Exhibit 10.2a


Under the 2002 Senior Management Variable Incentive Plan, the Chief Executive
Officer, with the approval of the Human Resources Committee of the Pinnacle West
Board of Directors, annually designates employees to participate in the program,
establishes their participation level, and establishes certain financial and
operational goals which must be satisfied in order for variable pay awards to be
made. The impact, if any, of each employee's performance on his or her variable
pay award is determined by his or her officer. Subject to final approval by the
Human Resources Committee of the Pinnacle West Board of Directors, the Chief
Executive Officer also determines at year-end the degree to which those goals
have been satisfied and the amount of variable pay to be awarded to
participating employees, if any.