Exhibit 10.3

                                   AMENDMENT
                                       TO
                       PINNACLE WEST CAPITAL CORPORATION
                         ARIZONA PUBLIC SERVICE COMPANY
                           SUNCOR DEVELOPMENT COMPANY
                                      AND
                          EL DORADO INVESTMENT COMPANY
                           DEFERRED COMPENSATION PLAN



              Pinnacle West Capital  Corporation  ("Pinnacle"),  pursuant to the
power granted to it by Section 11.2 of the above-named plan (the "Plan"), hereby
amends the Plan,  effective as of December 1, 1994, by deleting Section 1.28 and
inserting in its place the following new Section 1.28:

      "'Retirement'  and  'Retires' shall mean,  with  respect  to an  employee,
      severance from  employment  with all Employers for any reason other than a
      leave of  absence,  death or  Disability  on or after the  earlier  of the
      attainment of: (a) age  sixty-five  (65), (b) age sixty (60) with ten (10)
      Years of  Service,  (c) age  fifty-five  (55) with  twenty  (20)  Years of
      Service or (d) if an  employee is an Officer of an Employer at the time of
      his or her severance from  employment,  age fifty-five  (55) with ten (10)
      Years of Service; and shall mean, with respect to a Director who is not an
      employee, severance of his or her directorship(s) with all Employers on or
      after the earlier of the attainment of: (x) age sixty-five (65) or (y) age
      fifty-five (55) with ten (10) years of board service.  If a Participant is
      both an employee  and a Director,  Retirement  shall not occur until he or
      she Retires as both an employee and a Director;  provided,  however,  that
      such a  Participant  may  elect,  in  accordance  with  the  policies  and
      procedures  established by the  Committee,  to Retire for purposes of this
      Plan at the time he or she Retires as an employee  of all  Employers.  For
      purposes of this definition only, an "Officer of an Employer" shall mean a
      person who the Board determines,  in its sole discretion, to be an officer
      of any Employer."

              Pinnacle  has  caused  this  Amendment  to be  signed  by its duly
authorized officer on December 16, 1994.
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                                       Pinnacle West Capital Corporation


                                       By:       Faye Widenmann
                                            -------------------------
                                       Its:      Vice President
                                            -------------------------