PINNACLE WEST CAPITAL CORP
2000 SENIOR MANAGEMENT VARIABLE INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.2.A
<SEQUENCE>3
<FILENAME>ex10-2a.txt
<DESCRIPTION>2000 SENIOR MANAGEMENT VARIABLE INCENTIVE PLAN
<TEXT>

                                                                   Exhibit 10.2a


Under the Company's 2001 Senior  Management  Variable  Incentive Plan, the Chief
Executive  Officer of the  Company,  with the  approval  of the Human  Resources
Committee  of  the  Board  of  Directors,   annually  designates   employees  to
participate  in  the  program,   establishes  their  participation   level,  and
establishes  certain  financial and operational goals for the Company 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 Board of  Directors,  the Chief  Executive  Officer of the  Company  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.
</TEXT>
</DOCUMENT>
