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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
               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.)