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                                                                   Exhibit 10.95

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

      THIS AWARD AGREEMENT is made and entered into as of __________ __, 20___
(the "Date of Grant"), by and between Pinnacle West Capital Corporation (the
"Company"), and ______________ ("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 as described herein.

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

                                    AGREEMENT

            1.    GRANT OF AWARDS. The Company grants to Employee a performance
                  share award of _________ performance shares, subject to the
                  terms, conditions, and adjustments set forth in this Award
                  Agreement.

            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 referred to 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 the award of
                  _____ performance shares (the "Award") is the period beginning
                  __________ __, 20___ and ending __________ __, 20___ (the
                  "Performance Period").

            4.    PAYMENT.

                  (a)   PERFORMANCE SHARES PAYABLE IN CAPITAL STOCK. Subject to
                        early termination of this Award Agreement pursuant to
                        Section 5 below, if Employee remains employed by the

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                        Company or any of its subsidiaries throughout the
                        Performance Period, promptly following the Performance
                        Period, but not later than __________ __, 20___ (the
                        "Payment Date"), the Company will deliver to Employee
                        one (1) share of Capital Stock for each then-outstanding
                        performance share granted to Employee under the Award
                        made pursuant to this Award Agreement.

                  (b)   DIVIDEND EQUIVALENTS. No dividend equivalents are
                        granted pursuant to this Award.

            5.    TERMINATION OF AWARD. This Award Agreement will terminate and
                  be of no further force or effect on the date that Employee is
                  no longer actively employed by the Company or any of its
                  subsidiaries for any reason, including death, disability or
                  retirement. Employee will, however, be entitled to receive any
                  of the Capital Stock payable under Section 4 of this Award
                  Agreement if Employee's employment terminates after the
                  Performance Period but before Employee's receipt of the
                  Capital Stock.

            6.    TAX WITHHOLDING. Employee must pay, or make arrangements
                  acceptable to the Company for the payment of, any and all
                  federal, state, and local income and payroll tax withholding
                  that in the opinion of the Company is required by law. Unless
                  Employee satisfies any such tax withholding obligation by
                  paying the amount in cash or by check, the Company will
                  withhold shares of Capital Stock having a Fair Market Value on
                  the date of withholding sufficient to cover the withholding
                  obligation.

            7.    NON-TRANSFERABILITY. Neither this award nor any rights under
                  this Award Agreement may be assigned, transferred, or in any
                  manner encumbered except by will or the laws of descent and
                  distribution, and any attempted assignment, transfer,
                  mortgage, pledge or encumbrance, except as herein authorized,
                  will be void and of no effect.

            8.    DEFINITIONS: COPY OF PLAN AND PLAN PROSPECTUS. To the extent
                  not specifically defined in this Award Agreement, all
                  capitalized terms used in this Award Agreement will have the
                  same meanings ascribed to them in the Plan. By signing this
                  Award Agreement, Employee acknowledges receipt of a copy of
                  the Plan and the related Plan Prospectus.

            9.    CHOICE OF LAW. This Agreement will be governed by the laws of
                  the State of Arizona, excluding any conflicts or choice of law
                  rule or principle that might otherwise refer construction or
                  interpretation of this Agreement to another jurisdiction.

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      An authorized representative of the Company has signed this Award
Agreement, and Employee has signed this Award Agreement to evidence Employee's
acceptance of the award on the terms specified in this Award Agreement, all as
of the Date of Grant.

                                       PINNACLE WEST CAPITAL CORPORATION

                                       By: _____________________________________

                                       Its: ____________________________________

                                       _________________________________________
                                       Employee

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