Exhibit 10.2.6a






Exhibit 10.2.6a




FIRST AMENDMENT




TO THE




DEFERRED COMPENSATION PLAN OF 2005 FOR EMPLOYEES OF




PINNACLE WEST CAPITAL CORPORATION AND AFFILIATES




Effective as of January 1, 2005, Pinnacle West Capital Corporation (the “Company”) adopted the
Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and
Affiliates (the “Plan”). By this instrument, the Company now desires to amend the Plan as
described below. Defined terms used herein shall have the meanings specified in the Plan.




1.
This First Amendment shall be effective as of January 1, 2009.



2. This First Amendment amends only the provisions of the Plan noted below. Those provisions
not expressly amended shall be considered in full force and effect. This First Amendment also
supersedes the other provisions of the Plan to the extent those provisions are inconsistent with
the provisions and intent of this First Amendment.



3. Section 1.1 (“Account Balance”) of the Plan is amended and restated in its entirety to read
as follows:




1.1 “Account Balance” shall mean the sum of (i) the Deferral Amount
and (ii) interest credited in accordance with all the applicable
interest crediting provisions of the Plan, reduced by all Short-Term
Payouts and other distributions, if any. The term “Account Balance”
does not include any Discretionary Credits allocated to the
Participant in accordance with Section 3.9. This account shall be a
bookkeeping entry only and shall be utilized solely as a device for
the measurement and determination of the amounts to be paid to the
Participant pursuant to this Plan.



4. Section 1.7 (“Bonus Rate”) of the Plan is amended and restated in its entirety to read as
follows:




1.7 “Supplemental Rate” for a Plan Year shall mean an interest rate determined for
each Plan Year by the Committee, in its sole discretion, which rate shall be
determined on or before the first business day of the month that precedes the
beginning of the Plan Year for which the rate applies.




All references to “Bonus Rate” in the Plan are changed to refer to “Supplemental Rate.”


 


 









 





5. Section 1.13 (“Crediting Rate”) of the Plan is amended and restated in its entirety to read
as follows:




1.13 “Base Rate” for a Plan Year shall mean a rate of interest equal
to the yield on ten-year U.S. Treasury Notes as published on the
last business day of the first week of October preceding the Plan
Year.



All references to “Crediting Rate” in the Plan are changed to refer to “Base Rate.”



6. Section 1.25 (“Preferred Rate”) of the Plan is amended and restated in its entirety to read
as follows:




1.25 “Plan Rate” for a Plan Year shall mean the Base Rate plus the Supplemental Rate
for such Plan Year.



All references to “Preferred Rate” in the Plan are changed to refer to “Plan Rate.”




7. Section 1.31 (“Termination Benefit”) of the Plan is amended and restated in its entirety to
read as follows:




1.31 “Termination Benefit” shall mean the Participant’s Account
Balance payable in accordance with the provisions of Article 5.



8. Section 1.34 (“Years of Plan Participation”) of the Plan is amended by changing the third
sentence thereof to read as follows:




For purposes of a Participant’s final Plan Year of participation
only, a Participant shall be awarded a Year of Plan Participation
if, and only if, he or she has been credited with 1,000 hours of
service (determined in accordance with the rules set forth in
Section 1.35, below) in such Plan Year.



9. Section 1.35 (“Years of Service”) is amended by changing the portion of the second sentence
that precedes the first comma to read as follows:




“For purposes of this Section 1.35 and Section 1.34 only . . . .”


 


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10. Article 1 (Definitions) of the Plan is amended by the addition of the following
new Sections 1.36 and 1.37 to read as follows:




1.36 “Discretionary Credit Account” shall mean the account
maintained to record any Discretionary Credits allocated to a
Participant in accordance with Section 3.9 and any interest on the
Discretionary Credits.




1.37 “Discretionary Credits” shall mean the amounts, if any,
allocated to a Participant pursuant to Section 3.9.



11. Article 3 (Deferral Commitments/Interest Crediting) of the Plan is amended by the
addition of the following new Section 3.9 to read as follows:




3.9 Discretionary Credits. With the approval of the Human
Resources Committee of the Company’s Board of Directors, an Employer
may award Discretionary Credits to a Participant at any time during
a Plan Year in such amounts and subject to such terms and conditions
(including, but not limited to, vesting provisions, interest
crediting provisions, and distribution provisions) as the Employer
deems appropriate. The Human Resources Committee may delegate its
power to approve the award of Discretionary Credits to the Company’s
Chief Executive Officer, subject to such restrictions or limitations
as the Human Resources Committee deems to be appropriate or as may
be required by applicable law. The award of the Discretionary
Credits must be in writing, signed by the Company’s Chief Executive
Officer (unless the Discretionary Credits are awarded to the
Company’s Chief Executive Officer, in which case the award must be
signed by the Company’s General Counsel), and delivered to the
Participant.



12. Section 5.1(b) (Payment of Termination Benefit — Automatic Distribution of
Termination Benefits) of the Plan is amended and restated in its entirety to read as follows:




(b) Automatic Distribution of Termination Benefits.
Notwithstanding any provision of this Section 5.1 to the contrary,
if, upon a Participant’s Separation from Service, his or her Account
Balance, as determined pursuant to Section 5.1, and the
Participant’s Discretionary Credit Account, if any, when added to
his or her Retirement Account Balance Benefit under the Pinnacle
West Capital Corporation Supplemental Excess Benefit Retirement Plan
of 2005, does not exceed the amount specified in Code Section 402(g)
for the calendar year in which such Separation from Service occurs,
the Participant’s Termination Benefit shall be distributed in a lump
sum within thirty (30) days following his or her Separation from
Service. Notwithstanding the foregoing, payment of the Termination
Benefit shall not be made prior to the date which is six (6) months
after the date of a Participant’s Separation from Service in the
case of a Participant who is determined to be a Specified Employee.


 


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13. Article 5 (Payment of Benefits) of the Plan is amended by the addition of the
following new Section 5.3 to read as follows:




5.3 Payment of Discretionary Credits. Payment of a
Participant’s Discretionary Credit Account shall be at the time and
in the manner provided in the written award of the Discretionary
Credits. If the written award does not specify the time and manner
of payment of the Discretionary Credit Account, the Discretionary
Credit Account will be paid in a lump sum within thirty (30) days
after the Participant’s Separation from Service. Payment of the
Discretionary Credit Account shall not be made or commence prior to
the date which is six (6) months after the date of a Participant’s
Separation from Service in the case of a Participant who is
determined to be a Specified Employee. Unless the written award
provides otherwise, if a Participant dies prior to his or her
Separation from Service, the Discretionary Credit Account will be
paid in a lump sum at the time specified in Section 5.2(a) of the
Plan.



14. Section 9.1 (Termination) of the Plan is amended and restated in its entirety to
read as follows:




9.1 Termination. Subject to the requirements of Section
409A of the Code, each Employer reserves the right to terminate the
Plan at any time with respect to Participants whose services are
retained by that Employer. Upon the termination of the Plan in
accordance with the requirements of Section 409A of the Code, a
Participant’s Account Balance and Discretionary Credit Account, if
any, shall be paid out in accordance with the regulations issued
under Section 409A of the Code. The termination of the Plan shall
not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the
date of termination.



IN WITNESS WHEREOF, Pinnacle West Capital Corporation has caused this First Amendment to be
executed as of this 22 day of December 2009.



	 	 	 	 	 
	 	PINNACLE WEST CAPITAL CORPORATION

 	 
	 	By:  	/s/
Donald E. Brandt	 
	 	 	Its: 	Chairman
of the Board, President & CEO PNW	 
	 	 	 	 
	 




 


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