
                                 Exhibit 10.11a

                             FIRST AMENDMENT TO THE
                        PINNACLE WEST CAPITAL CORPORATION
                         STOCK OPTION AND INCENTIVE PLAN

     Effective  April  18,  1985,   Pinnacle  West  Capital   Corporation   (the
"Company"),  then known as "AZP Group,  Inc.,"  established the AZP Group,  Inc.
Stock Option and Incentive Plan (the "Plan").  The Plan was  thereafter  amended
and restated on April 23, 1987, and in connection therewith its name was changed
to the "Pinnacle West Capital  Corporation Stock Option and Incentive Plan." The
Plan was again  amended and restated in its  entirety on December  16, 1992.  By
this  instrument,  the  Company  intends  to  amend  the  Plan  to  clarify  the
interaction  of the  Plan  with  the  Key  Executive  Employment  and  Severance
Agreements  ("KEESAs")  entered  into  between  the  Company  and certain of its
affiliates and their respective employees.

     1. This  Amendment  shall amend only those  sections  specified  herein and
those sections not amended hereby shall remain in full force and effect:

     2. The following new definitions are hereby added at the end of Section 2:

          w.  "Change of Control"  shall have the same  meaning as given to that
     term in the Holder's KEESA.

          x. "KEESA" means the Key Executive  Employment and Severance Agreement
     between  the  Company  or a  Subsidiary  and a  Holder,  as the same may be
     amended from time to time.

          y. "Termination  Payment" shall have the same meaning as given to that
     term in the Holder's KEESA.

     3. A new  subsection f is hereby added to Section 7 of the Plan which shall
read as follows:
<PAGE>

          f. Impact of a Change of Control. Notwithstanding any provision in the
     Plan or a Stock  Option  Agreement,  in the event that a Holder  terminates
     employment  following a Change of Control and thereby becomes entitled to a
     Termination  Payment under his or her KEESA,  any Options then  outstanding
     will become fully vested and  exercisable  in accordance  with the terms of
     the Plan.

     4. Section 10a is hereby amended in its entirety to read as follows:

          a. Restriction period to be established by the Committee.  At the time
     a Restricted Stock Award is made, the Committee shall establish a period of
     time (the "Restriction  Period")  applicable to such Award, which shall not
     be  less  than  three  years.  At the  discretion  of the  Committee,  each
     Restricted   Stock   Award  may  have  a  different   Restriction   Period.
     Notwithstanding  any provision in this Section 10a to the contrary,  upon a
     Holder's  termination  of  employment  following a Change of Control  which
     entitles the Holder to a Termination  Payment under the terms of his or her
     KEESA,  the  Restriction   Period  shall  immediately   terminate  and  any
     restrictions  remaining  on any  outstanding  Restricted  Stock Award shall
     immediately lapse. Except as permitted above, under Section 10c or pursuant
     to Section 13, the Restriction Period applicable to a particular Restricted
     Stock Award shall not be changed.

     5. Section 13 is hereby amended in its entirety to read as follows:

          13. CHANGES IN CAPITAL STRUCTURE

          In the event a stock  dividend is declared upon the Stock,  the shares
     of Stock then  subject  to each  Award  (and the  number of shares  subject
     thereto)  will be  increased  proportionately  without  any  change  in the
     aggregate purchase price therefor.  Subject to the provisions of Section 7f
     and 10a,  in the event the Stock will be changed  into or  exchanged  for a
     different  number  of  class  of  shares  of  Stock  or  stock  of  another
     corporation,  whether  through  reorganization,   recapitalization,   stock
     split-up,  combination of shares,  merger or  consolidation,  there will be
     substituted  for each such share of Stock  then  subject to each Award (and
     for each  share of Stock  then  subject  thereto)  the  number and class of
     shares of Stock  into  which  each  outstanding  share of Stock  will be so
     exchanged,  all without any change in the aggregate  purchase price for the
     shares then subject to each Award.

          Subject to any  required  action by the  shareholders,  if the Company
     will  be  the  surviving  or  resulting   corporation   in  any  merger  or
     consolidation, any Award granted hereunder will pertain to and apply to the
     securities  or rights  to which a holder  of the  number of shares of Stock
     subject  to the Award  would  have been  entitled.  Upon a  dissolution  or
     liquidation of

                                       2
<PAGE>
     the  Company or a merger or  consolidation  in which the Company is not the
     surviving or resulting  corporation,  and if the  provisions  of Section 7f
     and/or Section 10a do not apply, the Committee shall, in its discretion:

               (a) Cause every Award outstanding hereunder to terminate,  except
          that the  surviving  or  resulting  corporation,  in its  absolute and
          uncontrolled  discretion,  may tender an option or options to purchase
          its shares or exercise such rights on terms and conditions,  as to the
          number of shares and rights and  otherwise,  which will  substantially
          preserve  the  rights  and  benefits  of any  Award  then  outstanding
          hereunder; or

               (b) Subject to the  requirements  of Section 7c, give each Holder
          the right to  exercise  Awards  prior to the  occurrence  of the event
          otherwise terminating the Awards over such period as the Committee, in
          its sole and absolute discretion, shall determine.

     6. The provisions of this Amendment shall be effective as of July 1, 1999.

     Except as amended  hereby,  the Company  hereby  ratifies  and confirms the
terms of the Plan as amended  and  restated  on December  16,  1992.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on
its behalf by a duly authorized officer this 7 day of December, 1999.

                                        PINNACE WEST CAPITAL CORPORATION


                                        By Armando Flores
                                          --------------------------------------
                                        Its EVP Corp Bus Svcs
                                           -------------------------------------

                                       3
