X0202 4 2008-04-30 0 0000766829 SJW CORP SJW 0001245289 ROTH W RICHARD 374 W. SANTA CLARA STREET SAN JOSE CA 95113 1 1 0 0 President & CEO Common Stock 2008-04-30 4 A 0 7000 0.00 A 155845 D Common Stock 18300 I By Separate Property Trust Represents 7,000 performance-based restricted stock units granted to the reporting person on January 30, 2008 under the Issuer's amended and restated Long-Term Incentive Plan (the "Plan"). Such award was subject to shareholder approval of the Plan, which was obtained on April 30, 2008. Each unit will entitle the reporting person to receive one share of the Issuer's Common Stock when that unit vests. If the performance objective tied to the Issuer's total shareholder return measured over the three-year period beginning January 1, 2008 is attained and the reporting person continues in the Issuer's employ through the end of that period, the 7,000 underlying shares of Common Stock will be issued to the reporting person in January 2011. Such units will automatically convert into service-vesting units upon certain changes in control prior to the completion of the performance period. The performance or service vesting requirements may not be applicable, and the restricted stock units may vest without the satisfaction of those performance and/or service vesting requirements under certain prescribed circumstances. This grant does not include dividend equivalent rights. Includes 14,549 shares of Common Stock, 46,667 shares underlying restricted stock units and 94,629 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed and actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer). /s/ Suzy Papazian Attorney-in-Fact for W. Richard Roth 2008-04-30