
                                 Exhibit 10.14a

                TRUST FOR THE PINNACLE WEST CAPITAL CORPORATION,
                       ARIZONA PUBLIC SERVICE COMPANY AND
                           SUNCOR DEVELOPMENT COMPANY
                           DEFERRED COMPENSATION PLANS


     (a) This  Agreement  made  this 1st day of  August,  1996,  by and  between
Pinnacle West Capital  Corporation  ("Company") and WELLS FARGO BANK OF ARIZONA,
N.A. ("Trustee");

     (b) WHEREAS,  Company has adopted the  nonqualified  deferred  compensation
plans as listed in Appendix (the "Plans").

     (c) WHEREAS,  Company has incurred or expects to incur  liability under the
terms of such Plans with respect to the individuals participating in such Plans.

     (d)  WHEREAS,  Company  wishes to  establish a trust (the  "Trust")  and to
contribute to the Trust assets that shall be held therein, subject to the claims
of creditors  at Company's  Insolvency,  as herein  defined,  until paid to Plan
participants   and  their   beneficiaries,   including   terminated  or  retired
participants  and  their  beneficiaries,  in such  manner  and at such  times as
specified in the Plans;

     (e)  WHEREAS,  it is the  intention  of the  parties  that this Trust shall
constitute an unfunded  arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred  compensation
for a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974;

     (f) WHEREAS,  it is the intention of Company to make  contributions  to the
Trust to  provide  itself  with a  source  of funds to  assist  in  meeting  its
liabilities under the Plans;

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

     Section 1 - Establishment of Trust

     (a) Company hereby deposits with Trustee in Trust Dollars ($ ), which shall
become the  principal of the Trust to be held,  administered  and disposed of by
Trustee as provided in this Trust Agreement.

     (b) The Trust hereby  established is revocable by Company;  it shall become
irrevocable upon a Change of Control, as defined herein.

     (c) The Trust is intended to be a grantor  trust,  of which  Company is the
grantor, within the meaning of subpart E, part I,
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subchapter  J, chapter 1,  subtitle A of the Internal  Revenue Code of 1986,  as
amended, and shall be construed accordingly.

     (d) The  principal  of the Trust,  and any earnings  thereon  shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Plan  participants and general  creditors as herein set
forth. Plan participants and their  beneficiaries  shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created  under  the  Plans  and this  Trust  Agreement  shall be mere  unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's  general
creditors under federal and state law in the event of Insolvency,  as defined in
Section 3(a) herein.

     (e) Company, in its sole discretion, may at any time, or from time to time,
make  additional  deposits of cash or other  property  in trust with  Trustee to
augment the  principal  to be held,  administered  and disposed of by Trustee as
provided in this Trust  Agreement.  Neither Trustee nor any Plan  participant or
beneficiary shall have any right to compel such additional deposits.

     (f) Upon a Change of Control, Company shall, as soon as possible, but in no
event more than  sixty (60) days  following  the Change of  Control,  as defined
herein,  make an  irrevocable  contribution  to the Trust in an  amount  that is
sufficient to pay each Plan  participant or  beneficiary,  the benefits to which
such Plan participants or beneficiaries  would be entitled pursuant to the terms
of the Plans as of the date on which the Change of Control occurred.

     Section 2 - Payments to Plan Participants and Their Beneficiaries.

     (a) The Administrative  Committee appointed by Company's Board of Directors
to administer  the Plans (the  "Committee")  shall deliver to Trustee a schedule
(the "Payment  Schedule")  that indicates the amounts payable in respect of each
Plan  participant  (and his or her  beneficiaries),  that  provides a formula or
other instructions acceptable to Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available  under
the Plans), and the time of commencement for payment of such amounts. Unless the
Committee  advises  Trustee that Company elects pursuant to Section 2(c) to make
payment of benefits directly to Plan  participants,  Trustee shall make payments
to the Plan participants and their beneficiaries in accordance with such Payment
Schedule.  Trustee shall make provision for the reporting and withholding of any
federal,  state or local taxes that may be required to be withheld  with respect
to the  payment  of  benefits  pursuant  to the terms of the Plans and shall pay
amounts  withheld to the appropriate  taxing  authorities or determine that such
amounts have been reported, withheld and paid by Company.

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     (b) The entitlement of a Plan  participant or his or her  beneficiaries  to
benefits  under the Plans shall be  determined by the Committee or such party as
it shall  designate  under the Plans,  and any claim for such benefits  shall be
considered and reviewed under the procedures set out in the Plans.

     (c) Company may make payment of benefits  directly to Plan  participants or
their  beneficiaries,  as they  become  due under the  terms of the  Plans.  The
Committee shall notify Trustee of Company's decision to make payment of benefits
directly  prior to the time  amounts are payable to such  participants  or their
beneficiaries.  In addition,  if the  principal  of the Trust,  and any earnings
thereon,  are not sufficient to make payments of benefits in accordance with the
terms of the Plans,  Company  shall make the balance of each such  payment as it
falls due.  Trustee shall notify the Committee  where principal and earnings are
not sufficient.

     (d) Notwithstanding  the foregoing,  but subject to Section 3, if the Board
of Directors of Company determines,  in its discretion,  that it would be in the
best interest of Company to terminate  and liquidate the Trust,  the Board shall
so advise Trustee in writing and direct Trustee,  in writing,  to distribute all
of the assets of the Trust to Plan participants and beneficiaries, in payment of
the benefits which they have accrued under the Plans as of the termination  date
of the Trust.  Upon receipt of such written  direction,  Trustee shall liquidate
the Trust and distribute its assets to Plan  participants  and  beneficiaries as
directed by the Board of Directors.

     (e) Notwithstanding the foregoing, if all or any part of a participant's or
beneficiary's  benefit  under any Plan is  determined  by the  Internal  Revenue
Service or a state or local taxing  authority to  constitute  taxable  income to
that  participant  or  beneficiary  prior to the date on which such benefits are
distributed to the  participant or  beneficiary,  the participant or beneficiary
may  request a  distribution  from the Trust  sufficient  to satisfy  any taxes,
penalties  and interest  resulting  from such  determination,  provided that the
distribution  requested  does not  exceed  the  participant's  or  beneficiary's
interest in the affected  Plan. The affected  participant  or beneficiary  shall
make his request in writing to the Committee prior to a Change in Control and to
Trustee after a Change in Control.  Upon the Committee's or Trustee's consent to
such a request, which consent shall not be unreasonably withheld, Trustee shall,
within 90 days of the date on which such consent is granted,  distribute  to the
participant or beneficiary an amount  sufficient to satisfy the participant's or
beneficiary's federal, state and/or local tax liability, including penalties and
interest,   attributable  to  the   determination.   In  the  event  of  such  a
distribution,  any future  benefits  payable to the  participant  or beneficiary
under the terms of the Plan with  respect  to which such  determination  is made
shall be offset by amounts

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distributed to the participant or beneficiary under this Section 2(e).

     Section 3 - Trustee Responsibility  Regarding Payments to Trust Beneficiary
When Company Is Insolvent.

     (a) Trustee shall cease payment of benefits to Plan  participants and their
beneficiaries if Company is Insolvent.  Company shall be considered  "Insolvent"
for  purposes of this Trust  Agreement if (i) Company is unable to pay its debts
as they  become  due, or (ii)  Company is subject to a pending  proceeding  as a
debtor under the United States Bankruptcy Code.

     (b) At all times  during the  continuance  of this  Trust,  as  provided in
Section 1(d) hereof,  the  principal and income of the Trust shall be subject to
claims of general  creditors of Company under federal and state law as set forth
below.

          (1) The Board of Directors and the Chief Executive  Officer of Company
shall have the duty to inform Trustee in writing of Company's  Insolvency.  If a
person  claiming to be a creditor of Company  alleges in writing to Trustee that
Company  has  become  Insolvent,  Trustee  shall  determine  whether  Company is
Insolvent and, pending such determination,  Trustee shall discontinue payment of
benefits to Plan participants or their beneficiaries.

          (2) Unless Trustee has actual  knowledge of Company's  Insolvency,  or
has received notice from Company or a person claiming to be a creditor  alleging
that Company is Insolvent, Trustee shall have no duty to inquire whether Company
is  Insolvent.  Trustee  may in all  events  rely  on such  evidence  concerning
Company's solvency as may be furnished to Trustee and that provides Trustee with
a reasonable basis for making a determination concerning Company's solvency.

          (3) If, at any time, Trustee has determined that Company is Insolvent,
Trustee shall discontinue  payments to Plan participants or their  beneficiaries
and shall hold the  assets of the Trust for the  benefit  of  Company's  general
creditors.  Nothing in this Trust Agreement shall in any way diminish any rights
as general  creditors of Company with respect to benefits due under the Plans or
otherwise.

          (4) Trustee shall resume the payment of benefits to Plan  participants
or their beneficiaries in accordance with Section 2 of this Trust Agreement only
after  Trustee has  determined  that Company is not  Insolvent  (or is no longer
Insolvent).

     (c) Provided that there are sufficient assets, if Trustee  discontinues the
payment  of  benefits  from the  Trust  pursuant  to  Section  3(b)  hereof  and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance shall include the

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aggregate amount of all payments due to Plan participants or their beneficiaries
under the terms of the Plans  for the  period of such  discontinuance,  less the
aggregate   amount  of  any  payments  made  to  Plan   participants   or  their
beneficiaries  by Company in lieu of the payments  provided for hereunder during
any such period of discontinuance.

     Section 4 - Payments to Company.

     Except as  provided  in  Sections  2(d) and 3  hereof,  after the Trust has
become  irrevocable,  Company shall have no right or power to direct  Trustee to
return to  Company  or to divert to others  any of the Trust  assets  before all
payment of benefits have been made to Plan participants and their  beneficiaries
pursuant to the terms of the Plans.

     Section 5 - Investment Authority.

     Prior to a Change of Control,  Trustee shall be subject to the direction of
the Committee in the investment,  administration  and distribution of the assets
of the  Trust;  and the  Committee  is  authorized  and  empowered,  in its sole
discretion,  to give such  directions to Trustee.  Neither Trustee nor any other
person shall be under any duty to question any such  direction of the  Committee
or to review any securities or other  property  acquired or held pursuant to the
Committee's directions or to make any suggestions to the Committee in connection
therewith;  and Trustee shall as promptly as possible comply with any directions
given by the Committee  hereunder.  Trustee  shall not be liable,  to the extent
permitted  by law,  for  compliance  with  any  such  directions.  Should  it be
necessary to perform some act hereunder,  and there is neither direction in this
Trust  Agreement nor  direction of the  Committee on file with  Trustee,  and no
direction of the Committee can be obtained  after  reasonable  inquiry,  Trustee
shall  have  full  power and  discretion  to act in its own best  judgment.  All
directions  of the  Committee  to  Trustee  shall be in  writing  signed  by the
Committee or by such other person as it shall authorize in writing so to act.

     Subject  to the  foregoing,  and  following  a Change  of  Control,  in the
investment, administration and distribution of the assets of the Trust, Trustee,
subject to its duty to apply the  proceeds and avails of all assets of the Trust
to the purposes  specified in the Plans and to the  restrictions  of  applicable
law, may perform every act in the management of the Trust which  individuals may
perform in the management of like property owned by them free of any trust,  and
may  exercise  every  power with  respect to each item of property in the Trust,
real and  personal,  which  individual  owners of like  property  can  exercise,
including by way of  illustration,  but not by way of limitation,  the following
powers:

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     (a) To  pledge or  mortgage,  assign,  lease,  contract  to  lease,  grant,
exercise,  grant or acquire  options to  purchase  or sell,  sell for cash or on
credit  at a  private  or  public  sale,  convert,  redeem,  exchange  for other
securities or other property in which the Trust  hereunder may be invested under
this Trust Agreement,  or otherwise  dispose of any securities or other property
at any time held by it; no person  dealing with Trustee shall be bound to see to
the  application  or to inquire into the  validity,  expediency  or propriety of
liability for interest;

     (b) To settle,  compromise,  contest or submit to  arbitration  any claims,
debts or damages  due or owing to or from the Trust,  and to  commence or defend
suits or legal  proceedings,  and to represent  this trust in all suits or legal
proceedings;

     (c) To exercise any conversion privilege or subscription right available in
connection with any securities or property at any time held by it; to consent to
the reorganization, consolidation, merger or readjustment of the finances of any
corporation,  company or association,  or to the sale, mortgage, pledge or lease
of  the  property  of  any  corporation,  company  or  association,  any  of the
securities  of  which  may at any time be held by it;  and to do any  acts  with
reference thereto,  including the granting and/or exercise of options, making of
agreements or subscriptions, and the payment of expenses, deemed to be necessary
or advisable in connection  therewith,  and to hold and retain any securities or
other property which Trustee may so acquire;

     (d) To vote any  corporate  stock  belonging to the Trust  hereunder and to
give  proxies or general or limited  powers of attorney  for the purpose of such
voting to other persons with or without power of substitution;

     (e) To  tender or  exchange  any  corporate  stock  belonging  to the Trust
hereunder;

     (f) To borrow money from  Trustee or others,  assume  indebtedness,  extend
mortgages  and encumber by mortgage or pledge upon such terms and  conditions as
may be deemed advisable by Trustee;

     (g) To lease  property on any terms or conditions and for any term of years
although extending beyond the period of the trust hereunder;  to manage, insure,
administer,  operate,  repair, improve and mortgage or lease,  regardless of any
restrictions  on leases;  to renew or extend or to participate in the renewal or
extension  of any  mortgage  or  lease,  and to  agree to the  reduction  in the
interest  on any  mortgage or other  modification  or change in the terms of any
mortgage, guarantee thereof or lease in any manner and upon such terms

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as may be deemed  advisable;  to alter and partition real estate,  erect or raze
improvements, grant easements, subdivide, dedicate to public use;

     (h) To collect the income,  rents,  issues,  profits and  increases  of the
Trust hereunder through such means as are deemed advisable;

     (i) To invest  all or a part of the  Trust  hereunder  in  interest-bearing
deposits  with Trustee in its  separate  corporate  capacity,  or with any other
banking  institution  affiliated  with  Trustee,  or with  any  other  bank at a
reasonable  rate of interest,  including  but not limited to  investment in time
deposits, savings deposits, certificates of deposit or time accounts;

     (j) To cause any of the  investments  of the Trust to be  registered in its
name or in the name of its nominee,  any  corporation  or its transfer agent may
presume  conclusively  that such nominee is the actual owner of any  investments
submitted for transfer;  to combine  certificates  representing such investments
with  certificates  of the  same  issue  held  by  Trustee  in  other  fiduciary
capacities,  or to deposit or to arrange for the deposit of such securities in a
qualified central depositary even though,  when so deposited such securities may
be merged and held in bulk in the name of the  nominee of such  depositary  with
other  securities  deposited  therein by any other  person,  or to deposit or to
arrange  for  the  deposit  of  any  securities  issued  by  the  United  States
Government,  or any agency or  instrumentality  thereof,  with a federal reserve
bank, but the books and records of Trustee shall at all times show that all such
investments are part of the Trust;  to make,  execute and deliver as Trustee any
and all instruments,  deeds, leases, mortgages,  advances,  contracts,  waivers,
releases or other  instruments in writing  necessary or proper in the employment
of any of the foregoing  powers;  to form  corporations  and to create trusts to
hold title to any securities or other  property,  upon such terms and conditions
as are deemed advisable;

     (k) To retain any funds or property  subject to dispute  without  liability
for the payment of interest,  and to decline to make payment or delivery thereof
until final adjudication is made by a court of competent jurisdiction;

     (l) To pay personal and real property taxes,  income taxes,  transfer taxes
and  other  taxes  levied or  assessed  against  the Trust  under the law of any
jurisdiction,  but Trustee shall have the right to contest,  protest, and settle
the liability of the Trust for any such taxes; and

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     (m) To  perform  any  and  all  other  acts in its  judgment  necessary  or
appropriate  for  the  proper  and  advantageous   management,   investment  and
distribution of the Trust.

     Except as provided below, no enumeration of specific powers herein shall be
construed as a limitation on the foregoing  general power of Trustee,  nor shall
any of the powers herein  conferred upon Trustee be exhausted by the use thereof
but each shall be continuing.

     Notwithstanding  any provision to the contrary in this Trust Agreement,  in
no event may Trustee invest in securities  (including stock or rights to acquire
stock) or obligations issued by Company,  other than a de minimis amount held in
common investment vehicles in which Trustee invests.

     Company shall have the right, at anytime, and from time to time in its sole
discretion,  to substitute  assets of equal fair market value for any asset held
by the Trust.

     Section 6 - Disposition of Income.

     (a) During the term of this Trust, all of the income received by the Trust,
net of expenses and taxes, shall be accumulated and reinvested.

     Section 7 - Accounting by Trustee.

     Trustee  shall keep  accurate  and  detailed  records  of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including  such  specific  records as shall be agreed  upon in  writing  between
Company and Trustee. Within sixty (60) days following the close of each calendar
year and within  sixty (60) days after the  removal or  resignation  of Trustee,
Trustee shall deliver to Company a written account of its  administration of the
Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation,  setting forth all investments,
receipts,  disbursements  and other  transactions  effected  by it,  including a
description of all securities and  investments  purchased and sold with the cost
or net proceeds of such purchases or sales (accrued  interest paid or receivable
being shown  separately),  and showing all cash,  securities  and other property
held in the Trust at the end of such year or as of the date of such  removal  or
resignation, as the case may be.

     Section 8 - Responsibility of Trustee.

     (a) Trustee shall act with the care,  skill,  prudence and diligence  under
the circumstances  then prevailing that a prudent person acting in like capacity
and familiar  with such matters  would use in the conduct of an  enterprise of a
like character and with

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like aims,  provided,  however,  that  Trustee  shall incur no  liability to any
person for any action taken  pursuant to a direction,  request or approval given
by Company which is  contemplated  by, and in conformity  with, the terms of the
Plans or this  Trust  and is given in  writing  by  Company.  In the  event of a
dispute between  Company and a party.  Trustee may apply to a court of competent
jurisdiction to resolve the dispute.

     (b) If Trustee  undertakes or defends any litigation  arising in connection
with this Trust,  Company agrees to indemnify  Trustee against  Trustee's costs,
expenses and liabilities  (including,  without  limitation,  attorneys' fees and
expenses)  relating  thereto and to be primarily  liable for such  payments.  If
Company does not pay such costs, expenses and liabilities in a reasonably timely
manner, Trustee may obtain payment from the Trust.

     (c)  Trustee may consult  with legal  counsel  (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.

     (d) Trustee may hire agents, accountants,  actuaries,  investment advisors,
financial  consultants or other professionals to assist in performing any of its
duties or  obligations  hereunder,  provided  that prior to a Change in Control,
Trustee must obtain the consent of Company  prior to  retaining  the services of
such persons.

     (e) Trustee shall have, without exclusion, all powers conferred on trustees
by  applicable  law,  unless  expressly  provided  otherwise  herein,  provided,
however,  that if an insurance policy is held as an asset of the Trust,  Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as  distinct  from  conversion  of the policy to a  different
form) other than to a successor  Trustee,  or to loan to any person the proceeds
of any borrowing against such policy.

     (f) However,  notwithstanding the provisions of Section 8(e) above, Trustee
may loan to Company the proceeds of any  borrowing  against an insurance  policy
held as an asset of the Trust.

     (g)  Notwithstanding  any powers granted to Trustee  pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the  objective  of  carrying  on a business  and  dividing  the gains
therefrom,  within the  meaning  of  Section  301.7701-2  of the  Procedure  and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

     Section 9 - Compensation and Expenses of Trustee.

     Company shall pay all  administrative  and Trustee's fees and expenses.  If
not so paid, the fees and expenses shall be paid from the Trust.

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     Section 10 - Resignation and Removal of Trustee.

     (a)  Trustee  may resign at any time by written  notice to  Company,  which
shall be effective  sixty (60) days after receipt of such notice unless  Company
and Trustee agree otherwise.

     (b)  Trustee  may be removed  by Company on sixty (60) days  notice or upon
shorter notice accepted by Trustee.

     (c) If Trustee  resigns or is removed within three (3) years after a Change
of Control occurs,  as defined herein,  Trustee shall select a successor Trustee
in accordance with the provisions of Section 11(b) hereof prior to the effective
date of Trustee's resignation or removal.

     (d) Upon  resignation or removal of Trustee and  appointment of a successor
Trustee,  all assets shall subsequently be transferred to the successor Trustee.
The transfer shall be completed  within ninety (90) days after receipt of notice
of resignation, removal or transfer, unless Company extends the time limit.

     (e) If Trustee resigns or is removed,  a successor  shall be appointed,  in
accordance  with Section 11 hereof,  by the  effective  date of  resignation  or
removal  under  Section  10(a) or (b).  If no such  appointment  has been  made,
Trustee may apply to a court of  competent  jurisdiction  for  appointment  of a
successor or for  instructions.  All expenses of Trustee in connection  with the
proceeding shall be allowed as administrative expenses of the Trust.

     Section 11 - Appointment of Successor.

     (a) If Trustee  resigns or is removed in  accordance  with Section 10(a) or
(b) hereof, Company may appoint any third party, such as a bank trust department
or other party that may be granted  corporate trustee powers under state law, as
a successor to replace  Trustee upon  resignation  or removal.  The  appointment
shall be effective  when accepted in writing by the new Trustee,  who shall have
all of the rights and powers of the former Trustee,  including  ownership rights
in the Trust assets.  The former Trustee shall execute any instrument  necessary
or  reasonably  requested  by Company or the  successor  Trustee to evidence the
transfer.

     (b) If Trustee resigns or is removed  pursuant to the provisions of Section
10(c)  hereof and  selects a  successor  Trustee,  Trustee may appoint any third
party  such as a bank  trust  department  or other  party  that  may be  granted
corporate trustee powers under state law. The appointment of a successor Trustee
shall be effective when accepted in writing by the new Trustee.  The new Trustee
shall have all the rights and powers of the former Trustee,  including ownership
rights  in Trust  assets.  The  former  Trustee  shall  execute  any  instrument
necessary  or  reasonably  requested  by the  successor  Trustee to evidence the
transfer.

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     (c) The  successor  Trustee  need not  examine  the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  assets,  subject to
Sections 7 and 8 hereof.  The successor Trustee shall not be responsible for and
Company  shall  indemnify  and defend the  successor  Trustee  from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event,  or any  condition  existing at the time it becomes  successor
Trustee.

     Section 12 - Amendment or Termination.

     (a) This Trust Agreement may be amended by a written instrument executed by
Trustee and Company.  Notwithstanding  the foregoing,  no such  amendment  shall
conflict with the terms of the Plans or shall make the Trust  revocable after it
has become irrevocable in accordance with Section 1(b) hereof.

     (b) The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to the terms
of the Plans unless sooner revoked in accordance with Section 1(b) hereof.  Upon
termination of the Trust, any assets remaining in the Trust shall be returned to
Company.

     (c) Upon written  approval of  participants  or  beneficiaries  entitled to
payment of benefits  pursuant to the terms of the Plans,  Company may  terminate
this  Trust  prior to the time all  benefit  payments  under the Plans have been
made. All assets in the Trust at termination shall be returned to Company.

     (d) This Trust  Agreement may not be amended by Company for three (3) years
following a Change of Control, as defined in Section 13(d).

     (e) Nothing in this Section 12 shall  prevent  Company from  amending  this
Trust  Agreement,  or from  taking  such other  action as it  determines  may be
necessary, to transfer assets and liabilities to another trust in the event of a
sale,  transfer or other disposition of an Affiliate or a division of Company or
an Affiliate,  provided  that only the assets and  liabilities  attributable  to
employees  employed by and  directors of the affected  Affiliate or division and
their beneficiaries,  as determined by the Board of Directors in its discretion,
may be transferred to such trust and provided  further that no transfer shall be
permitted  after a Change of Control has occurred  unless the trust to which the
assets and liabilities would be transferred is irrevocable and contains the same
terms and conditions as this Trust Agreement.

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         Section 13 - Miscellaneous.

     (a) Any  provision  of this  Trust  Agreement  prohibited  by law  shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

     (b) Benefits  payable to Plan  participants and their  beneficiaries  under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

     (c) This Trust  Agreement  shall be governed by and construed in accordance
with the laws of Arizona.

     (d) For  purposes of this Trust,  Change of Control  shall mean a change in
ownership  or  managerial  control of the stock,  assets or  business of Company
resulting from one (1) or more of the following circumstances:

          (1) A change of control of Company of a nature  that would be required
to be  reported  in response  to Item 6(e) of  Schedule  14A of  Regulation  14A
promulgated  under the Act,  or any  successor  regulation  of  similar  import,
regardless of whether Company is subject to such reporting requirement;

          (2) A change of control in ownership of Company  through a transaction
or series of transactions,  such that any Person (other than an Affiliate) is or
becomes the Beneficial Owner,  directly or indirectly,  of securities of Company
representing  twenty  percent  (20%)  or more of the  combined  voting  power of
Company's then outstanding securities;

          (3) Any  consolidation  or merger of Company in which Company will not
be the  continuing or surviving  corporation  or pursuant to which shares of the
common  stock  of  Company  would  be  converted  into  cash  (other  than  cash
attributable to dissenters' rights),  securities or other property provided by a
Person other than Company or an Affiliate,  other than a consolidation or merger
of Company in which the holders of the common stock of Company immediately prior
to the  consolidation  or  merger  have  approximately  the  same  proportionate
ownership of common stock of the  surviving  corporation  immediately  after the
consolidation or merger;

          (4) The  shareholders  of Company  approve a plan or proposal  for the
liquidation or dissolution of Company;

          (5) During any period of two (2) consecutive  years,  individuals who,
at the beginning of such period,  constituted the Board of Directors of Company,
for any reason,  cease to  constitute  at least a majority  thereof,  unless the
election

                                       12
<PAGE>
or  nomination  for election of each new director was approved by the vote of at
least  two-thirds (2/3) of the directors then still in office who were directors
at the beginning of the period;

          (6) Substantially all of the assets of Company and its Affiliates,  in
the  aggregate,  are  sold or  otherwise  transferred  to  Persons  that are not
Affiliates;

          (7) More than eighty percent (80%) of the stock or  substantially  all
of the assets of an Affiliate are sold or otherwise  transferred  to a Person or
Persons  other than Company or  Affiliates,  provided  that any such event shall
constitute a Change of Control only with respect to that affected  Affiliate and
its employees and directors who are Plan participants or their beneficiaries; or

          (8)   Significant   assets  of  Company  or  an  Affiliate  are  sold,
transferred  or otherwise  disposed of to a Person or Persons other than Company
or  Affiliates  and  the  Board  of  Directors  of  Company  determines,  in its
discretion,  that such sale,  transfer or  disposition  constitutes  a Change of
Control,  provided  that such an event shall only  constitute  Change of Control
with  respect to those  employees  of Company or the  affected  Affiliate  whose
employment  is  directly  related to such assets as  determined  by the Board of
Directors of Company, in its discretion.

     For purposes of this Section 13(d),

               (A) "Act" shall mean the  Securities and Exchange Act of 1934, as
amended from time to time.

               (B) "Affiliate" shall mean a corporation, trade or business under
"common  control" with Company.  "Common control" shall be determined under Code
Section 1563(a).

               (C)  "Beneficial  Owner"  shall have the same meaning as given to
that term under Section 13(d) of the Act;

               (D) "Employer"  shall mean an Affiliate  participating in one (1)
or more of the Plans; and

               (E)  "Person"  shall  have the same  meaning as given to the term
under Sections 13(d) and 14(d)(2) of the Act), but shall not include an employee
benefit  plan of Company or an Affiliate  or an entity  organized,  appointed or
established pursuant to the terms of any such benefit plan.

                                       13
<PAGE>
     Section 14 - Effective Date.

     The effective date of this Trust Agreement shall be January 1, 1996.

     IN WITNESS  WHEREOF,  Company and Trustee have caused this instrument to be
executed by their duly  authorized  officers as of the date and year first above
written.



Attest:                                 PINNACE WEST CAPITAL CORPORATION

By  Suzanne W. Debes                    By Faye Widenmann
    --------------------------------       -------------------------------------
Its  Associate Secretary                Its Vice President
    --------------------------------       -------------------------------------



Attest:                                 WELLS FARGO BANK OF ARIZONA, N.A.

By Marcia Wepfer                        By Vanessa Fulton
   ---------------------------------       -------------------------------------
Its Vice President                      Its Assistant Vice President
   ---------------------------------       -------------------------------------

                                       14
