Exhibit 10.1

                             AMENDMENT TO AGREEMENT

     THIS AMENDMENT is made and entered into by and between Arizona Public
Service Company and its Affiliates ("APS") and William L. Stewart ("Employee").


                                   WITNESSETH:

     WHEREAS, APS and Employee entered into an Agreement on December 13, 1999
("Agreement"); pursuant to which Employee would remain employed by APS as
President, Generation, through December 31, 2002; and

     WHEREAS, the parties desire to amend the Agreement to extend Employee's
employment beyond December 31, 2002, and to extend deferred payments and
repayment of lines of credit, and to make certain other changes:

     NOW, THEREFORE, effective as of January 1, 2002, the Agreement is amended
as follows:

     1.   The third sentence of Section II, paragraph B is revised to read as
          follows:

               All outstanding amounts will be due in full on or
               before March 31, 2005, except as provided in Section
               II, paragraph G, below.

     2.   The last sentence of Section II, paragraph C is revised to read as
          follows:

               Payment of the deferred amount, plus interest, will be
               made on January 3, 2005, in a lump sum, except as
               provided in Section II, paragraph G, below.

     3.   Section II, paragraph D is revised to read as follows:

               D. ADDITIONAL PAYMENTS. In addition, if Employee
               continues full-time employment through December 31,
               2002, Employee will receive an additional $800,000 on
               January 3, 2005.

     4.   The second sentence of Section II, paragraph G is revised to read as
          follows:

               If Employee separates from employment prior to December
               31, 2002, for any reason, other than death or
               disability:

     5.   Section II, paragraph G, subparagraph 4 is revised to read as follows:

               If Employee separates from employment prior to December
               31, 2002, for any reason, other than death or
               disability, Employee will not receive the additional
               payment of $800,000 due on January 3, 2005.

     6.   Section II, paragraphs J and K are deleted.



ARIZONA PUBLIC SERVICE COMPANY


By: William J. Post                          Date:       8-7-02
    -------------------------------                --------------------
    William J. Post
    Chief Executive Officer


    William L. Stewart                       Date:      7-30-02
    --------------------------------                -------------------
    William L. Stewart


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