Exhibit 10.11(a)
                         ARIZONA PUBLIC SERVICE COMPANY

                           SUPPLEMENTAL EXCESS BENEFIT

                                 RETIREMENT PLAN



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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE ONE -                PREAMBLE.......................................  1

ARTICLE TWO -                CONSTRUCTION...................................  1

ARTICLE THREE -              ELIGIBILITY AND PARTICIPATION..................  2

ARTICLE FOUR -               BENEFITS.......................................  3

ARTICLE FIVE -               PAYMENT OF BENEFITS............................  7

ARTICLE SIX -                COORDINATION OF BENEFITS.......................  9

ARTICLE SEVEN -              FUNDING........................................ 11

ARTICLE EIGHT -              ADMINISTRATION................................. 11

ARTICLE NINE -               AMENDMENT AND TERMINATION OF THE PLAN.......... 12

ARTICLE TEN -                ASSIGNMENT..................................... 12

ARTICLE ELEVEN - WITHHOLDING................................................ 13

ARTICLE TWELVE - OTHER BENEFIT PLANS OF THE COMPANY......................... 13

ARTICLE THIRTEEN - MISCELLANEOUS............................................ 14


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                         ARIZONA PUBLIC SERVICE COMPANY
                   SUPPLEMENTAL EXCESS BENEFIT RETIREMENT PLAN

                                   ARTICLE ONE
                                    PREAMBLE

          Effective  January  1,  1982,  ARIZONA  PUBLIC  SERVICE  COMPANY  (the
"Company")  adopted the  ARIZONA  PUBLIC  SERVICE  COMPANY  SUPPLEMENTAL  EXCESS
BENEFIT  RETIREMENT  PLAN (the  "Plan")  for the  purpose  of paying  retirement
benefits to certain  employees  in excess of the  benefits  permitted to be paid
under  the  Arizona  Public  Service  Company  Employees'  Retirement  Plan (the
"Retirement  Plan") by reason of Section 415 of the  Internal  Revenue Code (the
"Code").  The Plan was thereafter  amended  several times to provide  additional
benefits,  thereby  changing  the Plan from an "excess  benefit  plan" under the
Employee  Retirement  Income Security Act of 1974, as amended (the "Act"),  to a
"top hat" plan under the Act. By this amendment and restatement in the entirety,
the Company intends to extend certain benefits to eligible employees and to make
other technical changes.

                                   ARTICLE TWO
                                  CONSTRUCTION

          Terms capitalized in this Plan shall have the meaning given in Article
Two of the Retirement Plan, governing definitions and construction, except where
such terms are otherwise  defined in this Plan. If any provision of this Plan is
determined  to be  invalid  or  unenforceable  for  any  reason,  the  remaining
provisions shall continue in full force and effect. All of


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the  provisions  of this Plan shall be construed  and enforced  according to the
laws of the State of Arizona, and shall be administered according to the laws of
such  state,  except  as  otherwise  required  by the  Act,  the  Code or  other
applicable  federal law. It is the  intention  of the Company that the Plan,  as
adopted  by  the  Company,  shall  constitute  an  "unfunded  plan  of  deferred
compensation for a select group of management and highly compensated  employees"
within the meaning of Sections 201(2) and 301(3) of the Act. Benefits under this
Plan shall be paid from the  Company's  general  assets,  and not from any trust
fund or  other  segregated  fund.  This  Plan  shall  be  construed  in a manner
consistent with the Company's intention.

                                  ARTICLE THREE
                          ELIGIBILITY AND PARTICIPATION

          Employees  of the  Company  who  are  members  of a  select  group  of
management or highly compensated employees, as determined by the Human Resources
Committee of the Board of Directors of the Company, in its discretion,  and from
time to time,  shall be eligible to  participate in the Plan if they satisfy the
eligibility requirements of Section 3(a) on or after January 1, 1994, or Section
3(b) on or after January 1, 1996. 

          (a)  Eligible  employees  who are  officers  of the  Company  shall be
entitled to the benefits  described in Section 4(a).  

          (b) Eligible  employees of the Company who are not  officers,  who are
designated for participation by the Human

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Resources Committee of the Company's Board of Directors and who are participants
in the  Retirement  Plan shall be entitled to the benefits  described in Section
4(b). The Human Resources Committee may make its designations under this Section
3(b) by individual designation or by group designation.

                  A participant  in this Plan shall  commence  participation  in
this Plan as of the first day of the Plan Year in which he becomes a participant
pursuant  to this  ARTICLE  THREE or the  first day of his  employment  with the
Company, whichever is later. Such participation shall continue until the earlier
of the date on which the participant no longer  satisfies the  requirements  for
participation  under Section 3(a) or Section 3(b) or the date on which the Human
Resources  Committee  informs the  participant  in writing  that he is no longer
eligible to participate in this Plan.

                  Notwithstanding the foregoing,  if the status of a participant
changes for reasons other than  termination of employment  with the Company,  so
that he no longer is eligible to participate in the Plan, his  participation  in
the Plan  shall  cease  but his  benefit  under  this Plan as of the date of his
change of status shall not be cancelled or distributed,  but shall be determined
upon his termination of employment with the Company.

                                  ARTICLE FOUR
                                    BENEFITS

          (a) Subject to ARTICLE SIX and ARTICLE  SEVEN,  a  participant  who is
eligible under Section 3(a) and who receives a

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benefit under the Retirement  Plan shall be entitled to a monthly  benefit equal
to the lesser of (i) or (ii), reduced by (iii), where

               (i)  Equals  three  percent  (3%)  of the  participant's  Average
          Monthly Compensation multiplied by the participant's Years of Service,
          not to exceed ten (10) Years of Service,  plus two percent (2%) of the
          participant's   Average   Monthly   Compensation   multiplied  by  the
          participant's Years of Service in excess of ten

          (10) Years of Service,

               (ii) Equals  sixty  percent  (60%) of the  participant's  Average
          Monthly Compensation, and

               (iii)  Equals the amount of such  participant's  monthly  benefit
          determined  under the terms of the Retirement  Plan and payable in the
          form of the qualified joint and survivor annuity  described in Section
          6.2 of the Retirement Plan.

          For purposes of this Section  4(a),  Compensation  shall be determined
without regard to the limitation set forth in Section 401(a)(17) of the Code and
shall be  increased by any cash  payments  made to the  participant  pursuant to
bonus or incentive plans  maintained by the Company for employees  generally and
by any amounts deferred by the participant  under any of the Company's  deferred
compensation plans for employees, provided that bonus or incentive payments made
in a form other than cash, bonus or incentive  payments which are not "year-end"
bonus or

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incentive  payments,  bonus or incentive  payments under  individual  agreements
between the Company and a  participant,  and cash  payments  made under bonus or
incentive plans  maintained by the Company for employees  generally which exceed
the  maximum  amount  that the  Human  Resources  Committee  determines,  in its
discretion,  or,  effective  January 1, 1996,  the Company's  President or Chief
Operating  Officer  determines,  in his or her  discretion,  may be  taken  into
account  under  this Plan shall not be taken into  account as  Compensation  for
purposes of this Plan unless the Human  Resources  Committee  determines  in its
discretion  or,  effective  January 1, 1996,  the  President or Chief  Operating
Officer of the Company determines, in his or her discretion,  that such bonus or
incentive  payment shall be taken into account as Compensation  under this Plan.
Eligible  bonuses  and  incentive  payments  shall  be  taken  into  account  as
Compensation  in the year in which such amounts are paid rather than in the year
in which  they are  earned,  provided  that,  effective  January  1,  1996,  the
President or Chief Operating  Officer of the Company shall have the authority to
determine, in his or her discretion,  that such bonus or incentive payment shall
be taken into account in the year in which such  amounts are earned  rather than
in the year in which they are paid.  The Human  Resources  Committee  (effective
January 1, 1996, the Company's  President or Chief Operating Officer) shall have
the sole and  absolute  discretion  to  determine  whether a bonus or  incentive
payment  made to a  participant  constitutes  Compensation  for purposes of this
Section 4(a) and

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may  differentiate  among  individuals  in  establishing  the bonus or incentive
payments that may be taken into account under the Plan.

                  (b) Subject to ARTICLE SIX and ARTICLE SEVEN,  any participant
who is designated for participation  pursuant to Section 3(b) and who receives a
benefit under the Retirement  Plan, or such  participant's  surviving  spouse or
annuitant  in the  event of the  participant's  death,  shall be  entitled  to a
monthly benefit payable equal to (i) reduced by (ii), where
                                  
               (i) Equals the amount of such participant's or surviving spouse's
          or  annuitant's  monthly  benefit under the  Retirement  Plan computed
          under the provisions of the Retirement  Plan but without regard to the
          cap on  Compensation  in Section 2.1(o) and the limitations in Section
          5.10 of the Retirement Plan and the provisions of Sections  401(a)(17)
          and 415 of the Code; and
                                 
               (ii)  Equals  the  amount  of  such  participant's  or  surviving
          spouse's or annuitant's  monthly  benefit  actually  payable under the
          terms of the Retirement Plan.

For purposes of this calculation,  Compensation  shall include any amount of the
participant's regular salary that the participant has elected to defer under any
of the Company's deferred compensation plans for employees and shall exclude all
bonus  or  incentive  payments  paid to the  participant.  The  Human  Resources
Committee   shall  have  the  sole  and  absolute   discretion  to  determine  a
participant's Compensation for purposes of this Section 4(b).

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          Benefits  payable  under this  Section 4(b) shall be payable to a Plan
participant  or his spouse or other  annuitant in the same manner and subject to
all the same options, conditions,  privileges and restrictions as are applicable
to the benefits payable to the Plan participant,  spouse or other annuitant of a
Participant under the Retirement Plan, as though such benefits were payable as a
part of the benefits being paid under the Retirement Plan.

                                  ARTICLE FIVE
                               PAYMENT OF BENEFITS

               (a) Subject to ARTICLE  SIX, a  participant  entitled to benefits
under  Section  4(a) may elect to commence  receiving  unreduced  benefits on or
after the date on which the participant attains the age of sixty-five (65) years
or attains the age of sixty (60) years and is credited with at least twenty (20)
Years of Service. A participant may elect to commence receiving benefits earlier
if he has  attained  at least the age of fifty-  five (55) years and is credited
with at least ten (10) Years of Service, provided that the participant's benefit
shall be reduced by three  percent (3%) for each year (or part thereof) by which
the  participant's  retirement  age  precedes  the date on  which he would  have
attained the age of sixty (60) years if he is credited with at least twenty (20)
Years  of  Service  or the  date on which  he  would  have  attained  the age of
sixty-five  (65) years if credited  with less than twenty (20) Years of Service.
Notwithstanding the foregoing, in calculating the monthly benefit of a

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participant who elects to retire with a reduced early  retirement  benefit under
this Section 5(a), the  participant's  monthly benefit  calculated under Section
4(a) shall not be reduced by the amount specified in Section 4(a)(iii) until the
date on which the  participant  attains  the age of sixty (60)  years.  Upon the
participant's  attainment  of the age of sixty  (60)  years,  the  participant's
monthly  benefit  under  Section 4(a) shall be reduced by the amount  determined
under Section  4(a)(iii) as if such  participant had elected to retire and begun
receiving  Early  Retirement  Benefits under the Retirement  Plan upon attaining
such age.

          Benefits payable to a Participant  under Section 4(a) shall be payable
in the form of a fifty  percent  (50%) joint and survivor  annuity,  which shall
provide a monthly  payment to the  participant  for his life equal to the amount
determined under Section 4(a) and upon his death, shall provide monthly payments
to the participant's spouse for life equal to fifty percent (50%) of the monthly
payments being received by the participant at the time of his death.

          If a participant entitled to benefits under Section 4(a) dies prior to
commencing  benefits,  the participant's  spouse shall be entitled to a survivor
annuity equal to fifty percent (50%) of the monthly benefit that the participant
would have  received had he  terminated  employment on the day before his death,
survived to the age on which he would first be eligible to

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commence  benefits  under this  Section  5(a),  elected  to retire and  commence
benefits under the Plan at that time and then died.

          (b) Benefits payable to a participant  under Section 4(b) shall become
payable  when a  participant  (or his  spouse or  annuitant)  begins to  receive
payments under the Retirement Plan, and shall be subject to the same adjustments
and shall be payable by the  Company in the same  manner and at the same time as
the Plan  participant's  (or his  spouse's or  annuitant's)  benefits  under the
Retirement  Plan are paid, as though such benefits were  otherwise  payable as a
part of the benefits  being paid under the Retirement  Plan,  subject to ARTICLE
SIX. An election of mode of payment under the Retirement  Plan shall  constitute
an election of a similar mode of payment under this Plan.

                                   ARTICLE SIX
                            COORDINATION OF BENEFITS

          (a)  Notwithstanding  any provision in this Plan to the contrary,  the
benefits  payable under  Section 4(a) of this Plan to a participant  who is also
entitled to benefits as an officer under the Pinnacle  West Capital  Corporation
Supplemental  Excess Benefit Retirement Plan (the "Pinnacle West Plan") shall be
offset and reduced by that  portion of the benefit  payable  under the  Pinnacle
West Plan which is attributable to Years of Service with an Affiliate.
              
          In no event shall the benefit payable under Section 4(a) of this Plan,
when combined with the benefit payable under the corresponding  provision of the
Pinnacle West Plan, exceed the

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amount that would have been payable under Section 4(a) of this Plan alone if (i)
the  participant's  Compensation  and  Years of  Service  earned  as a result of
employment  with an Affiliate had been earned as a result of employment with the
Company,  and (ii)  the  benefit  payable  to the  participant  in the form of a
qualified joint and survivor annuity under the Pinnacle West Capital Corporation
Employees' Retirement Plan was payable from the Retirement Plan.
                  
          (b)  If  an  employee  who  was  participating  in a  retirement  plan
sponsored  by an  Affiliate,  which  is  not a  participating  employer  in  the
Retirement  Plan,  becomes an employee of the Company and a  participant  in the
Plan under Section 4(b) and such employee's accrued benefit under the retirement
plan  maintained by the Affiliate  formerly  employing him is transferred to the
Retirement  Plan,  upon  termination  of employment,  the  employee's  benefits,
calculated  in accordance  with Section  4(b),  will be payable in full from the
Plan in accordance  with Section  5(b). If an employee who was a participant  in
the retirement plan of an Affiliate,  which is not a  participating  employer in
the  Retirement  Plan,  becomes an employee of the Company and a participant  in
this  Plan,  and such  employee's  accrued  benefit  under the  retirement  plan
maintained by his former  employer is not  transferred to the  Retirement  Plan,
upon  termination  of  employment,   the  employee's  benefits,   calculated  in
accordance  with Section 4(b),  will be payable from the Plan in accordance with
Section 5(b) to the extent such benefits are attributable to the pension

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benefits  payable to that  employee  under the  Retirement  Plan.  The  benefits
calculated  pursuant  to  Section  4(b)  that are  attributable  to the  pension
benefits  payable to the employee under the  Retirement  Plan are those benefits
that bear the same ratio to the total  benefits due to the employee,  calculated
pursuant  to Section  4(b),  as the  benefit  payable to the  employee  from the
Retirement  Plan bears to the total benefits  payable to the employee under both
the Retirement Plan and the retirement plan maintained by the Affiliate formerly
employing that employee.

                                  ARTICLE SEVEN
                                     FUNDING

          Benefits  under this Plan shall be payable from the general  assets of
the Company and shall not be segregated  in a trust fund or otherwise  funded in
any manner  prior to the time of  payment.  No Plan  participant  shall have any
vested rights  hereunder nor any right  hereunder to any specific  assets of the
Company.

                                  ARTICLE EIGHT
                                 ADMINISTRATION

          The Plan will be  administered  by the  Administrative  Committee that
administers the Retirement Plan. Except as otherwise  expressly provided in this
Plan,   the   Administrative   Committee   shall   have  the  same   powers  and
responsibilities  as it has under Sections 10.4 and 12.2 of the Retirement Plan.
Claims

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for  benefits  under the Plan  shall be  determined  in the  manner set forth in
Article Eleven of the Retirement Plan.

                                  ARTICLE NINE
                      AMENDMENT AND TERMINATION OF THE PLAN

          This  Plan  may be  amended  in whole  or in  part,  prospectively  or
retroactively,  by  action  of the  Company's  Board  of  Directors,  and may be
terminated at any time by action of the Board of Directors;  provided,  however,
that no such amendment or termination  shall reduce any amount payable hereunder
to the extent such amount accrued prior to the date of amendment or termination.
All amendments shall be in writing, approved by the Company's Board of Directors
and executed by a duly authorized officer of the Company.

                                   ARTICLE TEN
                                   ASSIGNMENT

          No Plan  participant or beneficiary of a Plan  participant  shall have
any right to assign, pledge, hypothecate, anticipate or any way create a lien on
any amounts payable hereunder.  No amounts payable hereunder shall be subject to
assignment  or  transfer or  otherwise  be  alienable,  either by  voluntary  or
involuntary act, or by operation of law, or be subject to attachment, execution,
garnishment,  sequestration or other seizure under any legal, equitable or other
process,  or be liable in any way for the debts or defaults of Plan participants
and their beneficiaries. Notwithstanding the foregoing, assignments of the

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benefits  provided under this Plan shall be permitted for purposes of satisfying
family  support  obligations if such  assignments  are pursuant to a court order
which satisfies the requirements for a "qualified  domestic  relations order" as
defined in Section 206(d)(3) of the Act.

                                 ARTICLE ELEVEN
                                   WITHHOLDING

          Any taxes  required to be withheld from payments to Plan  participants
hereunder shall be deducted and withheld by the Company.

                                 ARTICLE TWELVE
                       OTHER BENEFIT PLANS OF THE COMPANY

          Nothing  contained in this Plan shall prevent a Plan participant prior
to his death, or his spouse or other annuitant after his death,  from receiving,
in addition to any payments  provided for under this Plan, any payments provided
for under the Retirement Plan or under The Savings Plan for Employees of Arizona
Public Service Company,  or which would otherwise be payable or distributable to
him, his surviving spouse or annu- itant under any plan or policy of the Company
or otherwise.  Nothing in this Plan shall be construed as preventing the Company
or any of its  subsidiaries  from  establishing  any  other or  different  plans
providing for current or deferred compensation for employees.


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                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

          Nothing  contained  in this Plan shall be  construed  as a contract of
employment between the Company and an employee, or as a right of any employee to
be continued in the  employment of the Company,  or as a limitation of the right
of the Company to discharge any of its employees, with or without cause.

          All of the  provisions  of this Plan shall be binding upon all persons
who shall be  entitled  to any  benefit  hereunder,  their  heirs  and  personal
representatives.

          IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly  authorized  officers  this 20th day of December,  1995.  

                                        ARIZONA PUBLIC SERVICE COMPANY



                                        By  Armando Flores
                                          ----------------------------   
                                          Its  Vice President, Human Resources

                                                                      "Company"


Attest:



By  Nancy C.Loftin
  -----------------------------------
  Its  Secretary and Corporate Counsel
     --------------------------------




337632

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