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                                                                  EXHIBIT 10.97

                           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
 COMPOUND GROWTH RATE OVER THE PERFORMANCE
PERIOD AS COMPARED TO S&P ELECTRIC UTILITIES         THE NUMBER OF
                   INDEX IS:                   PERFORMANCE SHARES WILL BE:
--------------------------------------------   ---------------------------
<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 the Performance Period places the Company's
                  performance in the ___th percentile, then the number of
                  Performance Shares would be increased to ______ multiplied by
                  the Base Grant. In no event will Employee be entitled to
                  receive a number of Performance Shares greater than ___ times
                  the Base Grant, even if the Company's Earnings Per Share
                  Growth Rate during the Performance Period places the Company's
                  performance higher than the ____th percentile. Attachment A
                  provides a generic example of the operation of an award
                  granted under this Award Agreement.

            6.    EARNINGS PER SHARE GROWTH RATE. "Earnings Per Share Growth
                  Rate" for the Performance Period is the compounded
                  annual-growth rate (CAGR) of a company's earnings per share
                  from continuing operations, on a fully diluted basis, during
                  the Performance Period[; provided, however, that for purposes
                  of calculating the Company's Earnings Per Share Growth Rate,
                  SunCor Development Company's earnings from discontinued
                  operations will be considered earnings from continuing
                  operations for each fiscal year during the Performance
                  Period.] Only those companies which were in the S&P Electric

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Performance Share Agreement

                  Utility Index at both the beginning and the ending of the
                  Performance Period will be considered. The Earnings Per Share
                  Growth Rate of the companies in the S&P Electric Utilities
                  Index will be determined using the S&P Compustat system. If
                  the S&P Compustat system is no longer in use, the Committee
                  shall replace it with the most comparable third party data
                  system then in use. If the S&P Electric Utilities Index is
                  discontinued, the S&P comparable replacement index for the
                  sector will be used for computing Earnings Per Share Growth
                  Rate. If S&P no longer computes an index for the electric
                  utility sector, the Committee shall select the most comparable
                  index then in use for the sector comparison. In addition, if
                  the sector comparison is no longer representative of the
                  Company's industry or business, the Committee shall replace
                  the index with the most representative index then in use. Once
                  the CAGR of the Company and all relevant companies in the S&P
                  Electric Utility Index have been determined, the member
                  companies will be ranked from greatest to least CAGR.
                  Percentiles will be calculated based on a company's relative
                  ranking. For example, company 1 out of 26 companies is given a
                  percentile of 96.2% (1.0 - 1/26). Percentiles will be carried
                  out to one (1) decimal place. If the Company is not in the S&P
                  Electric Utility Index, then its percentile will be
                  interpolated between the companies listed in the relative
                  ranking. These calculations will be verified by the Company's
                  internal auditors.

            7.    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, whether due to voluntary or involuntary
                  termination, death, retirement, disability, or otherwise.
                  Subject to Section 4, Employee will, however, be entitled to
                  receive any Common Stock and dividend equivalents payable
                  under Section 4 of this Award Agreement if Employee's
                  employment terminates after the Performance Period but before
                  Employee's receipt of such Common Stock and dividend
                  equivalents. For avoidance of doubt, no acceleration of
                  Performance Shares or the Performance Period will occur on a
                  change of control of the Company.

            8.    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 Common Stock having a Fair Market Value on
                  the date of withholding sufficient to cover the withholding
                  obligation.

            9.    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.

            10.   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.

            11.   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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Performance Share Agreement

      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: Vice President and Treasurer

                                   _____________________________________________
                                   Employee

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Performance Share Agreement

                                  ATTACHMENT A

                                 GENERIC EXAMPLE
                            (PERFORMANCE SHARE AWARD)

ASSUMPTIONS:

      -     Employee is granted 500 Performance Shares, which constitutes
            Employee's "Base Grant".

      -     During the Performance Period, the Company's Earnings Per Share
            Growth Rate is in the 88.3 percentile compared to the S&P Electric
            Utilities Index.

CALCULATION OF EMPLOYEE'S COMMON STOCK PAYMENT:

-     Based on the Company's achievement of the 88.3 Percentile during the
      Performance Period, in April of the fiscal year immediately following the
      end of the Performance Period, Employee will receive ____ shares of Common
      Stock, calculated as follows:

      -     ___ shares of Common Stock as a result of the Company's Earnings Per
            Share Growth Rate meeting at least the ___th Percentile (____ X Base
            Grant) plus

      -     ___ shares of Common Stock as a result of the Company's Earnings Per
            Share Growth Rate achieving ________ of the Percentile increase
            between the ___th and ___th Percentiles (________ X _______ shares,
            with the ___ shares representing the Common Stock opportunity
            between the ___th and ___th Percentiles). (Note: __________ X
            _________ shares = ______ shares and must be rounded down to ____
            shares.)