Exhibit 10.2


October 3, 1997



Mr. William L. Stewart
6502 East Stallion Road
Paradise Valley, AZ  85253

RE:   Compensation Adjustments

Dear Bill:

Your  contribution  to the  success  of the Palo  Verde  Nuclear  Plant has been
significant and greatly appreciated.  The success of the plant is exemplified by
the specific achievement of Level I SALP and INPO ratings. It is now critical to
maintain a Level I rating through the remainder of this year and beyond. To that
end, I am providing you with an additional compensation opportunity which allows
for a $50,000  cash  payout  for the  achievement  of a Level I rating  for each
target. As a point of clarification  the $50,000 incentive  opportunity for each
target is effective immediately, and totals to a maximum of $100,000.

In addition,  you will receive a salary  adjustment  effective August 1, 1997 in
the amount of $54,000 which will serve as an offset to the lost  monetary  value
incurred as a result of moving out of your home.

I appreciate your continued contribution and leadership to the Company.

Sincerely,


William J. Post


AF/mrm