PERFORMANCE SHARE AGREEMENT UNDER THE PINNACLE WEST CAPITAL CORPORATION 2002 LONG-TERM INCENTIVE PLAN

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                                                                 EXHIBIT 10.91bd


                           PERFORMANCE SHARE AGREEMENT
                                    UNDER THE
                     PINNACLE WEST CAPITAL CORPORATION 2002
                             LONG-TERM INCENTIVE PLAN

     THIS AWARD AGREEMENT is made and entered into as of ___________, 200__ (the
"Date of Grant"), by and between Pinnacle West Capital Corporation (the
"Company"), and <<Name>> ("Employee").

                                    BACKGROUND

     A.    The Board of Directors of the Company (the "Board of Directors") has
          adopted, and the Company's shareholders have approved, the Pinnacle
          West Capital Corporation 2002 Long-Term Incentive Plan (the "Plan"),
          pursuant to which performance share incentive awards may be granted to
          employees of the Company and its subsidiaries and certain other
          individuals.

     B.    The Company desires to grant to Employee a performance share award
          under the terms of the Plan.

     C.    Pursuant to the Plan, the Company and Employee agree as follows:

                                    AGREEMENT

          1.    GRANT OF AWARD. Pursuant to action of the Committee (as defined
                herein) which was taken on the Date of Grant, the Company grants
               to Employee <<Shares>> performance shares ("Performance Shares"),
               subject to the terms, conditions, and adjustments set forth in
               this Award Agreement. The Performance Shares granted under this
               Section 1 are referred to in this Award Agreement as the "Base
               Grant."

          2.    AWARD SUBJECT TO PLAN. This award is granted under and is
               expressly subject to, all of the terms and provisions of the
               Plan, which terms are incorporated herein by reference, and this
               Award Agreement. The Committee described in Section 4 of the Plan
               (the "Committee") has been appointed by the Board of Directors,
               and designated by it, as the Committee to make awards.

          3.    PERFORMANCE PERIOD. The performance period for this award begins
               _________ __, 20___, and ends _____________ __, 20___ (the
               "Performance Period").

          4.    PAYMENT.

               (a)   PERFORMANCE SHARES PAYABLE IN COMMON STOCK. Subject to early
                    termination of this Award Agreement pursuant to Section 7
                    below, as soon as practicable following the end of the
                    Performance Period and the determination of the Company's
                    Earnings Per Share Growth Rate (as defined herein) as
                    compared to the Earnings Per Share Growth Rate of the S&P
                    Electric Utilities Index over such Performance Period but in
                    no event later than December 31, 20___, the Company will
                    deliver to Employee one (1) share of the Company's Common
                    Stock for each then-outstanding Performance Share under this
                    Award Agreement. If the Employee terminates employment after
                    the end of the Performance
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Performance Share Agreement


                    Period but before distribution of any shares pursuant to
                    this Award Agreement, the distribution of the shares will
                    not be made until six (6) months following the Employee's
                     termination of employment if required by Section 409A of the
                    Code.

               (b)   DIVIDEND EQUIVALENTS. At the time of the Company's delivery
                    of Common Stock to Employee pursuant to Subsection 4(a)
                     above, the Company will also deliver to Employee a cash
                    payment equal to the amount of dividends that Employee would
                    have received if Employee had directly owned all of such
                    Common Stock during the Performance Period, plus interest on
                    such amount at the rate of _____ percent, compounded
                    quarterly.

               (c)   MAXIMUM AWARD. Employee may not receive more than 120,000
                    shares of Common Stock under this Award Agreement.

          5.    PERFORMANCE CRITERIA AND ADJUSTMENTS.

               ADJUSTMENT OF BASE GRANT. The Base Grant will increase or
               decrease based upon the Company's "Earnings Per Share Growth
                Rate" as compared to the Earnings Per Share Growth Rate of the
               S&P Electric Utilities Index during the Performance Period, as
               follows:

<TABLE>
<CAPTION>
                     IF THE COMPANY'S EARNINGS PER SHARE              THE NUMBER OF
                 COMPOUND GROWTH RATE   OVER THE PERFORMANCE    PERFORMANCE SHARES WILL BE:
                PERIOD AS COMPARED TO S&P ELECTRIC UTILITIES
                                INDEX IS:                      

                --------------------------------------------   ---------------------------
<S>                                                            <C>
                     ___th Percentile or Greater                   ___ X Base Grant
                          ___th Percentile                         ___ X Base Grant
                          ___th Percentile                            Base Grant
                          ___th Percentile                         ___ X Base Grant
                      Less than ___th Percentile               [None / ___X Base Grant]
</TABLE>

                    If intermediate percentiles are achieved, the number of
               Performance Shares awarded will be prorated (partial shares will
               be rounded down to the nearest whole share when applicable). For
               example, if the Company's Earnings Per Share Growth Rate during