<SUBMISSION>
<ACCESSION-NUMBER>0000950153-03-002259
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>8
<PERIOD>20031106
<ITEMS>7
<FILING-DATE>20031112
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PINNACLE WEST CAPITAL CORP
<CIK>0000764622
<ASSIGNED-SIC>4911
<IRS-NUMBER>860512431
<STATE-OF-INCORPORATION>AZ
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-08962
<FILM-NUMBER>03990128
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>400 NORTH FIFTH STREET
<STREET2>.
<CITY>PHOENIX
<STATE>AZ
<ZIP>85004
<PHONE>6023792500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>400 NORTH FIFTH STREET
<STREET2>.
<CITY>PHOENIX
<STATE>AZ
<ZIP>85004
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AZP GROUP INC
<DATE-CHANGED>19870506
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>p68456e8vk.htm
<DESCRIPTION>8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="center"><FONT size="4"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</FONT>

<DIV align="center"><FONT size="3">Washington, D.C. 20549
</FONT>
</DIV>


<P align="center"><FONT size="5"><B>FORM 8-K</B>
</FONT>


<P align="center"><FONT size="3">CURRENT REPORT
</FONT>


<P align="center"><FONT size="3">Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934
</FONT>


<P align="center"><FONT size="2">Date of Report (Date of earliest event reported): November&nbsp;6, 2003
</FONT>


<P align="center"><FONT size="6"><B>PINNACLE WEST CAPITAL CORPORATION</B><BR>
<HR size="1" noshade width="85%" align="center">
</FONT>

<DIV align="center"><FONT size="2">(Exact name of registrant as specified in its charter)
</FONT>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Arizona</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
1-8962
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">86-0512431</FONT></TD>
</TR>
<TR>
    <TD align="center" valign="top"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<HR size="1" noshade>
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">(State or other jurisdiction<BR>
of incorporation)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(Commission<BR>
File Number)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">(IRS Employer<BR>
Identification Number)</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">400 North Fifth Street, P.O. Box 53999, Phoenix, Arizona</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
85072-3999</FONT></TD>
</TR>
<TR>
    <TD align="center" valign="top"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">(Address of principal executive offices)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(Zip Code)</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="center"><FONT size="2">(602)&nbsp;250-1000<BR>
<HR size="1" noshade width="32%" align="center">
</FONT>

<DIV align="center"><FONT size="2">(Registrant&#146;s telephone number, including area code)
</FONT>
</DIV>


<P align="center"><FONT size="2">NONE<BR>
<HR size="1" noshade width="32%" align="center">
</FONT>

<DIV align="center"><FONT size="2">(Former name or former address, if changed since last report)
</FONT>
</DIV>



<P align="center"><FONT size="2">&nbsp;
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>




<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Index to Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv1w4.txt">Ex-1.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv4w20.txt">EX-4.20</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv4w21.txt">Ex-4.21</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv4w22.txt">Ex-4.22</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv5w2.txt">Ex-5.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv12w3.txt">Ex-12.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="p68456exv12w4.txt">Ex-12.4</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>





<P align="left"><FONT size="2">Item&nbsp;7. Financial Statement, Pro Forma Financial Information and Exhibits
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Exhibits.
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby files the following Exhibits to its Registration
Statement on Form&nbsp;S-3 (No.&nbsp;333-101457) which was declared effective on December
5, 2002.
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">1.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Underwriting Agreement, dated November&nbsp;6, 2003, in connection with the
offering of $165,000,000 of Floating Rate Senior Notes due 2005.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.20</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Second Supplemental Indenture dated as of November&nbsp;1, 2003, relating to
the issuance of $165,000,000 of Floating Rate Senior Notes due 2005.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.21</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Specimen of Note of Floating Rate Senior Notes due 2005.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Calculation Agent Agreement</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Snell &#038; Wilmer Opinion</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">12.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Computation of Ratio of Earnings to Fixed Charges</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">12.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Computation of Ratio of Combined Earnings to Fixed Charges and
Preferred Stock Dividends</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">&nbsp;</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center"><FONT size="2">SIGNATURES
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" valign="top" align="left"><FONT size="2">PINNACLE WEST CAPITAL CORPORATION<br>
(Registrant)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Dated: November&nbsp;10, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">/s/Barbara M. Gomez</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Barbara M. Gomez
Treasurer</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">2
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "Index to Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center"><FONT size="2">Index to Exhibits
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">1.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Underwriting Agreement, dated November&nbsp;6, 2003, in connection with the
offering of $165,000,000 of Floating Rate Senior Notes due 2005.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.20</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Second Supplemental Indenture dated as of November&nbsp;1, 2003, relating to
the issuance of $165,000,000 of Floating Rate Senior Notes due 2005.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.21</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Specimen of Note of Floating Rate Senior Notes due 2005.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Calculation Agent Agreement</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Snell &#038; Wilmer Opinion</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">12.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Computation of Ratio of Earnings to Fixed Charges</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">12.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Computation of Ratio of Combined Earnings to Fixed Charges and
Preferred Stock Dividends</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">&nbsp;
</FONT>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.4
<SEQUENCE>3
<FILENAME>p68456exv1w4.txt
<DESCRIPTION>EX-1.4
<TEXT>
<PAGE>

                                                                  EXECUTION COPY

                        PINNACLE WEST CAPITAL CORPORATION

                             UNDERWRITING AGREEMENT

                                                                November 6, 2003

Barclays Capital Inc.
BNY Capital Markets, Inc.
McDonald Investments Inc.

c/o Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

Dear Sir or Madam:

      1. Introduction. Pinnacle West Capital Corporation, an Arizona corporation
(the "COMPANY"), proposes to issue and sell to the Underwriters (as defined
herein) $165,000,000 aggregate principal amount of the Company's Floating Rate
Senior Notes due November 1, 2005 (the "NOTES"). The term "UNDERWRITERS", as
used herein, shall be deemed to mean Barclays Capital Inc. ("BARCLAYS") and the
other several persons, firms or corporations named in Schedule A hereto
(including all substituted Underwriters under the provisions of Section 7
hereof). All obligations of the Underwriters hereunder are several and not
joint.

      2. Representations and Warranties of the Company. In connection with the
offering of the Notes, the Company represents and warrants to, and agrees with,
the several Underwriters that:

            (a) A registration statement on Form S-3 (File No. 333-101457) in
respect of the Notes (and certain other securities) has been filed with the
Securities and Exchange Commission (the "COMMISSION"); such registration
statement and any post-effective amendment thereto, each in the form heretofore
made available to the Underwriters, has been declared effective by the
Commission under the Securities Act of 1933, as amended (the "ACT") and is
effective as of the date hereof; and no stop order suspending the effectiveness
of such registration statement has been issued, no order directed to the
adequacy of any document incorporated by reference in the Prospectus (as defined
below) has been issued and no proceeding for either purpose has been initiated
or threatened by the Commission (any preliminary prospectus relating to the
Notes filed with the Commission pursuant to Rule 424 under the Act, is
hereinafter called a "PRELIMINARY PROSPECTUS"; the various parts of such
registration statement, including all exhibits thereto, each as amended from
time to time, are hereinafter collectively called the "REGISTRATION STATEMENT";
the prospectus relating to the Notes, including the prospectus supplement to be
filed with the Commission pursuant to Rule 424(b) under the Act in accordance
with Section 4(a) hereof, is hereinafter called the "PROSPECTUS"; any reference
herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the
<PAGE>
case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; and any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement).

            (b) Each part of the Registration Statement relating to the Notes,
when such part became effective (including without limitation pursuant to the
fourth undertaking in Item 17 of the Registration Statement) conformed in all
material respects to the requirements of the Act and the rules and regulations
of the Commission (the "RULES AND REGULATIONS"), and did not contain an untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; any
Preliminary Prospectus filed pursuant to Rule 424 under the Act complied when so
filed in all material respects with the Act and the Rules and Regulations; and
on the date of this Agreement, the Registration Statement and the Prospectus
conform in all material respects to the requirements of the Act and the Rules
and Regulations and do not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to (i) any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company by any Underwriter through Barclays specifically for use in the
Preliminary Prospectus or the Prospectus or (ii) that part of the Registration
Statement that consists of the Statement of Eligibility and Qualification (Form
T-1) under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE
ACT") of The Bank of New York, as trustee under the Indenture described below.
The documents incorporated by reference in the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed in
all material respects with the requirements of the Act or the Exchange Act, as
applicable, and the Rules and Regulations.

            (c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Arizona, and is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, and where the failure to be so qualified
would have a material adverse effect on the current or future consolidated
financial position, stockholders' equity or results of operation of the Company
and its consolidated subsidiaries ("MATERIAL ADVERSE EFFECT").

            (d) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the consolidated financial position, stockholders'
equity or results of operations of the Company and its consolidated
subsidiaries, otherwise than as set forth or contemplated in the Prospectus.

            (e) The Indenture dated as of December 1, 2000 between the Company
and The Bank of New York, as trustee, as supplemented and amended by various
supplemental


                                       2
<PAGE>
indentures to the date hereof (the "SENIOR NOTE INDENTURE") has been duly
qualified under the Trust Indenture Act and has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity.

            (f) The Second Supplemental Indenture, to be dated as of November 1,
2003, establishing the terms of the Notes (the "SECOND SUPPLEMENTAL INDENTURE"
and together with the Senior Note Indenture, the "INDENTURE") has been duly
authorized by the Company and, when executed and delivered by the Company, will
be a valid and binding agreement of the Company, enforceable against the Company
in accordance with its terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and general principles of
equity. The Second Supplemental Indenture will be executed by the Company on or
prior to the Closing Date.

            (g) The Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of this
Agreement, will be entitled to the benefits of the Indenture, will be valid and
binding obligations of the Company, in each case enforceable against the Company
in accordance with their respective terms, subject to applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally and general
principles of equity and will conform to the description of the Notes contained
in the Prospectus.

            (h) The issuance, execution, delivery, and sale of the Notes by the
Company and the compliance by the Company with all of the provisions of this
Agreement, the Indenture and the Notes and the consummation of the transactions
herein contemplated will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Company is a party or by which the Company is bound
or to which any of the property or assets of the Company is subject, nor will
such action result in any violation of the provisions of the Articles of
Incorporation or By-laws of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and
sale of the Notes or the consummation by the Company of the transactions
contemplated by this Agreement, except the registration of the Notes under the
Act, the qualification of the Indenture under the Trust Indenture Act, and such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the purchase
and distribution of the Notes by the Underwriters.

            (i) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries, is a party which, if determined adversely to the Company or any of
its subsidiaries, would have a Material Adverse Effect and, to the Company's
knowledge, no such proceedings are threatened by governmental authorities or
others.


                                       3
<PAGE>
            (j) Except as disclosed in the Prospectus, the operations and
properties of the Company, Arizona Public Service Company ("APS") and Pinnacle
West Energy Corporation ("PWEC") comply in all material respects with all
applicable foreign, federal, state or local laws and regulations and any
decision or order of any governmental agency or body or any court relating to
the environment, the effect of the environment on human health or hazardous or
toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"),
except where the necessity of compliance therewith is being contested in good
faith by appropriate proceedings or such noncompliance with Environmental Laws
would not have a Material Adverse Effect.

            (k) The Company is not and, after giving effect to the offering and
sale of the Notes, will not be an "investment company", as such term is defined
in the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY
ACT").

            (l) The financial statements included in the Registration Statements
and the Prospectus present fairly in all material respects the financial
position of the Company and its consolidated subsidiaries as of the dates shown
and their results of operations and cash flows for the periods shown, and such
financial statements have been prepared in conformity with the generally
accepted accounting principles in the United States applied on a consistent
basis (except as disclosed therein); the schedules included in the Registration
Statements present fairly in all material respects the information required to
be stated therein; and the Company and its subsidiaries maintain systems of
internal accounting controls and processes sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles; and (iii) assets are safeguarded from loss or
unauthorized use.

            (m) This Agreement has been duly authorized, executed and delivered
by the Company.

            (n) The Company (i) is a "holding company", as such term is defined
in the Public Utility Holding Company Act of 1935, as amended, and (ii) is
currently exempt from all provisions of the Public Utility Holding Company Act
of 1935, as amended, except Section 9(a)(2) thereof.

      3. Purchase, Sale and Delivery of Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, the principal amount of the Notes set forth opposite the names
of the Underwriters in Schedule A hereto at the price specified in Schedule B
hereto. Payment for the Notes shall be made to the Company in Federal or other
funds immediately available at the time (the "Closing Date") and place set forth
in Schedule B hereto, upon delivery to Barclays of the Notes, in fully
registered global form registered in the name of Cede & Co., for the respective
accounts of the several Underwriters of the Notes.

      The Company is advised by the Underwriters that they propose to make a
public offering of the Notes as soon after this Agreement has been entered into
as in the judgment of Barclays is advisable. The terms of the public offering of
the Notes are set forth in the Prospectus.


                                       4
<PAGE>
      4. Covenants of the Company. The Company covenants and agrees with each
Underwriter that:

            (a) The Company will file the Prospectus with the Commission
pursuant to and in accordance with Rule 424(b) not later than the second
business day following the execution of this Agreement.

            (b) The Company will advise Barclays promptly of any proposed
amendment or supplementation of the Registration Statement or the Prospectus
prior to the completion of the offering of the Notes as contemplated herein. The
Company will also advise Barclays of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement or of any part
thereof prior to the completion of the offering of the Notes as contemplated
herein, and will use its best efforts to prevent the issuance of any such stop
order and to obtain as soon as possible its lifting, if issued.

            (c) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact, or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or supplement
the Registration Statement or the Prospectus to comply with applicable law, the
Company promptly will prepare and file with the Commission and furnish, at its
own expense, to the Underwriters and to the dealers (whose names and addresses
Barclays will furnish to the Company) to which Notes have been sold by Barclays
on behalf of the Underwriters and to any other dealers upon request, an
amendment or supplement that will correct such statement or omission or an
amendment that will effect such compliance. Neither Barclays' consent to, nor
the Underwriters' delivery of, any such amendment or supplement shall constitute
a waiver of any conditions set forth in Section 5 hereof.

            (d) As soon as practicable, but not later than 18 months, after the
date of this Agreement, the Company will make generally available to its
security holders an earning statement or statements (which need not be audited)
covering a period of at least 12 months beginning after the effective date of
the Second Registration Statement (as defined in Rule 158(c) under the Act),
which will satisfy the provisions of Section 11 (a) of the Act and the rules and
regulations thereunder.

            (e) The Company will furnish to Barclays such copies of the
Registration Statement (including one copy of the Registration Statement for
Barclays and for the counsel for the Underwriters, which is signed and includes
all exhibits), any related preliminary prospectus supplements and the
Prospectus, and all amendments or supplements to such documents, as may be
reasonably requested.

            (f) The Company will arrange or cooperate in arrangements for the
qualification of the Notes for sale under the securities or Blue Sky laws of
such jurisdictions as Barclays designates and will continue such qualifications
in effect so long as required for the distribution of the Notes, provided that
the Company shall not be required to qualify as a foreign corporation in any
State, to consent to service of process in any State other than with respect to


                                       5
<PAGE>
claims arising out of the offering or sale of the Notes, or to meet other
requirements deemed by it to be unduly burdensome.

            (g) During the period of two years after the date of this Agreement,
the Company will furnish to Barclays and, upon request, each of the other
Underwriters, (i) as soon as practicable after the end of each fiscal year, a
balance sheet and statements of income and changes in common stock equity of the
Company as at the end of and for such year, all in reasonable detail and
certified by independent public accountants, and (ii) (A) as soon as practicable
after the end of each quarterly fiscal period (except for the last quarterly
fiscal period of each fiscal year), a balance sheet and statement of income of
the Company as at the end of and for such period, all in reasonable detail and
certified by a principal financial or accounting officer of the Company, (B) as
soon as available, a copy of each report of the Company filed with the
Commission, and (C) from time to time, such other information concerning the
Company as may reasonably be requested. So long as the Company has active
subsidiaries, such financial statements will be on a consolidated basis to the
extent the accounts of the Company and its subsidiaries are consolidated.

            (h) The Company will pay all expenses incident to the performance of
its obligations under this Agreement, and will reimburse the Underwriters for
any reasonable expenses (including reasonable fees and disbursements of counsel)
incurred by them in connection with the qualification of the Notes, and the
determination of their eligibility for investment, under the laws of such
jurisdictions as Barclays shall designate, and the printing of memoranda
relating thereto, and for any fees charged by investment rating agencies for the
rating of the Notes.

            (i) For the period beginning on the date of this Agreement and
ending on the Closing Date, the Company will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file with the
Commission a registration statement under the Act relating to, any additional
debt securities of the Company (or warrants to purchase debt securities of the
Company) substantially similar to the Notes, without the prior written consent
of Barclays.

      5. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Notes on the Closing Date
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder, and to the following additional conditions
precedent:

            (a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date there shall not have occurred any downgrading or
withdrawal, nor shall any notice have been given of any intended or potential
downgrading or withdrawal or of any review for a possible change that does not
indicate the direction of the possible change, in the rating accorded any of the
Company's securities by Moody's Investor Service's, Inc. or Standard & Poor's, a
division of The McGraw-Hill Companies, Inc.; and

            (b) At the Closing Date the Notes shall be rated at least BBB- by
S&P and Baa2 by Moody's, and the Company shall have delivered to the
Underwriters a letter, dated the


                                       6
<PAGE>
Closing Date, from each such rating agency, or other evidence reasonably
satisfactory to the Underwriters, confirming that the Notes have been assigned
such ratings.

            (c) On the Closing Date, the Underwriters shall have received a
letter, dated the Closing Date, of Deloitte & Touche confirming that they are
independent public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating to the effect that:

                  (i) in their opinion the financial statements and any
      schedules and any summary of earnings examined by them and included in the
      Prospectus comply as to form in all material respects with the applicable
      accounting requirements of the Act and the related published Rules and
      Regulations;

                  (ii) they have performed the procedures specified by the
      American Institute of Certified Public Accountants for a review of interim
      financial information as described in Statement of Auditing Standards No.
      100, Interim Financial Information, on any unaudited financial statements
      included in the Registration Statement;

                  (iii) on the basis of the review referred to in clause (ii)
      above, a reading of the latest available interim financial statements of
      the Company, inquiries of officials of the Company who have responsibility
      for financial and accounting matters and other specified procedures,
      nothing came to their attention that caused them to believe that:

                        (A) the unaudited financial statements, if any, and any
            summary of earnings included in the Prospectus do not comply as to
            form in all material respects with the applicable accounting
            requirements of the Act and the related published Rules and
            Regulations or any material modifications should be made to such
            unaudited financial statements and summary of earnings for them to
            be in conformity with generally accepted accounting principles;

                        (B) if any unaudited "capsule" information is contained
            in the Prospectus, the unaudited consolidated operating revenues,
            gross income, net income and net income per share amounts or other
            amounts constituting such "capsule" information and described in
            such letter do not agree with the corresponding amounts set forth in
            the unaudited consolidated financial statements or were not
            determined on a basis substantially consistent with that of the
            corresponding amounts in the audited statements of income;

                        (C) at the date of the latest available balance sheet
            read by such accountants, or at a subsequent specified date not more
            than three business days prior to the date of such letter, there was
            any change in the amounts of common stock, redeemable preferred
            stock, or non-redeemable preferred stock of the Company or any
            increase, exceeding $10,000,000, in long-term debt of the Company
            or, at the date of the most recent available unaudited financial
            statements there was any decrease in net assets as compared with
            most amounts shown in the most recent financial statements
            incorporated by reference in the Registration Statement; or


                                       7
<PAGE>
                        (D) for the period from the closing date of the latest
            income statement included in the Prospectus to the closing date of
            the latest available income statement read by such accountants there
            were any decreases, as compared with the corresponding period of the
            previous year and with the period of corresponding length ended the
            date of the latest income statement included in the Prospectus, in
            the amounts of total revenues or net income, except in all cases for
            increases or decreases which result from the declaration or payment
            of dividends;

      except in all cases set forth in clauses (C) and (D) above for changes,
      increases or decreases which the Prospectus discloses have occurred or may
      occur or which are described in such letter; and

                  (iv) they have compared specified dollar amounts (or
      percentages derived from such dollar amounts) and other financial
      information contained in the Prospectus (in each case to the extent that
      such dollar amounts, percentages and other financial information are
      derived from the general accounting records of the Company and its
      subsidiaries subject to the internal controls of the Company's accounting
      system or are derived directly from such records by analysis or
      computation) with the results obtained from inquiries, a reading of such
      general accounting records and other procedures specified in such letter
      and have found such dollar amounts, percentages and other financial
      information to be in agreement with such results, except as otherwise
      specified in such letter.

All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus for
purposes of this subsection.

            (d) No stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Company or the
Underwriters, shall be contemplated by the Commission.

            (e) Subsequent to the execution of this Agreement, (i) there shall
not have occurred any change, or any development involving a prospective change,
in or affecting particularly the business or properties of the Company or its
subsidiaries which, in the judgment of Barclays, materially impairs the
investment quality of the Notes, (ii) there shall not have occurred a suspension
of trading of any securities of the Company by the Commission or the New York
Stock Exchange or a suspension or material limitation in trading in securities
generally on the New York Stock Exchange, (iii) there shall not have occurred a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities, (iv) there shall not have occurred
any major disruption of settlements of securities or clearance services in the
United States, and (v) there shall not have occurred any outbreak or escalation
of major hostilities in which the United States is involved, any declaration of
war by Congress or any other substantial national or international calamity or
emergency if, in the judgment of Barclays, the effect of any such outbreak,
escalation, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the sale of and payment for the Notes.


                                       8
<PAGE>
            (f) The Underwriters shall have received an opinion of Snell &
Wilmer L.L.P., counsel for the Company, dated the Closing Date, to the effect
that:

                  (i) The Company is a corporation duly organized, validly
      existing, and in good standing under the laws of the State of Arizona with
      the corporate power and authority to carry on its business as described in
      the Prospectus;

                  (ii) APS and PWEC have been duly incorporated and are validly
      existing as corporations in good standing under the laws of their
      jurisdictions of incorporation; APS and PWEC are duly qualified as a
      foreign corporations to do business, and are in good standing, in the
      States of (a) California, Montana, New Mexico, Oregon, Texas, Washington
      and Wyoming and (b) California, Nevada and New Mexico, respectively;

                  (iii) To the actual knowledge of those persons in the Lawyer
      Group (defined below), except as described in the Prospectus, there are no
      pending or overtly threatened actions or proceedings before any court or
      governmental agency in which the Company or any of its subsidiaries is a
      party or in which any property of the Company or any of its subsidiaries
      is the subject, which are likely to have a materially adverse effect on
      the current or future consolidated financial position, stockholders equity
      or results of operations of the Company and its consolidated subsidiaries.
      With respect to the matters discussed in the immediately preceding
      sentence, the standard of materiality considered is that provided for in
      Item 103 (Reg. Section 229.103) of Regulation S-K promulgated under the
      Securities Act of 1933, as amended. In giving the foregoing opinion, such
      counsel may rely solely upon inquiry among the lawyer group (the "LAWYER
      GROUP") consisting of those lawyers in the offices of Snell & Wilmer,
      L.L.P. who (i) have recorded any time on the transaction to which this
      opinion relates or (ii) have billed more than ten hours on any matter
      involving the Company in the twelve-month period preceding November 6,
      2003, the date as of which the list of such lawyers was compiled for
      purposes of inquiry for this opinion. This opinion is limited to matters
      which have been given substantive attention by the Lawyer Group in the
      form of legal consultation as described in Paragraph 2 of the ABA
      Statement of Policy Regarding Lawyers' Responses to Auditors' Requests.
      for Information (December 1975);

                  (iv) This Agreement has been duly authorized, executed and
      delivered by the Company;

                  (v) The execution and delivery by the Company of, and the
      issue and sale of the Notes by the Company and the compliance by the
      Company with all of the provisions of this Agreement, the Indenture and
      the Notes do not contravene or constitute a default under (a) the Articles
      or the By-laws of the Company, or (b) any contractual or legal restriction
      contained in any document listed in the Certificate (as defined in and
      attached to such opinion). In giving the opinion expressed in clause (b)
      of the immediately preceding sentence, such counsel may express no opinion
      regarding compliance by the Company or any subsidiary with any financial
      covenants required to be maintained by the Company or any subsidiary under
      any agreement or document;


                                       9
<PAGE>
                  (vi) No consent, approval, authorization, order, registration
      or qualification of or with any such court or governmental agency or body
      is required for the issue and sale of the Notes or the consummation by the
      Company of the transactions contemplated by this Agreement, except the
      registration under the Act of the Notes, the qualification of the
      Indenture under the Trust Indenture Act, and such consents, approvals,
      authorizations, registrations or qualifications as may be required under
      state securities or Blue Sky laws (as to which such counsel shall not be
      required to express an opinion);

                  (vii) The statements set forth in the Prospectus under the
      captions "Description of Debt Securities" and "Description of the Senior
      Notes", insofar as they purport to constitute a summary of the terms of
      the Notes, are accurate, complete and fair in material respects;

                  (viii) The Company is not an "investment company", as such
      term is defined in the Investment Company Act;

                  (ix) The documents incorporated by reference in the Prospectus
      as amended or supplemented as of the Closing Date (other than financial
      statements and schedules and other financial or statistical data included
      or incorporated by reference therein or omitted therefrom, as to which
      such counsel expresses no opinion), when they became effective or were
      filed with the Commission, as the case may be, complied as to form in all
      material respects with the requirements of the Act or the Exchange Act, as
      applicable, and the Rules and Regulations of the Commission thereunder;

                  (x) The Registration Statement and the Prospectus, and each
      amendment or supplement thereto, as of the Closing Date (other than
      financial statements and schedules and other financial or statistical data
      included or incorporated by reference therein or omitted therefrom, as to
      which such counsel expresses no opinion) comply as to form in all material
      respects with the requirements of the Act and the Rules and Regulations
      thereunder. Although such counsel does not assume any responsibility for
      the accuracy, completeness or fairness of the statements contained in the
      Registration Statements or the Prospectus, except for those referred to in
      the opinion in Paragraph (vii) hereof, those persons in the Lawyer Group
      have no reason to believe that the Registration Statement, as of its
      effective date, or the Prospectus, as of the date of the Prospectus
      Supplement, or in either case, as of the Closing Date, or any amendment
      thereto, as of the Closing Date, excluding in all cases financial
      statements and schedules and other financial or statistical data included
      or incorporated by reference therein or omitted therefrom, as to which
      such counsel expresses no opinion, contained any untrue statement of
      material fact or omitted to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading. To the
      actual knowledge of those persons in the Lawyer Group, there are no legal
      or governmental proceedings required to be described in the Prospectus
      that are not described as required, nor any contracts or documents of a
      character required to be described in the Registration Statement or the
      Prospectus or to be filed as exhibits to the Registration Statement that
      are not described and filed as required (it being understood that such
      counsel need express no opinion as to the statements of eligibility and
      qualification of the trustee under the Indenture);


                                       10
<PAGE>
                  (xi) the Indenture has been duly qualified under the Trust
      Indenture Act and has been duly authorized, executed and delivered by the
      Company and is a valid and binding agreement of the Company, enforceable
      in accordance with its terms, subject to applicable bankruptcy, insolvency
      or similar laws affecting creditors' rights generally and general
      principles of equity; and

                  (xii) the Notes have been duly authorized and, when executed
      and authenticated in accordance with the provisions of the Indenture and
      delivered to and paid for by the Underwriters in accordance with the terms
      of this Agreement, will be entitled to the benefits of the Indenture, and
      will be valid and binding obligations of the Company, in each case
      enforceable in accordance with their respective terms, subject to
      applicable bankruptcy, insolvency or similar laws affecting creditors'
      rights generally and general principles of equity.

      In giving such opinion, Snell & Wilmer L.L.P. may rely to the extent such
counsel deems appropriate upon certificates of the Company as to any factual
matters upon which any such opinions are based and may rely on the opinion of
Underwriters' counsel as to all matters governed by the law of the State of New
York, and further may rely upon the opinion of Morgan, Lewis & Bockius LLP,
delivered to you at the Closing Date, as to all matters under the Public Utility
Holding Company Act of 1935, as amended, and the Federal Power Act, as amended.

            (g) The Underwriters shall have received from counsel for the
Underwriters such opinion or opinions, dated the Closing Date, with respect to
the incorporation of the Company, the validity of the Notes, the Prospectus, and
other related matters as may reasonably be required, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In rendering such opinion, such counsel
may rely as to the incorporation of the Company and all other matters governed
by the laws of the State of Arizona upon the opinion of Snell & Wilmer L.L.P.

            (h) The Underwriters shall have received a certificate of the
President or any Vice President and a principal financial or accounting officer
of the Company, dated the Closing Date, in which such officers, to the best of
their knowledge after reasonable investigation, shall state that the
representations and warranties of the Company in this Agreement are true and
correct, that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to such Closing
Date, that no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission, and that, subsequent to the
date of the most recent financial statements in the Prospectus, there has been
no material adverse change in, or any development involving a prospective
material adverse change, in or affecting the consolidated financial position,
stockholders' equity or results of operations of the Company and its
consolidated subsidiaries, otherwise than as set forth or contemplated in the
Prospectus).

            (i) The Company will furnish the Underwriters with such conformed
copies of such opinions, certificates, letters, and documents as may be
reasonably requested.


                                       11
<PAGE>
      6. Indemnification.

            (a) The Company will indemnify and hold harmless each Underwriter
and each person, if any, who controls such Underwriter within the meaning of the
Act against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter or such controlling person may become subject, under the
Act or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any part of the
Registration Statement relating to the Notes, when such part became effective,
any preliminary prospectus or preliminary prospectus supplement, the Prospectus,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
will reimburse each Underwriter and each such controlling person for any legal
or other expenses reasonably incurred, as incurred, by such Underwriter or such
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, or action; provide however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage, or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through Barclays specifically for use therein. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

            (b) Each Underwriter will severally and not jointly indemnify and
hold harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of the Act, against any losses, claims, damages, or
liabilities to which the Company or any such director, officer, or controlling
person may become subject, under the Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any part of the Registration Statement relating to the Notes,
when such part became effective, any preliminary prospectus or preliminary
prospectus supplement, the Prospectus, or any amendment or supplement thereto,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Barclays
specifically for use therein; and will reimburse any legal or other expenses
reasonably incurred, as incurred, by the Company or any such director, officer,
or controlling person in connection with investigating or defending any such
loss, claim, damage, liability, or action. This indemnity agreement will be in
addition to any liability which such Underwriter may otherwise have.

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party of the commencement thereof;
but the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under subsection (a) or (b) above except to the
extent


                                       12
<PAGE>
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided further that the failure to
notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, without the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party shall not be liable for any
settlement of a claim or action effected without its written consent, which
shall not be unreasonably withheld.

            (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party for any loss,
claim, damage, liability, or action described in subsection (a) or (b) above,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or liabilities
referred to in subsection (a) or (b) above on the following basis: (1) if such
loss, claim, damage, liability, or action arises under subsection (a) above,
then (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the offering of the Notes or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations; and (2) if such loss, claim, damage, liability, or action arises
under subsection (b) above, then in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Underwriter on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations; provide however, that in no case shall any Underwriter (except
as may be provided in any agreement among underwriters relating to the offering
of the Notes) be responsible for any amount in excess of the underwriting
discount or


                                       13
<PAGE>
commission applicable to the Notes purchased by such Underwriter hereunder. For
the purposes of clause (1) above, the relative benefits received by the Company
on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters. For the purposes of clauses (1) and
(2) above, the relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just or equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 6(d). The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this Section 6, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11 (f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

            7. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Notes pursuant to this Agreement and
the number of Notes that such defaulting Underwriter or Underwriters agreed but
failed to purchase is ten percent (10%) or less of the number of Notes that the
Underwriters are obligated to purchase, the Underwriters may make arrangements
satisfactory to the Company for the purchase of such Notes by other persons,
including any of the Underwriters, but if no such arrangements are made by the
Closing Date the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder to purchase the Notes that
such defaulting Underwriter or Underwriters agreed but failed to purchase. If
any Underwriter or Underwriters so default and the number of Notes with respect
to which such default or defaults occur is more than the above-described amount
and arrangements satisfactory to the remaining Underwriters and the Company for
the purchase of such Notes by other persons are not made within thirty-six hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter or the Company, except as provided in Section
8. In any such case either Barclays or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and the
Prospectus or in any other documents or arrangements may be effected. As used in
this Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.


                                       14
<PAGE>
      If this Agreement shall be terminated by the Underwriters because of any
failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason the
Company shall be unable to perform its obligations under this Agreement, the
Company will reimburse the Underwriters for all out of pocket expenses
(including the reasonable fees and disbursements of their counsel) reasonably
incurred by the Underwriters in connection with this Agreement or the offering
contemplated hereunder.

      8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties, and other statements of
the Company or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of the Underwriters or the Company or any of its officers or directors or any
controlling person, and will survive delivery of and payment for the Notes. If
this Agreement is terminated pursuant to Section 7, or if for any reason a
purchase pursuant to this Agreement is not consummated, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
4 and the respective obligations of the Company and the Underwriters pursuant to
Section 6 shall remain in effect.

      9. Notices. All communications hereunder relating to any offering of Notes
will be in writing, and, if sent to the Underwriters, may be mailed, delivered,
or telecopied and confirmed to Barclays, c/o Barclays Capital Inc., 200 Park
Avenue, New York, NY 10066, Attention: Pamela Kendall (fax: 212-412-7680)
provided, however, that any notice to an Underwriter pursuant to Section 6 will
be mailed, delivered, or telecopied and confirmed to each such Underwriter at
its own address. All communications hereunder to the Company shall be mailed to
the Company, Attention: Treasurer, at P.O. Box 53999, Phoenix, Arizona
85072-3999, or delivered, or telecopied and confirmed to the Company at 400
North Fifth Street, Phoenix, Arizona 85004 (fax: 602-250-5640).

      10. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and the Underwriter or Underwriters as are named in
Schedule A hereto and their respective successors and the officers and directors
and controlling persons referred to in Section 6, and no other person will have
any right or obligation hereunder.

      11. Representation of Underwriters. Barclays may act for the Underwriters
in connection with the offering contemplated by this Agreement, and any action
under this Agreement taken by Barclays will be binding upon the Underwriters.

      12. Execution in Counterpart. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute a single instrument.

      13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

      14. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.


                                       15
<PAGE>
      If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement between the Company and the Underwriters in
accordance with its terms.

                                            Very truly yours,

                                            PINNACLE WEST CAPITAL CORPORATION



                                            By: /s/ Barbara M. Gomez
                                               -------------------------------
                                               Name:     Barbara M. Gomez
                                               Title:    Treasurer

Barclays Capital Inc.
BNY Capital Markets, Inc.
McDonald Investments Inc.

By:  BARCLAYS CAPITAL INC.


By: /s/ Pamela Kendall
   ---------------------
   Name: Pamela Kendall
   Title: Director


                                       16
<PAGE>
                                   SCHEDULE A

<TABLE>
<CAPTION>
UNDERWRITER                                                      PRINCIPAL AMOUNT OF NOTES
-----------                                                      -------------------------
<S>                                                              <C>
Barclays Capital Inc.....................................                115,500,000
BNY Capital Markets, Inc.................................                 24,750,000
McDonald Investments Inc.................................                 24,750,000

Total....................................................                165,000,000
</TABLE>
<PAGE>
                                   SCHEDULE B

Underwriting Agreement dated November 6, 2003

Registration Statement No. 333-101457

Lead Underwriter and Address:

      Barclays Capital Inc.
      200 Park Avenue
      New York, New York 10166

Designation:                  Floating Rate Senior Notes due November 1, 2005

Principal Amount:             $165,000,000

Date of Maturity:             November 1, 2005

Interest Rate for
   initial Rate Period:       LIBOR plus .80%

Interest Payment Dates:       February 1, May 1, August 1 and November 1 of each
                              year, commencing February 1, 2004

Interest Determination
    Date:                     The second London Business Date immediately
                              preceding the first day of the relevant Interest
                              Period.

Purchase Price:               99.750% of the principal amount thereof

Public Offering Price:        100% of the principal amount thereof, plus accrued
                              interest, if any, from the date of original
                              issuance thereof

Closing Date and Location:    November 12, 2003
                              Pinnacle West Capital Corporation
                              400 North Fifth Street
                              Phoenix, Arizona 85004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>4
<FILENAME>p68456exv4w20.txt
<DESCRIPTION>EX-4.20
<TEXT>
<PAGE>
                                                                    Exhibit 4.20


                          -----------------------------



                        PINNACLE WEST CAPITAL CORPORATION

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE

                          Second Supplemental Indenture

                          Dated as of November 1, 2003

                                       To

                                    Indenture

                          Dated as of December 1, 2000

                                  ------------

                       Floating Rate Senior Notes due 2005



                          -----------------------------
<PAGE>
      SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2003, between
Pinnacle West Capital Corporation, a corporation duly organized and existing
under the laws of the State of Arizona (herein called the "Company"), having its
principal office at 400 North Fifth Street, Phoenix, Arizona 85004, and The Bank
of New York, a New York banking corporation, as Trustee (herein called the
"Trustee") under the Indenture dated as of December 1, 2000 between the Company
and the Trustee (the "Indenture").

                             RECITALS OF THE COMPANY

      The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (the "Securities"), said Securities to be issued
in one or more series as in the Indenture provided.

      The Company has executed and delivered to the Trustee one indenture
supplemental to the Indenture (the "First Supplemental Indenture") dated as of
March 15, 2001.

      Pursuant to the terms of the Indenture, the Company desires to provide for
the establishment of a new series of its Securities to be known as its Floating
Rate Senior Notes due 2005 (herein called the "Notes due 2005"), the form and
substance of such Notes due 2005 and the terms, provisions, and conditions
thereof to be set forth as provided in the Indenture and this Second
Supplemental Indenture.

      All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, and to make the Notes due 2005, when executed by the
Company and authenticated and delivered by the Trustee, the valid and binding
obligations of the Company, have been done.

      NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the Notes due
2005 by the holders thereof (the "Holders"), and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the Notes due
2005 and the terms, provisions, and conditions thereof, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Notes due 2005, as
follows:

                                   ARTICLE ONE

                         GENERAL TERMS AND CONDITIONS OF
                               THE NOTES DUE 2005

      SECTION 101. There shall be and is hereby authorized a series of
Securities designated the "Floating Rate Senior Notes due 2005" limited in
aggregate principal amount to $165,000,000, except as mentioned below, which
amount shall be as set forth in any Company Order for the authentication and
delivery of the Notes due 2005. The Notes due 2005 shall mature and the
principal shall be due and payable together with all accrued and unpaid interest
thereon on November 1, 2005 (the "Maturity Date"), and shall be issued in the
form of registered
<PAGE>
notes without coupons. The Company may, without the consent of the Holders,
issue additional Notes due 2005 having the same ranking and the same interest
rate, maturity and additional terms as the Notes due 2005. Any additional notes
would, together with the Notes due 2005, constitute a single series of
Securities under the Indenture. Any reference herein to the limitation in
aggregate principal amount of the Notes due 2005 shall take account of any such
issuance and the limitation (originally $165,000,000) shall be adjusted
accordingly.

      SECTION 102. The following defined terms used herein shall, unless the
context otherwise requires, have the meanings specified below. Capitalized terms
used herein for which no definition is provided herein shall have the meanings
set forth in the Indenture.

      "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law or executive order to remain closed or a day on which the Corporate Trust
Office of the Trustee is closed for business.

      "Calculation Agent" means The Bank of New York or its successor appointed
by the Company, acting as calculation agent.

      "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

      "Interest Period" means the period commencing on an Interest Payment Date
(as defined below) for the Notes due 2005 (or commencing on the issue date for
the Notes due 2005, if no interest has been paid or duly made available for
payment since that date) and ending on the day before the next succeeding
Interest Payment Date for the Notes due 2005.

      "LIBOR" for any Interest Determination Date will be the London interbank
offered rate for deposits in U.S. dollars having an index maturity of three
months for a period commencing on the second London Business Day immediately
following such Interest Determination Date (the "Three Month Deposits") in
amounts of not less than $1,000,000, as such rate appears on Telerate Page 3750,
at approximately 11:00 a.m., London time, on such Interest Determination Date.

      "London Business Day" means a day on which dealings in deposits in U.S.
dollars are transacted, or with respect to any future date, are expected to be
transacted, in the London interbank market.

      "Telerate Page 3750" means the display designated on page "3750" on
Moneyline Telerate (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

      SECTION 103. The Notes due 2005 shall be issued in certificated form,
except that the Notes due 2005 shall be issued initially as a Global Security to
and registered in the name of Cede & Co., as nominee of The Depository Trust
Company, as Depositary therefor. Any Notes due 2005 to be issued or transferred
to, or to be held by, Cede & Co. (or any successor thereof) for such purpose
shall bear the depositary legend in substantially the form set forth at the top
of the

                                       2
<PAGE>
form of Note due 2005 in Article Two hereof (in lieu of that set forth in
Section 204 of the Indenture), unless otherwise agreed by the Company, such
agreement to be confirmed in writing to the Trustee. Such Global Security may be
exchanged in whole or in part for Notes due 2005 registered, and any transfer of
such Global Security in whole or in part may be registered, in the name or names
of Persons other than such Depositary or a nominee thereof only under the
circumstances set forth in Clause (2) of the last paragraph of Section 305 of
the Indenture, or such other circumstances in addition to or in lieu of those
set forth in Clause (2) of the last paragraph of Section 305 of the Indenture as
to which the Company shall agree, such agreement to be confirmed in writing to
the Trustee. Principal of, and premium, if any, and interest on the Notes due
2005 will be payable, the transfer of Notes due 2005 will be registrable and
Notes due 2005 will be exchangeable for Notes due 2005 bearing identical terms
and provisions, at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York; PROVIDED, HOWEVER, that payment of
interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Security Register.

      SECTION 104. Each Note due 2005 will bear interest at a per annum rate
(the "Rate of Interest") determined by the Calculation Agent (as described
below) from November 12, 2003 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for until the principal thereof is
paid or made available for payment and at the same per annum rate determined by
the Calculation Agent on any overdue principal and premium and on any overdue
installment of interest, payable on February 1, May 1, August 1 and November 1
of each year (each, an "Interest Payment Date"), commencing on February 1, 2004,
to the person in whose name such Note due 2005 or any Predecessor Security is
registered, at the close of business on the fifteenth calendar day preceding
each Interest Payment Date (each, a "Regular Record Date"). Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Regular Record Date, and shall instead
be paid to the person in whose name the Note due 2005 (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date to be fixed by the Trustee for the payment of such Defaulted
Interest, notice whereof shall be given to the registered Holders of the Notes
due 2005 (or one or more Predecessor Securities) not less than ten days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes due 2005 may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

      The Notes due 2005 will bear interest for each Interest Period at a per
annum rate determined by the Calculation Agent. The per annum interest rate will
be equal to LIBOR on the relevant Interest Determination Date plus 0.80%;
PROVIDED, HOWEVER, that in certain circumstances described below, the interest
rate will be determined by the Calculation Agent in an alternative manner
without reference to LIBOR. Promptly upon such determination, the Calculation
Agent will notify the Trustee of the interest rate for the new Interest Period.
The interest rate determined by the Calculation Agent, absent manifest error,
shall be binding and conclusive upon the beneficial owners and Holders of the
Notes due 2005, the Company and the Trustee.

      If the following circumstances exist on any Interest Determination Date,
the Calculation Agent shall determine the interest rate for the Notes due 2005
as follows:


                                       3
<PAGE>
            (1) In the event LIBOR cannot be determined from the Moneyline
      Telerate service as described herein as of approximately 11:00 a.m. London
      time on such Interest Determination Date, the Calculation Agent shall
      request the principal London offices of each of four major banks in the
      London interbank market selected by the Calculation Agent (after
      consultation with the Company) to provide a quotation of the rate (the
      "Rate Quotation") at which Three Month Deposits in amounts of not less
      than $1,000,000 are offered by it to prime banks in the London interbank
      market, at approximately 11:00 a.m. London time on such Interest
      Determination Date, that is representative of single transactions at such
      time (the "Representative Amounts"). If at least two Rate Quotations are
      provided, the interest rate will be the arithmetic mean of the Rate
      Quotations obtained by the Calculation Agent, plus 0.80%.

            (2) In the event LIBOR cannot be determined from the Moneyline
      Telerate service as described herein and fewer than two Rate Quotations
      are available as provided in (1) above, the interest rate will be the
      arithmetic mean of the rates quoted at approximately 11:00 a.m. New York
      City time on such Interest Determination Date, by three major banks in New
      York City, selected by the Calculation Agent (after consultation with the
      Company), for loans in Representative Amounts in U.S. dollars to leading
      European banks, having an index maturity of three months for a period
      commencing on the second London Business Day immediately following such
      Interest Determination Date, plus 0.80% PROVIDED, HOWEVER, that if fewer
      than three banks selected by the Calculation Agent are quoting such rates,
      the interest rate for the applicable Interest Period will be the same as
      the interest rate in effect for the immediately preceding Interest Period.

      Upon the request of a Holder of the Notes due 2005, the Calculation Agent
will provide to such Holder the interest rate in effect on the date of such
request and, if determined, the interest rate for the next Interest Period.

      Interest on the Notes due 2005 will be calculated on the basis of the
actual number of days for which interest is payable in the relevant Interest
Period, divided by 360. All dollar amounts resulting from such calculations will
be rounded, if necessary, to the nearest cent with one-half cent rounded upward.
In the event that any date on which interest is payable on the Notes due 2005 is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), in each case with the same force
and effect as if made on such date. If the Maturity Date of the Notes due 2005
or any redemption date falls on a day that is not a Business Day, the payment of
principal and interest (to the extent payable with respect to the principal
amount being redeemed if on a redemption date) will be made on the next
succeeding Business Day, and no interest on such payment shall accrue for the
period from and after the maturity date or such redemption date.

      SECTION 105. The Company may not redeem the Notes due 2005 prior to
November 1, 2004. The Company may redeem the Notes due 2005, in whole, on not
less than 30 days' nor more than 60 days' notice, beginning on November 1, 2004
and on each Interest Payment Date thereafter, prior to the Maturity Date of the
Notes due 2005, at a redemption price equal to 100% of

                                       4
<PAGE>
the principal amount plus accrued and unpaid interest thereon to the date of
redemption (the "Redemption Price").

      The Company will mail notice of the redemption, first-class mail postage
prepaid, to each Holder of Notes due 2005 to be redeemed at the Holder's address
in the Securities Register. Notice to the Holders will be given at least 30 but
not more than 60 days before the Redemption Date. Notes due 2005 to be redeemed
become due on the Redemption Date, and interest will cease to accrue on those
Notes due 2005 on the Redemption Date.

      The Company agrees that so long as any of the Notes due 2005 remain
outstanding, there shall at all times be a calculation agent for the Notes due
2005. If the Calculation Agent is unable or unwilling to continue to act as the
Calculation Agent or fails duly to establish the rate of interest for any
Interest Period, the Company shall appoint another leading commercial or
investment bank engaged in the London interbank market to act as such in its
place. In accordance with the agreement between the Company and the Calculation
Agent, the Calculation Agent may not resign its duties without a successor
calculation agent having been appointed as aforesaid.

      SECTION 106. The Notes due 2005 shall be defeasible pursuant to Section
1302 or 1303 of the Indenture.

                                   ARTICLE TWO

                             FORM OF NOTES DUE 2005

      SECTION 201. The Notes due 2005 and the Trustee's certificate of
authentication to be endorsed thereon are to be substantially in the following
forms:

Form of Face of Security:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO PINNACLE WEST
CAPITAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                       5
<PAGE>
                        PINNACLE WEST CAPITAL CORPORATION

                       Floating Rate Senior Note due 2005

No. _________                                           $165,000,000
                                                        CUSIP No. ______________

      Pinnacle West Capital Corporation, a corporation duly organized and
existing under the laws of Arizona (herein called the "Company" which term
includes any successor person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee of The
Depository Trust Company, or registered assigns, the principal sum of One
Hundred Sixty-Five Million Dollars on November 1, 2005 (the "Maturity Date"),
and to pay interest at the rate set forth below on the outstanding principal
amount hereof from time to time from and including November 12, 2003 or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, quarterly in arrears on February 1, May 1, August 1
and November 1 in each year, commencing February 1, 2004, and on the Maturity
Date (each, an "Interest Payment Date"), until the principal hereof is paid or
made available for payment and at the same per annum rate set forth below on any
overdue principal and premium and on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the fifteenth calendar day preceding each Interest Payment Date, (each a
"Regular Record Date"); PROVIDED, HOWEVER, that interest payable on the Maturity
Date, or any redemption date, shall be payable to the person to whom the
principal amount of this Note is payable. Any interest payable on any Interest
Payment Date other than the Maturity Date and not so punctually paid or duly
provided for shall forthwith cease to be payable to the person in whose name
this Note is registered at the close of business on such Regular Record Date and
shall instead be payable to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date for the payment of such interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the registered holder of this Note
(or one or more predecessor Notes) not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this Note
may be listed and upon such notice as may be required by such exchange, as more
fully provided in the Indenture. Principal of this Note shall be payable against
surrender hereof at the corporate trust office of the Trustee or at such other
office or agency of the Company as may be designated by it for such purpose in
the Borough of Manhattan, The City of New York.

      "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law or executive order to remain closed or a day on which the corporate trust
office of the Trustee is closed for business.

      "Calculation Agent" means The Bank of New York or its successor appointed
by the Company, acting as calculation agent.

      "Interest Determination Date" means the second London Business Day
immediately

                                       6
<PAGE>
preceding the first day of the relevant Interest Period.

      "Interest Period" means the period commencing on an Interest Payment Date
for this Note (or commencing on the issue date for this Note, if no interest has
been paid or duly made available for payment since that date) and ending on the
day before the next succeeding Interest Payment Date for this Note.

      "LIBOR" for any Interest Determination Date will be the London interbank
offered rate for deposits in U.S. dollars having an index maturity of three
months for a period commencing on the second London Business Day immediately
following such Interest Determination Date (the "Three Month Deposits") in
amounts of not less than $1,000,000, as such rate appears on Telerate Page 3750,
at approximately 11:00 a.m., London time, on such Interest Determination Date.

      "London Business Day" means a day on which dealings in deposits in U.S.
dollars are transacted, or with respect to any future date, are expected to be
transacted, in the London interbank market.

      "Telerate Page 3750" means the display designated on page "3750" on
Moneyline Telerate (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

      Payment of the principal of and any interest on this Note will be made at
the corporate trust office of the Trustee or at such other office or agency of
the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that, at the option of the Company payment of
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the register for the Notes.

      If any Interest Payment Date falls on a day that is not a Business Day,
the Interest Payment Date will be the next succeeding Business Day (without any
interest or other payment in respect of such delay). If the maturity date of the
Notes or any redemption date falls on a day that is not a Business Day, the
payment of principal and interest (to the extent payable with respect to the
principal amount being redeemed if on a redemption date) will be made on the
next succeeding Business Day, and no interest on such payment shall accrue for
the period from and after the maturity date or such redemption date.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


                                       7
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                        PINNACLE WEST CAPITAL CORPORATION


                                        By
                                           -------------------------------------
                                                Vice President

Attest:


---------------------------------------------
             Associate Secretary

Form of Reverse of Security.

      This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series under
an Indenture, dated as of December 1, 2000, as amended and supplemented from
time to time (herein called the "Indenture", which term shall have the meaning
assigned to it in such instrument), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
in aggregate principal amount to $165,000,000, subject to increase as provided
in Section 101 of the Second Supplemental Indenture, dated as of November 1,
2003, providing for the Notes.

      The Notes are not redeemable prior to November 1, 2004. The Notes will be
redeemable at the Company's option in whole, on not less than 30 days' nor more
than 60 days' notice, beginning on November 1, 2004 and on each Interest Payment
Date thereafter, prior to maturity of the Notes, at a redemption price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon to
the date of redemption.

      If notice has been given as provided in the Indenture and funds for the
redemption of Notes shall have been made available on the redemption date
referred to in such notice, the Notes will cease to bear interest on the date
fixed for such redemption specified in such notice and the only right of the
holders of the Notes will be to receive payment of the redemption price.


                                       8
<PAGE>
      The Company will mail notice of the redemption, first-class mail postage
prepaid, to each holder of Notes at the holder's address in the register for the
Notes. Notice to the holders will be given at least 30 but not more than 60 days
before the redemption date. Notes to be redeemed become due on the redemption
date, and interest will cease to accrue on the Notes on the redemption date.

      The Notes will not be subject to any sinking fund.

      The Notes will bear interest for each Interest Period at a per annum rate
determined by the Calculation Agent as described below (the "Rate of Interest").
The per annum interest rate will be equal to LIBOR on the relevant Interest
Determination Date plus 0.80%; PROVIDED, HOWEVER, that in certain circumstances
described below, the interest rate will be determined by the Calculation Agent
in an alternative manner without reference to LIBOR. Promptly upon such
determination, the Calculation Agent will notify the Trustee of the interest
rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and holders of the Notes, the Company and the Trustee.

      If the following circumstances exist on any Interest Determination Date,
the Calculation Agent shall determine the interest rate for the Notes as
follows:

            (1) In the event LIBOR cannot be determined from the Moneyline
      Telerate service as described herein as of approximately 11:00 a.m. London
      time on such Interest Determination Date, the Calculation Agent shall
      request the principal London offices of each of four major banks in the
      London interbank market selected by the Calculation Agent (after
      consultation with the Company) to provide a quotation of the rate (the
      "Rate Quotation") at which Three Month Deposits in amounts of not less
      than $1,000,000 are offered by it to prime banks in the London interbank
      market, at approximately 11:00 a.m. London time on such Interest
      Determination Date, that is representative of single transactions at such
      time (the "Representative Amounts"). If at least two Rate Quotations are
      provided, the interest rate will be the arithmetic mean of the Rate
      Quotations obtained by the Calculation Agent, plus 0.80%.

            (2) In the event LIBOR cannot be determined from the Moneyline
      Telerate service as described herein and fewer than two Rate Quotations
      are available as provided in (1) above, the interest rate will be the
      arithmetic mean of the rates quoted at approximately 11:00 a.m. New York
      City time on such Interest Determination Date, by three major banks in New
      York City, selected by the Calculation Agent (after consultation with the
      Company), for loans in Representative Amounts in U.S. dollars to leading
      European banks, having an index maturity of three months for a period
      commencing on the second London Business Day immediately following such
      Interest Determination Date, plus 0.80% PROVIDED, HOWEVER, that if fewer
      than three banks selected by the Calculation Agent are quoting such rates,
      the interest rate for the applicable Interest Period will be the same as
      the interest rate in effect for the immediately preceding Interest Period.


                                       9
<PAGE>
      Upon the request of a holder of the Notes, the Calculation Agent will
provide to such holder the interest rate in effect on the date of such request
and, if determined, the interest rate for the next Interest Period.

      No liability shall (in the absence of gross negligence, willful misconduct
or bad faith) attach to the Calculation Agent in connection with the exercise or
non-exercise by it of its powers, duties and discretions.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and events of default
with respect to this Note, in each case upon compliance with certain conditions
set forth in the Indenture.

      If an event of default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee without the consent of such
Holders in certain limited circumstances or with the consent of the Holders of
66 2/3% in principal amount of the securities at the time outstanding of each
series to be affected. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the securities of each
series at the time outstanding, on behalf of the holders of all securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

      As provided in and subject to the provisions of the Indenture, the holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such holder shall have previously given the
Trustee written notice of a continuing event of default with respect to the
Notes, the holders of not less than 25% in principal amount of the Notes at the
time outstanding shall have made written request to the Trustee to institute
proceedings in respect of such event of default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
holders of a majority in principal amount of Notes at the time outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay

                                       10
<PAGE>
the principal of and any premium and interest on this Note at the times, place
and rate, and in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the register of the
Notes, upon surrender of this Note for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the registrar of
the Notes duly executed by the holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the holder surrendering the
same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

      This Note shall be governed by and construed in accordance with the law of
the State of New York, without regard to conflicts of laws principles thereof.


                                       11
<PAGE>
Form of Trustee's Certificate of Authentication.

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Notes of the series designated therein referred to in
the within-mentioned Indenture.

Dated: _____________________              THE BANK OF NEW YORK
                                          AS TRUSTEE


                                          By
                                               ---------------------------------
                                                     AUTHORIZED SIGNATORY


                                  ARTICLE THREE

                        ORIGINAL ISSUE OF NOTES DUE 2005

      SECTION 301. Notes due 2005 in the aggregate principal amount of
$165,000,000 (subject to increase as provided in Section 101) may, upon
execution of this Second Supplemental Indenture, or from time to time
thereafter, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Notes due 2005 in accordance with a Company Order delivered to the Trustee by
the Company, without any further action by the Company.

                                  ARTICLE FOUR

                           PAYING AGENT AND REGISTRAR

      SECTION 401. The Bank of New York will be the Paying Agent and Security
Registrar for the Notes due 2005.

                                  ARTICLE FIVE

                                SUNDRY PROVISIONS

      SECTION 501. Except as otherwise expressly provided in this Second
Supplemental Indenture or in the form of Notes due 2005 or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of Notes due 2005 that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.

      SECTION 502. The Indenture, as heretofore supplemented and amended, and as
supplemented by this Second Supplemental Indenture, is in all respects ratified
and confirmed, and this Second Supplemental Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and therein provided.


                                       12
<PAGE>
      SECTION 503. The Trustee hereby accepts the trusts herein declared,
provided, created, supplemented, or amended and agrees to perform the same upon
the terms and conditions herein and in the Indenture, as heretofore supplemented
and amended, set forth and upon the following terms and conditions:

      The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Second Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general, each and every term and condition
contained in Article Six of the Indenture shall apply to and form a part of this
Second Supplemental Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations, and insertions, if
any, as may be appropriate to make the same conform to the provisions of this
Second Supplemental Indenture.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                            PINNACLE WEST CAPITAL CORPORATION

Attest:

        /s/ Betsy A. Pregulman
--------------------------------------
            Betsy A. Pregulman
            Associate Secretary

                                            By:  /s/ Barbara M. Gomez
                                                --------------------------------
                                                        Barbara M. Gomez
                                                        Treasurer


                                            THE BANK OF NEW YORK, as Trustee

Attest:

        /s/ Barbara Bevelaqua
--------------------------------------
            Barbara Bevelaqua
            Vice President

                                            By:  /s/ Van K. Brown
                                                --------------------------------
                                                        Van K. Brown
                                                        Vice President


                                       13
<PAGE>
STATE OF ARIZONA       )
                       )  ss.:
COUNTY OF MARICOPA     )

      On the 10th day of November, 2003, before me personally came Barbara M.
Gomez, to me known, who, being by me duly sworn, did depose and say that she is
the Treasurer of Pinnacle West Capital Corporation, one of the corporations
described in and which executed the foregoing instrument; that she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that she signed her name thereto by like authority.


                                                  /s/ Linda K. Redman
                                                --------------------------------
                                                         Notary Public

My Commission Expires:


February 8, 2007
----------------------------


STATE OF NEW YORK      )
                       )  ss.:
COUNTY OF NEW YORK     )

      On the 10th day of November, 2003, before me personally came Van K. Brown,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of The Bank of New York, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                                  /s/ Robert Hirsch
                                                --------------------------------
                                                         Notary Public

My Commission Expires:


July 1, 2006
----------------------------


                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.21
<SEQUENCE>5
<FILENAME>p68456exv4w21.txt
<DESCRIPTION>EX-4.21
<TEXT>
<PAGE>

                                                                Exhibit 4.21








      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO PINNACLE WEST
CAPITAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                        PINNACLE WEST CAPITAL CORPORATION

                       Floating Rate Senior Note due 2005

No. 1                                                  $165,000,000
                                                       CUSIP No. 723484 AF 8

      Pinnacle West Capital Corporation, a corporation duly organized and
existing under the laws of Arizona (herein called the "Company" which term
includes any successor person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee of The
Depository Trust Company, or registered assigns, the principal sum of One
Hundred Sixty-Five Million Dollars on November 1, 2005 (the "Maturity Date"),
and to pay interest at the rate set forth below on the outstanding principal
amount hereof from time to time from and including November 12, 2003 or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, quarterly in arrears on February 1, May 1, August 1
and November 1 in each year, commencing February 1, 2004, and on the Maturity
Date (each, an "Interest Payment Date"), until the principal hereof is paid or
made available for payment and at the same per annum rate set forth below on any
overdue principal and premium and on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the fifteenth calendar day preceding each Interest Payment Date, (each a
"Regular Record Date"); PROVIDED, HOWEVER, that interest payable on the Maturity
Date, or any redemption date, shall be payable to the person to whom the
principal amount of this Note is payable. Any interest payable on any Interest
Payment Date other than the Maturity Date and not so punctually paid or duly
provided for shall forthwith cease to be payable to the person in whose name
this Note is registered at the close of business on such Regular Record Date and
shall instead be payable to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date for the payment of such interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the registered holder of this Note
(or one or more predecessor Notes) not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this Note
may be listed and upon such notice as may be required by such exchange, as more
fully provided in the Indenture. Principal of this Note shall be payable against
surrender hereof at the corporate trust office of the Trustee or at such other
office or agency of the Company as may be designated by it for such purpose in
the Borough of Manhattan, The City of New York.

      "Business Day" means any day other than a Saturday or a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law or executive order to remain closed or a day on which the corporate trust
office of the Trustee is closed for business.

      "Calculation Agent" means The Bank of New York or its successor appointed
by the Company, acting as calculation agent.

      "Interest Determination Date" means the second London Business Day
immediately



<PAGE>
preceding the first day of the relevant Interest Period.

      "Interest Period" means the period commencing on an Interest Payment Date
for this Note (or commencing on the issue date for this Note, if no interest has
been paid or duly made available for payment since that date) and ending on the
day before the next succeeding Interest Payment Date for this Note.

      "LIBOR" for any Interest Determination Date will be the London interbank
offered rate for deposits in U.S. dollars having an index maturity of three
months for a period commencing on the second London Business Day immediately
following such Interest Determination Date (the "Three Month Deposits") in
amounts of not less than $1,000,000, as such rate appears on Telerate Page 3750,
at approximately 11:00 a.m., London time, on such Interest Determination Date.

      "London Business Day" means a day on which dealings in deposits in U.S.
dollars are transacted, or with respect to any future date, are expected to be
transacted, in the London interbank market.

      "Telerate Page 3750" means the display designated on page "3750" on
Moneyline Telerate (or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

      Payment of the principal of and any interest on this Note will be made at
the corporate trust office of the Trustee or at such other office or agency of
the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that, at the option of the Company payment of
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the register for the Notes.

      If any Interest Payment Date falls on a day that is not a Business Day,
the Interest Payment Date will be the next succeeding Business Day (without any
interest or other payment in respect of such delay). If the maturity date of the
Notes or any redemption date falls on a day that is not a Business Day, the
payment of principal and interest (to the extent payable with respect to the
principal amount being redeemed if on a redemption date) will be made on the
next succeeding Business Day, and no interest on such payment shall accrue for
the period from and after the maturity date or such redemption date.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


                                       2
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                        PINNACLE WEST CAPITAL CORPORATION


                                        By   /s/ Nancy C. Loftin
                                           -------------------------------------
                                                Vice President

Attest:

          /s/ Betsy A. Pregulman
---------------------------------------------
             Associate Secretary



      This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued and to be issued in one or more series under
an Indenture, dated as of December 1, 2000, as amended and supplemented from
time to time (herein called the "Indenture", which term shall have the meaning
assigned to it in such instrument), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, limited
in aggregate principal amount to $165,000,000, subject to increase as provided
in Section 101 of the Second Supplemental Indenture, dated as of November 1,
2003, providing for the Notes.

      The Notes are not redeemable prior to November 1, 2004. The Notes will be
redeemable at the Company's option in whole, on not less than 30 days' nor more
than 60 days' notice, beginning on November 1, 2004 and on each Interest Payment
Date thereafter, prior to maturity of the Notes, at a redemption price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon to
the date of redemption.

      If notice has been given as provided in the Indenture and funds for the
redemption of Notes shall have been made available on the redemption date
referred to in such notice, the Notes will cease to bear interest on the date
fixed for such redemption specified in such notice and the only right of the
holders of the Notes will be to receive payment of the redemption price.


                                       3
<PAGE>
      The Company will mail notice of the redemption, first-class mail postage
prepaid, to each holder of Notes at the holder's address in the register for the
Notes. Notice to the holders will be given at least 30 but not more than 60 days
before the redemption date. Notes to be redeemed become due on the redemption
date, and interest will cease to accrue on the Notes on the redemption date.

      The Notes will not be subject to any sinking fund.

      The Notes will bear interest for each Interest Period at a per annum rate
determined by the Calculation Agent as described below (the "Rate of Interest").
The per annum interest rate will be equal to LIBOR on the relevant Interest
Determination Date plus 0.80%; PROVIDED, HOWEVER, that in certain circumstances
described below, the interest rate will be determined by the Calculation Agent
in an alternative manner without reference to LIBOR. Promptly upon such
determination, the Calculation Agent will notify the Trustee of the interest
rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and holders of the Notes, the Company and the Trustee.

      If the following circumstances exist on any Interest Determination Date,
the Calculation Agent shall determine the interest rate for the Notes as
follows:

            (1) In the event LIBOR cannot be determined from the Moneyline
      Telerate service as described herein as of approximately 11:00 a.m. London
      time on such Interest Determination Date, the Calculation Agent shall
      request the principal London offices of each of four major banks in the
      London interbank market selected by the Calculation Agent (after
      consultation with the Company) to provide a quotation of the rate (the
      "Rate Quotation") at which Three Month Deposits in amounts of not less
      than $1,000,000 are offered by it to prime banks in the London interbank
      market, at approximately 11:00 a.m. London time on such Interest
      Determination Date, that is representative of single transactions at such
      time (the "Representative Amounts"). If at least two Rate Quotations are
      provided, the interest rate will be the arithmetic mean of the Rate
      Quotations obtained by the Calculation Agent, plus 0.80%.

            (2) In the event LIBOR cannot be determined from the Moneyline
      Telerate service as described herein and fewer than two Rate Quotations
      are available as provided in (1) above, the interest rate will be the
      arithmetic mean of the rates quoted at approximately 11:00 a.m. New York
      City time on such Interest Determination Date, by three major banks in New
      York City, selected by the Calculation Agent (after consultation with the
      Company), for loans in Representative Amounts in U.S. dollars to leading
      European banks, having an index maturity of three months for a period
      commencing on the second London Business Day immediately following such
      Interest Determination Date, plus 0.80% PROVIDED, HOWEVER, that if fewer
      than three banks selected by the Calculation Agent are quoting such rates,
      the interest rate for the applicable Interest Period will be the same as
      the interest rate in effect for the immediately preceding Interest Period.


                                       4
<PAGE>
      Upon the request of a holder of the Notes, the Calculation Agent will
provide to such holder the interest rate in effect on the date of such request
and, if determined, the interest rate for the next Interest Period.

      No liability shall (in the absence of gross negligence, willful misconduct
or bad faith) attach to the Calculation Agent in connection with the exercise or
non-exercise by it of its powers, duties and discretions.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and events of default
with respect to this Note, in each case upon compliance with certain conditions
set forth in the Indenture.

      If an event of default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee without the consent of such
Holders in certain limited circumstances or with the consent of the Holders of
66 2/3% in principal amount of the securities at the time outstanding of each
series to be affected. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the securities of each
series at the time outstanding, on behalf of the holders of all securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

      As provided in and subject to the provisions of the Indenture, the holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such holder shall have previously given the
Trustee written notice of a continuing event of default with respect to the
Notes, the holders of not less than 25% in principal amount of the Notes at the
time outstanding shall have made written request to the Trustee to institute
proceedings in respect of such event of default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
holders of a majority in principal amount of Notes at the time outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay

                                       5
<PAGE>
the principal of and any premium and interest on this Note at the times, place
and rate, and in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the register of the
Notes, upon surrender of this Note for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the registrar of
the Notes duly executed by the holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the holder surrendering the
same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

      This Note shall be governed by and construed in accordance with the law of
the State of New York, without regard to conflicts of laws principles thereof.


                                        6
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Notes of the series designated therein referred to in
the within-mentioned Indenture.

Dated: November 12, 2003                  THE BANK OF NEW YORK
                                          AS TRUSTEE


                                          By   Van K. Brown
                                               ---------------------------------
                                                     AUTHORIZED SIGNATORY




                                        7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.22
<SEQUENCE>6
<FILENAME>p68456exv4w22.txt
<DESCRIPTION>EX-4.22
<TEXT>
<PAGE>
                                                                    Exhibit 4.22


                          CALCULATION AGENCY AGREEMENT
                                    BETWEEN
                       PINNACLE WEST CAPITAL CORPORATION
                                      AND
                              THE BANK OF NEW YORK
                      FLOATING RATE SENIOR NOTES DUE 2005


            THIS AGREEMENT is made as of November 1, 2003, between PINNACLE WEST
CAPITAL CORPORATION, an Arizona corporation, whose principal executive office is
at 400 North Fifth Street, Phoenix, Arizona 85004 (the "Corporation"), and THE
BANK OF NEW YORK, a New York banking corporation, whose principal corporate
trust office is at 101 Barclay Street, New York, New York 10286 (together with
any successor, called the "Calculation Agent").

                             W I T N E S S E T H :

            WHEREAS, the Corporation proposes to issue and sell certain of its
securities designated as Floating Rate Senior Notes due 2005 (the "Notes"). The
Notes are to be issued under an Indenture dated as of December 1, 2000, between
the Corporation and The Bank of New York, as Trustee (the "Trustee"), as amended
and supplemented to the date hereof and as further amended and supplemented by
the Second Supplemental Indenture thereto dated as of November 1, 2003
(collectively, the "Indenture"). Terms used but not defined herein shall have
the meanings assigned to them in the Indenture and the Notes.

            For the purpose of appointing an agent to calculate the Rate of
Interest on the Notes, the Corporation and The Bank of New York agree as
follows:

            1.    Upon the terms and subject to the conditions contained herein,
the Corporation hereby appoints the Calculation Agent as its Calculation Agent
and Calculation Agent hereby accepts such appointment as the Corporation's agent
for the purpose of calculating the Rate of Interest on the Notes. The
Calculation Agent shall determine the Rate of Interest in the manner and at the
times provided in the Second Supplemental Indenture and the Notes.

            2.    The Calculation Agent shall exercise due care to determine the
Rate of Interest on the Notes and shall communicate the same to the Corporation,
the Trustee, The Depository Trust Company and any paying agent identified to it
in writing promptly after each determination. The Calculation Agent will, upon
the request of the holder of any Note, provide the Rate of Interest then in
effect with respect to such Note and, if determined, the Rate of Interest with
respect to such Floating Rate Note which will become effective on the next
Interest Payment Date. No amendment to the
<PAGE>
provisions of the Notes relating to the duties or obligations of the Calculation
Agent hereunder may become effective without the prior written consent of the
Calculation Agent, which consent shall not be unreasonably withheld.

            3.    The Calculation Agent accepts its obligations set forth
herein, upon the terms and subject to the conditions hereof, including the
following, to all of which the Corporation agrees:

                  (a)   The Calculation Agent shall be entitled to such
compensation as may be agreed upon with the Corporation for all services
rendered by the Calculation Agent, and the Corporation promises to pay such
compensation and to reimburse the Calculation Agent for the out-of-pocket
expenses (including reasonable attorneys' and other professionals' fees and
expenses) incurred by it in connection with the services rendered by it
hereunder upon receipt of such invoices as the Corporation shall reasonably
require. The Corporation also agrees to indemnify the Calculation Agent for, and
to hold it harmless against, any and all loss, liability, damage, claim or
expense (including the costs and expenses of defending against any claim
(regardless of who asserts such claim) of liability) incurred by the Calculation
Agent that arises out of or in connection with its accepting appointment as, or
acting as, Calculation Agent hereunder, except such as may result from the gross
negligence, willful misconduct or bad faith of the Calculation Agent or any of
its agents or employees. The Calculation Agent shall incur no liability and
shall be indemnified and held harmless by the Corporation for, or in respect of,
any actions taken, omitted to be taken or suffered to be taken in good faith by
the Calculation Agent in reliance upon (i) the opinion or advice of legal or
other professional advisors satisfactory to it or (ii) written instructions from
the Corporation. The Calculation Agent shall not be liable for any error
resulting from the use of or reliance on a source of information used in good
faith and with due care to calculate any Rate of Interest hereunder. The
provisions of this section shall survive the termination of this Agreement.

                  (b)   In acting under this Agreement and in connection with
the Notes, the Calculation Agent is acting solely as agent of the Corporation
and does not assume any obligations to or relationship of agency or trust for or
with any of the owners or holders of the Notes.

                  (c)   The Calculation Agent shall be protected and shall incur
no liability for or in respect of any action taken or omitted to be taken or
anything suffered by it in reliance upon the terms of the Notes, any notice,
direction, certificate, affidavit, statement or other paper, document or
communication reasonably believed by it to be genuine and to have been approved
or signed by the proper party or parties.


                                     - 2 -
<PAGE>
                  (d)   The Calculation Agent, its officers, directors,
employees and shareholders may become the owners of, or acquire any interest in,
any Notes, with the same rights that it or they would have if it were not the
Calculation Agent, and may engage or be interested in any financial or other
transaction with the Corporation as freely as if it were not the Calculation
Agent.

                  (e)   Neither the Calculation Agent nor its officers,
directors, employees, agents or attorneys shall be liable to the Corporation for
any act or omission hereunder, or for any error of judgment made in good faith
by it or them, except in the case of its or their gross negligence, willful
misconduct or bad faith.

                  (f)   The Calculation Agent may consult with counsel of its
selection and the advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

                  (g)   The Calculation Agent shall be obligated to perform such
duties and only such duties as are herein specifically set forth, and no implied
duties or obligations shall be read into this Agreement against the Calculation
Agent.

                  (h)   Unless herein otherwise specifically provided, any
order, certificate, notice, request, direction or other communication from the
Corporation made or given by it under any provision of this Agreement shall be
sufficient if signed by any officer of the Corporation.

                  (i)   The Calculation Agent may perform any duties hereunder
either directly or by or through agents or attorneys, and the Calculation Agent
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.

                  (j)   The Corporation will not, without first obtaining the
prior written consent of the Calculation Agent, make any change to the Notes in
the forms filed as exhibits to the Corporation's Form S-3 Registration Statement
No. 333-101457 by Form 8-K dated November 6, 2003 if such change would
materially and adversely affect the Calculation Agent's duties and obligations
under this Agreement.

            4.    (a)   The Calculation Agent may at any time resign as
Calculation Agent by giving written notice to the Corporation of such intention
on its part, specifying the date on which its desired resignation shall become
effective; provided, however, that such date shall never be earlier than 30 days
after the receipt of such notice by the Corporation, unless the Corporation
agrees to accept less notice. The


                                     - 3 -
<PAGE>
Calculation Agent may be removed at any time by the filing with it of any
instrument in writing signed on behalf of the Corporation and specifying such
removal and the date when it is intended to become effective. Such resignation
or removal shall take effect upon the date of the appointment by the
Corporation, as hereinafter provided, of a successor Calculation Agent. If
within 30 days after notice of resignation or removal has been given, a
successor Calculation Agent has not been appointed, the Calculation Agent may,
at the expense of the Corporation, petition a court of competent jurisdiction to
appoint a successor Calculation Agent. A successor Calculation Agent shall be
appointed by the Corporation by an instrument in writing signed on behalf of the
Corporation and the successor Calculation Agent. Upon the appointment of a
successor Calculation Agent and acceptance by it of such appointment, the
Calculation Agent so succeeded shall cease to be such Calculation Agent
hereunder. Upon its resignation or removal, the Calculation Agent shall be
entitled to the payment by the Corporation of its compensation, if any is owed
to it, for services rendered hereunder and to the reimbursement of all
out-of-pocket expenses incurred in connection with the services rendered by it
hereunder and to the payment of all other amounts owed to it hereunder.

                  (b)   Any successor Calculation Agent appointed hereunder
shall execute and deliver to its predecessor and to the Corporation an
instrument accepting such appointment hereunder, and thereupon such successor
Calculation Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as such
Calculation Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obliged to transfer and
deliver, and such successor Calculation Agent shall be entitled to receive,
copies of any relevant records maintained by such predecessor Calculation Agent.

                  (c)   Any corporation into which the Calculation Agent may be
merged, or any corporation with which the Calculation Agent may be consolidated,
or any corporation resulting from any merger or consolidation or to which the
Calculation Agent shall sell or otherwise transfer all or substantially all of
its corporate trust assets or business shall, to the extent permitted by
applicable law, be the successor Calculation Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. Notice of any such merger, consolidation or sale shall
forthwith be given to the Corporation and the Trustee.

                  5.    Any notice required to be given hereunder shall be
delivered in person, sent by letter or telecopy or communicated by telephone
(subject, in the case of communication by telephone, to confirmation dispatched
within twenty-four hours by letter or by telecopy), in the case of the
Corporation, 400 North Fifth Street, Phoenix,


                                     - 4 -
<PAGE>
Arizona 85004, telephone: (602) 250-5677, telecopy: (602) 250-5640, Attention:
Treasurer, in the case of The Bank of New York, to Corporate Trust
Administration, 101 Barclay Street, New York, New York 10286, telephone: (212)
815-5498, telecopy: (212) 815-5131 and, in the case of The Depository Trust
Company, to Manager Announcements, Dividend Department, The Depository Trust
Company, 55 Water Street - 25th Floor, New York, New York 10041, telecopy: (212)
855-4555 or (212) 709-1263, or to any other address of which any party shall
have notified the others in writing as herein provided. Any notice hereunder
given by telephone, telecopy or letter shall be deemed to be received when in
the ordinary course of transmission or post, as the case may be, it would be
received.

                  6.    This Agreement and your appointment as Calculation Agent
hereunder shall be construed and enforced in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state, and without regard to conflicts of laws principles, and shall
inure to the benefit of, and the obligations created hereby shall be binding
upon, the successors and assigns of each of the parties hereto.

                  7.    This Agreement may be executed by each of the parties
hereto in any number of counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all such
counterparts shall together constitute one and the same agreement.

                  8.    In the event of any conflict relating to the rights or
obligations of the Calculation Agent in connection with the calculation of the
Rate of Interest on the Notes, the relevant terms of this Agreement shall govern
such rights and obligations.


                                     - 5 -
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.

                                               PINNACLE WEST CAPITAL CORPORATION


                                              By: Barbara M. Gomez
                                                  ______________________________
                                                  Name:  Barbara M. Gomez
                                                  Title: Treasurer


                                               THE BANK OF NEW YORK,
                                               as Calculation Agent


                                              By: Van Brown
                                                  ______________________________
                                                  Name:  Van Brown
                                                  Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>7
<FILENAME>p68456exv5w2.txt
<DESCRIPTION>EX-5.2
<TEXT>
<PAGE>

                                November 6, 2003

Pinnacle West Capital Corporation
400 North 5th Street
Phoenix, Arizona  85004

Ladies and Gentlemen:

      Reference is made to (a) your proposed offering of up to $600,000,000 of
your securities, as contemplated by the registration statement (the
"Registration Statement") on Form S-3, No. 333-101457 filed by you with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), on November 25, 2002, and declared effective by
the Commission on December 5, 2002, which securities include debt securities,
preferred stock, common stock, purchase contracts, units or any combination
thereof; and (b) your issuance and sale of $165,000,000 aggregate principal
amount of Floating Rate Senior Notes due 2005 (the "Notes"), pursuant to the
Underwriting Agreement dated November 6, 2003 (the "Underwriting Agreement")
between you and the underwriters named therein and the Indenture dated as of
December 1, 2000, as amended and supplemented to the date hereof and as further
amended and supplemented by the Second Supplemental Indenture thereto dated as
of November 1, 2003, in substantially the form filed by you as Exhibit 4.20 to
your Form 8-K Report dated November 6, 2003 (the "Indenture").

      We have examined the definitive prospectus, dated December 5, 2002, and
the prospectus supplement, dated November 6, 2003 (the prospectus and prospectus
supplement, and all material incorporated therein by reference being hereinafter
referred to as the "Prospectus"), relating to the Notes. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, and other instruments, certificates, orders,
opinions, correspondence with public officials, certificates provided by your
officers and representatives, and other documents as we have deemed necessary or
advisable for the purposes of rendering the opinions set forth herein.

      Based on the foregoing, it is our opinion that upon the issuance and
delivery of the Notes in accordance with the Underwriting Agreement and the
Indenture, and receipt by you of the consideration set forth in the Prospectus,
the Notes will be validly issued and will constitute your legal, valid, and
binding obligations except as the same may be limited by (a) general principles
of equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium,
or other laws or equitable principles relating to or affecting the enforcement
of creditors' rights generally, and (b) the qualification that certain waivers,
procedures, remedies, and other provisions of the Notes may be unenforceable
under or limited by the law of the State of
<PAGE>
Pinnacle West Capital Corporation
November 6, 2003
Page 2


Arizona; however, such law does not in our opinion substantially prevent the
practical realization of the benefits thereof.

      Consent is hereby given to the use of this opinion as part of the
Registration Statement, and to the use of our name wherever it appears in said
Registration Statement and the related Prospectus.


                                     Very truly yours,


                                     Snell & Wilmer L.L.P.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.3
<SEQUENCE>8
<FILENAME>p68456exv12w3.txt
<DESCRIPTION>EX-12.3
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                  EXHIBIT 12.3


                        PINNACLE WEST CAPITAL CORPORATION
                   COMPUTATION OF EARNINGS TO FIXED CHARGES
                             (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                Nine Months                             Twelve Months Ended
                                                    Ended                                   December 31,
                                               September 30,      ----------------------------------------------------------------
                                                    2003            2002          2001          2000          1999          1998
                                               -------------      --------      --------      --------      --------      --------
<S>                                               <C>             <C>           <C>           <C>           <C>           <C>
Earnings:
   Income from Continuing ..................      $184,580        $206,198      $327,367      $302,332      $269,772      $242,892
     Operations
   Income Taxes ............................        98,530         132,228       213,535       194,200       141,592       138,589
   Fixed Charges ...........................       174,982         219,651       211,958       202,804       194,070       201,184
                                                  --------        --------      --------      --------      --------      --------
     Total .................................       458,092         558,077       752,860       699,336       605,434       582,665
                                                  ========        ========      ========      ========      ========      ========

Fixed Charges:
   Interest Expense ........................       151,539         187,512       175,822       166,447       157,142       163,975
   Estimated Interest Portion of
     Annual Rents ..........................        23,443          32,139        36,136        36,357        36,928        37,209
                                                  --------        --------      --------      --------      --------      --------
     Total Fixed Charges ...................       174,982         219,651       211,958       202,804       194,070       201,184
                                                  ========        ========      ========      ========      ========      ========
Ratio of Earnings to Fixed Charges
   (rounded down) ..........................          2.61            2.54          3.55          3.44          3.11          2.89
                                                  ========        ========      ========      ========      ========      ========
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.4
<SEQUENCE>9
<FILENAME>p68456exv12w4.txt
<DESCRIPTION>EX-12.4
<TEXT>
<PAGE>

                                  EXHIBIT 12.4

                        PINNACLE WEST CAPITAL CORPORATION
                COMPUTATION OF EARNINGS TO COMBINED FIXED CHARGES
                    AND PREFERRED STOCK DIVIDEND REQUIREMENTS
                             (THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>
                                          Nine Months
                                            Ended
                                            9/30/03       2002         2001         2000         1999         1998
                                            -------       ----         ----         ----         ----         ----
<S>                                       <C>           <C>          <C>          <C>          <C>          <C>
Earnings:
      Income from Continuing
         Operations ..................     $184,580     $206,198     $327,367     $302,332     $269,772     $242,892
      Income Taxes ...................       98,530      132,228      213,535      194,200      141,592      138,589
      Fixed Charges ..................      174,982      219,651      211,958      202,804      194,070      201,184
                                           --------     --------     --------     --------     --------     --------
         Total .......................     $458,092     $558,077     $752,860     $699,336     $605,434     $582,665
                                           ========     ========     ========     ========     ========     ========
Fixed Charges:
      Interest Expense ...............     $151,539     $187,512     $175,822     $166,447      157,142     $163,975
      Estimated Interest Portion of
         Annual Rents ................       23,443       32,139       36,136       36,357       36,928       37,209
                                           --------     --------     --------     --------     --------     --------
         Total .......................     $174,982     $219,651     $211,958     $202,804     $194,070     $201,184
                                           ========     ========     ========     ========     ========     ========
Preferred Stock Dividend Requirements:
      Income before income taxes .....     $283,110     $338,426     $540,902     $496,532     $411,364     $281,481
      Net income from continuing
         Operations ..................      184,580      206,198      327,367      302,332      269,772      242,892
                                           --------     --------     --------     --------     --------     --------

      Ratio of income before income
      taxes to net income ............        1.533        1.641        1.652        1.642        1.525        1.571
      Preferred stock dividends ......           --           --           --           --        1,016        9,703
                                           --------     --------     --------     --------     --------     --------
      Preferred stock dividend
         requirements - ratio (above)
         times preferred stock
         dividends ...................           --           --           --           --        1,549       15,239
                                           ========     ========     ========     ========     ========     ========
Fixed Charges and Preferred Stock
Dividend Requirements:
      Fixed charges ..................     $174,982     $219,651     $211,958     $202,804     $194,070     $201,184
      Preferred stock dividend
         requirements ................           --           --           --           --        1,549       15,239
                                           --------     --------     --------     --------     --------     --------
         Total .......................      174,982      219,651      211,958      202,804      195,619      216,423
                                           ========     ========     ========     ========     ========     ========
Ratio of Earnings to combined
      fixed charges and preferred
      stock dividend requirements
      (rounded down) .................         2.61         2.54         3.55         3.44         3.09         2.69
                                           ========     ========     ========     ========     ========     ========

</TABLE>




</TEXT>
</DOCUMENT>
</SUBMISSION>
