Exhibit 10.9(a)
                             FIRST AMENDMENT TO THE
                         ARIZONA PUBLIC SERVICE COMPANY
                                 SEVERANCE PLAN



               Effective  June 22, 1993,  Arizona  Public  Service  Company (the
"Company")  established the ARIZONA PUBLIC SERVICE  COMPANY  SEVERANCE PLAN (the
"Plan").  By this  instrument,  the  Company  intends  to amend the Plan to give
certain  employees who are displaced  from their  positions with the Company the
option of  electing a special  benefit  package  and to make  certain  technical
revisions.
               1. This Amendment  shall amend only those Sections or subsections
set forth herein,  and those Sections or subsections  not  specifically  amended
hereby shall remain in full force and effect.
               2.     Section 1(f) is hereby amended in its entirety to
read as follows:
               (f)  "Guideline" - The Arizona Public Service  Company  Workforce
        Management  Guideline  for  Non-Management  Employees   and  the Arizona
        Public Service  Company  Workforce  Management  Guideline for Management
        Employees, dated November 30, 1993, as the same may be amended from time
        to time.

               3.     Section 2(b)(i) is hereby amended in its entirety
as follows:
               (i) An  employee  who is  offered  a regular  performance  review
        position  with a salary  grade  which is within one salary  grade of the
        position  held  by the  employee  prior  to  receipt  of  notice  of his
        displacement under the Guideline;

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               4.     Section 3 is hereby amended in its entirety to
read as follows:
               Section 3.  Participation
               -------------------------

               (a) An employee  eligible to  participate  under  Section 2 shall
        become a  participant  entitled to benefits  under Section 4 of the Plan
        if, after being notified of coverage under Section 2, he (i) accepts, in
        writing on a form provided by the Company,  during the Election  Period,
        the  severance  benefits  payable  under  Section  4,  (ii)  elects,  if
        eligible,  between the severance  benefits described in Section 4(a) and
        the severance  benefits  described in Section 4(b), and (iii) executes a
        full waiver and release of claims in such form and containing such terms
        and conditions as may be acceptable to the Company.

               (b) An eligible employee under Section 2 who does not satisfy the
        requirements  set forth in Section  3(a) (other than  Section  3(a)(ii))
        shall not be entitled to benefits under this Plan. An eligible  employee
        under Section 2 who satisfies the  requirements of Sections  3(a)(i) and
        (iii)  but not  Section  3(a)(ii)  shall be deemed  to have  elected  to
        receive benefits under Section 4(a).

               5.     Section 4 is hereby amended in its entirety to
read as follows:
               Section 4.  Amount of Severance Benefits.
               -----------------------------------------

               (a) Subject to Sections 4(b) and (c) and Section 5,  participants
        shall receive the severance benefits described herein.

                    (i) Severance Pay. Each participant  shall receive severance
               pay  equal to four (4)  weeks of Base  Pay,  plus one (1) week of
               Base Pay for each Year of Service,  up to a maximum of twenty-six
               (26) weeks of Base Pay.

                   (ii) Medical and Dental  Benefits.  Each  participant and his
               dependents  shall  continue  to be  covered by the  medical  plan
               and/or  dental plan  maintained by the Company which covered that
               participant   and  his  dependents  on  the  date  on  which  the
               participant  became  entitled  to  benefits  under  the  Plan  as

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               described in this Section 4(a)(ii), provided that the participant
               authorizes  deduction of his share of the cost of such  continued
               coverage  from the  severance  payments  made to him  pursuant to
               Section 4(a)(i).

                      During the  participant's  Severance  Period,  the Company
               will  continue  to  pay  the  same  percentage  of the  cost  for
               continued  coverage  under the  applicable  medical  plan  and/or
               dental plan for such  participant  and his  dependents as it pays
               for active employees and their dependents covered by that medical
               plan and/or dental plan, and the participant shall be responsible
               for paying the  remaining  cost of continued  coverage  under the
               Com- pany's  medical plan and/or dental plan as determined by the
               Company through deduction from his severance pay. For purposes of
               satisfying the Company's obligation under COBRA to continue group
               health care coverage to the  participant  and his dependents as a
               result of the participant's termination of employment, the period
               during  which the  participant  and his  dependents  continue  to
               participate  in the  Company's  medical  plan and/or  dental plan
               under this  Section  4(a)(ii)  shall be in addition to the period
               during which the  participant  and his dependents are entitled to
               continued coverage under the Company's medical plan and/or dental
               plan under COBRA.  The  participant  and his dependents  shall be
               responsible  for paying the full cost of any  continued  coverage
               under the  Company's  medical  plan and/or  dental  plan which is
               elected  pursuant to COBRA  after  the end  of the  participant's
               Severance Period and the Company shall not contribute to the cost
               of such coverage.

                  (iii)  Outplacement   Services.   Each  participant  shall  be
               eligible for outplacement  services  following his termination of
               employment.  The level of  outplacement  services  provided  to a
               participant  will  be  determined  by the  Company  based  on the
               participant's job classification  upon termination of employment.
               Outplacement  services  shall be  provided by the  individual  or
               organization designated by the Company in its discretion.

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                   (iv) Training Assistance.  Each participant shall be eligible
               for up to One Thousand Dollars  ($1,000.00) as reimbursement  for
               tuition and related  expenses (not  including room and board) for
               classes  completed by that participant  within twelve (12) months
               follow- ing his  termination of  employment.  Tuition and related
               expenses  shall be eligible  for  reimbursement  only if they are
               attributable to classes  offered by an accredited  post-secondary
               educational  or  vocational  institution  which will  enhance the
               participant's  existing  job  skills,  allow the  participant  to
               develop  new job  skills  or lead to an  associate,  bachelor  or
               advanced degree for the participant.

               (b) Notwithstanding the foregoing and subject to Section 4(c) and
        Section 5,  participants  who were notified of their  displacement  from
        their  positions with the Company during the period  beginning April 15,
        1994,  and ending on May 30, 1994, and whose  termination  dates are not
        extended by the  Company,  may elect  the following  benefits in lieu of
        the benefits provided under Section 4(a).

                    (i) Severance Pay. Each participant  shall receive severance
               pay equal to four (4) weeks of Base  Pay,  plus one and  one-half
               (1- 1/2)  weeks of Base Pay for  each  Year of  Service,  up to a
               maximum of thirty-nine (39) weeks of Base Pay.

                   (ii) Medical and Dental  Benefits.  Each  participant and his
               dependents  shall  continue  to be  covered by the  medical  plan
               and/or  dental plan  maintained by the Company which covered that
               participant   and  his  dependents  on  the  date  on  which  the
               participant  became  entitled  to  benefits  under  the  Plan  as
               described in this Section 4(b)(ii), provided that the participant
               authorizes  deduction of his share of the cost of such  continued
               coverage  from the  severance  payments  made to him  pursuant to
               Section 4(b)(i).

                      During the  participant's  Severance  Period,  the Company
               will  continue  to  pay  the  same  percentage  of the  cost  for
               continued  coverage  under the  applicable  medical  plan  and/or
               dental plan for such  participant  and his  dependents as it pays
               for active employees

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               and their  dependents  covered by that medical plan and/or dental
               plan, and the  participant  shall be  responsible  for paying the
               remaining  cost of  continued  coverage  under  the  Com-  pany's
               medical  plan  and/or  dental plan as  determined  by the Company
               through  deduction  from  his  severance  pay.  For  purposes  of
               satisfying the Company's obligation under COBRA to continue group
               health care coverage to the  participant  and his dependents as a
               result of the participant's termination of employment, the period
               during  which the  participant  and his  dependents  continue  to
               participate  in the  Company's  medical  plan and/or  dental plan
               under this  Section  4(b)(ii)  shall be in addition to the period
               during which the  participant  and his dependents are entitled to
               continued coverage under the Company's medical plan and/or dental
               plan under COBRA.  The  participant  and his dependents  shall be
               responsible  for paying the full cost of any  continued  coverage
               under the  Company's  medical plan and/or  dental plan which is
               elected  pursuant to COBRA  after the end of the par-  ticipant's
               Severance Period and the Company shall not contribute to the cost
               of such coverage.

               (c)  Notwithstanding  Section 4(a) or Section  4(b),  in no event
        will the  value of the  benefits  payable  under  Section  4 exceed  the
        participant's Maximum Permitted Benefit.

               6. The  references  in Section 5 and Section 8 to "Section  4(a)"
are hereby changed to "Section 4(a)(i) or Section 4(b)(i)" and the references in
Section 8 to "Section 4(b)" are hereby  changed to "Section  4(a)(ii) or Section
4(b)(ii)."
               7.     The following sentence is hereby added to the
third paragraph of Section 12:
        Any amendment to the Plan shall be in writing, approved by the Board and
        executed by a duly authorized officer of the Company.

               8.     This amendment shall be effective April 15, 1994.

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               Except as amended by this instrument, the Company hereby ratifies
the Plan as adopted effective June 22, 1993.
               DATED:  8/19, 1994.
                                            ARIZONA PUBLIC SERVICE COMPANY



                                            By   Armando Flores
                                              --------------------------------
                                             Its
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