Pinnacle West Capital Corp – ‘10-Q’ for 3/31/02 – EX-4.1

On:  Wednesday, 5/15/02, at 12:53pm ET   ·   For:  3/31/02   ·   Accession #:  950147-2-674   ·   File #:  1-08962

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report for the Qtr Ended 03/31/2002         43    179K 
 2: EX-4.1      Amendment to Rights Agreement                          2     13K 
 3: EX-10.1     Amendment No 5 - Decommissioning Trust Agr Unit 2      5     18K 
 4: EX-10.2     Amendment No 3 Decommissioning Trust Agr Unit 1        8     25K 
 5: EX-10.3     Amendment No 6 Decommissioning Trust Agr Unit 2        9     31K 
 6: EX-10.4     Amendment No 3 Decommissioning Trust Agr Unit 3        7     25K 
 7: EX-12.1     Ratio of Earnings to Fixed Charges                     1      6K 

EX-4.1   —   Amendment to Rights Agreement
Exhibit Table of Contents

EX-4.1
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                                                                     Exhibit 4.1

 AMENDMENT TO RIGHTS AGREEMENT

     This Amendment to Rights Agreement (this  "Amendment") is made effective as
of January 1, 2002, by and among Pinnacle West Capital  Corporation,  an Arizona
corporation   ("Pinnacle  West"),   Fleet  National  Bank,   formerly  known  as
BankBoston, N.A. ("Fleet"), and EquiServe Trust Company, N.A. ("EquiServe"),  as
the new Rights Agent.  All  capitalized  terms used herein and not defined shall
have their meanings set forth in the Agreement (as defined below).              

1.   GENERAL  BACKGROUND.  In  accordance  with  Section 27 of the  Amended  and
     Restated Rights Agreement between Pinnacle West and BankBoston, N.A., dated
     as of March 26, 1999 (the "Agreement"),  the parties hereto desire to amend
the Agreement as set forth below.                                     

2.   APPOINTMENT  OF  SUCCESSOR  RIGHTS  AGENT.  Pinnacle  West hereby  appoints
     EquiServe as the  successor  Rights Agent under the Agreement and EquiServe
     hereby accepts such  appointment and assumes and agrees to perform each and
     all of the obligations,  covenants and agreements of the Rights Agent under
the Agreement, as such Agreement may be modified herein.              

3.   REVISION.  Section 21 of the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:       

     CHANGE OF RIGHTS AGENT.  The Rights Agent or any successor Rights Agent may
     resign and be discharged from its duties under this Agreement upon 30 days'
     notice in writing  mailed to the Company and to each transfer  agent of the
     Common Stock or Preferred  Stock by  registered  or  certified  mail,  and,
     following the Distribution  Date, to the holders of the Right  Certificates
     by  first-class  mail.  The  Company  may remove  the  Rights  Agent or any
     successor  Rights  Agent  upon 30 days'  notice in  writing,  mailed to the
     Rights Agent or  successor  Rights  Agent,  as the case may be, and to each
     transfer  agent of the Common Stock or  Preferred  Stock by  registered  or
     certified mail, and, following the Distribution Date, to the holders of the
     Right Certificates by first-class mail. If the Rights Agent shall resign or
     be removed or shall otherwise become incapable of acting, the Company shall
     appoint a successor to the Rights Agent.  If the Company shall fail to make
     such  appointment  within a period of 30 days after  giving  notice of such
     removal or after it has been  notified  in writing of such  resignation  or
     incapacity by the resigning or incapacitated  Rights Agent or by the holder
     of a Right Certificate (who shall,  with such notice,  submit such holder's
     Right  Certificate  for  inspection  by the Company),  then the  registered
     holder  of any  Right  Certificate  may  apply to any  court  of  competent
     jurisdiction  for the  appointment  of a new Rights  Agent.  Any  successor
     Rights  Agent or its agent,  whether  appointed by the Company or by such a
     court,  shall be a corporation,  bank or trust company  organized and doing

EX-4.1
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     business  under the laws of the United States,  in good standing,  which is
     authorized  under such laws to exercise  corporate  trust or stock transfer
     powers and is subject to  supervision  or  examination  by federal or state
     authority and which has  individually  or combined with an affiliate at the
     time of its  appointment as Rights Agent a combined  capital and surplus of
     at least $100 million  dollars.  After  appointment,  the successor  Rights
     Agent  shall  be  vested  with  the  same   powers,   rights,   duties  and
     responsibilities as if it had been originally named as Rights Agent without
     further act or deed;  but the  predecessor  Rights Agent shall  deliver and
     transfer to the successor  Rights Agent any property at the time held by it
     hereunder, and execute and deliver any further assurance,  conveyance,  act
     or deed necessary for the purpose. Not later than the effective date of any
     such  appointment the Company shall file notice thereof in writing with the
     predecessor  Rights  Agent and each  transfer  agent of the Common Stock or
     Preferred  Stock,  and,  following  the  Distribution  Date,  mail a notice
     thereof  in writing to the  registered  holders of the Right  Certificates.
     Failure to give any notice provided for in this Section 21, however, or any
     defect  therein,   shall  not  affect  the  legality  or  validity  of  the
     resignation  or  removal  of the  Rights  Agent or the  appointment  of the
successor Rights Agent, as the case may be.                           

4.   Except as  explicitly  amended  hereby,  the Agreement and all schedules or
exhibits thereto shall remain in full force and effect.               

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in  their  names  and on their  behalf  by and  through  their  duly  authorized
officers, as of the date first set forth above.                                 

PINNACLE WEST CAPITAL CORPORATION       FLEET NATIONAL BANK (FORMERLY KNOWN AS  
                 BANKBOSTON, N.A.)

Faye Widenmann                          Dennis V. Moccia                        
---------------------------------       ----------------------------------------
By: Faye Widenmann                      By: Dennis V. Moccia                    
Title: Vice President & Secretary       Title: Managing Director                

                             EQUISERVE TRUST COMPANY, N.A.

                Dennis V. Moccia
                                        ----------------------------------------
                    By: Dennis V. Moccia
                        Title: Managing Director

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		5/15/02
For Period End:		3/31/02							8-K
		1/1/02		1
		3/26/99		1					8-K
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Pinnacle West Capital Corp.       10-K       12/31/23  147:25M
 2/27/23  Pinnacle West Capital Corp.       10-K       12/31/22  146:28M
 2/25/22  Pinnacle West Capital Corp.       10-K       12/31/21  150:28M
 2/24/21  Pinnacle West Capital Corp.       10-K       12/31/20  144:26M