Exhibit 10.2
FIRST AMENDMENT
TO THE
PINNACLE WEST CAPITAL CORPORATION
2007 LONG-TERM INCENTIVE PLAN
Pinnacle West Capital Corporation (the “Company”) hereby amends the Pinnacle West Capital
Corporation 2007 Long-Term Incentive Plan (the “Plan”), pursuant to Section 14.1 of the Plan, as
follows:
1. Section 8.1 (b) of the Plan is hereby amended in its entirety to read as set forth below:
(b) Other Terms. All SAR grants will be evidenced by an Award
Agreement. The terms, methods of exercise, methods of settlement, and any other
terms and conditions of any SAR will be determined by the Committee at the time of
the grant of the Award and as set forth in the Award Agreement; provided that the
form of consideration payable in settlement of a SAR shall be Stock or cash as
specified in the Award Agreement; and provided, further, that the term of any SAR
granted under the Plan shall not exceed ten years.
2. Section 12.2 of the Plan is hereby amended in its entirety to read as set forth below:
12.2 TERM OF AWARD. The term of each Award shall be for the period
determined by the Committee, provided that in no event shall the term of any Option
or Stock Appreciation Right exceed a period of ten years from the date of its grant.
3. This First Amendment shall be effective as of the Effective Date of the Plan, as determined
in accordance with Section 2.1 of the Plan.
4. This First Amendment amends only the provisions of the Plan noted above.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly
authorized representative on this day of April, 2007.
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PINNACLE WEST CAPITAL CORPORATION
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