Exhibit 10.9

November 27, 1996


Mr. George Schreiber
New York, NY  10021

Dear George:

I am delighted to provide you with this offer of employment  as Chief  Financial
Officer of Arizona Public Service Company and Pinnacle West Capital Corporation.
This is an exciting and  challenging  time both in the  Companies as well as the
industry.  Your  experience  will  have a  direct  impact  on our  efforts.  The
information  outlined  below  covers  the  major  items  regarding  our offer of
employment.  This offer of employment is for a three-year  term and renewable by
mutual agreement after the completion of the second year.

As you know this offer is for the position of Executive Vice President and Chief
Financial  Officer of Arizona Public Service  Company (APS),  and Executive Vice
President  and Chief  Financial  Officer of Pinnacle  West  Capital  Corporation
(PNW),  with a 50/50 split of your time and efforts  directed to each.  You will
report directly to me in both Companies and your  responsibilities  will include
Corporate Finance, Accounting, Treasury, Investor Relations and Risk Management.
Changes in  responsibility  may occur during the contract term at the discretion
of the  Company.  The base salary of $375,000 is  effective on your first day of
employment, February 3, 1997.

In  addition  to your  base  salary,  you will  participate  in the APS  Officer
Incentive  Program which has a maximum target  opportunity of 52% of annual base
salary in 1996. Incentive dollars are generally paid during the first quarter of
the subsequent  year. The targets and payout  thresholds are reviewed each year.
In 1997, your minimum incentive payment will be $125,000.

In addition to the base and incentive  compensation  referenced  above, you will
also receive a semi-monthly  auto allowance  totaling  $7,200 per year. You will
also be able to  utilize  a  corporate  club  membership  contingent  upon  your
acceptance. You will be responsible for all monthly dues.

As an additional  incentive and contingent upon your acceptance of the position,
the Pinnacle West Board has granted you 1,200 shares of Restricted Stock as well
as 6,000 stock  options.  The  description  of these grants is  attached.  These
grants  occur  annually  in  November  and are at the  levels at which you would
normally  participate  in  the  Pinnacle  West  Capital  Corporation   Long-Term
Incentive  Program.  The  1996  grants  were  determined  as if you had  been an
employee of the Company at your proposed salary and responsibility levels.

Regarding  pension,  the Company will credit you with ten years of service which
will allow you to reach the maximum level of pension benefits at age 65.

During  1997,  you will be provided  with four weeks  vacation.  For purposes of
vacation,  you will be  eligible  for five  weeks  vacation  after five years of
service.
<PAGE>
Mr. George Schreiber
November 27, 1996
Page 2

I have  enclosed  copies of our Employee  Benefits and a schedule  outlining the
employee  premiums.  Also enclosed is a description of our Employee Savings Plan
in which you will be eligible to  participate 31 days after  employment.  Please
note  that the  Employee  Savings  Plan is a  pre-tax  savings  plan  and  takes
advantage  of Section  401(k) of the Code.  Also,  please note that the premiums
that apply to our medical and dental plan are done on a pre-tax basis.

We will also provide you with a relocation  service for the  disposition of your
real estate.  We have a contract  with Western  Relocation  Management  Company.
Briefly,  the procedure is that Western will select two independent  real estate
appraisers.  The two  appraisers  will appraise the property based on the normal
resale  period for your area.  Provided  that both  appraisals  are within  five
percent  of one  another,  the  two  will  be  averaged.  That  average  will be
considered  the fair market value of the  property.  You will be given a written
offer in the  amount of the fair  value.  You have sixty  days  within  which to
decide to accept or reject that offer. If you sell the property to another buyer
for a higher price during the sixty day period, you can then assign the property
over to Western.  You will receive a check in the amount of your equity based on
the fair market  value  assigned by Western,  and you will then  receive a check
after the closing of the  property  with the buyer to whom you sold the property
for the difference.

APS will pay all of the relocation  company fees, as well as any  maintenance of
the property  during the period of time it is held for resale.  We will also pay
normal  closing costs and provide the  relocation  of all  household  effects to
Phoenix.

I have also  included a copy of the change of control  agreement,  the  Pinnacle
West Capital Corporation Long-Term Incentive Program and the executive insurance
program.

On behalf of APS, I look  forward to having you join our team.  In the event you
have  any  questions,  feel  free to  contact  me or  Armando  Flores  who  will
ultimately coordinate the details of your employment and relocation.

                                              Sincerely,


                                              WILLIAM J. POST
                                              William J. Post
                                              Executive Vice President
                                              Pinnacle West Capital Corporation
                                              and
                                              Senior Vice President and
                                              Chief Operating Officer
                                              Arizona Public Service Company
Enclosures

The foregoing is agreed to and accepted

GEORGE A. SCHREIBER, JR.
---------------------------------------------
George Schreiber

Date:   12/3/96
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