Exhibit 10.2a

Under the 2004 CEO Variable Incentive Plan, the Human Resources Committee of the
Pinnacle West Board of Directors, annually establishes the participation level
and establishes certain financial and operational goals. However, the
calculation and the amount of payment, if any, under this Plan are in the sole
discretion of the Human Resources Committee. Accordingly, achievement of
financial and operational goals is just one method that may be utilized to
measure performance.