EXHIBIT 4.3

             AMENDED AND RESTATED PINNACLE WEST CAPITAL CORPORATION

                            INVESTORS ADVANTAGE PLAN

          Pinnacle  West  Capital  Corporation,   an  Arizona  corporation  (the
"Company"),  hereby  amends and  restates,  as of October  23,  2002,  its Stock
Purchase and Dividend  Reinvestment Plan, as previously amended (the "DRIP"), in
its entirety to  establish  the  following  Pinnacle  West  Capital  Corporation
Investors Advantage Plan (the "Plan"):

                                    RECITALS:

          WHEREAS, the DRIP has been in existence since 1977; and

          WHEREAS,  the Company desires to amend and restate the DRIP to include
other  stock  purchase  opportunities  and  services in an effort to enhance its
attractiveness  to investors in the Company's  common  stock,  without par value
(the "Common Stock"); and

          WHEREAS,  the purpose of the Plan is to provide  interested  investors
and holders of certain  securities  of the Company and its  subsidiaries  with a
convenient and economical  means of increasing  their  investment in the Company
through (i) regular  investment of cash dividends paid on such securities,  (ii)
optional cash investments, and/or (iii) initial cash investments;

          NOW, THEREFORE:

                                   ARTICLE 1

                                   DEFINITIONS

          The terms  defined in this  Article I shall,  for all purposes of this
Plan, have the following respective meanings:

          ACCOUNT

          The term  "Account"  shall mean,  as to any  Participant,  the account
maintained by the Administrator  evidencing (i) the shares (and/or fraction of a
share) of Common Stock (a)  purchased  through the Plan and/or (b)  deposited by
such  Participant  into the Plan  pursuant to Section 4.1 hereof and credited to
such  Participant;  (ii) any dividends in the form of shares of Common Stock and
any shares  resulting  from a Common Stock split on such shares,  and (iii) cash
held in the Plan pending investment in Common Stock for such Participant.

          ACCOUNT SHARES

          The term "Account  Shares" shall mean all shares (and/or fraction of a
share)  of  Common  Stock  credited  to  the  Account  of a  Participant  by the
Administrator,  which shall include  shares  deposited into the Plan pursuant to
Section 4.1 hereof.
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          ADMINISTRATOR

          The term  "Administrator"  shall  mean the  individual  (who may be an
employee of the Company),  bank, trust company,  or other entity  (including the
Company)  appointed  from time to time by the  Company  to act as  Administrator
hereunder.

          AUTOMATIC INVESTMENT FORM

          The term "Automatic Investment Form" shall mean documentation that the
Administrator  shall require to be completed and received if Participant  elects
to make an initial cash investment,  or authorize automatic monthly investments,
to be deducted directly from a U.S. checking,  savings,  or credit union account
which is a member of the Automated Clearing House ("ACH") network.

          CASH INVESTMENT FORM

          The term "Cash Investment Form" shall mean  documentation  prepared by
the Administrator  that may be utilized by a Participant when making an optional
cash investment pursuant to Section 2.4 hereof.

          COMMON STOCK

          As defined in the Recitals.

          COMPANY

          As defined in the introduction to the Recitals.

          COMPANY SHARE PURCHASE PRICE

          The term  "Company  Share  Purchase  Price," when used with respect to
newly  issued  shares of Common  Stock,  or shares of Common  Stock  held in the
Company's  treasury,  shall mean the average of the high and low sales prices of
Common Stock on a given  trading day as reported on the New York Stock  Exchange
Composite  Tape and  published  in The Wall Street  Journal,  or, for any day on
which there is no such publication, as published in any other generally accepted
publication  designated by the Independent Agent. In the absence of knowledge of
inaccuracy,  the Independent Agent may rely upon such prices as published in The
Wall  Street  Journal or such other  publication.  In the event no trading is so
reported for a trading day, the Company Share Purchase Price for such shares may
be determined by the Independent Agent on the basis of such market quotations as
it deems appropriate.

          DIRECT DEPOSIT AUTHORIZATION FORM

          The term "Direct Deposit  Authorization Form" shall mean documentation
that the Administrator shall require to be completed and received if Participant
elects to have Dividends deposited directly to a financial  institution which is
a member of the ACH network.

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          DIVIDEND

          The term  "Dividend"  shall mean cash dividends  paid on  Reinvestment
Eligible Securities.

          DIVIDEND PAYMENT DATE

          The term  "Dividend  Payment  Date"  shall mean a date on which a cash
dividend on shares of Common Stock is paid.

          DIVIDEND PROCESSING PERIOD

          The term "Dividend  Processing Period" shall mean a 13-15 business day
period which begins on the Ex-Dividend Date.

          DIVIDEND RECORD DATE

          The term  "Dividend  Record  Date"  shall  mean the date fixed for the
determination  of  shareholders  of record  who will be  entitled  to  receive a
Dividend payable on a Dividend Payment Date.

          DRIP

          As defined in the introduction to the Recitals.

          ELIGIBLE SECURITIES

          The term  "Eligible  Securities"  shall mean those  securities  of the
Company and its  subsidiaries,  whether  issued  prior to, on, or after the date
hereof,  set forth in  Section  6.1  hereof,  and such other  securities  of the
Company  and  its  subsidiaries  as the  Company  may  designate,  in  its  sole
discretion, pursuant to Section 6.2 hereof.

          ENROLLMENT FORMS

          The term  "Enrollment  Forms"  shall mean the  documentation  that the
Administrator shall require to be completed and received (subject to Section 2.1
hereof with respect to automatic  enrollment of DRIP  Participants)  prior to an
investor's   enrollment  in  the  Plan   pursuant  to  Section  2.1  hereof,   a
Participant's  changing  his/her  options under the Plan pursuant to Section 7.1
hereof, or, at the option of a Participant as described in Section 4.1 hereof, a
Participant's  depositing  shares  of Common  Stock  into the Plan  pursuant  to
Section 4.1 hereof. An Enrollment Form may also be used by the Administrator for
other purposes as described  herein or as determined by the  Administrator  from
time to time.

          EXCHANGE ACT

          The term  "Exchange  Act" shall mean the  Securities  Exchange  Act of
1934, as amended, and the rules and regulations thereunder.

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          EX-DIVIDEND DATE

          The term  "Ex-Dividend  Date" shall mean a date prior to the  Dividend
Record  Date,  based  on  industry  regulations,  necessary  to  allow  for  the
settlement of traded securities by the Dividend Record Date.

          FOREIGN PERSON

          The term  "Foreign  Person"  shall mean a Person  that is a citizen or
resident of, or is organized or  incorporated  under, or has its principal place
of business in, a country other than the United  States,  its  territories,  and
possessions.

          INDEPENDENT AGENT

          The term  "Independent  Agent" shall mean an agent  independent of the
Company  who  satisfies   applicable  legal   requirements   (including  without
limitation the requirements of Rule 10b-6 and Rule 10b-18  promulgated under the
Exchange Act) and who has been selected by the Company, pursuant to Section 10.6
hereof,  to serve as an Independent  Agent for purposes of making  purchases and
sales of Common Stock under the Plan.

          INITIAL ENROLLMENT FORM

          The term  "Initial  Enrollment  Form" shall mean the specific  type of
Enrollment  Form (defined  above) required for all new investors in the Plan who
are not existing shareholders.

          INVESTMENT DATE

          The term  "Investment  Date" shall mean the date on which the purchase
price for all shares of Common Stock to be purchased during an Investment Period
has been  determined.  If shares are  purchased  from the  Company  pursuant  to
Section 3.3 hereof,  the  Investment  Date will be the first day of the relevant
Investment Period. If the Investment Date would otherwise fall on a day on which
the New York Stock  Exchange is not open, the first day  immediately  succeeding
such day on which the New York  Stock  Exchange  is open will be the  Investment
Date.

          INVESTMENT PERIOD

          The term "Investment Period" shall mean the period during which Common
Stock is  purchased.  An  Investment  Period  will occur  approximately  every 5
business days,  except that an Investment Period which would normally begin on a
Dividend  Record Date will be postponed  until the second business day following
the Dividend Record Date.

          INVESTMENT STATEMENT

          The  term  "Investment  Statement"  shall  mean  a  written  statement
prepared by the  Administrator  and sent to a  Participant  after an  Investment
Period in which the Participant's  Account had investment activity, or otherwise
as the  Administrator  shall  determine to be appropriate or as provided in this
Plan,  which  statement  reflects (i) the  purchase  price and number of Account
Shares  purchased  for  or  credited  to  the  Participant's  Account  for  such

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Investment  Period,  (ii) the total  number of Account  Shares  credited  to the
Participant's  Account at the date of such statement,  and (iii) such additional
information  regarding  the  Participant's  Account  as  the  Administrator  may
determine to be pertinent to the Participant.

          MARKET SHARE PURCHASE PRICE

          The term  "Market  Share  Purchase  Price,"  when used with respect to
shares of Common Stock  purchased  in the open  market,  shall mean the weighted
average purchase price per share (including brokerage  commissions,  any related
service  charges,  and  applicable  taxes)  of the  aggregate  number  of shares
purchased in the open market for an Investment Date.

          MARKET SHARE SALES PRICE

          The term "Market  Share Sales Price," when used with respect to shares
of Common Stock sold under the Plan, shall mean the weighted average sales price
per  share  (less  brokerage  commissions,  any  related  service  charges,  and
applicable  taxes) of the aggregate number of shares sold in the open market for
the relevant period.

          MAXIMUM AMOUNT

          As defined in Section 2.4 hereof.

          PARTICIPANT

          As defined in Section 2.1 hereof.

          PERSON

          The term "Person" shall mean any individual, corporation, partnership,
limited liability  company,  joint venture,  association,  joint-stock  company,
trust, estate, or unincorporated organization.

          PLAN

          As defined in the introduction to the Recitals.

          PLAN HISTORY STATEMENT

          The term  "Plan  History  Statement"  shall  mean a written  statement
prepared by the  Administrator  and sent to each  Participant upon withdrawal of
any or all Account  Shares upon the issuance of a  certificate  therefor or upon
the  sale of any or all  Account  Shares  from  the  Participant's  Account,  or
otherwise as the Administrator  shall determine to be appropriate or as provided
in this Plan,  which  statement  reflects  (i) the  number of Account  Shares so
withdrawn and certificated, (ii) the number of Account Shares so sold, (iii) the
number of Account Shares, if any, remaining in the Participant's  Account at the
date of such  statement,  and (iv) such  additional  information  regarding  the
Participant's  Account as the Administrator may determine to be pertinent to the
Participant.

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          REINVESTMENT ELIGIBLE SECURITIES

          The term  "Reinvestment  Eligible  Securities"  shall  mean (i)  those
Eligible  Securities of which a Participant  is the record or registered  holder
and on which  such  Participant  has  elected  to have all or a  portion  of the
Dividends  paid  reinvested  in Common  Stock and (ii) a  Participant's  Account
Shares except for Account Shares as to which the  Participant has elected not to
have Dividends  reinvested in Common Stock and has notified the Administrator by
delivery of a completed Enrollment Form of such election.

          SALES/TRANSFER REQUEST FORM

          The term  "Sales/Transfer  Request Form" shall mean the  documentation
that the  Administrator  may require to be  completed  and  received  prior to a
Participant's  (i) sale of Account Shares  pursuant to Section 5.1 hereof,  (ii)
gift or transfer  of Account  Shares  pursuant to Section 5.2 hereof,  and (iii)
termination of participation in the Plan pursuant to Section 7.2 hereof.

          A pronoun or adjective in the masculine  gender  includes the feminine
gender,  and the  singular  includes  the  plural,  unless the  context  clearly
indicates otherwise.

                                   ARTICLE II

                                  PARTICIPATION

          Section 2.1 PARTICIPATION.  Any Person, whether or not a record holder
of Common Stock, may elect to participate in the Plan; PROVIDED,  HOWEVER,  that
if such Person is a Foreign Person, he must provide evidence satisfactory to the
Administrator  that his/her  participation  in the Plan would not violate  local
laws applicable to the Company, the Plan, or such Foreign Person.

          An  election by a Person to  participate  in the Plan shall be made by
completing and returning to the  Administrator an Enrollment Form, or an Initial
Enrollment  Form,  and,  subject to the last two  paragraphs of this Section 2.1
below,  (i)  electing to have  Dividends  on Eligible  Securities  of which such
Person is the record  holder  invested in Common  Stock  pursuant to Section 2.2
hereof,  (ii) depositing  certificates  representing  Common Stock of which such
person is the record  holder into the Plan  pursuant  to Section 4.1 hereof,  or
(iii) making an initial cash investment pursuant to Section 2.3 hereof.

          Any Person who has met such  requirements and has made and not revoked
such  election is herein  referred to as a  "Participant."  Notwithstanding  the
foregoing,  each participant in the DRIP on the date of effectiveness  hereof is
automatically a Participant without submitting a new Enrollment Form;  provided,
however,  that any  such  Participant  who  wishes  to  change  his/her  current
participation in any way must submit a new Enrollment Form to the Administrator.
A Participant  may elect to participate in any or all of the forms of investment
provided  in  Sections  2.2  through  2.4  hereof  and  to  utilize  the  Plan's
safekeeping  services provided in Section 4.1 hereof by submitting an Enrollment
Form designating such election to the Administrator;  provided,  however,  that,
alternatively,  a  Participant  may  elect  to make  optional  cash  investments

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pursuant to Section 2.4 hereof by  submitting to the  Administrator  a completed
optional Cash Investment Form in lieu of an Enrollment Form

          The Company reserves the right to restrict  participation in this Plan
if it believes that such  participation may be contrary to the general intent of
this Plan or in violation of applicable law.

          Section 2.2 DIVIDEND REINVESTMENT.  A Participant may elect any of the
Full  Dividend  Reinvestment,  Partial  Dividend  Reinvestment,  and  Cash  Only
Investment options described in Subsections 2.2.1, 2.2.2, and 2.2.3 hereof.

          Subsection 2.2.1 FULL DIVIDEND REINVESTMENT. Participants enrolling in
the "Full Dividend Reinvestment" option will have Dividends earned on all Common
Stock,  both in their  Plan  Accounts  and held of record by such  Participants,
reinvested  in shares  (and/or  a  fraction  of a share)  of Common  Stock to be
credited to their Accounts in lieu of receiving such Dividends directly.

          Subsection 2.2.2 PARTIAL DIVIDEND REINVESTMENT. Participants enrolling
in  the  "Partial  Dividend  Reinvestment"  option  will  have  Dividends  on  a
designated number of shares of Reinvestment  Eligible  Securities held of record
or in their  Plan  Accounts  paid  directly  to the  Participant  in the  manner
otherwise  associated  with  payment  of  Dividends,   with  the  balance  being
reinvested  in shares  (and/or  a  fraction  of a share)  of Common  Stock to be
credited to their Accounts in lieu of receiving such Dividends directly.

          Subsection 2.2.3 CASH INVESTMENT ONLY.  Participants  enrolling in the
"Cash Investment Only" option may make cash investments pursuant to Sections 2.3
and 2.4 hereof.  Dividends on Eligible  Securities held by such  Participants of
record or in their Plan Accounts will not be reinvested.  Such Dividends will be
paid directly to Participant either by check or direct deposit,  at the election
of the Participant.

          Subsection  2.2.4 NO OPTION CHOSEN.  If Participants do not indicate a
participation  option as described in Subsections 2.2.1, 2.2.2, and 2.2.3 hereof
on their Enrollment Forms, except as otherwise provided for DRIP participants in
Section 2.1 hereof,  such  Participants  will be deemed to have elected the Full
Dividend Reinvestment option described in Subsection 2.2.1 hereof.

          Section 2.3  INITIAL  CASH  INVESTMENT.  A Person who is not already a
Common Stock  shareholder of record may become a Participant by returning to the
Administrator a completed  Initial  Enrollment  Form,  accompanied by an initial
cash  payment  of at least $50,  by check,  money  order,  or  electronic  funds
transfer,  payable through a U.S. bank or other U.S. financial  institution,  in
U.S.  dollars,  to Pinnacle West Capital  Corporation,  to be invested in Common
Stock pursuant to Subsections  3.3.2 or 3.4.2 hereof.  Initial cash  investments
may be made by  electronic  funds  transfer  by  completing  and  forwarding  an
Automatic  Investment Form to the  Administrator  authorizing the deduction of a
set amount.

          Section 2.4 OPTIONAL CASH INVESTMENTS. A Participant may elect to make
cash  payments at any time or from time to time to the Plan,  in any amount,  by
check, money order, or electronic funds transfer, payable through a U.S. bank or
other U.S.  financial  institution,  in U.S.  dollars,  to Pinnacle West Capital

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Corporation,  for investment in Common Stock  pursuant to  Subsections  3.3.2 or
3.4.2 hereof;  provided,  however,  that a Participant  may not invest more than
$150,000 in aggregate  amount in any calendar  year (the  "Maximum  Amount") and
provided  further that any such payment must be  accompanied by a new Enrollment
Form or a Cash Investment Form. For purposes of determining  whether the Maximum
Amount has been reached,  initial cash  investments made pursuant to Section 2.3
hereof shall be counted as optional cash  investment,  and Dividends  reinvested
pursuant  to  Section  2.2.1 or 2.2.2  shall not be  counted  as  optional  cash
investments.  Automatic cash  investments  may be made monthly by completing and
forwarding an Automatic  Investment Form to the  Administrator,  authorizing the
deduction of a set amount.

                                   ARTICLE III

                    DIVIDEND REINVESTMENT AND STOCK PURCHASE

          Section 3.1 DIVIDEND REINVESTMENT.  Dividends as to which reinvestment
has been  elected by a  Participant  shall be paid to the  Administrator  or its
nominee on behalf of such  Participant.  Dividends  shall be reinvested,  at the
Company's  election,  subject to Section 10.7 hereof, in either (i) newly issued
shares of Common Stock or shares of Common Stock held in the Company's  treasury
purchased from the Company or (ii) shares of Common Stock  purchased in the open
market.

          Section 3.2  INVESTMENT  OF OPTIONAL  CASH  PAYMENTS  AND INITIAL CASH
PAYMENTS. Any optional cash investments and initial cash investments may be made
by  either  (a)  check or  money  order  received  by the  Administrator  from a
Participant and as to which no request for return has been received at least two
business days prior to the next scheduled  Investment  Period, or (b) electronic
funds deduction,  which deduction,  regardless of when the Participant completes
and forwards his/her Automatic  Investment Form to the Company,  will occur only
once a month,  on or about  the 10th day of each  month,  unless  and  until the
Company  implements  more  frequent  electronic  funds  deductions  dates.  Such
optional cash  investments and initial cash  investments will be invested during
the next  Investment  Period  following the receipt or event specified in (a) or
(b) above, in either (i) newly issued shares of Common Stock or shares of Common
Stock held in the Company's  treasury  purchased from the Company or (ii) shares
of Common Stock purchased in the open market.

          Section 3.3  INVESTMENT AND  REINVESTMENT  IN NEWLY ISSUED OR TREASURY
SHARES.  Dividend  reinvestment in newly issued shares of Common Stock or shares
of Common Stock held in the Company's  treasury  shall be governed by Subsection
3.3.1 hereof.  Any optional cash investments  and/or initial cash investments to
be invested in either  newly  issued  shares of Common Stock or shares of Common
Stock held in the  Company's  treasury  will be  governed  by  Subsection  3.3.2
hereof.

          Subsection  3.3.1  DIVIDEND  REINVESTMENT.   As  soon  as  practicable
following an Investment  Date with respect to which the Company  elects to issue
new shares of Common Stock or sell shares of Common Stock held in the  Company's
treasury  to the Plan in order to effect  the  reinvestment  of  Dividends,  the
Company shall issue to the Administrator upon the Company's receipt of the funds
described in Subsection  3.3.3(a) below,  for crediting by the  Administrator to

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the Account of a Participant as of such Investment Date, shares (and/or fraction
of a share rounded to three decimal  places or other  fraction  determined  from
time to time by the  Administrator)  of Common  Stock as provided in  Subsection
3.3.3 below.  Such shares shall be issued or sold to, and registered in the name
of, the  Administrator  or its nominee as  custodian  for such  Participant.  No
interest shall be paid on Dividends held pending  reinvestment  pursuant to this
Subsection 3.3.1.

          Subsection 3.3.2 CASH INVESTMENTS. As soon as practicable following an
Investment  Date with respect to which the Company elects to issue new shares of
Common  Stock or sell shares of Common Stock held in the  Company's  treasury to
the Plan in order to effect the investment of optional cash  investments  and/or
initial cash investments,  the Company shall issue to the Administrator upon the
Company's  receipt of the funds  described in  Subsection  3.3.3(b)  below,  for
crediting  by the  Administrator  to the  Account  of a  Participant  as of such
Investment  Date,  shares  (and/or  fraction of a share rounded to three decimal
places or other fraction  determined from time to time by the  Administrator) of
Common Stock as provided in Subsection 3.3.3 below.  Such shares shall be issued
or sold to, and registered in the name of, the  Administrator  or its nominee as
custodian for such  Participant.  No interest shall be paid on cash  investments
held pending investment pursuant to this Subsection 3.3.2.

          Subsection  3.3.3  NUMBER OF SHARES TO BE ISSUED.  If shares are to be
issued or sold  pursuant  to  Subsections  3.3.1 or 3.3.2  above,  the number of
shares  (and/or  fraction of a share  rounded to three  decimal  places or other
fraction determined from time to time by the Administrator) of Common Stock that
will be credited to the account of a Participant  as of an Investment  Date will
be equal to (a) the amount of any Dividends paid to the  Administrator on behalf
of such Participant  since the preceding  Investment Date plus (b) the amount of
any optional cash  investments  and/or initial cash  investment  received by the
Administrator from such Participant at least two business days prior to the next
scheduled  Investment  Period  and  not  previously  invested,  subject  to  the
provisions  of Section 3.6 hereof,  divided by (c) the  Company  Share  Purchase
Price on such Investment Date.

          Section 3.4 INVESTMENT  AND  REINVESTMENT  IN SHARES  PURCHASED IN THE
OPEN MARKET.  Dividend  reinvestment  in shares of Common Stock purchased in the
open market shall be governed by  Subsection  3.4.1  hereof.  Any optional  cash
investments  and/or initial cash  investments to be invested in shares of Common
Stock purchased in the open market shall be governed by Subsection 3.4.2 hereof.

          Subsection 3.4.1 DIVIDEND  REINVESTMENT.  During an Investment  Period
with respect to which the Company elects to effect  reinvestment of Dividends in
shares of Common Stock purchased in the open market, the Administrator shall (if
it is an Independent  Agent),  or shall cause an Independent Agent to, apply the
amount of any  Dividends  paid to the  Administrator  on behalf of a Participant
since the preceding  Investment Date to the purchase of shares (and/or  fraction
of a share rounded to three decimal  places or other  fraction  determined  from
time to time by the  Administrator)  of  Common  Stock  in the  open  market  as
provided in Subsection 3.4.3 below.  Such shares shall be registered in the name
of the  Administrator  or its  nominee as  custodian  for such  Participant.  No
interest shall be paid on Dividends held pending  reinvestment  pursuant to this
Subsection 3.4.1.

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          Subsection 3.4.2 CASH  INVESTMENTS.  During an Investment  Period with
respect to which the Company  elects to effect the  investment  of optional cash
investments  and/or initial cash investments in shares of Common Stock purchased
in the open  market,  the  Administrator  shall  cause an  Independent  Agent to
purchase for  crediting by the  Administrator  to the Account of a Participant a
number of shares (and/or  fraction of a share rounded to three decimal places or
other  fraction  determined  from time to time by the  Administrator)  of Common
Stock in the open market as provided in Section  3.4.3 below.  Such shares shall
be registered in the name of the  Administrator  or its nominee as custodian for
such  Participant.  No interest shall be paid on cash  investments  held pending
investment pursuant to this Subsection 3.4.2.

          Subsection  3.4.3 NUMBER OF SHARES TO BE PURCHASED AND OTHER  MATTERS.
Purchases in the open market pursuant to Subsection  3.4.1 and Subsection  3.4.2
hereof may begin on the first day of the applicable  Investment Period and shall
be completed no later than 30 days from such date,  unless completion at a later
date  is  necessary  or  advisable  under  applicable  law,   including  without
limitation  any  federal  securities  laws.  Open market  purchases  pursuant to
Subsection  3.4.1 and  Subsection  3.4.2  hereof  may be made on any  securities
exchange on which the Common Stock is traded, in the over-the-counter  market or
by  negotiated  transactions,  and may be upon such  terms and  subject  to such
conditions with respect to price and delivery to which the Independent Agent may
agree.  With regard to open market  purchases of shares of Common Stock pursuant
to  Subsection  3.4.1 and  Subsection  3.4.2  hereof,  none of the Company,  the
Administrator,  or any  Participant  shall have any authority or power to direct
the time or price at which shares of Common Stock may be purchased,  the markets
on which such shares are to be purchased  (including on any securities exchange,
in the over the counter market, or in negotiated transactions), or the selection
of the broker or dealer (other than the Independent  Agent) through or from whom
purchases may be made,  except that the timing of such purchases must be made in
accordance with the terms and conditions of the Plan. For the purpose of making,
or  causing  to be made,  purchases  of  shares  of  Common  Stock  pursuant  to
Subsection  3.4.1 and  Subsection  3.4.2  hereof,  and sales of  Account  Shares
pursuant to Section 5.1 hereof,  the Administrator may authorize the Independent
Agent to commingle each Participant's funds with those of all other Participants
and to offset  purchases  of shares of Common Stock  against  sales of shares of
Common Stock to be made for  Participants,  resulting in a net purchase or a net
sale of shares.  The number of shares  (and/or  fraction  of a share  rounded to
three  decimal  places  or other  fraction  determined  from time to time by the
Administrator) of Common Stock that shall be credited to a Participant's Account
with respect to and as of an Investment  Date  pursuant to Subsection  3.4.1 and
Subsection  3.4.2 shall be equal to (a) the amount of any Dividends  paid to the
Administrator on behalf of such Participant since the preceding  Investment Date
plus (b) the  amount  of any  optional  cash  investments  and/or  initial  cash
investment  received by the  Administrator  from such  Participant  at least two
business days prior to the next scheduled  Investment  Period and not previously
invested,  subject to the  provisions of Section 3.6 hereof,  divided by (c) the
Market Share Purchase Price with respect to such Investment Date.

          Section 3.5 REQUEST TO STOP  INVESTMENT.  If a written request to stop
investment of optional  cash  investments  and/or an initial cash  investment is
received by the  Administrator  from a  Participant  at least two business  days
prior to the next scheduled  Investment  Period during which  investment of such
cash investments would be effected pursuant to the provisions of this Plan, such
optional cash  investments  and/or initial cash investment shall not be invested
in Common Stock and shall be returned to such Participant.  If such a request is
not received by the  Administrator  by such time, such optional cash investments

                                      -10-
<PAGE>
or initial cash investment  shall be invested in shares of Common Stock for such
Participant's Account.

          Section  3.6  RETURN  OF  UNINVESTED   MONIES.  Any  Dividends  to  be
reinvested in shares of Common Stock pursuant to Subsection  3.3.1 or Subsection
3.4.1 hereof and not  reinvested in shares of Common Stock within 30 days of the
applicable  Dividend Payment Date shall be promptly  returned to the Participant
at his/her address of record by First Class Mail. Any optional cash  investments
and initial cash  investments  to be invested in shares of Common Stock pursuant
to  Subsection  3.3.2 or  Subsection  3.4.2 hereof and not invested in shares of
Common Stock within 35 days of receipt by the Administrator or the Company shall
be promptly  returned to the  Participant at his/her  address of record by First
Class Mail.

          Section 3.7 UNCOLLECTIBLE FUNDS. If the Administrator does not receive
credit for a cash payment because of  insufficient  funds or incorrect ACH draft
information,  the requested  purchase will be deemed void.  Any shares  credited
will be immediately  removed from the Participant's  Account.  The Administrator
will be entitled to sell those shares to satisfy any uncollected amounts, and if
the net  proceeds of the sale of such shares are not  sufficient  to satisfy the
balance of such  uncollected  amounts,  the  Administrator  may sell  additional
shares from the  Participant's  Account to satisfy the uncollected  balance.  In
addition,  an  "insufficient  funds"  fee  of  $20.00  will  be  charged  to the
Participant. The Administrator may place a hold on the Account until this fee is
paid, or may sell shares from the Account to pay this fee.

                                   ARTICLE IV

                 SAFEKEEPING SERVICES FOR DEPOSITED COMMON STOCK

          Section 4.1 DEPOSITED  COMMON STOCK.  A Participant  may elect to have
certificates representing shares of Common Stock of which the Participant is the
record holder  deposited into the Plan by delivering  such  certificates  to the
Administrator,  along with either (i) an  Enrollment  Form with the  certificate
safekeeping  option  checked  thereon  or (ii) a  letter  with  respect  to such
certificates  directing the  Administrator to deposit the shares  represented by
such  certificates  into the Plan Account of the  Participant.  Shares of Common
Stock so deposited shall be transferred  into the name of the  Administrator  or
its nominee and  credited to the  depositing  Participant's  Account.  Shares of
Common  Stock  deposited  into the Plan  pursuant  to this  Section 4.1 shall be
treated as shares purchased pursuant to the Plan.

          Section 4.2 WITHDRAWAL OF COMMON STOCK  DEPOSITED  PURSUANT TO SECTION
4.1.  Shares of Common  Stock  deposited  pursuant  to Section 4.1 hereof may be
withdrawn from the Plan pursuant to Section 8.1 hereof.

                                    ARTICLE V

           SALE OF ACCOUNT SHARES; GIFT OR TRANSFER OF ACCOUNT SHARES

          Section 5.1 SALE OF ACCOUNT SHARES. A Participant may request,  at any
time,  that  all or a  portion  of  his/her  whole  Account  Shares  be  sold by
delivering to the Administrator a completed  Sale/Transfer Request Form or other
written  instructions to that effect. The Administrator  shall forward such sale
instructions  to the  Independent  Agent as soon as  practicable  after  receipt

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<PAGE>
thereof.  The Independent Agent shall make such sales as soon as practicable (in
accordance with any applicable stock transfer requirements and federal and state
securities laws) after processing such sale instructions. As soon as practicable
following the receipt of proceeds from such sale, the  Administrator  shall mail
by First Class Mail to such  Participant at his/her address of record a check in
an amount equal to (a) the Market Share Sales Price multiplied by (b) the number
of his/her Account Shares sold, minus a $5.00 service fee.

          With regard to open market  sales of Account  Shares  pursuant to this
Section 5.1, none of the Company,  the  Administrator  or any Participant  shall
have any  authority  or power to  direct  the time or price at which  shares  of
Common  Stock may be sold,  the  markets  on which  such  shares  are to be sold
(including on any securities  exchange,  in the  over-the-counter  market, or in
negotiated  transactions),  or the selection of the broker or dealer (other than
the Independent  Agent) through or from whom sales may be made,  except that the
timing of such sales must be made in accordance with the terms and conditions of
the Plan.

          Section 5.2 GIFT OR  TRANSFER OF ACCOUNT  SHARES.  A  Participant  may
elect to transfer (whether by gift, private sale, or otherwise) ownership of all
or a portion of his/her Account Shares to the Account of another  Participant or
establish an Account for a Person not already a Participant by delivering to the
Administrator a completed  Sale/Transfer Request Form to that effect and a stock
assignment (stock power)  acceptable to the Administrator  along with such other
documentation as may be required by the Administrator.  If the transferee is not
already a  Participant,  the  Administrator  will  require  the  completion  and
delivery of an Enrollment  Form for the  transferee  prior to the  transfer.  No
fraction of a share of Common Stock credited to the  transferor's  Account shall
be transferred unless the transferor's entire Account is transferred.

          Account Shares transferred in accordance with the preceding  paragraph
shall  continue to be registered in the name of the  Administrator  as custodian
and shall be credited to the transferee's Account. Unless otherwise requested by
a transferee  who is already a Participant on a completed  Enrollment  Form, the
reinvestment of Dividends on such transferred Account Shares in shares of Common
Stock  under the Plan  shall be made in  proportion  to the  reinvestment  level
(i.e., full,  partial or none) of the transferee's other Account Shares.  Unless
otherwise  requested  by the  transferor,  the  Administrator  shall  deliver an
Investment  Statement  to such  transferee  showing the transfer of such Account
Shares into his/her Account.  The transferor may request that the  Administrator
deliver such Investment Statement to the transferor for personal delivery to the
transferee and/or the transferor may request that the  Administrator  deliver to
such  transferee  a gift  certificate.  The  transferor  may  request  that  the
Administrator  send the gift  certificate  directly to such  transferee with the
first  Investment  Statement  following  such  transfer,  or  request  that  the
Administrator  deliver  such gift  certificate  to the  transferor  for personal
delivery to the transferee. The Administrator shall comply with any such request
of a transferor  relating to Investment  Statements  and/or gift certificates as
soon as practicable following receipt of such request.

          Section 5.3 REINVESTMENT OF DIVIDENDS ON REMAINING  ACCOUNT SHARES. If
only a portion  of a  Participant's  Account  Shares are  Reinvestment  Eligible
Securities and the  Participant  elects to (i) sell a portion of his/her Account
Shares  pursuant  to  Section  5.1  hereof,  (ii)  transfer a portion of his/her
Account  Shares  pursuant to Section 5.2 hereof,  or (iii) withdraw a portion of

                                      -12-
<PAGE>
his/her Account Shares pursuant to Section 8.1 hereof, all of the Account Shares
which  are  Reinvestment  Eligible  Securities  shall be sold,  transferred,  or
withdrawn,  as the  case  may  be,  before  any  Account  Shares  which  are not
Reinvestment Eligible Securities are sold, transferred,  or withdrawn unless the
Participant gives specific  instructions to the contrary in connection with such
sale, transfer, or withdrawal of Account Shares.

                                   ARTICLE VI

                               ELIGIBLE SECURITIES

          Section 6.1 ELIGIBLE  SECURITIES.  The Common Stock of the Company and
its subsidiaries shall be Eligible Securities.

          Section 6.2 ADDITIONAL ELIGIBLE SECURITIES.  The Company may from time
to time  or at any  time  designate  other  securities  of the  Company  and its
subsidiaries as Eligible Securities by notifying the Administrator in writing of
the designation of such securities as Eligible Securities.

                                   ARTICLE VII

                              TREATMENT OF ACCOUNTS

          Section 7.1 CHANGING PLAN OPTIONS.  A Participant  may elect to change
his/her Plan options,  including  changing the reinvestment  levels (I.E.,  Full
Dividend Reinvestment,  Partial Dividend Reinvestment,  or Cash Investment Only)
of  Dividends  on  Reinvestment   Eligible   Securities  by  delivering  to  the
Administrator a new Enrollment Form to that effect. To be effective with respect
to any  Dividend  Payment  Date,  the  Enrollment  Form  with  respect  to  such
Reinvestment  Eligible Securities must be received by the Administrator prior to
the  Dividend  Record  Date  relating  to such  Dividend  Payment  Date.  If the
Enrollment  Form  is not  received  by the  Administrator  by  such  time,  such
instructions  shall not become effective until after such Dividend Payment Date.
The shares of Common Stock  purchased  from the  reinvestment  of such  Dividend
shall be  credited  to the  Participant's  Account.  After  the  Administrator's
receipt of effective  option  changing  instructions,  Dividends on Reinvestment
Eligible Securities as to which the reinvestment  election has been revoked will
be paid directly to the Participant in the manner otherwise  associated with the
payment of Dividends.

          Section 7.2 RIGHT OF TERMINATION OF PARTICIPATION.  If a Participant's
Sale/Transfer  Request  Form or other  written  instructions  acceptable  to the
Administrator   indicates  the   Participant's   desire  to  terminate   his/her
participation  in the Plan,  within 30 days of the receipt of such request,  the
Administrator  shall either mail  certificates  representing  all whole  Account
Shares,  if any, by First Class Mail to the  Participant  at his/her  address of
record, pursuant to Section 8.1 hereof, along with a check for the cash value of
any fraction of a share of Common Stock  credited to his/her  Account,  or shall
cause the  Account  Shares to be sold,  or gifted  or  transferred  pursuant  to
Sections 5.1 or 5.2, respectively, in any such case, as shall have been directed
by the Participant.

          Section 7.3 STOCK SPLITS,  STOCK DIVIDENDS AND RIGHTS  OFFERINGS.  Any
shares  or  other  securities   representing   stock  splits  or  other  noncash
distributions on Account Shares shall be credited to such Participant's Account.

                                      -13-
<PAGE>
Stock splits,  combinations,  recapitalizations and similar events affecting the
Common  Stock  shall,  as to shares  credited to Accounts  of  Participants,  be
credited to such Accounts on a pro rata basis.

          In the event of a rights offering,  a Participant shall receive rights
based upon the total number of whole shares of Common Stock  credited to his/her
Account.

          Section 7.4 SHAREHOLDER  MATERIALS;  VOTING RIGHTS.  The Administrator
shall send or forward to each  Participant  all  applicable  proxy  solicitation
materials and other  shareholder  materials or consent  solicitation  materials.
Participants  shall have the  exclusive  right to  exercise  all  voting  rights
respecting Account Shares credited to their respective  Accounts.  A Participant
may vote all of his/her  Account Shares in person or by proxy.  A  Participant's
proxy card shall include all his/her  Account  Shares and shares of Common Stock
of which he is the record  holder.  Account  Shares  shall not be voted unless a
Participant  or his/her  proxy votes them.  Fractions  of shares of Common Stock
shall be voted.

          Solicitation  of the exercise of  Participants'  voting  rights by the
management  of the  Company  and  others  under a  proxy  or  consent  provision
applicable  to all holders of Common Stock shall be permitted.  Solicitation  of
the exercise of  Participants'  tender or exchange offer rights by management of
the Company and others shall also be permitted.  The Administrator  shall notify
the  Participants  of each  occasion for the exercise of their voting  rights or
rights with respect to a tender offer or exchange offer within a reasonable time
before such rights are to be  exercised.  Such  notification  shall  include all
information  distributed  to the  shareholders  of the  Company  by the  Company
regarding the exercise of such rights.

          Section 7.5 INVESTMENT AND PLAN HISTORY.  As soon as practicable after
each Investment Period, the Administrator shall send an Investment  Statement to
each  Participant  for whom Dividends were  reinvested or shares of Common Stock
were  purchased or who deposited  Common Stock into the Plan pursuant to Section
4.1 hereof during such Investment Period. Additionally,  the Administrator shall
send a Plan History Statement to each Participant following a sale, transfer, or
withdrawal of Account Shares by a Participant.

                                  ARTICLE VIII

                      CERTIFICATES AND FRACTIONS OF SHARES

          Section 8.1 CERTIFICATES.  A Participant,  at any time or from time to
time,  may request in writing to receive a  certificate  for all or a portion of
his/her whole Account Shares and the Administrator shall, as soon as practicable
after receipt of such written request, mail such certificate by First Class Mail
to such Participant at his/her address of record;  PROVIDED,  HOWEVER, that upon
the mailing of such  certificate the shares of Common Stock  represented by such
certificate  shall no longer be  Account  Shares but shall  remain  Reinvestment
Eligible  Securities  (except to the extent such  Participant has elected not to
have Dividends on such Account Shares reinvested in Common Stock).

          Section 8.2  FRACTIONAL  SHARE.  Fractions  of shares of Common  Stock
shall be credited  to  Accounts  as  provided  in Article III HEREOF;  PROVIDED,
however,  that no certificate  for a fraction of a share shall be distributed to
any Participant at any time; and provided, further, that the Company shall issue

                                      -14-
<PAGE>
and sell only whole  shares of Common Stock to the  Administrator  in respect of
Dividends  reinvested in, and purchases made by the Administrator  hereunder of,
newly issued shares or shares of Common Stock held in the Company's treasury.

                                   ARTICLE IX

                               CONCERNING THE PLAN

          Section 9.1 SUSPENSION, MODIFICATION, AND TERMINATION. The Company may
at any time and from time to time, at its sole option,  suspend,  modify, amend,
or terminate the Plan, in whole, in part or in respect of Participants in one or
more  jurisdictions;  provided,  however,  no such amendment  shall decrease the
Account of any  Participant  or result in a  distribution  to the Company of any
amount credited to the Account of any Participant.  Upon complete termination of
the  Plan,  the  Accounts  of  all  Participants  (or  in the  case  of  partial
termination  of the Plan,  the Accounts of all affected  Participants)  shall be
treated  as  if  each  such   Participant  had  elected  to  terminate   his/her
participation  in the Plan  pursuant to Section 7.2  hereof.  The  Administrator
shall  promptly  send  each  affected  Participant  notice  of such  suspension,
modification or termination.

          Section 9.2 RULES AND  REGULATIONS.  The Company may from time to time
adopt such administrative rules and regulations  concerning the Plan as it deems
necessary or desirable  for the  administration  of the Plan.  The Company shall
have the power and  authority to interpret  the terms and the  provisions of the
Plan and shall  interpret and construe the Plan and reconcile any  inconsistency
or supply any omitted  detail in a manner  consistent  with the general terms of
the Plan and applicable law.

          Section 9.3 COSTS.  All costs of  administration  of the Plan shall be
paid by the Company; provided, however, that any brokerage commissions,  service
charges,  or applicable  taxes incurred in connection with open market purchases
and sales of shares of Common  Stock  made  under the Plan shall be borne by the
Participants. In addition,  Participants will be responsible for a $5.00 service
fee on all sales transactions,  as set forth in Section 5.1, and will be subject
to an insufficient funds fee as described in Section 3.7.

          Section 9.4  TERMINATION OF A PARTICIPANT.  If a Participant  does not
have at least one whole  Account  Share or own or hold any other Common Stock of
record for which  Dividends are  designated  for  reinvestment  pursuant to this
Plan,  the  Participant's  participation  in the Plan may be  terminated  by the
Company,  in its  sole  discretion,  after  written  notice  is  mailed  to such
Participant at his/her address of record. Additionally, the Company, in its sole
discretion,  may terminate  any  Participant's  participation  in the Plan after
written  notice  mailed in advance  to such  Participant  at his/her  address of
record,  if the Company believes that such  Participant's  participation  may be
contrary to the general  intent of the Plan or in violation of  applicable  law.
Upon such termination, the Account of such Participant shall be treated as if he
had elected to terminate  his/her  participation in the Plan pursuant to Section
7.2 hereof.

                                      -15-
<PAGE>
                                    ARTICLE X

                           ADMINISTRATION OF THE PLAN

          Section 10.1 SELECTION OF AN ADMINISTRATOR. The Administrator shall be
appointed by the Company.  The Administrator's  appointment to serve as such may
be revoked by the Company at any time. The  Administrator may resign at any time
upon reasonable  notice to the Company.  In the event that no  Administrator  is
appointed,  the Company shall be deemed to be the  Administrator for purposes of
the Plan. The Company shall be the initial Administrator.

          Section 10.2 COMPENSATION. The officers of the Company shall make such
arrangements   regarding    compensation,    reimbursement   of   expenses   and
indemnification of the Administrator and any Independent Agent as they from time
to time deem reasonable and appropriate.

          Section 10.3 AUTHORITY AND DUTIES OF ADMINISTRATOR.  The Administrator
shall have the authority to undertake any act necessary to fulfill its duties as
set forth in the various provisions of the Plan. Upon receipt, the Administrator
shall  deposit  all  Dividends,  optional  cash  investments  and  initial  cash
investments in the Trust Account.  The Administrator shall maintain  appropriate
records of the Accounts of Participants.

          Section  10.4  LIABILITY  OF THE COMPANY,  THE  ADMINISTRATOR  AND ANY
INDEPENDENT  AGENT. The Company,  the  Administrator,  and any Independent Agent
shall  not be  liable  for any act done in good  faith,  or for the  good  faith
omission to act in  administering or performing their duties with respect to the
Plan,  including,  without  limitation,  any claim of  liability  arising out of
failure to terminate a Participant's Account upon such Participant's death prior
to receipt of notice in writing of such death,  or with respect to the prices at
which  shares are  purchased or sold for a  Participant's  Account and the times
when  such  purchases  and  sales  are  made,  or with  respect  to any  loss or
fluctuation in the market value after the purchase or sale of such shares.

          Section  10.5  RECORDS  AND  REPORTS.  The  Administrator  shall  keep
appropriate records concerning the Plan, Accounts of Participants, purchases and
sales of Common Stock made under the Plan, and Participants' addresses of record
and shall send  shareholder  materials  and  statements to each  Participant  in
accordance with the provisions of Sections 7.4 and 7.5 hereof.

          Section 10.6 SELECTION OF INDEPENDENT  AGENT.  Any  Independent  Agent
serving in such capacity  pursuant to the Plan shall be selected by the Company,
and the Administrator and the Company, or either of them, shall,  subject to the
provisions  hereof,  make such  arrangements and enter into such agreements with
the Independent Agent in connection with the activities contemplated by the Plan
as the  Administrator  and the Company,  or either of them,  deem reasonable and
appropriate.

          Section 10.7 SOURCE OF SHARES OF COMMON  STOCK.  The Company shall not
change the source of shares of Common  Stock  purchased by  Participants  in the
Plan (I.E.,  either (i) newly issued  shares of Common Stock or shares of Common
Stock held in the Company's  treasury  purchased from the Company or (ii) shares
of Common  Stock  purchased  in the open  market) more than once in any 12-month

                                      -16-
<PAGE>
period.  At any time that the source of shares of Common Stock  purchased in the
Plan are shares purchased in the open market, the Company shall not exercise its
right to change the source of shares  absent a  determination  by the  Company's
Board of  Directors  or Finance  Committee  of the Board of  Directors  that the
Company has a need to raise  additional  capital or there is another  compelling
reason for a change; provided,  however, that, if necessary and requested by the
Independent  Agent at any time,  the Company may settle  fractional  shares with
treasury stock even if otherwise shares are being purchased on the open market.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          Section 11.1 CONTROLLING LAW. This Plan shall be construed,  regulated
and administered under the laws of the State of Arizona.

          Section  11.2   ACCEPTANCE   OF  TERMS  AND   CONDITIONS  OF  PLAN  BY
PARTICIPANTS.  Each  Participant,  by  completing  an  Enrollment  Form and as a
condition of  participation  herein,  for  himself,  his/her  heirs,  executors,
administrators,  legal  representatives  and assigns,  approves and agrees to be
bound by the provisions of this Plan and any subsequent  amendments  hereto, and
all actions of the Company and the Administrator hereunder.

          Section 11.3 RECEIPT BY ADMINISTRATOR.  Monies,  Enrollment Forms, and
other forms and communications will be considered to be received when delivered,
either by postal service or in person,  during  business hours of the Company or
the  Administrator,  as the case may be,  to the  Company's  or  Administrator's
corporate headquarters.

                                      -17-