Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 9, 2008, the Executive Compensation Committee (the "Committee") of the Board of Directors of SJW Corp. (the "Company") approved an amended and restated Employment Agreement with W. Richard Roth, the President and Chief Executive Officer of the Company. The principal changes effected by the restated Employment Agreement may be summarized as follows:

(i) The various compensation provisions in effect for Mr. Roth prior to the restatement have been restructured so as to comply with the applicable requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations issued thereunder.

(ii) The severance benefit formula no longer contains a bonus multiple or a pro-rated bonus for the year of termination. Instead, the severance formula is now stated solely in terms of a multiple of annual base salary that has been increased from 3 to 3.9.

In connection with the approval of the restated Employment Agreement, the Committee also approved an increase in Mr. Roth's annual base salary from $455,000 to $475,000 effective January 1, 2009.

The Committee also approved an amendment to the Company's Executive Severance Plan on December 9, 2008. Pursuant to such amendment, the severance benefit formula in effect for Mr. Roth under such plan no longer contains a bonus multiple. Instead, his severance formula is now stated solely in terms of a multiple of annual base salary that has been increased from 3 to 3.75. The Executive Severance Plan as amended is subject to the approval of the Board of Directors of the Company.