Exhibit 10.6a


Under APS' 2001 Officers Variable Incentive Plan, the Chief Executive Officer of
APS,  with  the  approval  of the  Human  Resources  Committee  of the  Board of
Directors, annually designates the officers who will participate in the program,
establishes  their  participation  level, and establishes  certain financial and
operational  goals for APS which must be  satisfied  in order for  variable  pay
awards to be made. The impact,  if any, of each officer's  performance on his or
her variable pay award is determined by the Chief Executive Officer of APS, with
the approval of the Human Resources Committee.  Subject to final approval by the
Human Resources Committee of the 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 officers, if any.