS
Utility plant:
Land	$	8,502	8,134
Depreciable plant and equipment		894,656	855,427
Construction in progress		16,013	7,142
Intangible assets		11,278	8,040
		930,449	878,743
Less accumulated depreciation and amortization		292,215	272,562
		638,234	606,181
Real estate investment		88,000	88,000
Less accumulated depreciation and amortization		6,769	5,511
		81,231	82,489
CURRENT ASSETS:
Cash and cash equivalents		1,860	3,406
Accounts receivable:
Customers, net of allowances for uncollectible accounts		15,974	11,622
Income tax		333	657
Other		491	1,154
Accrued unbilled utility revenue		18,598	12,896
Materials and supplies		924	933
Prepaid expenses		1,681	1,293
		39,861	31,961
OTHER ASSETS:
Investment in California Water Service Group		42,832	51,071
Debt issuance costs, net of accumulated amortization		3,147	3,162
Regulatory assets		74,000	73,778
Other		1,959	2,235
		121,938	130,246
	$	881,264	850,877

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	SEPTEMBER 30, 2009		DECEMBER 31, 2008
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Shareholders’ equity:
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 18,498,897 shares on September 30, 2009 and 18,426,502 on September 30, 2008	$	9,635	9,611
Additional paid-in capital		21,859	20,548
Retained earnings		208,351	204,744
Accumulated other comprehensive income		14,562	19,423
Total shareholders’ equity		254,407	254,326
Long-term debt, less current portion		246,013	216,613
		500,420	470,939
CURRENT LIABILITIES:
Line of credit		4,300	18,400
Current portion of long-term debt		781	705
Accrued groundwater extraction charges and purchased water		8,291	5,256
Purchased power		1,511	563
Accounts payable		9,125	5,758
Accrued interest		3,951	4,567
Accrued taxes		2,222	855
Accrued payroll		2,889	3,325
Other current liabilities		4,254	3,894
		37,324	43,323
DEFERRED INCOME TAXES		100,564	97,038
UNAMORTIZED INVESTMENT TAX CREDITS		1,630	1,675
ADVANCES FOR CONSTRUCTION		70,819	74,787
CONTRIBUTIONS IN AID OF CONSTRUCTION		120,338	114,082
DEFERRED REVENUE		1,212	1,247
POSTRETIREMENT BENEFIT PLANS		43,281	42,331
OTHER NONCURRENT LIABILITIES		5,676	5,455
COMMITMENTS AND CONTINGENCIES		—	—
	$	881,264	850,877

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

SJW Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	NINE MONTHS ENDED SEPTEMBER 30,
	2009			2008
OPERATING ACTIVITIES:
Net income	$	12,551		17,253
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,192		18,035
Deferred income taxes		7,114		5,064
Share-based compensation		605		443
Changes in operating assets and liabilities:
Accounts receivable and accrued unbilled utility revenue		(9,390	)	(13,119	)
Accounts payable, purchased power and other current liabilities		976		60
Accrued groundwater extraction charges and purchased water		3,033		3,559
Accrued taxes		1,691		5,132
Accrued interest		(616	)	(1,092	)
Accrued payroll		(436	)	123
Postretirement benefits		1,321		(743	)
Other changes, net		561		846
NET CASH PROVIDED BY OPERATING ACTIVITIES		36,602		35,561
INVESTING ACTIVITIES:
Additions to utility plant		(43,722	)	(47,612	)
Payments for business acquisition		(3,720	)	—
Cost to retire utility plant, net of salvage		(310	)	(1,204	)
NET CASH USED IN INVESTING ACTIVITIES		(47,752	)	(48,816	)
FINANCING ACTIVITIES:
Borrowings from line of credit		9,600		22,450
Repayments of line of credit		(23,700	)	(8,550	)
Long-term borrowings		30,000		1,069
Repayments of long-term borrowings		(524	)	(472	)
Dividends paid		(9,149	)	(8,904	)
Exercise of stock options and similar instruments		651		680
Tax benefits realized from share options exercised		80		324
Receipts of advances and contributions in aid of construction		4,358		8,177
Refunds of advances for construction		(1,712	)	(1,696	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		9,604		13,078
NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,546	)	(177	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		3,406		2,354
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,860		2,177
Cash paid during the period for:
Interest	$	12,437		12,550
Income taxes		1,156		2,446
Supplemental disclosure of non-cash activities:
Change in accrued payables for additions to utility plant		3,636		(467	)
Increase in nonutility property due to transfer from utility property		—		2,386
Utility property installed by developers		1,153		3,034
Amortization of debt issuance costs		141		140

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

Note 1. General

In the opinion of SJW Corp., the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of the results for the interim periods. These adjustments consist only of normal recurring adjustments.

The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Corp.’s 2008 Annual Report on Form 10-K should be read with the accompanying condensed consolidated financial statements.

Water sales are seasonal in nature. The demand for water, especially by residential customers, is generally influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by residential customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.

Basic earnings per share is calculated using income available to common shareholders, divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using income available to common shareholders divided by the weighted average number of common shares including both shares outstanding and shares potentially issued in connection with stock options and deferred restricted common stock awards under SJW Corp.’s Long-Term Incentive Plan (as amended, the “Incentive Plan”) and shares potentially issued under the Employee Stock Purchase Plan (“ESPP”).

For the three months ended September 30, 2009 and 2008, the basic weighted average number of common shares was 18,494,274 and 18,423,325, respectively. For the nine months ended September 30, 2009 and 2008, the basic weighted average number of common shares was 18,482,362 and 18,401,458, respectively. For the three months ended September 30, 2009 and 2008, the diluted weighted average number of common shares was 18,689,769 and 18,618,780, respectively. For the nine months ended September 30, 2009 and 2008, the diluted weighted average number of common shares was 18,672,855 and 18,602,557, respectively. For the three months ended September 30, 2009 and 2008, anti-dilutive common stock units of 741 and 0, respectively, were excluded from the dilutive earnings per share calculations. For the nine months ended September 30, 2009 and 2008, anti-dilutive common stock units of 4,521 and 13,011 respectively, were excluded from the dilutive earnings per share calculations.

SJW Corp. has evaluated subsequent events through November 4, 2009. Financial statements are expected to be filed with the Securities and Exchange Commission on November 6, 2009.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 168 (“SFAS 168”), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.” SFAS 168 establishes the FASB Accounting Standards Codification (“Codification”) as the authoritative reference for nongovernmental U.S. GAAP for use in financial statements issued for interim and annual periods ending after September 15, 2009, except for SEC rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The references made to FASB guidance throughout the condensed consolidated financial statements have been updated for the Codification. The Codification does not change or alter existing GAAP and, therefore, it does not have an impact on the Company’s financial position, results of operations and cash flows.

Note 2. Long-Term Incentive Plan and Share-Based Payments

Common Shares

SJW Corp. accounts for stock-based compensation based on the grant date fair value of the awards issued to employees in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 “Compensation – Stock Compensation”, which requires the measurement and recognition of compensation expense based on the estimated fair value for all share-based payment awards.

6

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

At September 30, 2009, the Incentive Plan allows non-employee directors of SJW Corp. to receive awards, authorizes the plan administrator to grant stock appreciation rights and performance shares. In addition, the Incentive Plan allows SJW Corp. to provide employees, including officers, and non-employee directors, the opportunity to acquire an equity interest in SJW Corp. The types of awards included in the Incentive Plan are stock options, dividend units, performance shares, rights to acquire restricted stock and stock bonuses. In addition, shares are issued under the ESPP. As of September 30, 2009, the remaining shares available for issuance under the Incentive Plan are 1,269,229 and 353,108 shares are issuable upon the exercise or conversion of outstanding options, restricted stock units and deferred stock units issued under the Incentive Plan.

The total compensation cost charged to income under the Incentive Plan for the three and nine months ended September 30, 2009 was $203 and $605, respectively, and for the three and nine months ended September 30, 2008 was $151 and $443, respectively. The compensation costs charged to income was recognized on a straight-line basis over the requisite service period. A summary of compensation costs charged to income, proceeds from the exercise of stock options and similar instruments and the tax benefit realized from share options exercised, that are recorded to additional paid-in capital and common stock, by award type, are presented below for the nine months ended September 30, 2009 and 2008.

	Nine Months Ended September 30,
	2009		2008
Compensation costs charged to income:
Stock options	$	11	44
Restricted stock and deferred restricted stock		594	399
Total compensation costs charged to income	$	605	443
Tax benefits realized from share options exercised and stock issuance:
Stock options	$	3	19
Restricted stock and deferred restricted stock		77	305
Total tax benefits realized from share options exercised and stock issuance	$	80	324
Proceeds from the exercise of stock options and similar instruments:
Stock options	$	29	50
ESPP		602	496
Restricted stock and deferred restricted stock		20	134
Total exercise of stock options and similar instruments	$	651	680

Stock Options

No options were granted during the three months ended September 30, 2009 and 2008.

For the nine months ended September 30, 2009, after taking into consideration the relevant facts and circumstances, SJW Corp. does not project any foreseeable terminations which could lead to forfeiture of unvested options. As of September 30, 2009, there were no unrecognized compensation costs related to stock options.

FASB ASC Topic 718 requires the cash flows resulting from the tax benefits for deductions in excess of the compensation expense recorded for those options (excess tax benefits) to be classified as cash from financing activities. For the three and nine months ended September 30, 2009, total cash received on exercise of options amounted to $35, including the excess tax benefits realized from stock options exercised amounted to $3. For the three months ended September 30, 2008, no options were exercised. For the nine months ended September 30, 2008, total cash received on exercise of options amounted to $71, including the excess tax benefits realized from stock options exercised amounted to $19.

7

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

Deferred Restricted Stock and Deferral Election Programs and Restricted Stock Awards

Under SJW Corp.’s Amended and Restated Deferred Restricted Stock Program (the “Deferred Restricted Stock Program”), SJW Corp. granted deferred restricted stock units to non-employee Board members. This program was amended effective January 1, 2008. As a result of that amendment, no new awards of deferred restricted stock units will be made under the Deferred Restricted Stock Program with respect to Board service after December 31, 2007. In addition, SJW Corp.’s Deferral Election Program (as amended, the “Deferral Program”) includes retainer fees and meeting fees earned for the calendar year 2007 to be deferred into deferred restricted stock units. Prior to 2007, only retainer fees were allowed to be converted under the Deferral Program. The retainer fees and meeting fees are collectively referred to as the “Annual Service Fees.” For any post-2007 calendar year, the Annual Service Fees that are deferred will be credited as a dollar amount to a deferred liability account, and will no longer be deferred into deferred restricted stock units.

On April 27, 2009, a total of 7,562 shares of common stock were distributed to a retired member of SJW Corp.’s Board of Directors. The excess tax benefits realized from the distribution of such shares of common stock to the retired Board member amounted to $42.

As of September 30, 2009, a total of 21,000 restricted and deferred restricted stock units were awarded to a key executive of SJW Corp., which includes 7,000 market performance-based restricted stock units that will convert into shares of SJW Corp.’s common stock upon vesting at the end of a three year period if specific performance goals are attained. These units do not include dividend equivalent rights. The fair value of the market performance-based restricted award was estimated using the fair value of SJW Corp.’s common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. Share-based compensation expense is recognized over three years at $13.57 per unit for market performance-based stock units and $25.24 per unit for the remaining 14,000 restricted and deferred restricted stock units. If the requisite service is not rendered, no compensation cost will be recognized and any recognized compensation cost will be reversed.

Additionally, as of September 30, 2009, 13,569 restricted stock units were awarded to several executives of SJW Corp. and its subsidiaries, which includes 11,730 units that will vest in four equal successive installments upon completion of each year of service and 1,839 restricted stock units that will vest in three equal successive installments upon completion of each year of service. These units include dividend equivalent rights. Share-based compensation expense is being recognized at grant date fair values of $26.83 and $25.24 per unit, respectively, over the vesting periods beginning in 2009.

As of September 30, 2009, the total unrecognized compensation costs were $1,156. These costs are expected to be recognized over a weighted average period of 1.43 years.

Dividend Equivalent Rights

Under the Incentive Plan, holders of options, restricted stock and deferred restricted stock awards may have the right to receive dividend equivalent rights (“DERs”) each time a dividend is paid on common shares after the grant date. Stock compensation on DERs is recognized as a liability and recorded against retained earnings on the date dividends are issued. For the three and nine months ended September 30, 2009, $30 and $92, respectively, related to DERs were recorded against retained earnings and were accrued as a liability. For the three and nine months ended September 30, 2008, $41 and $129, respectively, related to DERs were recorded against retained earnings and were accrued as a liability.

SJW Corp.’s Deferred Restricted Stock and Deferral Election Programs for non-employee Board members were amended effective January 1, 2008, to allow the DERs with respect to the deferred shares to remain in effect only through December 31, 2017. Accordingly, the last DERs conversion into deferred restricted stock units will occur on the first business day in January 2018. Previously, no such time limitation was placed in the Deferred Restricted Stock and Deferral Election Programs.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of SJW Corp.’s common stock at 85% of the fair market value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 270,400 shares of common stock have been reserved for issuance under the ESPP.

8

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

After considering the estimated employee terminations or withdrawals from the plan before the purchase date, SJW Corp.’s ESPP expenses were $24 and $66 for the three and nine months ended September 30, 2009, respectively, and $17 and $60 for the three and nine months ended September 30, 2008, respectively.

The total unrecognized compensation costs related to the semi-annual offering period that ends January 31, 2010 for the ESPP is approximately $28. This cost is expected to be recognized during the fourth quarter of 2009 and the first quarter of 2010.

Note 3. Real Estate Investments

The major components of real estate investments as of September 30, 2009 and December 31, 2008 are as follows:

	September 30, 2009		December 31, 2008
Land	$	22,381	22,381
Buildings and improvements		65,388	65,388
Intangibles		231	231
Subtotal		88,000	88,000
Less: accumulated depreciation and amortization		6,769	5,511
Total	$	81,231	82,489

Depreciation is computed using the straight-line method over the estimated service lives of the assets, ranging from 5 to 39 years.

Note 4. Employee Benefit Plans

The components of net periodic benefit costs for San Jose Water Company’s pension plan, its Executive Supplemental Retirement Plan and other postretirement benefit plan for the three and nine months ended September 30, 2009 and 2008 are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
Service cost	$	678		557		$	2,035		1,671
Interest cost		1,238		1,150			3,713		3,450
Other cost		642		266			1,925		798
Expected return on assets		(765	)	(944	)		(2,295	)	(2,831	)
	$	1,793		1,029		$	5,378		3,088

In 2009, San Jose Water Company has made contributions of $3,300 to the pension plan and $470 to the other postretirement benefit plan.

The accounting for pensions and other postretirement benefits requires the extensive use of assumptions about the discount rate, expected return on plan assets, the rate of future compensation increases received by the employees, mortality, turnover, and medical costs to determine the present value of the benefit obligation and the fair value of plan assets at the end of the year. With the current market conditions, the funded status of the pension plans and the contributions could change due to fluctuations on the expected return on plan assets as well as the present value of the benefit obligation. Further, required plan contributions by San Jose Water Company may increase and payout restrictions on benefit payments from the pension plan could result from declining asset values and a decreased expectation of return on assets. SJW Corp. will review the assumptions on the measurement date of December 31, 2009 to determine any change in the present value of the benefit obligation and the fair value of plan assets.

9

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

Note 5. Segment and Nonregulated Business Reporting

SJW Corp. is a holding company with four subsidiaries: (i) San Jose Water Company, a water utility operation with both regulated and nonregulated businesses, (ii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., which operates commercial building rentals (“Real Estate Services”), (iii) SJWTX, Inc. which is doing business as Canyon Lake Water Service Company, a regulated water utility located in Canyon Lake, Texas and (iv) Texas Water Alliance Limited, which is seeking to develop water supplies in Texas. In accordance with FASB ASC Topic 280 – “Segment Reporting”, SJW Corp. has determined that it has two reportable business segments. The first segment is that of providing water utility and utility-related services to its customers through SJW Corp.’s subsidiaries, San Jose Water Company and Canyon Lake Water Service Company, together referred to as the “Water Utility Services.” The second segment is property management and investment activity conducted by SJW Land Company, the “Real Estate Services.”

SJW Corp.’s reportable segments have been determined based on information used by the chief operating decision maker. SJW Corp.’s chief operating decision maker is its President and Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.

The tables below set forth information relating to SJW Corp.’s reportable segments and distribution of regulated and nonregulated business activities within the reportable segments. Certain allocated assets, revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Corp. not included in the reportable segments is included in the “All Other” category.

	For Three Months Ended September 30, 2009
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	66,998	1,514	814		—		66,998	2,328		69,326
Operating expense		55,642	1,220	576		219		55,642	2,015		57,657
Operating income (loss)		11,356	294	238		(219	)	11,356	313		11,669
Net income (loss)		8,050	295	(228	)	(100	)	8,050	(33	)	8,017
Depreciation and amortization		5,898	86	419		—		5,898	505		6,403
Interest expense		3,665	—	449		—		3,665	449		4,114
Income tax expense (benefit) in operating income		6,055	202	(347	)	(175	)	6,055	(320	)	5,735
Assets	$	749,366	5,000	82,466		44,432		749,366	131,898		881,264
	For Three Months Ended September 30, 2008
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	66,370	1,442	1,695		—		66,370	3,137		69,507
Operating expense		55,938	1,224	775		105		55,938	2,104		58,042
Operating income (loss)		10,432	218	920		(105	)	10,432	1,033		11,465
Net income		7,544	211	389		113		7,544	713		8,257
Depreciation and amortization		5,489	80	419		—		5,489	499		5,988
Interest expense		3,205	—	508		36		3,205	544		3,749
Income tax expense (benefit) in operating income		5,148	146	239		(17	)	5,148	368		5,516
Assets	$	676,948	5,625	83,640		42,724		676,948	131,989		808,937

10

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

	For Nine Months Ended September 30, 2009
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	160,972	3,557	3,012		—		160,972	6,569		167,541
Operating expense		137,962	2,900	2,563		961		137,962	6,424		144,386
Operating income (loss)		23,010	657	449		(961	)	23,010	145		23,155
Net income (loss)		13,233	657	(974	)	(365	)	13,233	(682	)	12,551
Depreciation and amortization		17,677	257	1,258		—		17,677	1,515		19,192
Interest expense		10,482	—	1,382		26		10,482	1,408		11,890
Income tax expense (benefit) in operating income		9,665	448	(890	)	(412	)	9,665	(854	)	8,811
Assets	$	749,366	5,000	82,466		44,432		749,366	131,898		881,264
	For Nine Months Ended September 30, 2008
	Water Utility Services			Real Estate Services		All Other*		SJW Corp.
	Regulated		Non regulated	Non regulated		Non regulated		Regulated	Non regulated		Total
Operating revenue	$	162,161	3,588	5,069		—		162,161	8,657		170,818
Operating expense		138,228	2,959	2,347		517		138,228	5,823		144,051
Operating income (loss)		23,933	629	2,722		(517	)	23,933	2,834		26,767
Net income		15,330	571	1,136		216		15,330	1,923		17,253
Depreciation and amortization		16,536	241	1,258		—		16,536	1,499		18,035
Interest expense		9,309	85	1,545		120		9,309	1,750		11,059
Income tax expense (benefit) in operating income		10,700	393	704		(186	)	10,700	911		11,611
Assets	$	676,948	5,625	83,640		42,724		676,948	131,989		808,937

* The “All Other” category includes SJW Corp. without regard to its subsidiaries. Please refer to Notes to Consolidated Financial Statements in SJW Corp.’s 2008 Annual Report on Form 10-K.

Note 6. Long-Term Liabilities

SJW Corp.’s contractual obligations and commitments include senior notes, mortgages and other obligations. San Jose Water Company, a subsidiary of SJW Corp., has received advance deposit payments from its customers on construction projects. Refunds of the advance deposit payments constitute an obligation of San Jose Water Company solely.

On February 2, 2009, San Jose Water Company issued $10,000 of unsecured 15-year Series J Senior Notes, with an interest rate of 6.54% and interest only payments until maturity, which is February 2, 2024. Senior Note Series J has terms and conditions that restrict San Jose Water Company from issuing additional funded debt if (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing twelve calendar month period would be less than 175% of interest charges. Proceeds from the sale of Series J Senior Notes were used to repay a portion of outstanding short-term borrowings.

On March 30, 2009, SJW Corp. increased its unsecured lines of credit by $20,000 for an aggregate short-term borrowing amount of up to $55,000 with interest rates that approximate the bank’s reference rate plus 1.75%. The line of credit will expire on June 1, 2010.

On May 15, 2009, San Jose Water Company issued $20,000 of unsecured 30-year Series K Senior Notes, with an interest rate of 6.75% and interest only payments until maturity, which is May 15, 2039. Senior Note Series K has terms and conditions that restrict San Jose Water Company from issuing additional funded debt if (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing twelve calendar month period would be less than 175% of interest charges. Proceeds from the sale of Series K Senior Notes were used to repay a portion of outstanding short-term borrowings.

11

SJW CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEPTEMBER 30, 2009

(in thousands, except share and per share data)

Note 7. Fair Value Measurement

The following table summarizes SJW Corp.’s assets and liabilities measured at fair value as required by FASB ASC Topic 820 – “Fair Value Measurements and Disclosures”, as of September 30, 2009:

	Balance as of September 30, 2009	Level 1		Level 2	Level 3
Assets:
Investment in California Water Service Group	$42,832	$	42,832	—	—

FASB ASC Topic 820 also addresses fair value measurements for purposes of lease classification or measurement. FASB ASC Topic 820 defers the effective date for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Nonfinancial assets and nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in FASB ASC Topic 820. SJW Corp.’s adoption of FASB ASC Topic 820 did not have a material impact on SJW Corp.’s financial position, results of operations or cash flows.

Note 8. Bankruptcy of Real Estate Tenant

On January 13, 2009, SJW Land Company was informed that one of its tenants filed a Chapter 11 bankruptcy proceeding and intended to liquidate its operations through the United States Bankruptcy Court in Delaware. The tenant leased a 148,000 square foot office building and a 346,000 square foot distribution building from SJW Land Company in Knoxville, Tennessee under triple net leases. The tenant vacated the buildings on May 31, 2009. SJW Land Company is incurring all holding costs and is actively seeking to re-lease the property. SJW Corp. has reviewed the Tennessee properties for impairment in accordance with the requirements of FASB ASC Topic 360 – “Property, Plant and Equipment.” Based upon our review, the carrying amount of the Tennessee properties does not exceed its estimated undiscounted cash flows and as a result, no adjustment has been made to the carrying value.

Note 9. Acquisition

On February 6, 2009, SJWTX, Inc. acquired from the City of Bulverde, Texas (“City”) and the Guadalupe-Blanco River Authority (“GBRA”), the right and obligation to provide water service within the retail water service area of the City and certain areas outside the City, as well as substantially all of the retail water service assets of GBRA associated with GBRA’s existing facilities located within such service area. The agreements by which the GBRA had a long-term right to construct and operate a retail water system within such service area were also terminated. The purchase price for the assets was approximately $3,700 with approximately $2,800 and $900 being paid to the GBRA and City, respectively. The GBRA assets acquired are being accounted for under the acquisition method of accounting in accordance with FASB ASC Topic 805 – “Business Combinations.” Accordingly, the results of the subject GBRA assets are included in the consolidated financial statements of SJW Corp. from the acquisition date. Unaudited pro forma results of operations for this acquisition have not been presented since the impact of the purchase on providing current water services provided by SJWTX, Inc. was not significant.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in thousands, except share and per share data)

The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in SJW Corp.’s Annual Report on Form 10-K for the year ended December 31, 2008.

This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Corp. and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Corp. and the industries in which SJW Corp. operates and the beliefs and assumptions of the management of SJW Corp. Such forward-looking statements are identified by words including “expect,” “estimate,” “anticipate,” “intends,” “plans,” “may,” “should,” “will,” and similar expressions. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and our most recent Form 10-K filed with the Securities and Exchange Commission (the “SEC”) under the item entitled “Risk Factors,” and in other reports SJW Corp. files with the SEC, specifically the most recent reports on Form 8-K, each as it may be amended from time to time. SJW Corp. undertakes no obligation to update the information contained in this report, including the forward-looking statements to reflect any event or circumstance that may arise after the date of this report.

General:

SJW Corp. is a holding company with four subsidiaries.

San Jose Water Company, a wholly owned subsidiary of SJW Corp., is a public utility in the business of providing water service to approximately 226,000 connections that serve a population of approximately one million people in an area comprising approximately 138 square miles in the metropolitan San Jose, California area.

The principal business of San Jose Water Company consists of the production, purchase, storage, purification, distribution, and retail sale of water. San Jose Water Company provides water service to customers in portions of the cities of Cupertino and San Jose and the cities of Campbell, Monte Sereno, Saratoga, and the Town of Los Gatos, and adjacent unincorporated territory, all in the County of Santa Clara in the State of California. San Jose Water Company distributes water to customers in accordance with accepted water utility methods which include pumping from storage and gravity feed from high elevation reservoirs. San Jose Water Company also provides nonregulated water related services under agreements with municipalities. These nonregulated services include full water system operations and billing and cash remittance services.

San Jose Water Company has utility property including land held in fee, impounding reservoirs, diversion facilities, wells, distribution storage and all water facilities and other property necessary to provide utility service to its customers. Under Section 851 of the California Public Utilities Code, properties currently used and useful in providing utilities services cannot be disposed of unless California Public Utilities Commission (“CPUC”) approval is obtained.

San Jose Water Company also has approximately 1,500 acres of nonutility property which has been identified as no longer used and useful in providing utility services. Approximately 15 acres of the nonutility property are located in the vicinity of the San Jose metropolitan area. The remaining properties are located in the hillside area adjacent to San Jose Water Company’s watershed properties.

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SJW Land Company, a wholly owned subsidiary of SJW Corp., owns the following properties:

Description	Location	Acreage	Square Footage	Percentage of SJW Land Company Revenue as of September 30, 2009
2 Commercial buildings	San Jose, California	2	28,000	22%
Warehouse building	Windsor, Connecticut	17	170,000	19%
Warehouse building	Orlando, Florida	8	147,000	11%
Retail building	El Paso, Texas	2	14,000	8%
Warehouse building	Phoenix, Arizona	11	176,000	20%
Warehouse building	Knoxville, Tennessee	29	346,000	13%
Commercial building	Knoxville, Tennessee	15	148,000	7%
Undeveloped land	Knoxville, Tennessee	10	N/A	N/A
Undeveloped land	San Jose, California	5	N/A	N/A

The California properties listed above include properties held by 444 West Santa Clara Street, L.P., in which SJW Corp. has a 70% limited partnership interest. The limited partnership has been determined to be a variable interest entity within the scope of FASB ASC Topic 810 – “Consolidation”, with SJW Land Company as the primary beneficiary, and as a result, it has been consolidated with SJW Land Company.

SJWTX, Inc., doing business as Canyon Lake Water Service Company (“CLWSC”), provides water utility service to approximately 8,950 connections that serve approximately 36,000 residents in a service area comprising more than 250 square miles in the growing region between San Antonio and Austin, Texas.

Texas Water Alliance Limited, a wholly owned subsidiary of SJW Corp., is seeking to develop water supplies in Texas.

SJW Corp. also owns 1,099,952 shares of California Water Service Group, which represents approximately 5% of that company’s outstanding shares as of September 30, 2009.

Business Strategy:

SJW Corp. focuses its business initiatives in four strategic areas:

(1) Regional regulated water utility operations.

(2) Regional nonregulated water utility related services provided in accordance with the guidelines established by the CPUC.

(3) Out-of-region water and utility related services, primarily in the Western United States.

(4) Real estate investment activities in SJW Land Company.

SJW Corp. cannot be certain it will be successful in consummating any transactions relating to such opportunities. In addition, any transaction could involve numerous risks. Some of the risks include the possibility of paying more than the value derived from the acquisition, the assumption of certain known and unknown liabilities related to the acquired assets, the risk of diverting management’s attention from day-to-day operations of the business, the potential for a negative impact to SJW Corp.’s financial position and operating results, the risks of entering markets in which SJW Corp. has no or limited direct prior experience and the potential loss of key employees of any acquired company. SJW Corp. cannot be certain that any transaction will be successful and will not materially harm its operating results or financial condition.

Regional Regulated Activities

SJW Corp.’s regulated utility operation is conducted through San Jose Water Company and CLWSC. SJW Corp. plans and applies a diligent and disciplined approach to maintaining and improving its water system infrastructure. It also seeks to acquire regulated water systems adjacent to or near its existing service territory.

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Regional Nonregulated Activities

Operating in accordance with guidelines established by the CPUC, San Jose Water Company provides nonregulated water services under agreements with municipalities and other utilities. Nonregulated services include water system operations, billing and cash remittance processing, maintenance services, and telecommunication antenna leasing.

San Jose Water Company also seeks appropriate nonregulated business opportunities that complement its existing operations or that allow it to extend its core competencies beyond existing operations. San Jose Water Company seeks opportunities to fully utilize its capabilities and existing capacity by providing services to other regional water systems, benefiting its existing regional customers through increased efficiencies.

Out-of-Region Opportunities

SJW Corp. also from time to time pursues opportunities to participate in out-of-region water and utility related services, particularly regulated water businesses, primarily in the Western United States. SJW Corp. evaluates out-of-region and out-of-state opportunities that meet SJW Corp.’s risk and return profile.

The factors SJW Corp. considers in evaluating such opportunities include:

• regulatory environment;

• synergy potential;

• general economic conditions;

• potential profitability;

• additional growth opportunities within the region;

• water supply, water quality and environmental issues; and

• capital requirements.

Real Estate Investment

SJW Land Company’s real estate investments diversify SJW Corp.’s asset base and balances SJW Corp.’s concentration in regulated assets. SJW Land Company implements its real estate investment strategy by exchanging selected real estate assets for investments with a capital structure that is consistent with SJW Corp.’s consolidated capital structure.

Critical Accounting Policies:

SJW Corp. has identified the accounting policies delineated below as the policies critical to its business operations and the understanding of the results of operations. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. SJW Corp. bases its estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. The impact and any associated risks related to these policies on SJW Corp.’s business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect SJW Corp.’s reported and expected financial results. SJW Corp.’s critical accounting policies are as follows:

Revenue Recognition

SJW Corp. recognizes its regulated and nonregulated revenue when services have been rendered, in accordance with FASB ASC Topic 605 – “Revenue Recognition.”

Metered revenue of San Jose Water Company and CLWSC (together referred to as the “Water Utility Services”) includes billing to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period. The Water Utility Services read the majority of its customers’ meters on a bi-monthly basis and records its revenue based on its meter reading results. Unbilled revenue from the last meter reading date to the end of the accounting period is estimated based on the most recent usage patterns, production records and the effective tariff rates. Actual results could differ from those estimates, which would result in adjusting the operating revenue in the period which the revision to the Water Utility Services’ estimates are determined. As of September 30, 2009 and December 31, 2008, accrued unbilled revenue was $18,598 and $12,896, respectively.

15

Unaccounted-for water on a 12 month-to-date basis for September 30, 2009 and 2008 approximated 8.03% and 6.59%, respectively, as a percentage of production. The unaccounted-for water estimate is based on the results of past experience, the trend and efforts in reducing the Water Utility Services’ unaccounted-for water through customer conservation, main replacements and lost water reduction programs.

Revenues also include a surcharge collected from regulated customers that is paid to the CPUC. This surcharge is recorded in operating revenues, with related expenses charged to administrative and general expenses. For the nine months ended September 30, 2009 and 2008, the surcharge was $2,489 and $2,220, respectively.

SJW Corp. recognizes its nonregulated revenue based on the nature of the nonregulated business activities. Revenue from San Jose Water Company’s nonregulated utility operations and billing or maintenance agreements are recognized when services have been rendered. Revenue from SJW Land Company properties is generally recognized ratably over the terms of the leases.

Recognition of Regulatory Assets and Liabilities

Generally accepted accounting principles for water utilities include the recognition of regulatory assets and liabilities as permitted by FASB ASC Topic 980 – “Regulated Operations”. In accordance with FASB ASC Topic 980, the Water Utility Services, to the extent applicable, record deferred costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the ratemaking process in a period different from when the costs and credits are incurred. Accounting for such costs and credits is based on management’s judgment and prior historical ratemaking practices, and it occurs when management determines that it is probable that these costs and credits will be recognized in the future revenue of the Water Utility Services through the ratemaking process. The regulatory assets and liabilities recorded by the Water Utility Services, in particular San Jose Water Company, primarily relate to the recognition of deferred income taxes for ratemaking versus tax accounting purposes and the postretirement pension benefits, medical costs, accrued benefits for vacation and asset retirement obligations that have not been passed through rates. The disallowance of any asset in future ratemaking, including deferred regulatory assets, would require San Jose Water Company to immediately recognize the impact of the costs for financial reporting purposes. No disallowance was recognized as of September 30, 2009 and December 31, 2008, or for any periods presented. The net regulatory assets recorded by San Jose Water Company as of September 30, 2009 and December 31, 2008 was $74,000 and $73,778, respectively.

Pension Accounting

San Jose Water Company offers a defined benefit plan, an Executive Supplemental Retirement Plan and certain postretirement benefits other than pensions to employees retiring with a minimum level of service. Accounting for pensions and other postretirement benefits requires an extensive use of assumptions about the discount rate applied to expected benefit obligations, expected return on plan assets, the rate of future compensation increases received by the employees, mortality, turnover, and medical costs.

The pension plan is administered by a committee that is composed of an equal number of San Jose Water Company and union representatives (the “Committee”). Investment decisions have been delegated by the Committee to an Investment Manager, presently Wells Fargo Advisors, LLC. Investment guidelines provided to the Investment Manager require that at least 25% of the plan assets be invested in bonds or cash. As of December 31, 2008, the plan assets consist of approximately 45% bonds, 3% cash and 52% equities. Furthermore, equities are to be diversified by industry groups and selected to achieve preservation of capital coupled with long-term growth through capital appreciation and income. They may not invest in commodities and futures contracts, private placements, options, letter stock, speculative securities, or hold more than 5% of assets in any one private corporation. They may only invest in bonds, commercial paper, money market funds with acceptable ratings by Moody’s or Standard & Poor’s. The Investment Manager is reviewed regularly regarding performance by the Investment Manager who provides quarterly reports to the Committee for review.

The market values of the plan assets are marked to market at the measurement date. The investment trust assets incur unrealized market gains or losses from time to time. Both unrealized market gains and losses on pension assets are amortized over 13.25 years for actuarial expense calculation purposes.

Income Taxes

SJW Corp. estimates its federal and state income taxes as part of the process of preparing the financial statements. The process involves estimating the actual current tax exposure together with assessing temporary differences resulting from different treatment of items for tax and accounting purposes, including the evaluation of the treatment acceptable in the water utility industry and regulatory environment. These differences result in deferred tax assets and liabilities, which are included on the balance sheet. If actual results, due to changes in the regulatory treatment, or significant changes in tax-related estimates or assumptions or changes in law, differ materially from these estimates, the provision for income taxes will be materially impacted.

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Balancing Account

Pursuant to Section 792.5 of the California Public Utilities Code, a balancing account must be maintained for each expense item for which revenue offsets have been authorized. The purpose of a balancing account is to track the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes.

A separate balancing account must be maintained for each offset expense item (e.g., purchased water, purchased power and groundwater extraction charges). The balancing account balance varies with the seasonality of the water utility business such that, during the summer months when the demand for water is at its peak, the account tends to reflect an under-collection while, during the winter months when demand for water is relatively lower, the account tends to reflect an over-collection. Since the balances have to be approved by the CPUC before they can be incorporated into rates, San Jose Water Company does not recognize the balancing account in its revenue until the CPUC authorizes the change in customers’ rates. However, had the balancing account been recognized in San Jose Water Company’s financial statements, San Jose Water Company’s retained earnings would be decreased by the amount of the account over-collection or increased by the amount of the account under-collection, less applicable taxes.

Recognition of Gain/Loss on Utility, Nonutility Property and Real Estate Investments

In conformity with generally accepted accounting principles for rate-regulated public utilities, the cost of retired utility plant, including retirement costs (less salvage), is charged to accumulated depreciation. No gain or loss is recognized for utility plant used and useful in providing water utility services to customers.

Utility property in the Water Utility Services is property that is used and useful in providing water utility services to customers and is included in rate base for rate-setting purposes. In California, real estate type utility property is subject to California Public Utilities Code Section 851, which states any gain recognized will be divided with two-thirds going to the customers (in the form of rate reduction) and one-third to the shareholders. Net gains or losses from the sale of utility property are recorded as a component of other (expense) income in the consolidated statement of income and comprehensive income.

Nonutility property in the Water Utility Services is property that is neither used nor useful in providing water utility services to customers and is excluded from the rate base for rate-setting purposes. San Jose Water Company recognizes gain/loss on disposition of nonutility property in accordance with California Public Utilities Code Section 790.

SJW Land Company owns real estate investment property, which consists primarily of land and buildings. Net gains and losses from the sale of real estate investments are recorded as a component of other (expense) income in the consolidated statement of income and comprehensive income.

Liquidity and Capital Resources:

Cash Flow from Operations

As of September 30, 2009, SJW Corp. generated cash flow from operations of approximately $36,600, compared to $35,600 for the same period in 2008. Cash flow from operations is primarily generated by net income adjusted for non-cash expenses such as depreciation and amortization, deferred income taxes, offset by working capital changes. The increase in September 30, 2009 cash flow from operations of approximately $1,000 resulted from a decrease of approximately $1,500 in net income adjusted for non-cash items, and approximately a $2,500 increase in cash provided due to changes in accruals based on timing differences on payments made or received.

Cash Flow from Investing Activities

As of September 30, 2009, SJW Corp. used approximately $43,700 of cash for company funded capital expenditures. In February 2009, SJWTX, Inc. paid approximately $3,700 for the right and obligation to provide water service within the retail water service areas of the City of Bulverde, Texas.

Water Utility Services’ budgeted capital expenditures for 2009, exclusive of capital expenditures financed by customer contributions and advances, are $71,414, of which approximately $28,000 will be spent to replace Water Utility Services mains in 2009. SJW Corp. expects a portion of this capital budget to be carried-over to future years.

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Capital expenditures for Water Utility Services are incurred in connection with normal upgrading and expansion of existing facilities and to comply with environmental regulations. Over the next five years, the Water Utility Services expects to incur approximately $386,885 in capital expenditures, which includes replacement of pipes and mains, and maintaining water systems. The actual capital expenditures for Water Utility Services may vary from its projections due to changes in the expected demand for services, weather patterns, actions by governmental agencies and general economic conditions. Total additions to utility plant normally exceed company-financed additions as a result of new facilities construction funded with advances from developers and contributions in aid of construction.

A substantial portion of San Jose Water Company’s distribution system was constructed during the period from 1945 to 1980. Expenditure levels for renewal and modernization of this part of the system will grow at an increasing rate as these components reach the end of their useful lives. In most cases, replacement cost will significantly exceed the original installation cost of the retired assets due to increases in the costs of goods and services. San Jose Water Company also expects to realize an increase in net salvage cost.

Historically, the Water Utility Services’ write-offs for uncollectible accounts represent less than 1% of its total revenue. Management believes it can continue to collect its accounts receivable balances at its historical collection rate. However, the impact of the current economic recession in our service areas could cause an increase in the rate at which our customers default on their accounts.

Cash Flow from Financing Activities

As of September 30, 2009, borrowings on the line of credit were lower and repayments on the line of credit were higher than the activity experienced during the same period in 2008. In February 2009, San Jose Water Company issued $10,000 of unsecured 15-year Senior Notes Series J, with an interest rate of 6.54% and interest only payments until maturity, which is February 2024. In May 2009, San Jose Water Company issued $20,000 of unsecured 30-year Senior Notes Series K, with an interest rate of 6.75% and interest only payments until maturity, which is May 2039. In addition, receipts of advances and contributions in aid of construction were lower by approximately $3,800 as of September 30, 2009, compared to the same period in 2008.

Sources of Capital:

San Jose Water Company’s ability to fund its future capital improvement plan and sustain dividend payments depends on its ability to attract external financing and maintain or increase internally generated funds. The level of future earnings and the related cash flow from operations is dependent, in large part, upon the timing and outcome of regulatory proceedings.

San Jose Water Company’s financing activity is designed to achieve a capital structure consistent with regulatory guidelines of approximately 50% funded debt and 50% equity (book value). As of September 30, 2009, San Jose Water Company’s funded debt and equity were approximately 51% and 49%, respectively.

Historically, San Jose Water Company’s internally-generated funds, which include allowances for depreciation and deferred income taxes, have provided approximately 50% of the future cash requirements for San Jose Water Company’s capital expenditures. Funding for its future capital expenditure program is expected to be provided primarily through internally-generated funds and long-term debt and will be consistent with the regulatory guidelines.

San Jose Water Company’s unsecured senior note agreements generally have terms and conditions that restrict San Jose Water Company from issuing additional funded debt if (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-calendar-month period would be less than 175% of interest charges. As of September 30, 2009, San Jose Water Company’s net income available for interest charges was 341% of interest charges. As of September 30, 2009, San Jose Water Company does not face any restrictions in issuing future indebtedness as a result of these terms and conditions.

SJWTX, Inc.’s unsecured senior note agreement has SJW Corp. as a guarantor of the senior note which has terms and conditions that restrict SJW Corp. from issuing additional funded debt if (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Corp. becomes less than $125,000 plus 30% of the Water Utility Services cumulative net income since December 31, 2005. As of September 30, 2009, SJW Corp. does not face any restrictions in issuing future indebtedness as a result of these terms and conditions.

SJW Corp. and its subsidiaries have unsecured lines of credit available allowing aggregate short-term borrowings of up to $55,000 at rates that approximate the bank’s reference rate plus 1.75%. At September 30, 2009, SJW Corp. and its subsidiaries had available unused short-term bank lines of credit of $47,700. Cost of borrowing averaged 1.70% for the first nine months of 2009. The lines of credit will expire on June 1, 2010.

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SJW Corp.’s ability to secure capital financing at a reasonable cost is dependent on a number of factors, including the condition of the capital markets. With the current turbulence in the capital markets, there can be no assurance that new capital will be available at the time SJW Corp. goes to market for new financing. Further, if such capital is available, there can be no assurance that its cost will be in the range of historical borrowing rates.

Results of Operations:

Overview

SJW Corp.’s consolidated net income for the three months ended September 30, 2009 was $8,017, a decrease of $240, or approximately 3%, from $8,257 in the third quarter of 2008. For the nine months ended September 30, 2009, consolidated net income was $12,551, a decrease of $4,702, or approximately 27%, from $17,253 for the same period in 2008.

Operating Revenue

	Operating Revenue by Segment
	Three Months Ended September 30,			Nine Months Ended September 30,
	2009		2008	2009		2008
Water Utility Services	$	68,512	67,812	$	164,529	165,749
Real Estate Services		814	1,695		3,012	5,069
	$	69,326	69,507	$	167,541	170,818

The year-over-year change in operating revenue was due to the following factors:

	Three Months Ended September 30, 2009 vs. 2008					Nine Months Ended September 30, 2009 vs. 2008
	Increase/(decrease)					Increase/(decrease)
Water Utility Services:
Consumption changes	$	(3,204	)	(5	)%	$	(10,774	)	(6	)%
New customers increase		372		1	%		497		—
Rate increases		3,532		5	%		9,057		5	%
Real Estate Services		(881	)	(1	)%		(2,057	)	(1	)%
	$	(181	)	—		$	(3,277	)	(2	)%

Operating Expense

	Operating Expense by Segment
	Three Months Ended September 30,			Nine Months Ended September 30,
	2009		2008	2009		2008
Water Utility Services	$	56,862	57,162	$	140,862	141,187
Real Estate Services		576	775		2,563	2,347
All Other		219	105		961	517
	$	57,657	58,042	$	144,386	144,051

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The year-over-year change in operating expenses was due to the following factors:

	Three Months Ended September 30, 2009 vs. 2008					Nine Months Ended September 30, 2009 vs. 2008
	Increase/(decrease)					Increase/(decrease)
Water production costs:
Change in surface water supply	$	(1,014	)	(2	)%	$	(1,205	)	(1	)%
Change in usage and new customers		(1,643	)	(3	)%		(5,661	)	(4	)%
Purchased water and groundwater extraction charge and energy price increase		426		1	%		3,053		2	%
Total water production costs		(2,231	)	(4	)%		(3,813	)	(3	)%
Nonwater production costs:
Administrative and general		485		1	%		3,025		2	%
Other operating expense		354		1	%		1,126		1	%
Maintenance		254		—			70		—
Property taxes and other nonincome taxes		119		—			1,570		1	%
Depreciation and amortization		415		1	%		1,157		1	%
Total nonwater production costs		1,627		3	%		6,948		5	%
Income taxes		219		—			(2,800	)	(2	)%
Total operating expenses	$	(385	)	(1	)%	$	335		—

San Jose Water Company’s water supply consists of groundwater from wells, surface water from watershed run-off and diversion, and imported water purchased from Santa Clara Valley Water District (“SCVWD”). Surface water is the least expensive source of water and its availability significantly impacts the water production costs of San Jose Water Company.

Water production costs decreased $2,231 and $3,813 for the third quarter and year-to-date of 2009, respectively, compared to the corresponding periods in the prior year. The decrease was primarily attributable to lower customer demand, which decreased water production costs by $1,643 and $5,661 for the third quarter and year-to-date, respectively. In addition, the increased availability of surface water supply decreased water production costs by $1,014 and $1,205 for the third quarter and year-to-date, respectively. The decreases were partially offset by $426 and $3,053 for the quarter and year-to-date, respectively, of increased purchased water, groundwater extraction and energy costs.

CLWSC’s primary supply is water pumped from Canyon Lake at two lake intakes. This supply is supplemented by groundwater pumped from wells.

The change in Water Utility Services’ source of supply mix was as follows: (in million gallons)

	Three Months Ended September 30,		Increase/ (decrease)		% Change		Nine Months Ended September 30,		Increase/ (decrease)		% Change
	2009	2008					2009	2008
Purchased water	7,883	8,613	(730	)	(4	)%	18,555	20,642	(2,087	)	(5	)%
Groundwater	6,872	7,537	(665	)	(4	)%	16,206	17,927	(1,721	)	(4	)%
Surface water	1,125	597	528		3	%	2,759	2,129	630		1	%
Reclaimed water	188	164	24		—		356	333	23		—
	16,068	16,911	(843	)	(5	)%	37,876	41,031	(3,155	)	(8	)%

The changes in the source of supply mix were consistent with the changes in the water production costs.

Quarterly nonwater production costs increased $1,627 for the third quarter ended September 30, 2009. The increase was primarily attributable to an increase of $485 in administrative and general expenses due to increased pension and retirement costs and increased salaries and wages, $415 in depreciation and amortization expense, $354 in other operating expenses, $254 in maintenance expenses and $119 property taxes and other nonincome tax expense due to property taxes for the Tennessee properties that previously had been borne by the tenant under triple net leases. Income tax expense increased for the third quarter of 2009, as a result of a slightly higher effective tax rate. SJW Corp. will continue to see an impact on nonwater production costs attributable to the holding costs incurred by SJW Land Company as it seeks to re-lease its office and distribution facility buildings located in Knoxville, Tennessee.

20

Year-to-date nonwater production costs increased $6,948 compared to 2008. The increase was primarily attributable to an increase of $3,025 in administrative and general expenses due to increased pension and retirement costs, increased salaries and wages and legal fees incurred in connection with the acquisition of the right and obligation to provide water service within the retail water service area of the City of Bulverde, Texas, $1,570 in property taxes and other nonincome tax expense due to property taxes for the Tennessee properties that previously had been borne by the tenant under triple net leases, $1,157 in depreciation and amortization expense, $1,126 in other operating expenses and $70 in maintenance expenses.

The change in comprehensive income for the three and nine months ended September 30, 2009 and 2008 was due to the increase in fair value of the investment in California Water Service Group.

Water Supply and Energy Resources

San Jose Water Company’s water supply is obtained from groundwater from wells, local surface water from watershed run off and diversion, and the purchase of imported treated water from SCVWD under the terms of a master contract with SCVWD expiring in 2051.

On October 1, 2009, SCVWD’s 10 reservoirs were approximately 45% full with 76,654 acre-feet of water in storage. For the first quarter of the rainfall season that commenced on July 1, 2009 and ends on June 30, 2010, the rainfall was approximately 80% of the historical season average.

As of September 30, 2009, San Jose Water Company’s Lake Elsman contained 600 million gallons of which approximately 400 million gallons can be utilized. In addition, rainfall at Lake Elsman was measured at 0.2 inches for the season commencing July 1, 2009 through June 30, 2010, which is approximately 400% of the five-year average. Local surface water is a less costly source of water than groundwater or purchased water and its availability significantly impacts San Jose Water Company’s results of operations.

The continuing dry weather in California and concerns about the San Joaquin-Sacramento River Delta prompted Governor Schwarzenegger on June 3, 2008 to issue an Executive Order (S-06-08) declaring a state-wide water emergency. The order directed state agencies to take immediate action to address drought conditions and water delivery reductions that may exist by expediting grant programs, technical assistance, and water conservation outreach. The order did not mandate water use restrictions or reductions.

On December 15, 2008, the U.S. Fish and Wildlife Service issued a new Biological Opinion (“BiOp”) and Incidental Take Statement for the Central Valley Project (“CVP”) and the State Water Project (“SWP”) on the Delta smelt. The operating requirements of BiOp immediately replace the interim remedy ordered by Federal Judge Oliver Wanger in December 2007. The BiOp prescribes a range of operational criteria that are determined based on hydrology, fish distribution, abundance, and other factors. Under a “most likely” scenario, the California Department of Water Resources (“DWR”) and United States Bureau of Reclamation (“USBR”) estimate that SWP and CVP supplies to SCVWD could be reduced by approximately 17 to 18% of the supply amount they currently receive. Under a “worst case” BiOp scenario, SWP and CVP supplies to SCVWD could be reduced by approximately 32 to 33% of the current supply amount they receive. In addition, while there is some overlap with the California Fish & Game Commission’s restrictions to protect longfin smelt, the longfin pumping restrictions, if triggered, could cause significant supply impacts beyond those estimated to comply with Delta smelt requirements.

On March 24, 2009, the SCVWD board of directors unanimously passed a resolution declaring a mandatory 15% reduction in water use. To effect mandatory water restrictions, SCVWD must work with other political subdivisions that possess the authority to enact and enforce drought ordinances in order to effect such restrictions. San Jose Water Company worked with the CPUC to develop its water conservation plan to comply with the mandatory 15% reduction in water use. The CPUC approved the plan, which became effective on August 12, 2009 and will remain in effect for the remainder of 2009.

To the extent that San Jose Water Company has to pump water from wells during peak periods to satisfy customer demand when imported water is insufficient, higher energy costs are expected to be incurred. San Jose Water Company has filed an advice letter with the CPUC to address mandatory conservation efforts which is fully described in the Regulatory Affairs section below.

San Jose Water Company believes that its various sources of water supply, including an increased reliance on groundwater, are sufficient to meet customer demand for the remainder of 2009.

CLWSC has long-term contracts with the Guadalupe-Blanco River Authority (“GBRA”). The terms of the agreements expire in 2040, 2044 and 2050. The agreements provide CLWSC with 6,400 acre-feet of water annually from Canyon Lake at prices to be adjusted periodically by the GBRA.

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Regulatory Affairs

Almost all of the operating revenue of San Jose Water Company results from the sale of water at rates authorized by the CPUC. The CPUC authorizes rates that are intended to provide revenue sufficient to recover operating expenses and produce a specified return on common equity. The timing of rate decisions could have an impact on the results of operations.

On November 11, 2006, the CPUC issued San Jose Water Company’s most recent General Rate Case decision. The decision authorized San Jose Water Company rate increases of approximately $3,500, or 2.0%, for 2007, $5,400, or 3.0%, for 2008, and $4,000, or 2.2%, for 2009. The rate increases for 2008 and 2009 were subject to adjustments based upon the inflation escalation factors realized at the time of the increase. The decision also authorized additional rate recoveries to be phased in as capital projects are completed over the three-year period and the recovery of approximately $450 from San Jose Water Company’s balancing and memorandum accounts. These rate increases were designed to produce a return on common equity of 10.13%, which was comparable with the authorized returns for water utilities in California.

On November 25, 2008, San Jose Water Company filed for a revenue increase for the second escalation year of 2009, pursuant to the 2007 general rate case with the CPUC, and was subsequently granted a revenue increase of $4,985 effective January 1, 2009.

On November 17, 2008, CLWSC filed a request for a general rate increase for Canyon Lake with the Texas Commission on Environmental Quality (“TCEQ”). The filing contains a request for an increase in revenue of approximately $775, or about 14%. The rates became effective subject to refund on January 16, 2009. All contested issues in the case were subsequently resolved at a hearing on August 26, 2009. A final resolution from the TCEQ is expected by the end of 2009.

On December 24, 2008, San Jose Water Company filed an application with the CPUC seeking authority to issue and sell debt securities not exceeding an aggregate amount of $90,000 over the next three years. This application is required by the CPUC rules and authority must be granted before additional debt can be issued. The authority was granted by the CPUC effective May 11, 2009.

On January 21, 2009, San Jose Water Company filed an application with the CPUC requesting general rate increases of $36,207, or 18.4% in 2010, $15,171, or 6.5% in 2011, and $19,899, or 8.1% in 2012. San Jose Water Company is proposing this rate increase due to escalating operating expenses as well as significant system infrastructure replacement requirements over the next several years. The capital budgets for the years noted above are also increasing due to significantly higher construction costs. The infrastructure improvements, such as water main and well replacements, improvements to pumping stations, well fields, water tanks and pipeline replacements are necessary in order to maintain safe and reliable water service to customers. The application is currently under review by the CPUC and a decision on the request is expected in late 2009, with new rates, if approved, becoming effective January 1, 2010.

On April 14, 2009, San Jose Water Company filed an advice letter to seek authority to establish: (1) a Mandatory Conservation Memorandum Account (“MCMA”) to track additional administrative costs and operating costs not recoverable through the existing memorandum type balancing accounts and (2) a Mandatory Conservation Revenue Adjustment Memorandum Account (“MCRAM”) to track the revenue impact of mandatory conservation. The request was authorized by the CPUC effective August 3, 2009.

On April 29, 2009, San Jose Water Company filed an advice letter with the CPUC requesting the implementation of a revenue increase of $1,300 via a rate base offset for plant additions previously authorized in D.06-11-015. The rate increase became effective on June 1, 2009.

On August 14, 2009, San Jose Water Company filed an advice letter requesting authority to amend the surcharge for the Water Rate Assistance Program (“WRAP”) from $0.10 per month to $0.20 per month for non-qualifying customers. The increase was requested to reflect the increased costs of the WRAP program attributed to the increased enrollment in the program. The request was authorized by the CPUC effective September 17, 2009.

Balancing Account Recovery Procedures

As of September 30, 2009 and December 31, 2008, the total accrued balance in San Jose Water Company’s balancing account was an over-collection of $2,036 and $1,977, respectively, including interest. All the memorandum type balancing accounts are reviewed by the CPUC in San Jose Water Company’s general rate cases.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SJW Corp. is subject to market risks in the normal course of business, including changes in interest rates and equity prices. The exposure to changes in interest rates is a result of financings through the issuance of fixed-rate, long-term debt and short-term funds obtained through the variable rate line of credit. SJW Corp. also owns 1,099,952 shares of California Water Service Group and is exposed to the risk of changes in equity prices.

SJW Corp. has no material derivative financial instruments, financial instruments with significant off-balance sheet risks, or financial instruments with concentrations of credit risk. There is no material sensitivity to change in market rates and prices.

ITEM 4. CONTROLS AND PROCEDURES

SJW Corp.’s management, with the participation of SJW Corp.’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of SJW Corp.’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that SJW Corp.’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or “the Act”) as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by SJW Corp. in the reports that it files or submits under the Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. SJW Corp. believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There has been no change in internal control over financial reporting during the third fiscal quarter of 2009 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of SJW Corp.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

SJW Corp. is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Corp. or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Corp.’s business, financial position, results of operations or cash flows.

ITEM 5. OTHER INFORMATION

On October 28, 2009, the Board of Directors of SJW Corp. declared the regular quarterly dividend of $0.165 per common share. The dividend will be paid December 1, 2009 to shareholders of record as of the close of business on November 9, 2009.

ITEM 6. EXHIBITS

See Exhibit Index located immediately following the Certification of this document, which is incorporated herein by reference as required to be filed by Item 601 of Regulation S-K for the quarter ended on September 30, 2009.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SJW CORP.
DATE: November 6, 2009	By	/s/    DAVID A. GREEN
		David A. Green
		Chief Financial Officer and Treasurer
		(Principal financial officer)

24

EXHIBIT INDEX

DRAFT

Exhibit No.	Description of Document
10.1	SJW Corp. Director Compensation and Expense Reimbursement Policies, amended and restated, effective as of July 29, 2009. (1) (2)
10.2	San Jose Water Company Executive Supplemental Retirement Plan, as amended and restated, effective July 29, 2009. (1) (2)
10.3	San Jose Water Company Cash Balance Executive Supplemental Retirement Plan, amended and restated on July 29, 2009. (1) (2)
31.1	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by President and Chief Executive Officer. (1)
31.2	Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer and Treasurer. (1)
32.1	Certification Pursuant to 18 U.S.C. Section 1350 by President and Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2	Certification Pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer and Treasurer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

(1) Filed currently herewith.

(2) Management contract or compensatory plan or agreement.

25

EX-10.1

Exhibit 10.1

SJW CORP.

AMENDED AND RESTATED DIRECTOR COMPENSATION AND

EXPENSE REIMBURSEMENT POLICIES

Effective as of July 29, 2009

I. DIRECTOR COMPENSATION.

A. 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.

B. COMPENSATION POLICIES.

1. Annual Retainer.

SJW Corp., San Jose Water Company, SJW Land Company, and SJWTX, Inc. shall pay the Chairman of their Board who is not employed by SJW Corp. or any of its subsidiaries annual retainers of $30,000, $60,000, $20,000 and $5,000, respectively.

SJW Corp., San Jose Water Company, SJW Land Company, and SJWTX, Inc. shall pay each of their other directors who are not employed by SJW Corp. or any of its subsidiaries annual retainers of $15,000, $40,000, $5,000 and $5,000, respectively.

2. Board and Committee Meetings Held In Person.

The meeting fees set forth in this section shall be paid to the directors who are not employed by SJW Corp. or any of its subsidiaries (“Non-Employee directors”) in connection with Board and Committee meetings held in person.

The meeting fees for the Chairman of the Board of SJWTX, Inc. shall be $2,500 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 and SJWTX, Inc. shall be paid $500 for each Board meeting attended in person.

All Non-Employee directors of Texas Water Alliance Limited 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.

3. Board and Committee Meetings Held Telephonically.

The meeting fees set forth in this section shall be paid to Non-Employee directors in connection with Board and Committee meetings held telephonically.

The meeting fees for the Chairman of the Board of SJWTX, Inc. shall be $2,500 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 and SJWTX, Inc. shall be paid $500 for each Board meeting attended.

All Non-Employee directors of Texas Water Alliance Limited shall be paid $500 for each Board meeting attended.

4. 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. or any of its subsidiaries (“Other Meetings”).

5. Long-Term Incentive Plan.

Non-Employee directors may be eligible to participate in SJW Corp.’s Long-Term Incentive Plan, as amended (“LTIP”), and may also be eligible to participate in programs now or hereafter established thereunder, as more fully set forth in the LTIP and the programs established thereunder.

2

6. Director Pension Plan.

As more fully set forth in a resolution adopted by SJW Corp.’s Board of Directors on October 25, 2007 which amends the September 22, 1999 resolution, when a director ceases to be a director of SJW Corp., he or she shall receive a benefit equal to one half of the aggregate annual retainer for service on the Board of Directors of SJW Corp. and the Boards of Directors of San Jose Water Company and SJW Land Company as 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 until December 31, 2007 up to a maximum of 10 years. These payments will be made with the same frequency as the ongoing Directors retainers. 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 director who commences Board service on or after April 29, 2003 shall not be eligible to participate in the Director Pension Plan.

II. EXPENSE REIMBURSEMENT.

All reasonable expenses incurred by a Non-Employee director in connection with his or her attendance at a SJW Corp., San Jose Water Company, SJW Land Company, SJWTX, Inc., or Texas Water Alliance Limited Board Meeting, Committee Meeting or Other Meeting, which shall include the expense of traveling by non-commercial aircraft if within 1,000 miles of company headquarters and approved by the Chairman of the Board, and the expense of traveling first class for any travel within the United States, shall be reimbursed.

Adopted By the Board: July 29, 2009	/s/    Suzy Papazian
	Suzy Papazian, Corporate Secretary

3

EX-10.2

Exhibit 10.2

SAN JOSE WATER COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

(As Amended and Restated Effective July 29, 2009)

TABLE OF CONTENTS

		Page
I.	DEFINITIONS	1
II.	PARTICIPATION	5
III.	RETIREMENT BENEFIT	5
IV.	VESTING	10
V.	FUNDING NATURE OF THE PLAN	10
VI.	ADMINISTRATION OF THE PLAN	11
VII.	AMENDMENTS AND TERMINATION	11
VIII.	MISCELLANEOUS	12

i

THE SAN JOSE WATER COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

On July 22, 1992 the Board of Directors of the San Jose Water Company (the “Company”) adopted the San Jose Water Company Executive Supplemental Retirement Plan (the “Plan”). The Plan is designed to supplement the retirement income of a designated select group of management and/or highly compensated executives of the Company. The Plan has been amended on a number of occasions since its adoption and is hereby further amended and restated, effective January 1, 2008, to conform the provisions of the plan document to the applicable requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations issued thereunder. The Plan as so amended and restated shall continue to function solely as a so-called “top hat” plan of deferred compensation subject to the provisions of the Employee Retirement Income Security Act of 1974 (as amended from time to time) applicable to such a plan.

I. DEFINITIONS

Wherever used herein the following terms have the meanings indicated:

1.1 “Accrued Benefit” means, at any time, the benefit computed in accordance with Section 3.1 (as adjusted, if applicable, pursuant to Section 3.11).

1.2 “Actuarial Equivalent” has the meaning set forth in the San Jose Water Company Retirement Plan.

1.3 “Affiliated Company” means (i) the Company and (ii) each of the other members of the controlled group that includes the Company, as determined in accordance with Sections 414(b) and (c) of the Code.

1.4 “Beneficiary” means the person or persons entitled, pursuant to Section 3.6, to receive the Participant’s retirement benefit following his or her death.

1.5 “Benefit Commencement Date” means the date on which the payment of a Participant’s retirement benefit is to commence pursuant to Section 3.2; provided, however, that a Participant who wishes to have his or her retirement benefit commence on a Deferred Benefit Commencement Date following his or her Separation from Service must comply with the applicable election procedures set forth in Section 3.3.

1.6 “Board of Directors” means the Board of Directors of San Jose Water Company.

1.7 “Change in Control” means a transaction involving a change in ownership or control of SJW Corp. which constitutes a Change in Control, as such term is defined at the relevant time in the Executive Severance Plan (or any successor plan) or, if the Executive Severance Plan ceases to exist and is not succeeded by another similar plan, as it was last defined in the Executive Severance Plan.

1.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.9 “Committee” means the Executive Compensation Committee of the SJW Corp. Board of Directors which shall administer the Plan in accordance with the provisions of Article V hereof.

1.10 “Company” means San Jose Water Company and any successor to all or a major portion of the assets or business of the San Jose Water Company.

1.11 “Compensation” means, for any calendar month, the salary earned by a Participant for such month, whether or not actually paid in that month, plus any annual cash performance bonus that is paid to the Participant in such month plus any portion of such bonus that would have been paid in such month in the absence of the Participant’s deferral election or other deferred payment provision applicable to such compensation. Any deferred cash performance bonus taken into account as Compensation for the month in which such bonus would have been paid in the absence of a deferral provision or election shall not again be taken into account as Compensation in the month in which that deferred bonus is actually paid. No other bonus or special compensation will be included, except to the extent expressly provided otherwise, in accordance with the applicable provisions of Code Section 409A, by the Committee administering this Plan.

1.12 “Credited Service” has the meaning set forth in the San Jose Water Company Retirement Plan.

1.13 “Death Benefit” has the meaning set forth in Section 3.10 of the Plan.

1.14 “Deferred Benefit Commencement Date” means a date, later than the normal Benefit Commencement Date determined under Section 3.2, on which the Participant’s retirement benefit under Article III is to commence pursuant to a timely deferral election made by such Participant pursuant to Section 3.3 of the Plan.

1.15 “Early Retirement Date” means the first day of the month coinciding with or next following the date when a Participant has both attained the age of fifty-five (55) years and completed at least ten (10) years of Credited Service with the Company.

1.16 “Eligible Employee”. The term “Eligible Employee” means any officer of the Company or any other Employee who:

(a) first commenced status as an Employee before March 31, 2008; and

(b) is part of a select group of management or an otherwise highly compensated employee, as determined by the Committee in accordance with applicable ERISA standards.

2

1.17 “Employee” means an individual for so long as he or she is in the employ of at least one member of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

1.18 “Employer Group” means (i) the Company and (ii) each of the other members of the controlled group that includes the Company, as determined in accordance with Sections 414(b) and (c) of the Code, except that in applying Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such sections and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations.

1.19 “Executive Severance Plan” means SJW Corp. Executive Severance Plan, as amended from time to time.

1.20 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.21 “Final Average Compensation” means, on any date, a Participant’s average monthly Compensation (as such Compensation is determined for each month in accordance with Section 1.11 above) for that consecutive thirty-six (36) calendar month period within the last one hundred twenty (120) consecutive calendar months ending on or immediately prior to such measurement date during which such average Compensation is the highest.

1.22 “Normal Retirement Date” means the first day of the calendar month coinciding with or next following the date when a Participant attains sixty-five (65) years of age.

1.23 “Participant” means an Eligible Employee selected by the Committee to participate in the Plan; provided, however, that such individual shall not commence actual participation in the Plan or otherwise accrue benefits under the Plan until the date determined under Article II.

1.24 “Plan” means the San Jose Water Company Executive Supplemental Retirement Plan, as set forth in this document and in any amendments from time to time made hereto.

1.25 “Qualified Joint and Survivor Annuity” has the meaning set forth in the San Jose Water Company Retirement Plan.

1.26 “Retirement Benefit” means the monthly retirement benefit payable under this Plan, calculated in accordance with Article III.

1.27 “San Jose Water Company Retirement Plan” means the San Jose Water Company Retirement Plan, a tax-qualified defined benefit pension plan under Code Section 401(a) which was adopted November 1, 1950, as such plan may be amended and restated from time to time.

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1.28 “Single Life Annuity” has the meaning set forth in the San Jose Water Company Retirement Plan.

1.29 “Separation from Service” means the Participant’s cessation of Employee status by reason of his or her death, retirement or termination of employment. The Participant shall be deemed to have terminated employment for such purpose at such time as the level of his or her bona fide services to be performed as an Employee (or non-employee consultant) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services he or she rendered as an Employee during the immediately preceding thirty-six (36) months (or such shorter period for which he or she may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Code Section 409A. In addition to the foregoing, a Separation from Service will not be deemed to have occurred while an Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or any longer period for which such Employee’s right to reemployment with one or more members of the Employer Group is provided either by statute or contract; provided, however, that in the event of an Employee’s leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months and that causes such individual to be unable to perform his or her duties as an Employee, no Separation from Service shall be deemed to occur during the first twenty-nine (29) months of such leave. If the period of leave exceeds six (6) months (or twenty-nine (29) months in the event of disability as indicated above) and the Employee’s right to reemployment is not provided either by statute or contract, then such Employee will be deemed to have a Separation from Service on the first day immediately following the expiration of such six (6)-month or twenty-nine (29)-month period.

1.30 “SJW Corp.” means SJW Corp., a California corporation which is the corporate parent of the Company, or any successor to all or a major portion of the assets or business of the SJW Corp.

1.31 “Specified Employee” means a “key employee” (within the meaning of that term under Code Section 416(i)), as determined by the Executive Compensation Committee of SJW Corp. in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis to all non-qualified deferred compensation plans of the Employer Group subject to Code Section 409A. The Specified Employees shall be identified on December 31 of each calendar year and shall have that status or the twelve (12)-month period beginning on April 1 of the following calendar year.

1.32 “Ten Year Certain and Life Option” has the meaning set forth in Section 3.5.

1.33 “Year of Service” has the meaning set forth in the San Jose Water Company Retirement Plan.

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II. PARTICIPATION

Each Eligible Employee selected by the Committee for participation in the Plan shall be promptly notified by the Company in writing of such selection and shall become a Participant in the Plan on the first day of the first calendar month next following the date of his or her selection for participation by the Committee or such later date as the Committee shall specify, as set forth in the notification from the Company.

III. RETIREMENT BENEFIT

3.1 Retirement Benefit Formula. The actual Retirement Benefit to be paid under this Plan to a vested Participant beginning on his or her Benefit Commencement Date determined in accordance with Section 3.2 shall be calculated on the basis of the following formula for determining a Participant’s normal retirement benefit and shall be adjusted so that it is the Actuarial Equivalent of such normal retirement benefit after taking into account any Benefit Commencement Date prior to the Participant’s Normal Retirement Date and/or any form of payment other than a Single Life Annuity for the Participant:

• The normal retirement benefit is a Single Life Annuity for the Participant commencing on his or her Normal Retirement Date in a monthly dollar amount equal to two and two tenths percent (2.2%) of the Final Average Compensation of such Participant multiplied by his or her Years of Service (not to exceed twenty (20) years) plus one and one-tenth percent (1.1%) of the Final Average Compensation of such Participant multiplied by his or her Years of Service in excess of 20 years (not to exceed an additional ten (10) years), up to a total not to exceed fifty-five percent (55%) of such Participant’s Final Average Compensation; less the monthly retirement benefit payable to such Participant from the San Jose Water Company Retirement Plan. The one and one-tenth percent (1.1%) and fifty-five percent (55%) of Final Average Compensation percentages stated above shall be increased to one and six tenths percent (1.6%) and sixty percent (60%) respectively for Participants who are credited with an Hour of Service, as defined in the San Jose Water Company Retirement Plan, on or after November 1, 1999. The amount of the offset for the monthly retirement benefit paid from the San Jose Water Company Retirement Plan shall be calculated on the basis of the single life monthly annuity under such Plan commencing on the Participant’s Normal Retirement Date which is the Actuarial Equivalent of his or her normal retirement benefit under such plan.

3.2 Benefit Commencement Date. The following provisions shall govern the date on which a vested Participant’s Retirement Benefit as calculated under Section 3.1 shall commence, subject to the elective deferral provisions of Section 3.3 and the mandatory deferral provisions of Section 3.12. In the absence of any deferral effected pursuant to Section 3.3 or 3.12, such date shall constitute the Participant’s Benefit Commencement Date under the Plan.

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(a) The Benefit Commencement Date for a vested Participant whose Separation from Service occurs on or after satisfying the requirements for a Normal Retirement Date shall be the first day of the first calendar month following such Separation of Service. The monthly retirement benefit which shall commence at that time shall be in the amount calculated under Section 3.1 and payable in the form of a Single Life Annuity. There shall be no actuarial increase to the dollar amount of the Participant’s monthly retirement benefit should the Benefit Commencement Date occur after his or her Normal Retirement Date.

(b) The Benefit Commencement Date for a vested Participant whose Separation from Service occurs on or after satisfying the requirements for an Early Retirement Date but before his or her Normal Retirement Date shall be the first day of the first calendar month following such Separation from Service. The monthly retirement benefit which shall commence at that time under Section 3.1 shall be payable in the form of a Single Life Annuity. However, the dollar amount of that monthly retirement benefit as calculated pursuant to Section 3.1 shall be reduced for the commencement of such benefit before the Participant’s Normal Retirement Date in accordance with the early retirement reduction factors set forth in the San Jose Water Company Retirement Plan as in effect on the Benefit Commencement Date.

(c) The Benefit Commencement Date for a vested Participant whose Separation from Service occurs before satisfying the requirements for an Early Retirement Date or a Normal Retirement Date shall be the first date of the first calendar month on which he or she satisfies the requirements for an Early Retirement Date or (if earlier) a Normal Retirement Date. The monthly retirement benefit which shall commence at that time under Section 3.1 shall be payable in the form of a Single Life Annuity. However, the dollar amount of that monthly retirement benefit as calculated pursuant to Section 3.1 shall be reduced, in accordance with the early retirement reduction factors set forth in the San Jose Water Company Retirement Plan as in effect on the Benefit Commencement Date, should such retirement benefit commence before the Participant’s Normal Retirement Date.

3.3 Election of Deferred Benefit Commencement Date. The following provisions shall govern any election by a Participant to receive his or her Retirement Benefit on a Deferred Benefit Commencement Date that is later than the date on which his or her Retirement Benefit would otherwise commence in accordance with Section 3.2:

(i) An Eligible Employee participating in the Plan during the 2007 calendar year may elect a Deferred Benefit Commencement Date at any time on or before December 31, 2007 by filing the appropriate deferral election form with the Committee.

(ii) An Eligible Employee who is first selected for participation in the Plan after December 31, 2007 may elect a Deferred Benefit Commencement Date by filing the appropriate election form with the Committee at any time prior to the date his or her participation in the Plan becomes effective.

(iii) Should a Participant wish at any time after December 31, 2008 to change the Benefit Commencement Date in effect for him or her pursuant to Section 3.2 (or any Deferred Benefit Commencement Date in effect for him or her at that time under this Section 3.3) to a later Deferred Benefit Commencement Date, then such Participant must file the appropriate deferral election form with the Committee at least twelve (12) months prior to the Benefit Commencement Date or Deferred Benefit Commencement Date in effect at the time for the Participant, and the deferral election shall in no event become effective or otherwise have any

6

force or applicability until the expiration of the twelve (12)-month period measured from the date such election is filed with the Committee. Accordingly, the new deferral election shall become null and void should the Participant’s pre-existing Benefit Commencement Date or Deferred Commencement Date occur within that twelve (12)-month period. The new Deferred Benefit Commencement Date elected by the Participant must be a date that is at least five (5) years later than the date on which the Participant’s Retirement Benefit would have otherwise commenced in the absence of the new deferral election.

3.4 Alternative Form of Benefit Payment. In lieu of the Single Life Annuity in which a Participant is to receive as his or her Retirement Benefit, the Participant may elect an alternative form of benefit payment in accordance with the following requirements:

(i) A Participant who is married on his or her Benefit Commencement Date (or any Deferred Benefit Commencement Date in effect for him or her in accordance with the provisions of Section 3.3) may elect to receive his or her Retirement Benefit in the form of the Qualified Joint and Survivor Annuity, provided such election is made in accordance with the applicable requirements of subparagraph (iii) below.

(ii) A Participant, whether or not married on his or her Benefit Commencement Date (or any Deferred Benefit Commencement Date in effect for him or her in accordance with the provisions of Section 3.3), may elect to receive his or her Retirement Benefit in the form of the Ten Year Certain and Life Option, provided such election is made in accordance with the applicable requirements of subparagraph (iii) below.

(iii) Provided the Qualified Joint and Survivor Annuity and the Ten Year Certain and Life Option are each the Actuarial Equivalent of the Single Life Annuity payable to the Participant hereunder, the Participant may elect either alternative form of payment by filing the appropriate election form with the Committee at any time prior to the Benefit Commencement Date or Deferred Benefit Commencement Date in effect for such Participant. In the event that either the Qualified Joint and Survivor Annuity or the Ten Year Certain and Life Option is not the Actuarial Equivalent of the Single Life Annuity payable to the Participant hereunder, then the Participant’s election of the form of payment which is not such an Actuarial Equivalent shall be subject to the following limitations:

• Participant must elect the alternative form of benefit by filing the appropriate benefit election form with the Committee at least twelve (12) months prior to the Benefit Commencement Date or Deferred Benefit Commencement Date in effect at the time for the Participant, and the benefit election shall in no event become effective or otherwise have any force or applicability until the expiration of the twelve (12)-month period measured from the date such election is filed with the Committee. Accordingly, the benefit election shall become null and void should the Participant’s Benefit Commencement Date or Deferred Commencement Date occur within that twelve (12)-month period. As part of the benefit election process, the Participant must designate a new Benefit Commencement Date that is at least five (5) years later than the date on which the Participant’s Retirement Benefit would have otherwise commenced in accordance with the Benefit Commencement Date or Deferred Benefit Commencement Date in effect for the Participant immediately prior to the filing of his or her benefit election.

7

(iv) For purposes of determining whether the Qualified Joint and Survivor Annuity is the Actuarial Equivalent of the Single Life Annuity payable to the Participant, any subsidy provided with respect to the Qualified Joint and Survivor Annuity shall not be taken into account, provided the annual lifetime benefit payable thereunder to the Participant is not greater than his or her annual lifetime benefit under the Single Life Annuity, and the annual lifetime benefit payable to the survivor is not greater than the annual lifetime benefit payable to the Participant under such Qualified Joint and Survivor Annuity. In no event will the Qualified Joint and Survivor Annuity or the Ten Year Certain and Life Option be deemed for purposes of subparagraph (iii) above to be the Actuarial Equivalent of the Single Life Annuity payable to the Participant hereunder, if the scheduled date for the first annuity payment under such alternative form of payment is other than the Benefit Commencement Date or Deferred Benefit Commencement Date in effect at the time for the Participant.

(v) A benefit election made under this Paragraph 3.4 by a Participant who is married on such date is not subject to spousal consent.

3.5 Ten Year Certain and Life Option. A Participant who elects the Ten Year Certain and Life Option shall receive his or her Retirement Benefit in the form of a monthly annuity over his or her lifetime. If the Participant dies before one hundred and twenty (120) monthly payments (hereinafter referred to as the “period certain”) have been made, the Participant’s designated Beneficiary or Beneficiaries shall be entitled to share equally in the Participant’s monthly retirement benefit for the remainder of such period certain. A Participant electing to receive his or her Retirement Benefit in such form must designate, as described in Section 3.6, one or more Beneficiaries to receive any remaining payments under the Plan after his or her death. If the Participant and the designated Beneficiary or Beneficiaries die within the period certain, the remaining payments shall be made to the estate of the designated Beneficiary who last received a payment under this Section 3.5.

3.6 Beneficiary Designation. The Beneficiary designation of a Participant who elects to receive his or her Retirement Benefit in the form of a Ten Year Certain and Life Option shall be made on a form prepared by, and delivered to, the Committee prior to the Benefit Commencement Date or Deferred Benefit Commencement Date in effect for that benefit. The Participant may revoke or change the designation at any time prior to the applicable Benefit Commencement Date by delivering a subsequent form to the Committee.

3.7 Calculation of Alternative Forms of Benefits. The amount of all benefit payment forms specified in Section 3.4 shall be determined in accordance with the provisions of the San Jose Water Company Retirement Plan.

3.8 Retiree Increases.

(a) 1998 Retiree Benefit Increase. Subject to a ten percent (10%) maximum benefit increase, the monthly pension of each Participant (or Beneficiary in the case of a deceased Participant) shall be increased 0.138889% for each month or partial month which has elapsed from the date of the initial payment of retirement benefits to each Participant (or Beneficiary), up to and including February 28, 1998.

8

(b) 2002 Retiree Benefit Increase. Subject to a ten percent (10%) maximum benefit increase, the monthly pension of each Participant (or Beneficiary in the case of a deceased Participant) shall be increased 0.212766% for each month or partial month which has elapsed from (i) the later of the date of the initial payment of benefits or March 1, 1998 to (ii) January 31, 2002.

3.9 Qualified Preretirement Survivor Annuity. If a married Participant dies after his or her Retirement Benefit has vested but before the Benefit Commencement Date or Deferred Benefit Commencement Date in effect for such benefit, then the Participant’s surviving spouse will be entitled to a Qualified Preretirement Survivor Annuity in accordance with this Section 3.9.

(a) The Qualified Preretirement Survivor Annuity will become payable on the later of (1) the first day of the month coinciding with or next following the Participant’s death or (2) the earliest date on which the Participant would have been eligible to receive a Qualified Joint and Survivor Annuity under the Plan (disregarding any Deferred Benefit Commencement Date election the Participant may have outstanding under Section 3.3 at the time of his or her death).

(b) The Qualified Preretirement Survivor Annuity will be in a dollar amount equal to fifty percent (50%) of the amount the Participant would have received had his or her Separation from Service occurred on the day before his or her death and he or she had elected the Qualified Joint and Survivor Annuity as his or her form of benefit payment. In the case of a vested Participant who dies on or before the earliest date on which he or she would have been eligible to receive a Qualified Joint and Survivor Annuity, the amount of the Qualified Preretirement Survivor Annuity will be computed as though the Participant had survived until he or she was first eligible to receive a Qualified Joint and Survivor Annuity, retired at that time with an immediate Qualified Joint and Survivor Annuity, and died the next day.

3.10 Death Benefit. If a Participant who is unmarried at the time dies after his or her Retirement Benefit has vested but before the Benefit Commencement Date or Deferred Benefit Commencement Date in effect for such benefit, then such Participant’s Beneficiary shall be entitled to a Death Benefit in accordance with this Section 3.10.

(a) The Death Benefit will become payable on the later of (1) the first day of the month coinciding with or next following the Participant’s death or (2) the earliest date on which the Participant would have been eligible to receive his or her Retirement Benefit (disregarding any Deferred Benefit Commencement Date election the Participant may have outstanding under Section 3.4 at the time of his or her death).

(b) The Death Benefit will be in a monthly dollar amount equal to the monthly retirement benefit the Participant would have received under the Plan had his or her Separation from Service occurred on the day before the Participant’s death and he or she had elected to receive the optional form of benefit described in Section 3.5 of the Plan. In the case of

9

a vested Participant who dies on or before the earliest date that such Participant would have been eligible to receive his or her Retirement Benefit, the amount of the Death Benefit will be computed as though the Participant had survived until he or she was first eligible to receive a retirement benefit, retired at that time and elected to receive the optional form of benefit described in Section 3.5 of the Plan, and died the next day.

3.11 Adjustments to Benefits. The benefit calculated in accordance with the provisions of this Article III shall, with respect to each Participant referenced in Exhibit A, be subject to the specific adjustments set forth in Exhibit A with respect to that Participant.

3.12 Mandatory Deferral of Payments. Notwithstanding any provision to the contrary in this Article III or any other article in the Plan, a vested Participant’s Retirement Benefit shall not commence under this Plan prior to the earlier of (i) the first day of the seventh (7th) month following the date of his or her Separation from Service or (ii) the date of his or her death, if the Participant is deemed at the time of such Separation from Service to be a Specified Employee and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, all monthly retirement payments deferred pursuant to this Section 3.12 shall be paid in a lump sum to the Participant, and the remaining monthly retirement payments due under the Plan shall be paid in accordance with the normal payment dates specified for them herein.

IV. VESTING

4.1 Normal Vesting. A Participant shall vest in his or her Accrued Benefit upon completion of Years of Service as follows:

Years of Service	Vested Percentage
Less than 10	None
10 or More	100%

4.2 Change in Control Severance Vesting. Notwithstanding Section 4.1, a Participant’s Accrued Benefit shall immediately become 100% vested if such Participant becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination of his or her Employee status thereunder.

V. FUNDING NATURE OF THE PLAN

The funds used for payment of benefits under this Plan and of the expenses incurred in the administration thereof shall, until such actual payment, continue to be a part of the general funds of the Company, and no person other than the Company shall, by virtue of this Plan, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. The foregoing notwithstanding, the Company may fund the Plan with Board approval at any time, and the Company shall in the

10

event of a Change in Control arrange for the funding, immediately before the effective date of that Change in Control, of all the Accrued Benefits under the Plan through a trust which satisfies the requirements of Revenue Procedure 92-64 and/or such other statutory or regulatory requirements as are necessary to assure that Participants are not subject to Federal income taxation on either their Accrued Benefits or amounts contributed to such trust before their receipt of such benefits or assets.

VI. ADMINISTRATION OF THE PLAN

6.1 The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan. The Committee’s powers and duties shall include, but shall not be limited to, the following: (a) selecting the Eligible Employees who are to participate in the Plan, (b) responsibility for the compilation and maintenance of all records necessary in connection with the Plan; (c) determining the amount (if any) of the benefits payable under the Plan to a Participant or his or her spouse or Beneficiary and authorizing the payment of all benefits under the Plan as they become due and payable under the Plan; (d) reducing or otherwise adjusting amounts payable under the Plan if payments are made in error; and (e) authority to engage such legal accounting and other professional services as it may deem proper. Decisions by the Committee shall be final and binding upon all parties.

6.2 The Committee, from time to time, may allocate to one or more of its members (or to any other person or persons or organizations) any of its rights, powers, and duties with respect to the operation and administration of the Plan. Any such allocation shall be reviewed from time to time by the Committee and shall be terminable upon such notice as the Committee, in its sole discretion, deems reasonable and prudent under the circumstances.

6.3 The members of the Committee shall serve without compensation, but all benefits payable under the Plan and all expenses properly incurred in the administration of the Plan, including all expenses properly incurred by the Committee in exercising its duties under the Plan, shall be borne by the Company.

VII. AMENDMENTS AND TERMINATION

7.1 The Board of Directors reserves the power at any time to terminate this Plan and to otherwise amend any portion of the Plan other than this Article VII; provided, however, that no such action shall (i) reduce any Accrued Benefit (or any benefit hereunder based thereon) as of the date of such action or (ii) adversely affect a Participant’s right to continue to vest in such Accrued Benefit in accordance with the terms of the Plan in effect immediately prior to such action.

7.2 Notice of termination or amendment of the Plan, pursuant to Section 7.1, shall be given in writing to each Participant and beneficiary of a deceased Participant.

7.3 No amendment or termination of the Plan shall affect or modify the benefit commencement date provisions or form of payment provisions in effect under Article III immediately prior to such amendment or termination, and such amendment or termination shall not result in any accelerated payment of the retirement benefits accrued under the Plan.

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VIII. MISCELLANEOUS

8.1 The headings and subheadings of this instrument are inserted for convenience of reference only and are not to be considered in the construction of this Plan. Wherever appropriate, words used in the singular may include the plural, plural may be read as the singular and the masculine may include the feminine.

8.2 The instrument creating the Plan shall be construed, administered, and governed in all respects in accordance with the laws of the State of California to the extent not preempted by ERISA. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue to be fully effective.

8.3 Participation in this Plan shall not give to any employee the right to be retained in the employ of the Company nor any right or interest in this Plan other than is herein specifically provided.

8.4 Any payment to a Participant or beneficiary or the legal representative of either, in accordance with the terms of this Plan shall to the extent thereof be in full satisfaction of all claims such person may have against the Company hereunder, which may require such payee, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Company.

8.5 This Plan is intended to qualify for exemption from Articles II, III, and IV of ERISA, as amended, as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of such Act, and shall be so interpreted.

8.6 Benefits under this Plan shall not be alienated, hypothecated or otherwise encumbered, and to the maximum extent permitted by law such benefits shall not in any way be subject to claim of creditors or liable to attachment, execution or other process of law.

8.7 If an individual entitled to receive retirement benefits is determined by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they shall be paid to the duly appointed and acting guardian, if any, and if no such guardian is appointed and acting, to such person as the Committee may designate. Such payment shall, to the extent made, be deemed a complete discharge for such payments under this Plan.

8.8 If the Committee is unable due to unforeseen circumstances to make the determinations required under this Plan in sufficient time for payments to be made when due, the Committee shall make the payments immediately upon the completion of such determinations, with interest at a reasonable rate from the due date, and may, at its option, make provisional payments, subject to adjustment, pending such determination.

8.9 For purposes of this Plan, actuarial equivalents shall be determined on the basis of mortality tables and interest factors most recently employed for the purpose of the San Jose Water Company Retirement Plan.

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IN WITNESS WHEREOF, San Jose Water Company has caused its authorized officers to execute this instrument in its name and on its behalf.

	SAN JOSE WATER COMPANY
July 29, 2009	By:	/s/ W. Richard Roth
		W. Richard Roth, President and
		Chief Executive Officer

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EXHIBIT A

TO

THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

(a) In computing John Weinhardt’s benefit under Section 3.1 of the Plan, he shall receive an additional eight and one quarter tenths of one percent (0.825%) of Final Average Compensation for each year of service as President and Chief Executive Officer of the Company. In addition, Mr. Weinhardt shall be entitled to a supplemental benefit of payment of $225,000, which shall be fully vested upon his retirement and payable in equal monthly installments over the thirty-six (36) month period beginning August 1, 2002 and ending July 31, 2005.

(b) If Barbara Y. Nilsen retires on March 1, 1998, then the benefit to which she is entitled under Sections 3.1 and 3.2 of the Plan shall be increased by $40,000 in the first year, $30,000 in the second year, and $20,000 in the third year of retirement.

(c) In computing Frederick Meyer’s benefit under Sections 3.1 and 3.2 of the Plan, he shall receive an additional two and one-half (2 ¹/2) Years of Service credit and shall be deemed to be 2 ¹/2 years of age older at the time he retires.

(d) In computing the benefits under Article III for any Participant who becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination of Employee status after a Change in Control, such Participant shall be credited with an additional number of Years of Service and years of age equal to the number of years of cash severance benefits to which such Participant is entitled under the Severance Plan (or if the severance benefit is paid in a lump sum, the number of years of salary or compensation on which such lump sum severance payment is based). In no event, however, shall any benefit be payable hereunder earlier than it otherwise would have been paid in the absence of such additional Years of Service and age credits.

(e) If W. Richard Roth terminates Employee status before his Normal Retirement Date, the benefit to which he is entitled under Section 3.2 of the Plan shall be the full annual amount computed in accordance with Section 3.1 of the Plan, without any reduction for early commencement of benefits. In addition, in computing Mr. Roth’s Final Average Compensation for purposes of computing his benefit under Article III, the amount of his annual cash performance bonus for each year on and after 2003 shall be deemed to be the greater of his actual bonus for that year or his target bonus for such year, with the applicable amount to be taken into account as Compensation in the month in which the bonus for that year is paid to him or would have been paid to him in the absence of his deferral election or other deferred payment provision applicable to such compensation. Any deferred portion of the bonus shall not again be taken into account as Compensation in the month in which that deferred portion is actually paid. If Mr. Roth becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination of Employee status after a Change in Control, he shall be credited with such additional service and years of age, if any, as is necessary, after application of paragraph (d) above, to qualify him for benefits that would be payable had he terminated Employee status after qualifying for an Early Retirement Date, provided that no benefit shall be payable before his actual 55^th birthday.

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(f) If Jim Johansson retires March 12, 2004 then the benefit to which he is entitled under Sections 3.1 and 3.2 of the Plan shall be calculated with an additional one and one half years of service credit and one and one half years of age credit.

(g) If Robert Loehr retires on December 07, 2004, then the benefit to which he is entitled under Sections 3.1 and 3.2 of the Plan shall be calculated with an additional 2 years of age credit.

(h) When George Belhumeur retires, the benefit to which he is entitled under Sections 3.1 and 3.2 of the Plan shall be determined by increasing his Final Average Compensation (as defined in Section 1.11) by the dollar amount obtained by dividing the accrued vacation and termination payments made to him in connection with his retirement by 36; provided, however that in determining his normal retirement benefit under Section 3.1 or his early retirement benefit under Section 3.2, his Accrued Benefit shall in no event be less than his Accrued Benefit as of February 28, 2004.

(i) If Richard Balocco retires before February 28, 2007, then the benefit to which he is entitled under Sections 3.1 and 3.2 of the Plan shall be calculated with an additional two and one half years of age credit.

(j) If Richard Pardini retires June 15, 2007, then the benefit to which he is entitled under Sections 3.1 and 3.2 of the Plan shall be calculated with an additional three years of service credit.

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EX-10.3

Exhibit 10.3

SAN JOSE WATER COMPANY

CASH BALANCE

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

(Effective July 23, 2008)

(Amended and Restated July 29, 2009)

TABLE OF CONTENTS

			Page
I.	DEFINITIONS		1
	1.1	Account	1
	1.2	Accrued Benefit	1
	1.3	Beneficiary	1
	1.4	Benefit Payment Date	1
	1.5	Board of Directors	1
	1.6	Change in Control	1
	1.7	Code	1
	1.8	Committee	2
	1.9	Company	2
	1.10	Compensation	2
	1.11	Compensation Credits	2
	1.12	Credited Service	2
	1.13	Death Benefit	2
	1.14	Eligible Employee	2
	1.15	Employee	2
	1.16	Employer Group	2
	1.17	Executive Severance Plan	3
	1.18	ERISA	3
	1.19	Interest Credit	3
	1.20	Participant	3
	1.21	Plan	3
	1.22	Plan Quarter	3
	1.23	Plan Year	3
	1.24	Retirement Benefit	3
	1.25	Retirement Plan	3
	1.26	Separation from Service	4
	1.27	SJW Corp	4
	1.28	Year of Service	4
	1.29	Years of Service	4
II.	PARTICIPATION		4
III.	RETIREMENT BENEFIT		5
	3.1	Retirement Benefit Formula	5
	3.2	Credits to Accounts	5
	3.3	Time and Form of Payment	7
	3.4	Beneficiary Designation	7
	3.5	Death Benefit	7
IV.	VESTING		7
	4.1	Normal Vesting	7
	4.2	Change in Control Severance Vesting	8

i

V.	FUNDING NATURE OF THE PLAN		8
VI.	ADMINISTRATION OF THE PLAN		8
	6.1	Committee Administration	8
	6.2	Delegation by the Committee	9
	6.3	Compensation of the Committee	9
VII.	AMENDMENTS AND TERMINATION		9
	7.1	Reservation of Power	9
	7.2	Notice	9
	7.3	Affect of Amendment or Termination	10
VIII.	MISCELLANEOUS		10
	8.1	Headings	10
	8.2	Choice of Law	10
	8.3	No Right to Employment	10
	8.4	Satisfaction of Claims	10
	8.5	Top Hat Status	10
	8.6	Alienation of Benefits	10
	8.7	Incapacity	10
	8.8	Timing of Determinations	11

ii

THE SAN JOSE WATER COMPANY

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

On July 23, 2008, the Board of Directors of the San Jose Water Company (the “Company”) adopted the San Jose Water Company Cash Balance Supplemental Executive Retirement Plan (the “Plan”). The Plan is designed to supplement the retirement income of a designated select group of management and/or highly compensated executives of the Company and is therefore intended to function solely as a so-called “top hat” plan of deferred compensation subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which are applicable to such a plan. In addition, the Plan is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations issued thereunder.

I. DEFINITIONS

Wherever used herein the following terms have the meanings indicated:

1.1 Account. The term “Account” means the account maintained with respect to a Participant, which is established and maintained hereunder for bookkeeping purposes only and shall not be construed as creating for any Employee a right to specific assets of the Plan.

1.2 Accrued Benefit. The term “Accrued Benefit” means, at any time, the value of a Participant’s Account, as computed in accordance with Section 3.1.

1.3 Beneficiary. The term “Beneficiary” means the person or persons entitled, pursuant to Section 3.4, to receive the Participant’s Retirement Benefit following his or her death; provided, however, that in the case of a married Participant, the Participant’s spouse shall be deemed to be the Participant’s Beneficiary, unless such spouse otherwise consents, in a form and manner designated by the Committee, to the designation of an alternate Beneficiary.

1.4 Benefit Payment Date. The term “Benefit Payment Date” means the date on which the payment of a Participant’s Retirement Benefit is to be paid pursuant to Section 3.3.

1.5 Board of Directors. The term “Board of Directors” means the Board of Directors of San Jose Water Company.

1.6 Change in Control. The term “Change in Control” means a transaction involving a change in ownership or control of SJW Corp. which constitutes a Change in Control, as such term is defined at the relevant time in the Executive Severance Plan (or any successor plan) or, if the Executive Severance Plan ceases to exist and is not succeeded by another similar plan, as it was last defined in the Executive Severance Plan.

1.7 Code. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.8 Committee. The term “Committee” means the Executive Compensation Committee of the SJW Corp. Board of Directors which shall administer the Plan in accordance with the provisions of Article VI hereof.

1.9 Company. The term “Company” means San Jose Water Company and any successor to all or a major portion of the assets or business of the San Jose Water Company.

1.10 Compensation. The term “Compensation” means the salary earned by a Participant during a Plan Quarter or other relevant period under the Plan, whether or not actually paid in that Plan Quarter or period, plus any annual cash performance bonus that is paid to such Participant during such Plan Quarter or other relevant period plus any portion of such bonus that would have been paid in such Plan Quarter or period in the absence of the Participant’s deferral election or other deferred payment provision applicable to such compensation. Any deferred cash performance bonus taken into account as Compensation for the Plan Quarter or other relevant period in which such bonus would have been paid in the absence of a deferral provision or election shall not again be taken into account as Compensation in the Plan Quarter or other relevant period in which that deferred bonus is actually paid. No other bonus or special compensation will be included, except to the extent expressly provided otherwise, in accordance with the applicable provisions of Code Section 409A, by the Committee administering this Plan.

1.11 Compensation Credits. The term “Compensation Credits” means the dollar credits, if any, credited to a Participant’s Account in accordance with Section 3.2 below.

1.12 Credited Service. The term “Credited Service” has the meaning set forth in the Retirement Plan.

1.13 Death Benefit. The term “Death Benefit” has the meaning set forth in Section 3.5 of the Plan.

1.14 Eligible Employee. The term “Eligible Employee” means any officer of the Company or any other Employee who:

(a) first commences status as an Employee on or after March 31, 2008.

(b) is part of a select group of management or an otherwise highly compensated employee, as determined by the Committee in accordance with applicable ERISA standards, and

(c) is not, and never has been, a participant in the San Jose Water Company Supplemental Executive Retirement Plan.

1.15 Employee. The term “Employee” means an individual for so long as he or she is in the employ of at least one member of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

1.16 Employer Group. The term “Employer Group” means:

(a) the Company and

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(b) each of the other members of the controlled group that includes the Company, as determined in accordance with Sections 414(b) and (c) of the Code; provided, however, that in applying Sections 1563(1), (2) and (3) of the Code, for purposes of determining the controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such sections, and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations.

1.17 Executive Severance Plan. The term “Executive Severance Plan” means SJW Corp. Executive Severance Plan, as amended from time to time.

1.18 ERISA. The term “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.19 Interest Credit. The term “Interest Credit” means the dollar credit, if any, credited to a Participant’s Account in accordance with Section 3.2(b) below.

1.20 Participant. The term “Participant” means an Eligible Employee selected by the Committee to participate in the Plan; provided, however, that such individual shall not commence actual participation in the Plan or otherwise accrue benefits under the Plan until the date determined under Article II.

1.21 Plan. The term “Plan” means the San Jose Water Company Cash Balance Executive Supplemental Retirement Plan, as set forth in this document and in any amendments from time to time made hereto.

1.22 Plan Quarter. The term “Plan Quarter” means the period commencing initially on July 23, 2008, and ending September 30, 2008, and thereafter, the period commencing on the first day of each calendar quarter and ending on the day immediately preceding the first day of the next calendar quarter.

1.23 Plan Year. The term “Plan Year” means the period commencing initially on July 23, 2008, and ending December 31, 2008, and thereafter, the period commencing on January 1 of each year and ending on the December 31 following.

1.24 Retirement Benefit. The term “Retirement Benefit” means the retirement benefit payable under this Plan, calculated in accordance with Article III.

1.25 Retirement Plan. The term “Retirement Plan” means the San Jose Water Company Retirement Plan, a tax-qualified defined benefit pension plan under Code Section 401(a) which was adopted November 1, 1950, as such plan may be amended and restated from time to time.

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1.26 Separation from Service. The term “Separation from Service” means the Participant’s cessation of Employee status by reason of his or her death, retirement or termination of employment. The Participant shall be deemed to have terminated employment for such purpose at such time as the level of his or her bona fide services to be performed as an Employee (or non-employee consultant) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services he or she rendered as an Employee during the immediately preceding thirty-six (36) months (or such shorter period for which he or she may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Code Section 409A. In addition to the foregoing, a Separation from Service will not be deemed to have occurred while an Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or any longer period for which such Employee is provided with a right to reemployment with one or more members of the Employer Group either by statute or by contract; provided, however, that in the event of an Employee’s leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months and that causes such individual to be unable to perform his or her duties as an Employee, no Separation from Service shall be deemed to occur during the first twenty-nine (29) months of such leave. If the period of leave exceeds six (6) months (or twenty-nine (29) months in the event of disability as indicated above) and the Employee is not provided a right to reemployment either by statute or by contract, then such Employee will be deemed to have a Separation from Service on the first day immediately following the expiration of such six (6)-month or twenty-nine (29)-month period.

1.27 SJW Corp. The term “SJW Corp.” means SJW Corp., a California corporation which is the corporate parent of the Company, or any successor to all or a major portion of the assets or business of the SJW Corp.

1.28 Year of Service. The term “Year of Service” has the meaning set forth in the San Jose Water Company Retirement Plan.

1.29 Years of Service. The term “Years of Service” means more than one Year of Service.

II. PARTICIPATION

Each Eligible Employee selected by the Committee for participation in the Plan shall be promptly notified by the Company in writing of such selection and shall become a Participant in the Plan on the first day of the first Plan Quarter coincident with or next following the date of his or her selection for participation by the Committee or such later date as the Committee shall specify, as set forth in the notification from the Company.

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III. RETIREMENT BENEFIT

3.1 Retirement Benefit Formula.

(a) Subject to Section 3.1(b) below, the value of the Retirement Benefit payable to a vested Participant under this Plan shall be equal to the excess of:

(i) the amount of the balance of the Participant’s Account under this Plan on the last day of the Plan Quarter coincident with or immediately preceding the Participant’s Benefit Payment Date, based upon the sum of the Compensation Credits and Interest Credits that have been made in accordance with the provisions of Section 3.2(a) and Section 3.2(b) below, over

(ii) the amount by which (A) exceeds (B), where:

(A) is the greater of the balance credited to the Participant’s account under the Retirement Plan on:

(I) the last day of the Plan Quarter coincident with or immediately preceding the Participant’s Benefit Payment Date under this Plan, based upon the sum of the compensation credits and interest credits that have been made to such account through the last day of such Plan Quarter in accordance with the applicable provisions of such Retirement Plan, and

(II) the last day of the Plan Quarter that immediately precedes the Plan Quarter described in Section 3.1(a)(ii)(A)(I) above, based upon the sum of the compensation credits and interest credits that have been made to such account through the last day of such Plan Quarter in accordance with the applicable provisions of such Retirement Plan.

(B) is the balance credited to the Participant’s account under the Retirement Plan on the first day of the Plan Quarter coincident with or next following the date that the Participant first becomes eligible for this Plan.

(b) Notwithstanding Section 3.1(a) above, if a Participant in this Plan ceases to be eligible for any reason and later becomes eligible once again, the balance credited to the Participant’s account under the Retirement Plan during such period of ineligibility, as determined by the Committee, in its sole and absolute discretion, shall be disregarded in determining the amount of the offset described in Section 3.1(a)(ii) above.

3.2 Credits to Accounts. For each Plan Quarter that the Participant remains an Eligible Employee who is participating in this Plan, such Participant’s Account shall be eligible to receive one or more of the following credits:

(a) Compensation Credits. Compensation Credits shall be made to each Participant’s Account in an amount determined under the following chart on the basis of:

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(i) the Participant’s Compensation taken into account, in accordance with Section 1.10 above, for the period beginning with the start of the Plan Quarter and ending with the earliest of:

(A) the last day of the Plan Quarter,

(B) the first day of the calendar month that is coincident with or precedes the Participant’s Separation from Service,

(C) the first day of the calendar month that is coincident with or precedes the date on which a Participant ceases to qualify as an Eligible Employee; and

(ii) the number of years of Credited Service completed as of the earliest of:

(A) the last day of the Plan Quarter,

(B) the first day of the calendar month that is coincident with or precedes the Participant’s Separation from Service, and

(C) the first day of the calendar month that is coincident with or precedes the date on which a Participant ceases to qualify as an Eligible Employee:

Years of Credited Service	Percent of Compensation
Less than 5	10%
5 but less than 10	11%
10 but less than 15	12%
15 but less than 20	14%
20 or more	16%

(b) Interest Credits. An Interest Credit shall be made to each Participant’s Account in an amount determined by multiplying:

(i) the balance of the Participant’s Account as of the earlier of

(A) the last day of the Plan Quarter, and

(B) first day of the first calendar month on which all events have occurred that entitle a Participant, or Beneficiary, as the case may be, to a benefit pursuant to the terms of this Plan, by

(ii) the lesser of:

(A) one and one half percent (1.5%), and

(B) the greater of:

(I) three-fourths of one percent (.75%), or

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(II) one quarter of the annual yield on 30-year Treasury bonds, determined as of the month of October preceding the first day of the Plan Year.

3.3 Time and Form of Payment. A vested Participant’s Retirement Benefit shall be paid in a single lump sum amount and the Benefit Payment Date associated with such Participant’s Retirement Benefit shall be the first day of the seventh calendar month following the Participant’s Separation from Service.

3.4 Beneficiary Designation. The Beneficiary designation of a Participant shall be made on a form prepared by, and delivered to, the Committee prior to the Benefit Payment Date. The Participant may revoke or change the designation at any time prior to the applicable Benefit Payment Date by delivering a subsequent form to the Committee.

3.5 Death Benefit. If a Participant dies after his or her Retirement Benefit has vested but before the Benefit Payment Date, then such Participant’s Beneficiary shall be entitled to a Death Benefit that is:

(a) payable on the first day of the month coinciding with or next following the Participant’s death, or as soon thereafter as administratively practicable, but in no event after the later of:

(i) the close of the calendar year in which the Participant’s death occurs, or

(ii) the fifteenth day of the third calendar month following the date of the Participant’s death, and

(b) paid in a single lump sum amount, equal to the Retirement Benefit the Participant would have received under the Plan had his or her Separation from Service occurred on the day before the Participant’s death.

IV. VESTING

4.1 Normal Vesting. A Participant shall vest in his or her Accrued Benefit upon completion of Years of Service as follows:

Years of Service	Vested Percentage
Less than 10	None
10 or More	100%

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4.2 Change in Control Severance Vesting. Notwithstanding Section 4.1 above, a Participant’s Accrued Benefit shall immediately become 100% vested if such Participant becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination of his or her Employee status thereunder.

V. FUNDING NATURE OF THE PLAN

The funds used for payment of benefits under this Plan and of the expenses incurred in the administration thereof shall, until such actual payment, continue to be a part of the general funds of the Company, and no person other than the Company shall, by virtue of this Plan, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. The foregoing notwithstanding, the Company may fund the Plan with Board approval at any time, and the Company shall in the event of a Change in Control arrange for the funding, immediately before the effective date of that Change in Control, of all the Accrued Benefits under the Plan through a trust which satisfies the requirements of Revenue Procedure 92-64 and/or such other statutory or regulatory requirements as are necessary to assure that Participants are not subject to Federal income taxation on either their Accrued Benefits or amounts contributed to such trust before their receipt of such benefits or assets.

VI. ADMINISTRATION OF THE PLAN

6.1 Committee Administration.

(a) The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan. The Committee’s powers and duties shall include, but shall not be limited to, the following:

(i) selecting the Eligible Employees who are to participate in the Plan,

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(ii) compiling and maintaining all records necessary in connection with the Plan;

(iii) determining the amount (if any) of the benefits payable under the Plan to a Participant or his or her Beneficiary and authorizing the payment of all benefits under the Plan as they become due and payable under the Plan;

(iv) reducing or otherwise adjusting amounts payable under the Plan if payments are made in error; and

(v) engaging such legal accounting and other professional services as it may deem proper.

(b) Decisions by the Committee shall be final and binding upon all parties.

6.2 Delegation by the Committee. The Committee, from time to time, may allocate to one or more of its members (or to any other person or persons or organizations) any of its rights, powers, and duties with respect to the operation and administration of the Plan. Any such allocation shall be reviewed from time to time by the Committee and shall be terminable upon such notice as the Committee, in its sole discretion, deems reasonable and prudent under the circumstances.

6.3 Compensation of the Committee. The members of the Committee shall serve without compensation, but all benefits payable under the Plan and all expenses properly incurred in the administration of the Plan, including all expenses properly incurred by the Committee in exercising its duties under the Plan, shall be borne by the Company.

VII. AMENDMENTS AND TERMINATION

7.1 Reservation of Power. The Board of Directors reserves the power at any time to terminate this Plan and to otherwise amend any portion of the Plan other than this Article VII; provided, however, that no such action shall:

(a) reduce any Accrued Benefit (or any benefit hereunder based thereon) as of the date of such action or

(b) adversely affect a Participant’s right to continue to vest in such Accrued Benefit in accordance with the terms of the Plan in effect immediately prior to such action.

7.2 Notice. Notice of termination or amendment of the Plan, pursuant to Section 7.1, shall be given in writing to each Participant and Beneficiary of a deceased Participant.

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7.3 Affect of Amendment or Termination. No amendment or termination of the Plan shall affect or modify the Benefit Payment Date provisions or form of payment provisions in effect under Article III immediately prior to such amendment or termination, and such amendment or termination shall not result in any accelerated payment of the Retirement Benefits accrued under the Plan.

VIII. MISCELLANEOUS

8.1 Headings. The headings and subheadings of this instrument are inserted for convenience of reference only and are not to be considered in the construction of this Plan. Wherever appropriate, words used in the singular may include the plural, plural may be read as the singular and the masculine may include the feminine.

8.2 Choice of Law. The instrument creating the Plan shall be construed, administered, and governed in all respects in accordance with the laws of the State of California to the extent not preempted by ERISA. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue to be fully effective.

8.3 No Right to Employment. Participation in this Plan shall not give to any employee the right to be retained in the employ of the Company nor any right or interest in this Plan other than is herein specifically provided.

8.4 Satisfaction of Claims. Any payment to a Participant or Beneficiary or the legal representative of either, in accordance with the terms of this Plan shall to the extent thereof be in full satisfaction of all claims such person may have against the Company hereunder, which may require such payee, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Company.

8.5 Top Hat Status. This Plan is intended to qualify for exemption from Articles II, III, and IV of ERISA, as amended, as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of such Act, and shall be so interpreted.

8.6 Alienation of Benefits. Benefits under this Plan shall not be alienated, hypothecated or otherwise encumbered, and to the maximum extent permitted by law such benefits shall not in any way be subject to claim of creditors or liable to attachment, execution or other process of law.

8.7 Incapacity. If an individual entitled to receive a Retirement Benefit is determined by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they shall be paid to the duly appointed and acting guardian, if any, and if no such guardian is appointed and acting, to such person as the Committee may designate. Such payment shall, to the extent made, be deemed a complete discharge for such payments under this Plan.

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8.8 Timing of Determinations. If the Committee is unable due to unforeseen circumstances to make the determinations required under this Plan in sufficient time for payments to be made when due, the Committee shall make the payments immediately upon the completion of such determinations, with interest at a reasonable rate from the due date, and may, at its option, make provisional payments, subject to adjustment, pending such determination.

IN WITNESS WHEREOF, San Jose Water Company has caused its authorized officers to execute this instrument in its name and on its behalf.

	SAN JOSE WATER COMPANY
July 29, 2009	By:	/s/ W. Richard Roth
		W. Richard Roth, President and
		Chief Executive Officer

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, W. Richard Roth, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2009	/s/ W. RICHARD ROTH
	W. Richard Roth
	President and Chief Executive Officer
	(Principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, David A. Green, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2009	/s/ DAVID A. GREEN
	David A. Green
	Chief Financial Officer and Treasurer
	(Principal financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Richard Roth, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge on the date hereof:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. RICHARD ROTH

W. Richard Roth

President and Chief Executive Officer

(Principal executive officer)

November 6, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SJW Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Green, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge on the date hereof:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID A. GREEN

David A. Green

Chief Financial Officer and Treasurer

(Principal financial officer)

November 6, 2009