
                                  Exhibit 10.7a

                             FIRST AMENDMENT TO THE
                        PINNACLE WEST CAPITAL CORPORATION
                         ARIZONA PUBLIC SERVICE COMPANY
                           SUNCOR DEVELOPMENT COMPANY
                                       AND
                          EL DORADO INVESTMENT COMPANY
                           DEFERRED COMPENSATION PLAN


     Effective  January  1,  1992,   Pinnacle  West  Capital   Corporation  (the
"Company"),  Arizona Public Service Company,  SunCor Development  Company and El
Dorado Investment Company adopted the Pinnacle West Capital Corporation, Arizona
Public Service  Company,  SunCor  Development  Company and El Dorado  Investment
Company Deferred  Compensation  Plan (the "Plan").  The Plan was amended several
times  thereafter  and was amended and  restated in its  entirety on December 1,
1995. By this instrument,  and pursuant to the authority granted in Section 11.2
of the Plan,  the Company  intends to amend the Plan to provide for an automatic
cashout of the Account  Balance of a  terminated  or retired  Participant  under
certain circumstances.

     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. A new  Section  5.4 is hereby  added to the Plan,  which  shall  read as
follows:

          5.4 Automatic Distribution of Retirement Benefits. Notwithstanding any
     provision in this Article 5 to the  contrary,  if the Account  Balance of a
     Retired Participant does not exceed Five Thousand Dollars ($5,000.00),  the
     Participant's  Retirement Benefit shall be distributed in a single lump sum
     within sixty (60) days following his Retirement.

     3. Section 7.2 is hereby amended to add the following subsection:

     (c) Automatic  Distribution of Termination  Benefits.  Notwithstanding  any
provision in this Section 7.2 to the contrary, if, upon a
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Participant's  Termination of  Employment,  his Account  Balance,  as determined
pursuant to Section 7.1, does not exceed Five Thousand Dollars ($5,000.00),  the
Participant's  Termination  Benefit  shall be  distributed  in a single lump sum
within sixty (60) days following his Termination of Employment.

     4. The  provisions of this First  Amendment  shall be effective  January 1,
1999.

     Except as amended  hereby,  the Company  ratifies  and confirms the Plan as
amended  and  restated  on December  1, 1995.

Dated: September 15, 1999.
                                        PINNACLE WEST CAPITAL CORPORATION



                                        By Faye Widenmann
                                           -------------------------------------
                                        Its  Vice President and Secretary
                                            ------------------------------------
