Exhibit 4.2

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                         ARIZONA PUBLIC SERVICE COMPANY
               (formerly Central Arizona Light and Power Company)

                                       TO

                              THE BANK OF NEW YORK


                                      AS TRUSTEE UNDER CENTRAL ARIZONA LIGHT AND
                                               POWER COMPANY'S MORTGAGE AND DEED
                                             OF TRUST, DATED AS OF JULY 1, 1946.


                                 ---------------


                      Fifty-Seventh Supplemental Indenture


                                 ---------------


                            DATED AS OF MARCH 1, 2003


                       This Mortgage covers real property,
                         personal property and chattels.


              This instrument and the above-mentioned Mortgage and
           Deed of Trust contain after-acquired property provisions.

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<PAGE>
                      FIFTY-SEVENTH SUPPLEMENTAL INDENTURE

                                 ---------------

     INDENTURE, dated as of the 1st day of March, 2003, made and entered into by
and between  ARIZONA  PUBLIC  SERVICE  COMPANY,  a  corporation  of the State of
Arizona,  the  principal  place of business and mailing  address of which is 400
North Fifth Street,  Phoenix,  Arizona 85004  (hereinafter  sometimes called the
Company),  party of the first part, and THE BANK OF NEW YORK, a New York banking
corporation,  the  mailing  address of which is 385 Rifle Camp Road,  3rd Floor,
West  Paterson,  New Jersey 07424  (hereinafter  sometimes  called the Trustee),
party of the second part, as Trustee under the Mortgage and Deed of Trust, dated
as of July 1,  1946  (hereinafter  called  the  Mortgage),  which  Mortgage  was
executed and  delivered by the Company  under its former name,  Central  Arizona
Light and Power  Company,  to secure the payment of bonds issued or to be issued
under and in accordance with the provisions of the Mortgage,  reference to which
said  Mortgage  is  hereby  made,   this  Indenture   (hereinafter   called  the
Fifty-seventh Supplemental Indenture) being supplemental thereto;

     WHEREAS,  said  Mortgage was recorded and filed in Counties in the State of
Arizona as follows:

<TABLE>
<CAPTION>
                                                                              FILED AND ABSTRACTED
                                                RECORDED AS REAL MORTGAGE     AS CHATTEL MORTGAGE
                                               ---------------------------    --------------------
                                                                                 CHATTEL
                                                 DATE      BOOK OR              MORTGAGE
                    COUNTY                     RECORDED     DOCKET    PAGE        BOOK      PAGE
                    ------                     --------     ------    ----        ----      ----
<S>                                            <C>         <C>        <C>         <C>       <C>
     Apache...........................          7-28-50      16          1          9        154
     Cochise..........................           2-3-53      80         28         19        292
     Coconino.........................          1-20-53      39          1         10        286
     Gila.............................          1-17-53      32         84         17         --
     Graham...........................          12-3-63      92         87         15        223
     Maricopa.........................           8-6-46     408        163         92        204
     Mohave...........................         11-13-57      28         68         12        13
     Navajo...........................         10-14-49      31        483         16        521
     Pima.............................          1-24-53     558        351         14         --
     Pinal............................         10-25-52      68         31         12        591
     Yavapai..........................           8-7-46      79          1         12        223
     Yuma.............................           8-1-47      58        173         21        265

and in Counties in the State of New Mexico as follows:

     McKinley.........................          5-31-61      36        153          4        295
     San Juan.........................          1-31-61     472        140          (No. 72441)
</TABLE>

the copy  recorded  in Yuma  County,  Arizona  also being  effective  for La Paz
County,  Arizona,  formed on December 31, 1982; and copies of said Mortgage were
filed with the office of the Bureau of Indian  Affairs at Window Rock,  Arizona,
and with the Navajo Tribe of Indians at Window Rock, Arizona, and in the offices
of the Secretary of State and the State Land  Department of the State of Arizona
(all the said  counties  and the said  offices  above  referred to being  herein
referred to as "jurisdictions"); and

     WHEREAS, by the Mortgage,  the Company covenanted that it would execute and
deliver such supplemental  indenture or indentures and such further  instruments
and do such  further  acts as might be  necessary  or  proper  to carry out more
effectually  the purposes of the Mortgage and to make subject to the Lien of the

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Mortgage any property thereafter  acquired,  made or constructed and intended to
be subject to the Lien thereof; and

     WHEREAS,  the Company has executed and  delivered to the Trustee  fifty-six
indentures  supplemental to the Mortgage  (hereinafter  respectively  called the
First through the Fifty-sixth  Supplemental  Indentures) dated as of December 1,
1947,  April 1, 1949,  February  1, 1950,  December  1, 1950,  February 1, 1953,
November 1, 1953,  March 1, 1954,  October 1, 1957,  March 1, 1959,  November 1,
1961,  June 1, 1962,  December 1, 1962,  September  1, 1963,  September 1, 1967,
April 1, 1970, March 15, 1972,  April 1, 1974,  February 15, 1975, June 1, 1975,
November 15, 1975, April 15, 1977,  January 15, 1978, March 1, 1979, October 15,
1979, May 15, 1980,  February 2, 1982, April 15, 1982, July 1, 1983, October 15,
1983, June 15, 1984,  January 15, 1985, May 1, 1985,  June 1, 1985,  November 1,
1985,  January 15, 1986,  March 1, 1986, May 1, 1986,  February 1, 1987, June 1,
1987,  November 15, 1987, April 1, 1989,  February 15, 1990, May 15, 1990, April
15, 1991,  December 15, 1991,  January 15, 1992,  March 1, 1992,  June 15, 1992,
February 1, 1993, August 1, 1993,  August 1, 1993,  September 15, 1993, March 1,
1994,  November 15, 1996, April 1, 1997, and November 1, 2002, each of which has
been or will be  recorded  or filed in, or a  recording  or filing is or will be
effective with respect to, each jurisdiction referred to above; and

     WHEREAS,  in  addition  to  the  property  described  in the  Mortgage,  as
heretofore  supplemented  and amended,  the Company has acquired  certain  other
property, rights and interests in property; and

     WHEREAS,  the  Company  has  heretofore  issued,  in  accordance  with  the
provisions of the Mortgage, as heretofore  supplemented and amended,  bonds of a
series  entitled and  designated  First Mortgage  Bonds,  2-3/4% Series due 1976
(hereinafter  called the bonds of the First Series),  in the aggregate principal
amount of Eight Million Five Hundred Thousand Dollars  ($8,500,000);  bonds of a
series  entitled and  designated  First Mortgage  Bonds,  3-1/8% Series due 1977
(hereinafter  called the bonds of the Second Series), in the aggregate principal
amount of Two Million Five Hundred  Thousand  Dollars  ($2,500,000);  bonds of a
series  entitled  and  designated  First  Mortgage  Bonds,  3%  Series  due 1979
(hereinafter  called the bonds of the Third Series),  in the aggregate principal
amount of Four  Million  Dollars  ($4,000,000);  bonds of a series  entitled and
designated First Mortgage Bonds,  2-3/4% Series due 1980 (hereinafter called the
bonds of the Fourth Series),  in the aggregate  principal amount of Five Million
Dollars  ($5,000,000);  bonds of a series entitled and designated First Mortgage
Bonds,  2-7/8%  Series  due 1980  (hereinafter  called  the  bonds of the  Fifth
Series), in the aggregate principal amount of Six Million Dollars  ($6,000,000);
bonds of a series entitled and designated  First Mortgage  Bonds,  3-1/2% Series
due 1983  (hereinafter  called the bonds of the Sixth Series),  in the aggregate
principal   amount  of  Fourteen   Million   Five   Hundred   Thousand   Dollars
($14,500,000); bonds of a series entitled and designated First Mortgage Bonds, 3
1/2% Series due  November 1, 1983  (hereinafter  called the bonds of the Seventh
Series),  in the  aggregate  principal  amount  of Five  Million  Seven  Hundred
Twenty-three  Thousand  Dollars  ($5,723,000);  bonds of a series  entitled  and
designated First Mortgage Bonds,  3-1/4% Series due 1984 (hereinafter called the
bonds of the  Eighth  Series),  in the  aggregate  principal  amount of  Fifteen
Million Dollars  ($15,000,000);  bonds of a series entitled and designated First
Mortgage  Bonds,  5-1/8%  Series due 1987  (hereinafter  called the bonds of the
Ninth Series),  in the aggregate  principal  amount of Fifteen  Million  Dollars
($15,000,000);  bonds of a series entitled and designated  First Mortgage Bonds,
4.70% Series due 1989 (hereinafter called the bonds of the Tenth Series), in the
aggregate principal amount of Twenty Million Dollars  ($20,000,000);  bonds of a
series  entitled and  designated  First  Mortgage  Bonds,  4.80% Series due 1991
(hereinafter  called  the  bonds  of the  Eleventh  Series),  in  the  aggregate
principal amount of Thirty-five Million Dollars ($35,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 4.45% Series due 1992 (hereinafter
called the bonds of the Twelfth  Series),  in the aggregate  principal amount of
Twenty-five  Million  Dollars  ($25,000,000);  bonds  of a series  entitled  and

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<PAGE>
designated First Mortgage Bonds,  4.40% Series due 1992 (hereinafter  called the
bonds  of  the  Thirteenth   Series),  in  the  aggregate  principal  amount  of
Twenty-five  Million  Dollars  ($25,000,000);  bonds  of a series  entitled  and
designated First Mortgage Bonds,  4.50% Series due 1993 (hereinafter  called the
bonds of the Fourteenth  Series),  in the aggregate  principal amount of Fifteen
Million Dollars  ($15,000,000);  bonds of a series entitled and designated First
Mortgage  Bonds,  6.25%  Series  due 1997  (hereinafter  called the bonds of the
Fifteenth  Series),  in the aggregate  principal  amount of Twenty-five  Million
Dollars ($25,000,000);  bonds of a series entitled and designated First Mortgage
Bonds,  8.50%  Series due 1975  (hereinafter  called the bonds of the  Sixteenth
Series),   in  the  aggregate   principal   amount  of  Thirty  Million  Dollars
($30,000,000);  bonds of a series entitled and designated  First Mortgage Bonds,
7.45% Series due 2002 (hereinafter called the bonds of the Seventeenth  Series),
in the aggregate principal amount of Sixty Million Dollars ($60,000,000);  bonds
of a series entitled and designated First Mortgage Bonds,  6.20% Series due 2004
(hereinafter  called  the  bonds of the  Eighteenth  Series),  in the  aggregate
principal  amount  of Fifty  Million  Dollars  ($50,000,000);  bonds of a series
entitled and designated First Mortgage Bonds, 9.50% Series due 1982 (hereinafter
called the bonds of the Nineteenth Series), in the aggregate principal amount of
One Hundred  Million  Dollars  ($100,000,000);  bonds of a series  entitled  and
designated First Mortgage Bonds,  9.80% Series due 1980 (hereinafter  called the
bonds  of  the  Twentieth  Series),   in  the  aggregate   principal  amount  of
Seventy-five  Million  Dollars  ($75,000,000);  bonds of a series  entitled  and
designated First Mortgage Bonds, 10.625% Series due 2000 (hereinafter called the
bonds  of  the  Twenty-first  Series),  in the  aggregate  principal  amount  of
Seventy-five  Million  Dollars  ($75,000,000);  bonds of a series  entitled  and
designated First Mortgage Bonds, 6.45% Series A due 2007 (hereinafter called the
bonds  of the  Twenty-second  Series),  in the  aggregate  principal  amount  of
Thirteen  Million  Dollars  ($13,000,000);   bonds  of  a  series  entitled  and
designated First Mortgage Bonds, 6.45% Series B due 2007 (hereinafter called the
bonds of the Twenty-third  Series),  in the aggregate principal amount of Thirty
Million Dollars  ($30,000,000);  bonds of a series entitled and designated First
Mortgage  Bonds,  6%  Series A due 2008  (hereinafter  called  the  bonds of the
Twenty-fourth  Series), in the aggregate principal amount of Thirty-four Million
Dollars ($34,000,000);  bonds of a series entitled and designated First Mortgage
Bonds,  9.95% Series due 2004 (hereinafter  called the bonds of the Twenty-fifth
Series),  in the aggregate  principal  amount of  Seventy-five  Million  Dollars
($75,000,000);  bonds of a series entitled and designated  First Mortgage Bonds,
12-1/8%  Series  due 2009  (hereinafter  called  the  bonds of the  Twenty-sixth
Series),  in the aggregate  principal  amount of  Seventy-five  Million  Dollars
($75,000,000);  bonds of a series entitled and designated  First Mortgage Bonds,
12-7/8%  Series due 2000  (hereinafter  called  the bonds of the  Twenty-seventh
Series),  in the aggregate  principal amount of One Hundred  Eighty-five Million
Dollars ($185,000,000); bonds of a series entitled and designated First Mortgage
Bonds,   10-3/8%  Series  due  1985   (hereinafter   called  the  bonds  of  the
Twenty-eighth  Series),  in the aggregate  principal amount of Sixty Million Two
Hundred Fifty Thousand  Dollars  ($60,250,000);  bonds of a series  entitled and
designated  First Mortgage Bonds,  16% Series due 1992  (hereinafter  called the
bonds of the  Twenty-ninth  Series),  in the aggregate  principal  amount of One
Hundred  Million  Dollars  ($100,000,000);   bonds  of  a  series  entitled  and
designated First Mortgage Bonds, 12-3/4% Series due 2013 (hereinafter called the
bonds of the Thirtieth Series), in the aggregate principal amount of One Hundred
Million Dollars ($100,000,000);  bonds of a series entitled and designated First
Mortgage  Bonds,  13-1/2% Series due 2013  (hereinafter  called the bonds of the
Thirty-first  Series),  in the aggregate principal amount of One Hundred Million
Dollars ($100,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 15% Series due 1994  (hereinafter  called the bonds of the  Thirty-second
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
12% Series due 1995 (hereinafter  called the bonds of the Thirty-third  Series),
in the aggregate  principal  amount of  One Hundred  Twenty-five Million Dollars
($125,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
13-1/4%  Series  due 2007  (hereinafter  called  the bonds of the  Thirty-fourth
Series),   in  the  aggregate   principal   amount  of  Fifty  Million   Dollars
($50,000,000);  bonds of a series entitled and designated  First Mortgage Bonds,
11-1/2%  Series  due 2015  (hereinafter  called  the  bonds of the  Thirty-fifth
Series),  in the aggregate principal amount of One Hundred Fifty Million Dollars
($150,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
11-1/2%  Series  due  November  1,  2015  (hereinafter  called  the bonds of the
Thirty-sixth  Series),  in the aggregate principal amount of One Hundred Million
Dollars ($100,000,000); bonds of a series entitled and designated First Mortgage

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<PAGE>
Bonds, 11% Series due 2016 (hereinafter  called the bonds of the  Thirty-seventh
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
9-1/4%  Series  due 1996  (hereinafter  called  the  bonds of the  Thirty-eighth
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
9% Series due 1996 (hereinafter called the bonds of the Thirty-ninth Series), in
the  aggregate  principal  amount of One  Hundred  Twenty-five  Million  Dollars
($125,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
9% Series due 2017 (hereinafter called the bonds of the Fortieth Series), in the
aggregate principal amount of One Hundred Fifty Million Dollars  ($150,000,000);
bonds of a series entitled and designated  First Mortgage  Bonds,  9-7/8% Series
due 1997  (hereinafter  called  the  bonds of the  Forty-first  Series),  in the
aggregate   principal  amount  of  One  Hundred   Twenty-five   Million  Dollars
($125,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
10-3/4%  Series  due 2017  (hereinafter  called  the  bonds of the  Forty-second
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
10-3/4%  Series  due 2019  (hereinafter  called  the  bonds  of the  Forty-third
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
10-1/4%  Series  due 2000  (hereinafter  called  the  bonds of the  Forty-fourth
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
10 1/4%  Series  due 2020  (hereinafter  called  the  bonds  of the  Forty-fifth
Series),  in the aggregate  principal amount of One Hundred  Twenty-five Million
Dollars ($125,000,000); bonds of a series entitled and designated First Mortgage
Bonds,  9-1/2% Series due 2021 (hereinafter  called the bonds of the Forty-sixth
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
9% Series due 2021 (hereinafter  called the bonds of the Forty-seventh  Series),
in  the  aggregate  principal  amount  of  One  Hundred  Fifty  Million  Dollars
($150,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
7-1/8% Series due 1997, in the aggregate  principal  amount of One Hundred Fifty
Million  Dollars  ($150,000,000),  and bonds of a series entitled and designated
First Mortgage Bonds,  8-3/4% Series due 2024, in the aggregate principal amount
of  One  Hundred  Seventy-five  Million  Dollars   ($175,000,000)   (hereinafter
collectively  called the bonds of the  Forty-eighth  Series);  bonds of a series
entitled and  designated  First Mortgage  Bonds,  7-5/8% Series due 1998, in the
aggregate  principal amount of One Hundred Million Dollars  ($100,000,000),  and
bonds of a series entitled and designated  First Mortgage  Bonds,  8-1/8% Series
due 2002, in the aggregate  principal amount of One Hundred  Twenty-five Million
Dollars  ($125,000,000)  (hereinafter  collectively  called  the  bonds  of  the
Forty-ninth  Series);  bonds of a series entitled and designated  First Mortgage
Bonds,  7-5/8%  Series due 1999  (hereinafter  called the bonds of the  Fiftieth
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
8% Series due 2025 (hereinafter called the bonds of the Fifty-first  Series), in
the  aggregate   principal   amount  of  One  Hundred   Fifty  Million   Dollars
($150,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
7-1/4%  Series  due 2023  (hereinafter  called  the  bonds  of the  Fifty-second
Series),  in the  aggregate  principal  amount of One  Hundred  Million  Dollars
($100,000,000);  bonds of a series entitled and designated First Mortgage Bonds,
5-7/8% Series due 2028 (hereinafter called bonds of the Fifty-third  Series), in
the aggregate  principal  amount of Twelve  Million Eight Hundred Fifty Thousand
Dollars ($12,850,000);  bonds of a series entitled and designated First Mortgage
Bonds,  5-7/8%  Series due 2028  (hereinafter  called bonds of the  Fifty-fourth
Series),  in the aggregate principal amount of One Hundred Forty-one Million One
Hundred Fifty Thousand  Dollars  ($141,150,000);  bonds of a series entitled and
designated  First Mortgage  Bonds,  5-1/2% Series due 2028  (hereinafter  called
bonds  of the  Fifty-  fifth  Series),  in the  aggregate  principal  amount  of
Twenty-five  Million  Dollars  ($25,000,000);  bonds  of a series  entitled  and
designated  First Mortgage  Bonds,  5-3/4% Series due 2000  (hereinafter  called
bonds of the  Fifty-sixth  Series)  in the  aggregate  principal  amount  of One
Hundred  Million  Dollars  ($100,000,000);   bonds  of  a  series  entitled  and
designated  First Mortgage  Bonds,  6-5/8% Series due 2004  (hereinafter  called
bonds of the  Fifty-seventh  Series) in the  aggregate  principal  amount of One

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Hundred  Million  Dollars  ($100,000,000);   bonds  of  a  series  entitled  and
designated First Mortgage Bonds,  Senior Note Series A (hereinafter called bonds
of the  Fifty-eighth  Series) in the aggregate  principal  amount of One Hundred
Million Dollars ($100,000,000);  bonds of a series entitled and designated First
Mortgage  Bonds,   Senior  Note  Series  B  (hereinafter  called  bonds  of  the
Fifth-ninth  Series) in the aggregate  principal amount of Fifty Million Dollars
($50,000,000);  and bonds of a series  entitled and  designated  First  Mortgage
Bonds, Senior Note Series C (hereinafter called bonds of the Sixtieth Series) in
the aggregate principal amount of Ninety Million Dollars ($90,000,000); and

     WHEREAS, said The Bank of New York, by an instrument in writing,  effective
on the opening of business on September  29, 1995,  succeeded to Bank of America
National  Trust and Savings  Association  as Trustee  under the  Mortgage;  and,
pursuant to Section 104 of the  Mortgage,  The Bank of New York is the successor
Trustee under the Mortgage; and

     WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds  (other  than  bonds  of the  First  Series)  issued  thereunder  shall be
established  by Resolution of the Board of Directors of the Company and that the
form of each series,  as established  by said Board of Directors,  shall specify
the descriptive title of the bonds and various other terms thereof, and may also
contain such provisions not inconsistent  with the provisions of the Mortgage as
the Board of  Directors  may, in its  discretion,  cause to be inserted  therein
expressing or referring to the terms and conditions upon which such bonds are to
be issued and/or secured under the Mortgage; and

     WHEREAS, Section 120 of the Mortgage provides, among other things, that any
power,  privilege  or right  expressly  or  impliedly  reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted,  may be in whole
or in part waived or surrendered or subjected to any  restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter  into any  further  covenants,  limitations  or  restrictions  for the
benefit of any one or more series of bonds issued thereunder, or the Company may
cure any ambiguity contained therein, or in any supplemental  indenture,  or may
establish the terms and  provisions of any series of bonds other than said First
Series,  by an instrument in writing executed and acknowledged by the Company in
such  manner as would be  necessary  to entitle a  conveyance  of real estate to
record in all of the  states in which any  property  at the time  subject to the
Lien of the Mortgage shall be situated; and

     WHEREAS,  the  Company  now  desires  to create a new series of bonds to be
issued under and pursuant to the Mortgage in accordance  with the  provisions of
Article VI thereof,  and to add to its covenants and agreements contained in the
Mortgage,  as heretofore  supplemented and amended,  certain other covenants and
agreements  to be observed by it and to alter and amend in certain  respects the
covenants and provisions contained in the Mortgage,  as heretofore  supplemented
and amended; and

     WHEREAS,  Maricopa  County,  Arizona  Pollution  Control  Corporation  (the
"Issuer") has issued  Fifty-Seven  Million  Dollars  ($57,000,000)  in aggregate
principal amount of the Maricopa County,  Arizona Pollution Control  Corporation
Pollution  Control Revenue  Refunding Bonds (Arizona Public Service Company Palo
Verde Project) 1994 Series C (the "Maricopa Bonds") pursuant to the Indenture of
Trust  dated as of May 1,  1994 (as  amended  from time to time,  the  "Maricopa
Indenture")  between the Issuer and The Bank of New York,  as trustee  (together
with its successors in such capacity, the "Maricopa Trustee"). The Issuer loaned
the proceeds of the Maricopa Bonds to the Company pursuant to the Loan Agreement
dated as of May 1, 1994 between the Issuer and the Company (as amended from time
to time,  the "Loan  Agreement"),  and the  Company  agreed to make  payments of
principal, premium, if any, and interest on, and purchase price of, the Maricopa
Bonds from time to time when due, to the extent  that  monies for such  payments
are not otherwise available pursuant to the terms of the Maricopa Indenture (the
"Loan Agreement Payment Obligations"); and

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<PAGE>
     WHEREAS, pursuant to the provisions of the Maricopa Indenture, the Maricopa
Bonds will bear  interest at a Term Rate (as defined in the Maricopa  Indenture)
during  the period  beginning  March 6, 2003 and ending on March 4, 2004 or such
earlier  termination  date as may occur  pursuant  to the terms of the  Maricopa
Indenture (the "Term Rate Period"); and

     WHEREAS,   in  order  to  secure  the  Company's  Loan  Agreement   Payment
Obligations  to and including the  hereinafter  defined  Termination  Date,  the
Company  desires to provide for the issuance  under the Mortgage of a new series
of bonds designated "1.70% First Mortgage Bonds,  Maricopa 1994 Series C, having
the same rate of interest,  payment dates and redemption  and tender  provisions
and in the same aggregate principal amount as the Maricopa Bonds; and

     WHEREAS,  the execution  and delivery by the Company of this  Fifty-seventh
Supplemental  Indenture,  and the terms of the bonds of the  Sixty-first  Series
hereinafter  referred to, have been duly authorized by the Board of Directors of
the Company by appropriate Resolutions of said Board of Directors;

     NOW  THEREFORE,  THIS  INDENTURE  WITNESSETH:  That Arizona  Public Service
Company,  in  consideration of the premises and of One Dollar to it duly paid by
the  Trustee at or before the  ensealing  and  delivery of these  presents,  the
receipt whereof is hereby acknowledged,  and in further evidence of assurance of
the estate,  title and rights of the Trustee and in order  further to secure the
payment of both the principal of and interest and premium,  if any, on the bonds
from time to time  heretofore,  herewith or hereafter issued under the Mortgage,
according to their tenor and effect,  and the  performance of all the provisions
of  the  Mortgage  (including  any  instruments  supplemental  thereto  and  any
modifications  made  as in the  Mortgage  provided)  and of said  bonds,  hereby
grants,  bargains,  sells, releases,  conveys,  assigns,  transfers,  mortgages,
pledges,  sets over and confirms (subject,  however, to Excepted Encumbrances as
defined in Section 6 of the Mortgage and to the liens permitted by Section 36 of
the Mortgage)  unto The Bank of New York, as Trustee under the Mortgage,  and to
its  successor  or  successors  in  said  trust,  and to  said  Trustee  and its
successors and assigns forever,  all the properties of the Company  described in
the Mortgage,  as heretofore  supplemented  and amended  (except any  properties
which have been released from the Lien of the Mortgage),  and all the properties
specifically described in Article V hereof.

     Also all other  property,  real,  personal and mixed, of the kind or nature
specifically  mentioned  in  Article  V hereof  or of any  other  kind or nature
(except any herein or in the Mortgage,  as heretofore  supplemented and amended,
expressly excepted and except any which may not lawfully be mortgaged or pledged
hereunder), now owned or, subject to the provisions of subsection (I) of Section
87  of  the   Mortgage,   hereafter   acquired  by  the  Company  (by  purchase,
consolidation, merger, donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or impairing by the
enumeration  of the same the scope and intent of the foregoing or of any general
description contained in this Fifty-seventh  Supplemental  Indenture) all lands,
power  sites,   flowage   rights,   water   rights,   water   locations,   water
appropriations,  ditches, flumes, reservoirs, reservoir sites, canals, raceways,
dams,  dam sites,  aqueducts,  and all other rights or means for  appropriating,
conveying,  storing and supplying water; all rights of way and roads; all plants
for the generation of electricity by steam,  water and/or other power; all power
houses,  gas plants,  street  lighting  systems,  standards and other  equipment
incidental thereto,  telephone,  radio and television systems,  air-conditioning
systems and equipment incidental thereto, water works, water systems, steam heat
and hot water plants,  substations,  lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment,  offices, buildings
and other structures and equipment  thereof;  all machinery,  engines,  boilers,
dynamos,  electric, gas and other machines,  regulators,  meters,  transformers,
generators, motors, electrical, gas and mechanical appliances, conduits, cables,
water,  steam heat,  gas or other  pipes,  gas mains and pipes,  service  pipes,
fittings,  valves and connections,  pole and transmission lines, wires,  cables,
tools, implements,  apparatus, furniture and chattels; all franchises,  consents
or permits; all lines for the transmission and distribution of electric current,

                                       7
<PAGE>
gas, steam heat or water for any purpose including towers, poles, wires, cables,
pipes,  conduits,  ducts and all apparatus for use in connection therewith;  all
real  estate,  lands,  easements,  servitudes,  licenses,  permits,  franchises,
privileges,  rights of way and other  rights in or relating to public or private
property,  real or personal,  or the  occupancy of such  property and (except as
herein or in the Mortgage,  as heretofore  supplemented  and amended,  expressly
excepted)  all the  right,  title  and  interest  the  Company  may now  have or
hereafter  acquire  in and to any  and  all  property  of  any  kind  or  nature
appertaining  to and/or used and/or  occupied  and/or enjoyed in connection with
any property  hereinbefore or in the Mortgage,  as heretofore  supplemented  and
amended, described.

     TOGETHER WITH all and singular the tenements, hereditaments, prescriptions,
servitudes  and  appurtenances  belonging  or in  anywise  appertaining  to  the
aforementioned  property or any part thereof, with the reversion and reversions,
remainder  and  remainders  and (subject to the  provisions of Section 57 of the
Mortgage) the tolls, rents,  revenues,  issues,  earnings,  income,  product and
profits  thereof,  and  all  the  estate,   right,  title,  interest  and  claim
whatsoever,  at law as well  as in  equity,  which  the  Company  now has or may
hereafter acquire in and to the aforementioned property and franchises and every
part and parcel thereof.

     IT IS HEREBY  AGREED by the  Company  that,  subject to the  provisions  of
subsection (I) of Section 87 of the Mortgage and to the extent permitted by law,
all the property,  rights and  franchises  acquired by the Company (by purchase,
consolidation,  merger,  donation,  construction,  erection or in any other way)
after the date  hereof,  except any  herein or in the  Mortgage,  as  heretofore
supplemented and amended,  expressly excepted, shall be and are as fully granted
and conveyed hereby and as fully embraced within the lien hereof and the Lien of
the Mortgage as if such property,  rights and  franchises  were now owned by the
Company and were specifically described herein and conveyed hereby.

     PROVIDED  that  the  following  are not and are not  intended  to be now or
hereafter granted, bargained, sold, released, conveyed,  assigned,  transferred,
mortgaged,  pledged,  set over or confirmed  hereunder and are hereby  expressly
excepted  from  the  lien  and  operation  of  this  Fifty-seventh  Supplemental
Indenture  and from the Lien and  operation  of the  Mortgage,  viz.:  (1) cash,
shares of stock,  bonds,  notes and other  obligations and other  securities not
hereafter  specifically pledged,  paid,  deposited,  delivered or held under the
Mortgage  or  covenanted  so  to  be;  (2)  merchandise,  equipment,  apparatus,
materials or supplies held for the purpose of sale or other  disposition  in the
usual  course  of  business;  fuel,  oil  and  similar  materials  and  supplies
consumable  in  the  operation  of  any  of  the   properties  of  the  Company;
construction  equipment  acquired for  temporary  use; all  aircraft,  tractors,
rolling stock, trolley coaches, buses, motor coaches, automobiles,  motor trucks
and other  vehicles and materials and supplies held for the purpose of repairing
or replacing (in whole or part) any of the same; all timber,  minerals,  mineral
rights and royalties and all Natural Gas and Oil Production Property, as defined
in  Section  4 of the  Mortgage;  (3)  bills,  notes  and  accounts  receivable,
judgments,  demands  and  chooses  in  action,  and all  contracts,  leases  and
operating  agreements not specifically  pledged under the Mortgage or covenanted
so to be; (4) the last day of the term of any lease or leasehold which may be or
become subject to the Lien of the Mortgage; (5) electric energy, gas, steam, ice
and other materials or products generated, manufactured,  produced, purchased or
acquired by the Company for sale,  distribution or use in the ordinary course of
its business;  and (6) the Company's  franchise to be a  corporation;  PROVIDED,
HOWEVER,  that the  property  and rights  expressly  excepted  from the Lien and
operation  of the Mortgage in the above  subdivisions  (2) and (3) shall (to the
extent permitted by law) cease to be so excepted in the event and as of the date
that the Trustee or a receiver or trustee  shall enter upon and take  possession
of the Mortgaged and Pledged  Property in the manner provided in Article XIII of
the Mortgage by reason of the  occurrence  of a Default as defined in Section 65
thereof.

     TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred,  mortgaged, pledged,
set over or  confirmed by the Company as  aforesaid,  or intended so to be, unto
The Bank of New York, the Trustee, and its successors and assigns forever.

                                       8
<PAGE>
     IN TRUST  NEVERTHELESS,  for the  same  purposes  and upon the same  terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as supplemented and amended.

     AND IT IS HEREBY COVENANTED by the Company that all the terms,  conditions,
provisos,  covenants and provisions  contained in the Mortgage,  as supplemented
and amended,  shall affect and apply to the property hereinbefore  described and
conveyed and to the estate,  rights,  obligations  and duties of the Company and
the Trustee and the  beneficiaries  of the trust with respect to said  property,
and to the Trustee and its  successors  as Trustee of said  property in the same
manner and with the same  effect as if the said  property  had been owned by the
Company at the time of the  execution of the Mortgage and had been  specifically
and at length  described  in and  conveyed to said  Trustee by the Mortgage as a
part of the property therein stated to be conveyed.

     The Company  further  covenants  and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:

                                   ARTICLE I.
                          SIXTY-FIRST SERIES OF BONDS.

     SECTION  1.  There  shall be a  series  of bonds  designated  "1.70%  First
Mortgage Bonds, Maricopa 1994 Series C (hereinafter sometimes referred to as the
"Sixty-first Series" or the "Bonds"),  limited to the aggregate principal amount
of  $57,000,000,  each of which  shall  also bear the  descriptive  title  First
Mortgage Bond, and the form thereof, which shall be established by Resolution of
the Board of Directors of the Company,  shall contain  suitable  provisions with
respect to the matters  hereinafter  specified in this  Supplemental  Indenture.
Bonds of the Sixty-first  Series shall be dated as provided in Section 10 of the
Mortgage;  shall be  issued  as a single  fully  registered  bond,  and shall be
registered  in the name of the  Maricopa  Trustee;  shall  evidence,  secure and
provide for the payment of the Company's Loan Agreement Payment Obligations; and
shall be payable on each date provided in or pursuant to the Maricopa  Indenture
for the payment of principal  (whether upon redemption or acceleration)  of, and
interest  on, the  Maricopa  Bonds,  until the  principal of and interest on the
Maricopa  Bonds shall have been fully paid or provision for the payment  thereof
shall have been made in accordance  with the Maricopa  Indenture,  in the amount
then payable as principal and interest upon the Maricopa Bonds; and on each date
provided  in or  pursuant  to the  Maricopa  Indenture  for the  payment  of the
purchase price of the Maricopa  Bonds  tendered for purchase in accordance  with
Section 2.01(d) or Section 2.01(e) of the Maricopa Indenture, in the amount then
payable as such purchase  price of the tendered  Maricopa  Bonds,  to the extent
proceeds of the remarketing of such tendered  Maricopa Bonds are insufficient to
pay the  purchase  price  thereof;  provided,  however,  that  the  Bonds  shall
terminate  and expire  and shall be of no further  force and effect at 5:00 p.m.
Eastern Standard Time on the Termination Date (defined below). The principal and
purchase  price of and  interest on the Bonds shall be payable by the Company to
the Maricopa Trustee,  as pledgee and assignee of the Issuer, in accordance with
the requirements of the Maricopa  Indenture.  All payments by the Company on the
Bonds shall be made on or prior to the due date thereof.

     The Bonds of the Sixty-first Series will terminate and expire, and be of no
further force and effect,  at 5:00 p.m. Eastern Standard Time on the earlier of:
(1) the  effective  date of the first Rate  Period (as  defined in the  Maricopa
Indenture)  immediately  following  the Term Rate  Period and (2) the first date
during or after the Term Rate Period on which the Maricopa  Bonds are subject to
mandatory tender pursuant to Section 2.01(e) of the Maricopa Indenture,  in each
case, as long as tendering holders of Maricopa Bonds have been paid the purchase

                                       9
<PAGE>
price for the  Maricopa  Bonds  pursuant  to any  optional or  mandatory  tender
occurring on the Termination Date and the Company is not otherwise in default in
its Loan Agreement  Payment  Obligations under Section 4.2 of the Loan Agreement
on such date.  In the event that on the date  specified  in clause (1) or (2) of
the immediately preceding sentence, tendering holders of Maricopa Bonds have not
been paid the  purchase  price for  tendered  Maricopa  Bonds or the  Company is
otherwise in default in such Loan Agreement Payment Obligations,  the Bonds will
terminate  and  expire  on the  first  date  thereafter  on which  such  payment
obligations have been satisfied.  Such date of termination and expiration of the
Bonds is herein referred to as the "Termination Date."

     The Company  shall have no  obligation to make payments with respect to the
Bonds unless and until,  and only to the extent that,  payments shall be due and
payable  on the  Maricopa  Bonds to and  including  the  Termination  Date.  Any
provision  hereof to the contrary  notwithstanding,  the Company shall receive a
credit against its obligation to make any payment of interest on the Bonds in an
amount  equal to the amount,  if any,  held by the  Maricopa  Trustee  under the
Maricopa  Indenture  on  deposit in the Bond Fund (as  defined  in the  Maricopa
Indenture)  and  available  to make the  corresponding  payment on the  Maricopa
Bonds. In addition, the Company shall receive a credit against its obligation to
make any payment of  principal  or  purchase  price of the Bonds,  whether  upon
redemption,  acceleration  or tender of the Maricopa  Bonds or otherwise,  in an
amount  equal to the amount,  if any,  held by the  Maricopa  Trustee  under the
Maricopa  Indenture  on  deposit  in said  Bond Fund and  available  to make the
corresponding payment on the Maricopa Bonds.

     The Company  covenants and agrees that,  prior to the Termination  Date, it
will not take any action (except as described  herein or as  contemplated in the
Maricopa  Indenture  or the Loan  Agreement)  that would  cause the  outstanding
principal  amount  of the  Bonds of the  Sixty-first  Series to be less than the
outstanding principal amount of the Maricopa Bonds.

     SECTION  2.  Upon  payment  of the  principal  of and  interest  due on the
Maricopa Bonds, whether by acceleration or otherwise,  or upon provision for the
payment  thereof  having been made in  accordance  with the Maricopa  Indenture,
whether with payments  made pursuant to the Bonds or with other funds  available
for such payment,  Bonds in a principal  amount equal to the principal amount of
Maricopa  Bonds so paid or for which such  provision  for  payment has been made
shall be deemed fully paid,  satisfied and discharged and the obligations of the
Company  thereunder  shall be terminated  and such Bonds shall be surrendered to
and  cancelled  by the  Trustee.  The Company  will issue and the  Trustee  will
authenticate a new Bond for the unpaid portion thereof.

     SECTION 3. Bonds of the  Sixty-first  Series  shall be held by the Maricopa
Trustee and shall not be  transferable  except to its permitted  successors  and
assigns under the Maricopa Indenture. The Maricopa Trustee, as the holder of the
Bonds,  shall attend  meetings of bondholders  under the Mortgage or deliver its
proxy in connection  therewith.  Either at such meeting,  or otherwise  when the
consent of the holders of the Bonds is sought  without a meeting,  the  Maricopa
Trustee  shall vote as the holder of the Bonds,  or shall  consent  with respect
thereto;  provided,  however,  that the Maricopa Trustee shall not vote in favor
of, or consent to, any  modification  of the Mortgage  which is correlative to a
modification of the Maricopa Indenture or the Loan Agreement which would require
the approval of owners of Maricopa  Bonds  without the approval of the owners of
Maricopa Bonds and other bonds issued under the Maricopa  Indenture  which would
be required for such correlative modification of such Maricopa Indenture or Loan
Agreement.

                                       10
<PAGE>
                                  ARTICLE II.
                    REDEMPTION OF BONDS AND OTHER PROVISIONS

     The Bonds shall be redeemed, in whole or in part, from time to time, on the
date on which a corresponding  principal amount of Maricopa Bonds is redeemed as
provided in the Maricopa Indenture,  upon the Maricopa Trustee's notification of
the Trustee of such  redemption,  at a redemption  price equal to the redemption
price of such  Maricopa  Bonds  being so  redeemed.  Any  such  notice  shall be
received by the Trustee no later than 5 days prior to any redemption  date fixed
for the Bonds to be  redeemed  and shall  specify the  principal  amount of such
Bonds to be redeemed, the redemption date, and the amount of accrued interest to
be paid  thereon.  The  Company  shall  deposit in trust with the Trustee on the
redemption date an amount of money  sufficient to pay the principal  amount plus
accrued interest, if any, on the Bonds to be redeemed.  Upon presentation to the
Trustee of any Bonds by the Maricopa  Trustee for payment under this Article II,
such  Bonds so  presented  shall be  redeemed  and paid in full to the extent so
redeemed.  In the event of  redemption  of the Bonds in part only, a new bond of
the Sixty-first Series and of like tenor for the unredeemed portion thereof will
be issued in the name of the Maricopa  Trustee upon the cancellation of the then
existing Bond.

     Redemption of the Bonds shall be effected,  without  further  notice by the
Company  to  the  Trustee,  by the  payment  by the  Company  of the  applicable
redemption price specified in this Article II at the place specified for payment
of principal of and interest on such bonds.

     In the  event the  principal  of all  Maricopa  Bonds is  declared  due and
payable pursuant to the Maricopa Indenture,  upon the filing with the Trustee of
a written demand for the  acceleration of the payment of principal of all Bonds,
the payment of principal on all Bonds shall become immediately due and payable.

     The Bonds will not be subject to prepayment or redemption prior to maturity
except as provided herein, notwithstanding the provisions of Section 39, Section
64 or Section 87 of the Mortgage,  or with  "Proceeds of Released  Property," as
defined in the Mortgage.

     The Company hereby covenants and agrees that until the Termination Date, it
will not  consolidate  with or merge  into any other  corporation,  or convey or
transfer,  subject to the Lien of the Indenture, all or substantially all of the
Mortgaged and Pledged Property as an entirety.

     The Bonds will not be subject to any sinking fund.

                                  ARTICLE III.
             REPLACEMENT FUND PROVISIONS -- OTHER RELATED PROVISIONS
             OF THE MORTGAGE -- DIVIDEND COVENANT -- RECORD DATES --
                              AUTHENTICATING AGENT.

     SECTION 4. The Company  covenants  that the provisions of Section 39 of the
Mortgage,  which  were to  remain  in  effect  so long as any bonds of the First
Series  remained  Outstanding,  shall remain in full force and effect so long as
any bonds of the Sixty-first Series are Outstanding.

     Clause (d) of subsection  (II) of Section 4 of the Mortgage,  as heretofore
amended,  clause (6) and clause (e) of Section 5 of the Mortgage,  as heretofore
amended,  and Section 29 of the  Mortgage,  as  heretofore  amended,  are hereby
further amended by inserting  therein the words "and  Sixty-first  Series" after
the words  "bonds of the First  Series  and Second  Series and Third  Series and
Fourth  Series and Fifth Series and Sixth  Series and Seventh  Series and Eighth
Series and Ninth Series and Tenth Series and Eleventh  Series and Twelfth Series
and Thirteenth  Series and Fourteenth  Series and Fifteenth Series and Sixteenth

                                       11
<PAGE>
Series and Seventeenth  Series and Eighteenth  Series and Nineteenth  Series and
Twentieth  Series  and  Twenty-first   Series  and   Twenty-second   Series  and
Twenty-third  Series and  Twenty-fourth  Series  and  Twenty-  fifth  Series and
Twenty-sixth  Series and  Twenty-seventh  Series and Twenty-  eighth  Series and
Twenty-ninth   Series  and  Thirtieth   Series  and   Thirty-first   Series  and
Thirty-second  Series  and  Thirty-third  Series  and  Thirty-fourth  Series and
Thirty-fifth  Series  and  Thirty-sixth  Series  and  Thirty-seventh  Series and
Thirty-eighth Series and Thirty-ninth Series and Fortieth Series and Forty-first
Series and Forty-second  Series and Forty-third  Series and Forty-fourth  Series
and  Forty-fifth  Series and  Forty-sixth  Series and Forty-  seventh Series and
Forty-eighth  Series and Forty-ninth  Series and Fiftieth Series and Fifty-first
Series and Fifty-second  Series and Fifty-third  Series and Fifty-fourth  Series
and Fifty-fifth  Series and Fifty-sixth  Series,  and  Fifty-seventh  Series and
Fifty-eighth  Series and Fifty-ninth  Series and Sixtieth Series" each time such
words occur therein.

     Clause (e) of subsection  (II) of Section 4 of the Mortgage,  as heretofore
amended, is hereby further amended by the insertion therein after the words "and
Sixtieth" the words "and Sixty-first."

     The last  paragraph of Section 12 of the Mortgage,  as heretofore  amended,
the last paragraph of Section 17 of the Mortgage, as heretofore amended, and the
last paragraph of Section 110 of the Mortgage, as heretofore amended, are hereby
amended by inserting  therein the words "or the  Sixty-first  Series"  after the
words "Sixtieth Series" each time such words occur therein.

                                   ARTICLE IV.
                            MISCELLANEOUS PROVISIONS.

     SECTION 5. The terms defined in the Mortgage,  as supplemented and amended,
shall, for all purposes of this Fifty-seventh  Supplemental Indenture,  have the
meanings specified therein,  except that the term "Mortgage" shall mean only the
original  Mortgage  and  Deed of  Trust,  dated  as of July 1,  1946;  the  term
"Mortgage,  as heretofore  supplemented and amended" shall mean the Mortgage, as
supplemented  and  amended  by  the  First  through   Fifty-sixth   Supplemental
Indentures hereinabove referred to; and the term "Mortgage,  as supplemented and
amended,"  shall mean the  Mortgage,  as  supplemented  and amended by the First
through  Fifty-sixth  Supplemental  Indentures  hereinabove  referred  to and as
supplemented and amended by this  Fifty-seventh  Supplemental  Indenture and any
future supplemental indentures.

     SECTION 6. The Trustee hereby accepts the trusts herein declared, provided,
created,  supplemented  or amended and agrees to perform the same upon the terms
and  conditions  herein and in the  Mortgage,  as  heretofore  supplemented  and
amended, set forth and upon the following terms and conditions:

     The Trustee shall not be  responsible  in any manner  whatsoever  for or in
respect  of the  validity  or  sufficiency  of this  Fifty-seventh  Supplemental
Indenture or for or in respect of the recitals  contained  herein,  all of which
recitals  are made by the Company  solely.  In general,  each and every term and
condition contained in Article XVII of the Mortgage shall apply to and form part
of this Fifty-seventh  Supplemental  Indenture with the same force and effect as
if the same were herein set forth in full with such  omissions,  variations  and
insertions,  if any,  as may be  appropriate  to make  the same  conform  to the
provisions of this Fifty-seventh Supplemental Indenture.

     SECTION 7. Whenever in this Fifty-seventh  Supplemental Indenture either of
the  parties  hereto  is  named or  referred  to,  this  shall,  subject  to the
provisions  of Articles XVI and XVII of the  Mortgage,  be deemed to include the
successors  and assigns of such party,  and all the covenants and  agreements in
this  Fifty-seventh  Supplemental  Indenture  contained  by or on  behalf of the
Company or by or on behalf of the Trustee shall, subject as aforesaid,  bind and

                                       12
<PAGE>
inure to the  respective  benefits of the  respective  successors and assigns of
such parties, whether so expressed or not.

     SECTION 8. Nothing in this Fifty-seventh Supplemental Indenture,  expressed
or implied, is intended or shall be construed to confer upon, or to give to, any
person,  firm or  corporation,  other than the parties hereto and the holders of
the bonds Outstanding under the Mortgage, any right, remedy or claim under or by
reason of this Fifty-seventh Supplemental Indenture or any covenant,  condition,
stipulation,  promise or agreement  hereof,  and all the covenants,  conditions,
stipulations,   promises  and  agreements  in  this  Fifty-seventh  Supplemental
Indenture  contained  by or on behalf of the  Company  shall be for the sole and
exclusive  benefit  of  the  parties  hereto  and of the  holders  of the  bonds
Outstanding under the Mortgage.

     SECTION  9.  This  Fifty-seventh  Supplemental  Indenture  may be  executed
simultaneously in several  counterparts,  each of which shall be an original and
all of which shall constitute but one and the same instrument.

                                   ARTICLE V.
                        SPECIFIC DESCRIPTION OF PROPERTY.

     SECTION 10. CERTAIN REAL PROPERTY LOCATED IN:

                                  PINAL COUNTY
                                ROBSON SUBSTATION

That part of Section  17,  Township  7 South,  Range 7 East of the Gila and Salt
River Base and  Meridian,  Pinal  County,  Arizona,  lying North and East of the
Arizona Highway 84 more particularly described as follows:

Beginning at the Southeast corner of said Section 17; thence S  89(degree)40'35"
W along the South line of said  Section 17, a distance of 44.42 feet to a point;
Thence  N  0(degree)19'25"  W a  distance  of  50  feet  to a  point;  thence  N
0(degree)04'32" E a distance of 73.39 feet to the true point of beginning of the
parcel herein described; thence Northerly along a curve to the right, said curve
having a central angle of  27(degree)47'59",  and a radius of 290.00 feet, for a
distance of 140.71 feet to a point; said point being the beginning of a curve to
the left, said curve having a central angle of 28(degree)50'15", and a radius of
210.00 feet, for a distance of 105.70 feet to a point;  thence N 0(degree)57'45"
W a distance of 13.41 feet to a point; thence S 89(degree)40'35" W a distance of
309.17 feet to a point;  thence S 0(degree)19'15" E a distance of 250.00 feet to
a point; thence N 89(degree)40'35" E a distance of 250.00 feet to the true point
of beginning.

     SECTION  11.  THE  ELECTRIC  SUBSTATIONS  OF  THE  COMPANY,  including  all
buildings,  structures, towers, poles, all equipment, appliances and devices for
transforming, converting and distributing electric energy, and all land owned by
the  Company  upon  which  the  same  are  situated,  and  all of the  Company's
easements,  rights of way, rights, machinery,  equipment,  appliances,  devices,
licenses  and  supplies  forming  a part of said  substations,  or any of  them,
including additions and improvements to any of the foregoing, or used or enjoyed
or capable of being use or enjoyed in conjunction with any thereof.

     SECTION  12.  Additions,   extensions  and  improvements  to  THE  ELECTRIC
TRANSMISSION SYSTEMS of the Company.

     SECTION  13.  Additions,   extensions  and  improvements  to  THE  ELECTRIC
DISTRIBUTION SYSTEMS of the Company,  including,  the construction of additional
facilities  throughout  the  Company's  service  area,  as well as  extension of

                                       13
<PAGE>
residential  and  downtown  underground   distribution   facilities,   including
associated  distribution equipment such as voltage regulators,  capacitor banks,
sectionalizing  equipment,  transformers,  street lighting  systems,  meters and
services, including reconstruction and improvements to provide efficient Company
operation.

                                       14
<PAGE>
     IN WITNESS  WHEREOF,  ARIZONA PUBLIC SERVICE  COMPANY,  party hereto of the
first  part,  has caused its  corporate  name to be hereunto  affixed,  and this
instrument to be signed and sealed by its President, one of its Vice Presidents,
or its Treasurer,  and its corporate seal to be attested by its Secretary or one
of its Assistant  Secretaries or Associate Secretaries for and in its behalf, in
the City of  Phoenix,  Arizona,  and THE BANK OF NEW YORK,  party  hereto of the
second part,  has caused its  corporate  name to be hereunto  affixed,  and this
instrument  to be signed and sealed by one of its Vice  Presidents  or Assistant
Vice  Presidents  and its corporate  seal to be attested by one of its Assistant
Vice  Presidents or Assistant  Treasurers for and in its behalf,  in the City of
West Paterson, New Jersey, all as of the 1st day of March, 2003.


                                          ARIZONA PUBLIC SERVICE COMPANY


                                          Barbara M. Gomez
                                          --------------------------------------
                                                         TREASURER


Attest:

Betsy A. Pregulman
--------------------------------------
      ASSOCIATE SECRETARY


Executed, sealed and delivered by
  ARIZONA PUBLIC SERVICE COMPANY
  in the presence of:

Andrea Bernal
--------------------------------------
Andrea Bernal


Norann Asciutto                                       [SEAL]
--------------------------------------
Norann Asciutto


                                          THE BANK OF NEW YORK, As Trustee


                                          Thomas Vlahakis
                                          --------------------------------------
                                                       VICE PRESIDENT
Attest:

Thomas J. Provenzano
--------------------------------------
Thomas J. Provenzano, Vice President


Executed, sealed and delivered by
  THE BANK OF NEW YORK in the
  presence of:

Rosemary Melendez
--------------------------------------
Rosemary Melendez, Assistant Treasurer


David J. O'Brien                                      [SEAL]
--------------------------------------
David J. O'Brien, Vice President

                                       15
<PAGE>
STATE OF ARIZONA                    )
                                    ) ss.:
COUNTY OF MARICOPA                  )

     On  this  4th  day of  March,  2003,  before  me,  Debra  L.  Blondin,  the
undersigned  officer,  personally  appeared  Barbara M. Gomez,  who acknowledged
herself  to be the  Treasurer  of ARIZONA  PUBLIC  SERVICE  COMPANY,  an Arizona
corporation, and that she, as such Treasurer being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by herself as Treasurer.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.

                                          Debra L. Blondin
                                          --------------------------------------
                                                       Notary Public


                                          My Commission Expires June 7, 2004
                                                                ----------------
[SEAL]

STATE OF ARIZONA                    )
                                    ) ss.:
COUNTY OF MARICOPA                  )


     On  this  4th  day of  March,  2003,  before  me,  Debra  L.  Blondin,  the
undersigned officer, personally came Barbara M. Gomez, to me known, who being by
me duly sworn, did depose and say that she resides in Phoenix, Arizona, that she
is the Treasurer of ARIZONA PUBLIC SERVICE COMPANY, the corporation described in
and  which  executed  the  above  instrument;  that she  knows  the seal of said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation,
and that she signed her name thereto by like order.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.

                                          Debra L. Blondin
                                          --------------------------------------
                                                       Notary Public


                                          My Commission Expires June 7, 2004
                                                                ----------------
[SEAL]


STATE OF ARIZONA                    )
                                    ) ss.:
COUNTY OF MARICOPA                  )


     This instrument was  acknowledged  before me on March 4, 2003 by Barbara M.
Gomez  and  Betsy  A.   Pregulman,   as  Treasurer  and   Associate   Secretary,
respectively, of ARIZONA PUBLIC SERVICE COMPANY.

                                          Debra L. Blondin
                                          --------------------------------------
                                                       Notary Public


                                          My Commission Expires June 7, 2004
                                                                ----------------
[SEAL]

                                       16
<PAGE>
STATE OF NEW JERSEY                 )
                                    ) ss.:
COUNTY OF PASSAIC                   )


     On this 5th day of March,  2003, before me, Ronald M. Mania,  Notary Public
in and for the County and State aforesaid,  residing therein,  duly commissioned
and  sworn,  personally  appeared  Thomas  Vlahakis,  known  to me to be a  Vice
President  of THE  BANK OF NEW  YORK,  a New  York  banking  corporation,  which
executed the within  instrument,  and Thomas J. Provenzano,  known to me to be a
Vice President of The Bank of New York, who being by me duly sworn, acknowledged
before me that the seal affixed to said  instrument is the corporate seal of The
Bank of New York,  that they,  being  authorized  so to do,  executed the within
instrument  on  behalf  of The Bank of New  York by  authority  of its  board of
directors,  and that said instrument is the free act and deed of The Bank of New
York for the purposes therein contained.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          Ronald M. Mania
                                          --------------------------------------
                                                       Notary Public


                                          My Commission Expires     10/4/2006
                                                                ----------------

[SEAL]


STATE OF NEW JERSEY                 )
                                    ) ss.:
COUNTY OF PASSAIC                   )

     This  instrument  was  acknowledged  before me on March 5th, 2003 by Thomas
Vlahakis and Thomas J.  Provenzano,  each as a Vice President of THE BANK OF NEW
YORK.

                                          Ronald M. Mania
                                          --------------------------------------
                                                       Notary Public


                                          My Commission Expires     10/4/2006
                                                                ----------------

[SEAL]

                                       17