Exhibit 10.5(a)


                               SECOND AMENDMENT TO
                      THE PINNACLE WEST CAPITAL CORPORATION
                   SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN


     Effective January 1, 1987, PINNACLE WEST CAPITAL CORPORATION adopted the
PINNACLE WEST CAPITAL CORPORATION SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN
(the "Plan"). The Plan was amended and restated several times thereafter. Most
recently the Plan was amended and restated effective January 1, 2000 to merge
the ARIZONA PUBLIC SERVICE COMPANY SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN
into the Plan and to make certain other technical changes.

     By this instrument the Company intends to amend the Plan to clarify payment
options available under the Plan.

     1. This Amendment shall amend only those Sections set forth herein and
those Sections not amended hereby shall remain in full force and effect.

     2. ARTICLE FIVE, Subsection (b) is hereby amended in its entirety to read
as follows:

          (b) Benefits payable to a participant under Section 4(b) shall become
     payable when a participant (or his spouse or beneficiary) begins to receive
     payments under the Retirement Plan, and shall be subject to the same
     adjustments and shall be payable by the Company in the same manner and at
     the same time as the Plan participant's (or his spouse's or beneficiary's)
     benefits under the Retirement Plan are paid, as though such benefits were
     otherwise payable as a part of the benefits being paid under the Retirement
     Plan, subject to ARTICLE SIX. With the exception of Section 6.6 of the
     Retirement Plan, an election or mode of payment under the Retirement Plan
     shall constitute an election of a similar mode of payment under this Plan.
     Section 6.6 of the Retirement Plan shall not be a form of payment available
     under this Plan.

     3. The following Subsection (c) is hereby added to the end of ARTICLE FIVE:

          (c) If the present value of a Participant's vested benefits under the
     Plan is Five Thousand Dollars ($5,000.00), or less, at any time after the
     Participant's retirement or termination of employment and before his
     Annuity Starting Date, the Participant's vested benefits shall be
     distributed in a single lump sum. The benefits of a non-vested Participant
     shall automatically be deemed to be cashed out pursuant to this ARTICLE
     FIVE (c) upon such Participant's termination of employment. If the present
     value of a Participant's vested benefits is more than Five Thousand Dollars
     ($5,000.00) but not more than Ten Thousand Dollars ($10,000.00) at any time
     after the Participant's retirement or termination of employment and before
     his Annuity Starting Date, the Participant's vested benefits shall be
     distributed in a single lump sum if such distribution is requested in
     writing by the Participant and his Spouse, if married, in accordance with
     the consent and waiver provisions of Section 6.2 of the Retirement Plan.

          If the present value of the Spouse's Benefit or Vested Survivor's
     Benefit under the Plan, as applicable, is Five Thousand Dollars
     ($5,000.00), or less, at any time after the Participant's death and before
     the commencement of such benefit, the benefit shall be distributed in a
     single lump sum. If the present value of the Spouse's Benefit or Vested
     Survivor's Benefit is more than Five Thousand Dollars ($5,000.00) but not
     more than Ten Thousand Dollars ($10,000.00) at any time after the
     Participant's death and before the commencement of such benefit, the
     benefit shall be distributed in a single lump sum if such distribution is
     requested in writing by the Participant's surviving Spouse.

          For purposes of calculating the present value of a Participant's
     vested benefits, the Spouse's Benefit or the Vested Survivor's Benefit, the
     actuarial assumptions incorporated by reference in Section 2.1(c) of the

     Retirement Plan shall be used, but in no event shall such present value be
     less than the present value calculated using the "applicable interest rate"
     and "applicable mortality table," as defined in Section 5.16 of the
     Retirement Plan.

     4. Except as otherwise expressly provided herein, this Amendment shall be
effective January 1, 2002.

     Except as amended hereby, the Company ratifies and confirms the Plan as
amended and restated effective January 1, 2000, and as thereafter amended.


                                Dated: December 19, 2001


                                PINNACLE WEST CAPITAL CORPORATION


                                By Armando B. Flores
                                   Its Executive Vice President,
                                       Corporate Business Services