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                                                                   Exhibit 10.96

                           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 ____ (__) year
                  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)   RETIREMENT, DEATH, OR DISABILITY. In the case of
                        Employee's Retirement (as defined herein), death or
                        Disability (as defined herein), Employee shall be deemed
                        to have been employed by the Company through the end of
                        the 2005 Performance Period.

                        (i)   "Retirement" means a termination of employment
                              which constitutes an "Early Retirement" or a
                              "Normal Retirement" under the Pinnacle West
                              Capital Corporation Retirement Plan.

                        (ii)  "Disability" means a period of disability during
                              which Employee qualifies for benefits under
                              Employee's employer's long-term disability plan,
                              or, if Employee does not participate in such a
                              plan, a period of disability during which Employee
                              would have qualified for benefits under such a
                              plan, as determined by the Committee, had Employee
                              been a participant in such a plan. The Committee
                              may require such medical or other evidence, as it
                              deems necessary to judge the nature of Employee's
                              condition.

                  (c)   DIVIDEND EQUIVALENTS. At the time of the Company's
                        delivery of its Capital Stock to Employee pursuant to
                        Section 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 the Capital Stock received by Employee
                        for the Award from the Date of Grant through the Payment
                        Date, plus interest on such amount at the rate of _____
                        percent per annum, compounded quarterly.

            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, except as set forth in Section 4 above. Employee
                  will, however, be entitled to receive any of the Capital Stock
                  and dividend equivalents payable under Section 4 of this Award
                  Agreement if Employee's

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                  employment terminates after the Performance Period but before
                  Employee's receipt of the Capital Stock and dividend
                  equivalents.

                  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.

      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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