                                                                    Exhibit 10.2

                       James M. Levine Retirement Benefits

     Effective January 1, 2002, James M. Levine received an additional five
years of service for purposes of calculating the annual benefits that would be
provided to Mr. Levine under the Pinnacle West Capital Corporation Employees'
Retirement Plan and the Pinnacle West Capital Corporation Supplemental Excess
Benefit Retirement Plan. Accordingly, Mr. Levine's credited years of service
increased from thirteen to eighteen. In addition, also beginning in 2002, the
percentage of Mr. Levine's annual compensation payable to him at age 65
following his retirement will increase by three percent (3%) per year, up to a
maximum of 70%, rather than the current two percent (2%) per year, from its
present level of forty-six percent (46%). The Board of Directors of Pinnacle
West Capital Corporation approved the foregoing changes to Mr. Levine's
retirement benefits on June 19, 2002.



