PINNACLE WEST CAPITAL CORP

AMENDMENT TO THE PINNACLE WEST CAPITAL CORPORATION

RESTATED ARTICLES OF INCORPORATION, AS AMENDED

Article THIRD is amended in its entirety to read as follows:

THIRD the aggregate number of shares that the corporation shall have authority to issue is 310,000,000 divided into 300,000,000 shares of Common Stock, no par value, and 10,000,000 shares of Serial Preferred Stock, no par value. Each issued and outstanding share of Common Stock will entitle the holder thereof to one vote, except as may otherwise be provided by statute. Issued and outstanding shares of Serial Preferred Stock will entitle the holders thereof only to those votes, if any, that may expressly be fixed as hereinafter provided for the respective series thereof or as may otherwise be provided by statute.

The Board of Directors is authorized to provide from time to time for the issuance of shares of Serial Preferred Stock in series and to fix from time to time before issuance the designation, preferences, privileges and voting powers of the shares of each series of Serial Preferred Stock and the restrictions or qualifications thereof, including, without limiting the generality of the foregoing, the following:

(a)The serial designation and authorized number of shares;

(b)The dividend rate, if any, the date or dates on which such dividends will be payable, and the extent to which such dividends may be cumulative;

(c)The price or prices at which shares may be redeemed, and any terms, conditions and limitations upon such redemptions;

(d)The amount or amounts to be received by the holders in the event of voluntary or involuntary dissolution or liquidation of the corporation;

(e)Any sinking fund provisions for redemption or purchase of shares of such series;

(f)The terms and conditions, if any, on which shares may be converted into shares of either capital stock, or of other series of Serial Preferred Stock of the corporation; and

(g)The voting rights, if any, for the shares of such series.