Exhibit 10.4
AMENDMENT NO. 4
TO
PINNACLE WEST CAPITAL CORPORATION
ARIZONA PUBLIC SERVICE COMPANY
SUNCOR DEVELOPMENT COMPANY
AND
EL DORADO INVESTMENT COMPANY
DEFERRED COMPENSATION PLAN
Pinnacle West Capital Corporation, pursuant to the power granted
to it by Section 11.2 of the above-named plan (the "Plan"), hereby amends the
Plan, effective as of May 17, 1995, by making the following deletions and
additions:
1. Section 1.28 is deleted in its entirety and the following new Section
1.28 is added:
"'Retirement' and 'Retires' shall mean, with respect to an employee,
severance from employment with all Employers for any reason other than a
leave of absence, death or Disability on or after the earlier of the
attainment of: (a) age sixty-five (65) with five (5) years of service or
(b) age fifty-five (55) with ten (10) years of Service; and shall mean,
with respect to a Director who is not an employee, severance of his or
her directorship(s) with all Employers on or after the earlier of the
attainment of: (x) age sixty-five (65) with five (5) years of service or
(y) age fifty-five (55) with ten (10) years of board service. If a
Participant is both an employee and a Director, Retirement shall not
occur until he or she Retires as both an employee and a Director;
provided, however, that such a Participant may elect, in accordance with
the policies and procedures established by the Committee, to Retire for
purposes of this Plan at the time he or she Retires as an employee of
all Employers."
2. Section 3.6(a) deleted in its entirety and a new Section 3.6(a) is added
to read as follows:
"3.6 Installment Distributions. In the event a benefit is paid in
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installments under Articles 5, 6, 7 or 8, installment payment
amount shall be determined in the following manner:
(a) Interest Rate. The interest rate to be used to calculate
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installment payment amounts shall be a fixed interest rate that
is determined by averaging the Preferred Rates for the Plan Year
in which a Participant becomes eligible to receive a benefit and
the four (4) preceding Plan Years. If a Participant has completed
fewer than five (5) Plan Years, this average shall be determined
using the Crediting Rates for the Plan Years during which the
Participant participated in the Plan. Despite the foregoing, if
the Terminated Participant elects installment distributions at
age 55, the applicable interest rate(s) to be used from the
termination date until age 55 shall be determined in accordance
with the table set forth in Section 7.1, by using the Crediting
Rate(s) or Preferred Rates, as the case may be."
3. Section 7.1 is deleted in its entirety and the following new section 7.1
is added:
"7.1 Termination Benefits. If the Participant experiences a
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Termination of Employment prior to his or her Retirement, death
or disability, the Participant shall receive a Termination
Benefit, which shall be equal to the Participant's Account
Balance as of the date of his or her Termination of Employment,
with interest credited in the manner provided in Section 3.5
above, but using the applicable interest rate set forth in the
following schedule:
Completion of Years of Plan Participation
Prior to Termination of Employment Applicable Rate
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Less than five years Crediting Rate
Five or more years Preferred Rate"
4. Section 7.2 is deleted in its entirety and the following new Section 7.2
is added:
Payment of Termination Benefit.
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(a) Lump Sum or Installments. A Participant, in connection with
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his or her commencement of participation in the Plan, shall
elect on an Election Form to receive the Termination Benefit
in a lump sum or in equal annual payments (the latter
determined in accordance with Section 3.6 above) over a period
of 5, 10 or 15 years. If a Participant elects a lump sum
payment, he or she shall specify whether the lump sum will be
paid within 60 days of (i) his or her Termination of
Employment or (ii) age 55. If the Participant elects
installment payments, they will begin within 60 days of the
Participant's 55th birthday. The Participant may change his or
her election to an allowable alternative pay out period by
submitting a new Election Form to the Committee, provided that
any such Election Form is submitted at least 3 years prior to
the Participant's Termination of Employment and is accepted by
the Committee in its sole discretion. Notwithstanding the
foregoing, upon adoption of this Section, each Participant in
the Plan shall be given an opportunity to make an election
with respect to his or her Termination Benefit, and such
election, if accepted by the Committee, shall be treated, for
purposes of this Section, as the initial election for the
payment of the Termination Benefit. Failure to make an
election will result in the Termination Benefit paid in a lump
sum at the time of your termination of employment.
(b) Commencement of Payments. Payment(s) of the Termination
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Benefit shall commence within 60 days of the date elected by
the Participant in accordance with Section 7.2(a) above."
5. The following new Section 7.3 is added:
"7.3 Death Prior to Pay Out
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(a) Death Prior to Commencement of Payments. If a Participant
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dies prior to the payout date that he or she elected for
his Termination Benefit, his or her Termination Benefit
shall be paid in a lump sum within 60 days of the date that
the Committee receives proof of the Participant's death.
(b) Death After Commencement. If a Participant dies after the
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commencement of the payment of his or her Termination
Benefit, but before the Termination Benefit is paid in
full, the Participant's unpaid Termination Benefit payments
shall continue and shall be paid to the Participant's
Beneficiary over the remaining number of years and in the
same amounts as that benefit would have been paid to the
Participant had the Participant survived."
6. Except as specifically provided in this Amendment, the remaining
provisions of the Plan, as previously amended, shall remain in full
force and effect.
Pinnacle West Capital Corporation has caused this Amendment to
be signed by its duly authorized officer as of the date first written above.
Pinnacle West Capital Corporation
By: Faye Widenmann
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Its: Committe Member
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