Exhibit 4.1




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

                         ARIZONA PUBLIC SERVICE COMPANY

                                       TO

                               JPMORGAN CHASE BANK

                                     TRUSTEE

                         Seventh Supplemental Indenture

                             Dated as of May 1, 2003

                                       To

                                    Indenture

                          Dated as of January 15, 1998

                                   ----------

                              4.650% Notes due 2015
                              5.625% Notes due 2033

                  ---------------------------------------------
<PAGE>
     SEVENTH  SUPPLEMENTAL  INDENTURE,  dated as of May 1, 2003, between Arizona
Public Service Company, 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 JPMorgan Chase
Bank  (formerly  known  as  The  Chase  Manhattan  Bank),  a  New  York  banking
corporation,  as Trustee (herein called the "Trustee") under the Indenture dated
as of January 15, 1998 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 provided in the Indenture.

     Pursuant to the terms of the Indenture,  the Company desires to provide for
the  establishment of two new series of its Securities to be known as its 4.650%
Notes due 2015  (herein  called the  "Notes Due 2015") and its 5.625%  Notes due
2033 (therein called the "Notes Due 2033") (the Notes Due 2015 and the Notes Due
2033 are herein collectively referred to as the "Notes") the forms and substance
of such Notes Due 2015 and such Notes Due 2033 and the  terms,  provisions,  and
conditions thereof to be set forth as provided in the Indenture and this Seventh
Supplemental Indenture.

     All things  necessary to make this Seventh  Supplemental  Indenture a valid
agreement of the Company, and to make the Notes Due 2015 and the Notes Due 2033,
when executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been done.

         NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in  consideration of the premises and the purchase of the Notes Due
2015 and the Notes  Due 2033 by the  Holders  thereof,  and for the  purpose  of
setting forth, as provided in the Indenture, the form and substance of the Notes
Due  2015 and the  Notes  Due 2033 and the  terms,  provisions,  and  conditions
thereof,  it is mutually agreed, for the equal and proportionate  benefit of all
Holders of the Notes Due 2015 and the Notes Due 2033, as follows:

                                   ARTICLE ONE

                         GENERAL TERMS AND CONDITIONS OF
                             THE NOTES DUE 2015 AND
                               THE NOTES DUE 2033

     SECTION 101. There shall be and is hereby authorized a series of Securities
designated the "4.650% Notes due 2015" initially limited in aggregate  principal
amount to $300,000,000,  which amount shall be as set forth in any Company Order
for the  authentication  and  delivery of Notes Due 2015.  There shall be and is
hereby authorized a series of Securities  designated the "5.625% Notes due 2033"

                                        2
<PAGE>
initially  limited in aggregate  principal amount to $200,000,000,  which amount
shall be as set forth in any Company Order for the  authentication  and delivery
of Notes Due 2033.  The Notes Due 2015 and the Notes Due 2033  shall  mature and
the  principal  shall be due and  payable  together  with all accrued and unpaid
interest  thereon on May 15, 2015 and May 15, 2033,  respectively,  and shall be
issued in the form of registered Notes without coupons.

     The foregoing principal amount of the Notes Due 2015 and the Notes Due 2033
may be increased from time to time as permitted by Section 301 of the Indenture.
All  Notes  Due 2015 and  Notes Due 2033 need not be issued at the same time and
such series may be reopened at any time,  without  notice to, or the consent of,
the then existing Holders,  for issuances of additional Notes Due 2015 and Notes
Due 2033. Any such additional Notes Due 2015 and Notes Due 2033 will be equal in
rank and have the same respective maturity,  payment terms, redemption features,
and other terms,  except for the payment of interest accruing prior to the issue
date of the further  Notes Due 2015 and Notes Due 2033 and for the first payment
of interest following the issue date of the further Notes Due 2015 and Notes Due
2033, as those initially issued.

     SECTION  102. The Notes Due 2015 and Notes Due 2033 shall each be issued in
certificated  form, except that the Notes Due 2015 and Notes Due 2033 shall each
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 2015 and Notes Due 2033 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 form of
Note Due 2015 in Article  Two hereof and at the top of the form of Note Due 2033
in  Article  Three  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.  Each such Global Security may be exchanged
in whole or in part  for  Notes  Due 2015 or  Notes  Due  2033,  as  applicable,
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 2015 and  Notes  Due 2033 will be  payable,  the
transfer of Notes Due 2015 and Notes Due 2033 will be registrable  and Notes Due
2015 and Notes Due 2033,  respectively,  will be exchangeable for Notes Due 2015
and Notes Due 2033, respectively, 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  103.  Each Note Due 2015 will bear  interest at the rate of 4.650%
and each Note Due 2033 will bear  interest at the rate of 5.625%,  each from May
12, 2003 or from the most recent Interest Payment Date (as hereinafter  defined)
to which interest has been paid or duly provided for until the principal thereof
is paid or made available for payment, payable on May 15 and November 15 of each
year (each, an "Interest Payment Date"), commencing on November 15, 2003, to the

                                        3
<PAGE>
person  in whose  name  such  Note Due 2015 or Note Due 2033 or any  Predecessor
Security is registered, at the close of business on May 1 and November 1, as the
case may be, whether or not a Business Day,  immediately  preceding the Interest
Payment 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 may be paid to the person in whose name the Note Due
2015 or Note Due 2033 (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 2015 or Notes Due 2033, as the case may be,
not less than 10 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 2015 or Notes Due 2033 may be listed,
and upon such  notice as may be  required  by such  exchange,  all as more fully
provided in the Indenture.

     The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve  30-day  months.  Interest  will accrue from May 12,
2003 to, but not  including,  the relevant  payment  date. In the event that any
date on which interest is payable on the Notes Due 2015 or the Notes Due 2033 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. A "Business Day" shall mean any day,  except
a Saturday, a Sunday or a legal holiday in the City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

     SECTION 104. The Company,  at its option,  may redeem all, or, from time to
time any part of the Notes Due 2015 or Notes Due 2033,  upon  notice as provided
in the Indenture at a Redemption Price equal to the greater of (a) the principal
amount  of the  Notes  Due 2015 or Notes  Due 2033 (or  portion  thereof)  to be
redeemed  plus  interest  (if any)  accrued  to the  Redemption  Date or (b) the
Make-Whole  Amount  with  respect  to the Notes Due 2015 or Notes Due 2033 to be
redeemed.

     For  purposes  of this  Section  104,  the  following  terms shall have the
following meanings:

          "MAKE-WHOLE AMOUNT" means the sum, as determined by a Quotation Agent,
of the present values of the principal amount of the Notes Due 2015 or Notes Due
2033 to be redeemed,  together with scheduled payments of interest (exclusive of
interest to the Redemption Date) from the Redemption Date to the Stated Maturity
of the  Notes  Due  2015 or Notes  Due  2033,  in each  case  discounted  to the
Redemption  Date on a semi-annual  basis,  assuming a 360-day year consisting of
twelve 30-day months,  at the Adjusted  Treasury Rate, plus accrued interest (if
any) on the  principal  amount of the  Notes  Due 2015 or Notes  Due 2033  being
redeemed to the Redemption Date.

          "ADJUSTED  TREASURY RATE" means,  with respect to any Redemption Date,
(i)  the  yield,  under  the  heading  which  represents  the  average  for  the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15 (519)" or any successor  publication which is published
weekly  by the  Board of  Governors  of the  Federal  Reserve  System  and which
establishes  yields on actively  traded  U.S.  Treasury  securities  adjusted to
constant  maturity under the caption  "Treasury  Constant  Maturities,"  for the

                                        4
<PAGE>
maturity  corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
within three months before or after the remaining  term of the Notes Due 2015 or
Notes Due 2033 to be  redeemed,  yields for the two  published  maturities  most
closely  corresponding to the Comparable  Treasury Issue shall be determined and
the Adjusted  Treasury  Rate shall be  interpolated  or  extrapolated  from such
yields on a straight line basis,  rounding to the nearest month) or (ii) if such
release (or any successor  release) is not published  during the week  preceding
the calculation date or does not contain such yields, the rate per year equal to
the semi-annual  equivalent yield to maturity of the Comparable  Treasury Issue,
calculated  using a price for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such  Redemption  Date,  in each  case  calculated  on the  third  Business  Day
preceding the Redemption Date, plus in each case 0.150%.

          "COMPARABLE  TREASURY ISSUE" means the U.S. Treasury security selected
by the Quotation  Agent as having a maturity  comparable  to the remaining  term
from the Redemption  Date to the Stated  Maturity of the Notes Due 2015 or Notes
Due 2033,  as the case may be, that would be utilized,  at the time of selection
and in accordance with customary  financial  practice,  in pricing new issues of
corporate  debt  securities of comparable  maturity to the remaining term of the
Notes Due 2015 or Notes Due 2033, as the case may be.

          "QUOTATION AGENT" means the Reference  Treasury Dealer selected by the
Trustee after consultation with the Company.

          "REFERENCE   TREASURY  DEALER"  means  each  primary  U.S.  Government
securities dealer selected by the Company.

          "COMPARABLE  TREASURY  PRICE"  means,  with respect to any  Redemption
Date, if clause (ii) of the definition of Adjusted  Treasury Rate is applicable,
the  average of three,  or such lesser  number as is  obtained  by the  Trustee,
Reference Treasury Dealer Quotations for such Redemption Date.

          "REFERENCE  TREASURY DEALER  QUOTATIONS"  means,  with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue,
expressed  in each  case as a  percentage  of its  principal  amount,  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     The  Trustee  shall be  under no duty to  inquire  into,  may  conclusively
presume  the  correctness  of, and shall be fully  protected  in acting upon the
Company's calculation of any Redemption Price, including any Make-Whole Amount.

     The Company shall give the Trustee written notice of the Redemption  Price,
promptly after the calculation thereof.

                                        5
<PAGE>
     Notwithstanding  Section 1104 of the  Indenture,  any notice of  redemption
given pursuant to said Section with respect to the foregoing redemption need not
set forth the Redemption Price but only the manner of calculation thereof.

     SECTION 105. The Notes Due 2015 and the Notes Due 2033 shall be  defeasible
pursuant to Section 1302 or 1303 of the Indenture.

                                   ARTICLE TWO

                             FORM OF NOTES DUE 2015

     SECTION  201.  The  Notes  Due  2015  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 ARIZONA PUBLIC
SERVICE COMPANY 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.

                         ARIZONA PUBLIC SERVICE COMPANY

                              4.650% Note due 2015

No.                                                                 $300,000,000
                                                           CUSIP No. 040555 CE 2

     Arizona Public Service  Company,  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.,  or  registered  assigns,  the
principal  sum of Three  Hundred  Million  Dollars on May 15,  2015,  and to pay
interest thereon from May 12, 2003 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for,  semi-annually  in arrears
on May 15 and November 15 in each year,  commencing  November  15, 2003,  at the
rate of  4.650%,  until  the  principal  hereof  is paid or made  available  for
payment.

                                        6
<PAGE>
     The interest so payable,  and punctually  paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in  whose  name  this  Security  (or  one or  more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be May 1 or  November 1, as the case may be,  immediately
preceding the Interest  Payment Date (whether or not a Business  Day).  Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium,  if any) and any interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in 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 Security Register.

     Reference  is hereby made to the further  provisions  of this  Security 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 Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

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

                                        ARIZONA PUBLIC SERVICE COMPANY


                                        By
                                           -------------------------------------
                                           Senior Vice President and
                                           Chief Financial Officer
Attest:

----------------------------------
Secretary

                                        7
<PAGE>
Form of Reverse of Security

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under an  Indenture,  dated as of January  15, 1998  (herein  called the
"Indenture",  which  term  shall  have  the  meaning  assigned  to  it  in  such
instrument),  between the Company and JPMorgan Chase Bank (formerly known as The
Chase  Manhattan  Bank),  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 Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof, which is unlimited in aggregate principal amount.

     The Securities of this series are subject to redemption  upon not less than
30 days' notice by mail at the option of the Company,  in whole or in part, from
time to time at a  Redemption  Price equal to the  greater of (a) the  principal
amount of the Securities (or portion thereof) of this series to be redeemed plus
interest (if any) accrued to the Redemption  Date or (b) the  Make-Whole  Amount
(as defined  below) with respect to the Securities of this series to be redeemed
(the "Redemption Price").

     If notice has been given as  provided  in the  Indenture  and funds for the
redemption of any  Securities  (or any portion  thereof)  called for  redemption
shall  have been made  available  on the  Redemption  Date  referred  to in such
notice,  such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such  redemption  specified in such notice and the only right
of the Holders of such  Securities  will be to receive payment of the Redemption
Price.

     Notice of any  optional  redemption  of  Securities  of this series (or any
portion  thereof) will be given to Holders at their  addresses,  as shown in the
Security  Register for such  Securities,  not more than 60 nor less than 30 days
prior to the date fixed for  redemption.  The notice of redemption will specify,
among other items,  the  Redemption  Price or, if not then known,  the manner of
calculation  thereof,  and the principal amount of the Securities of this series
held by such Holder to be redeemed.  If less than all of the  Securities of this
series  are to be  redeemed  at the option of the  Company,  the  Trustee  shall
select,  in such  manner as it shall deem fair and  appropriate,  the portion of
such Securities to be redeemed in whole or in part.

     As used herein:

          "MAKE-WHOLE AMOUNT" means the sum, as determined by a Quotation Agent,
of the present  values of the principal  amount of the Securities of this series
to be redeemed,  together  with  scheduled  payments of interest  (exclusive  of
interest to the Redemption Date) from the Redemption Date to the Stated Maturity
of the Securities of this series, in each case discounted to the Redemption Date
on a  semi-annual  basis,  assuming a 360-day year  consisting  of twelve 30-day
months,  at the Adjusted  Treasury Rate,  plus accrued  interest (if any) on the
principal  amount  of the  Securities  of  this  series  being  redeemed  to the
Redemption Date.

                                        8
<PAGE>
          "ADJUSTED  TREASURY RATE" means,  with respect to any Redemption Date,
(i)  the  yield,  under  the  heading  which  represents  the  average  for  the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15 (519)" or any successor  publication which is published
weekly  by the  Board of  Governors  of the  Federal  Reserve  System  and which
establishes  yields on actively  traded  U.S.  Treasury  securities  adjusted to
constant  maturity under the caption  "Treasury  Constant  Maturities,"  for the
maturity  corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
within three months before or after the remaining term of the Securities of this
series,  yields for the two published  maturities most closely  corresponding to
the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounding  to the  nearest  month)  or  (ii) if such  release  (or any  successor
release) is not published during the week preceding the calculation date or does
not contain such yields,  the rate per year equal to the semi-annual  equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the  Comparable  Treasury  Issue  (expressed  as a percentage  of its  principal
amount) equal to the Comparable Treasury Price for such Redemption Date, in each
case calculated on the third Business Day preceding the Redemption Date, plus in
each case 0.150%.

          "COMPARABLE  TREASURY ISSUE" means the U.S. Treasury security selected
by the Quotation  Agent as having a maturity  comparable  to the remaining  term
from the Redemption Date to the Stated Maturity of the Securities of this series
that  would  be  utilized,  at the  time of  selection  and in  accordance  with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities of this series.

          "QUOTATION AGENT" means the Reference  Treasury Dealer selected by the
Trustee after consultation with the Company.

          "REFERENCE   TREASURY  DEALER"  means  each  primary  U.S.  Government
securities dealer selected by the Company.

          "COMPARABLE  TREASURY  PRICE"  means,  with respect to any  Redemption
Date, if clause (ii) of the definition of Adjusted  Treasury Rate is applicable,
the  average of three,  or such lesser  number as is  obtained  by the  Trustee,
Reference Treasury Dealer Quotations for such Redemption Date.

          "REFERENCE  TREASURY DEALER  QUOTATIONS"  means,  with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue,
expressed  in each  case as a  percentage  of its  principal  amount,  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     The Securities of this series will not be subject to any sinking fund.

                                        9
<PAGE>
     In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the  unredeemed  portion  hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

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

     If an Event of Default  with  respect to  Securities  of this series  shall
occur and be  continuing,  the principal of the Securities of this series 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  Securities  of each series 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  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  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
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series 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
Securities of this series 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  Security 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 Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

                                       10
<PAGE>
     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registrable  in the Security  Register,
upon  surrender of this Security 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  Security are payable,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series 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,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  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 Security 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  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security 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 Security  which are defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.

Form of Trustee's Certificate of Authentication.

                          CERTIFICATE OF AUTHENTICATION

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

Dated:                                  JPMORGAN CHASE BANK
                                        AS TRUSTEE


                                        By
                                           -------------------------------------
                                           AUTHORIZED OFFICER

                                       11
<PAGE>
                                  ARTICLE THREE

                             FORM OF NOTES DUE 2033

     SECTION  301.  The  Notes  Due  2033  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 ARIZONA PUBLIC
SERVICE COMPANY 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.

                         ARIZONA PUBLIC SERVICE COMPANY

                              5.625% Note due 2033

No.                                                                 $200,000,000
                                                           CUSIP No. 040555 CF 9

     Arizona Public Service  Company,  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.,  or  registered  assigns,  the
principal  sum of Two  Hundred  Million  Dollars  on May  15,  2033,  and to pay
interest thereon from May 12, 2003 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for,  semi-annually  in arrears
on May 15 and November 15 in each year,  commencing  November  15, 2003,  at the
rate of  5.625%,  until  the  principal  hereof  is paid or made  available  for
payment.

     The interest so payable,  and punctually  paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in  whose  name  this  Security  (or  one or  more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be May 1 or  November 1, as the case may be,  immediately
preceding the Interest  Payment Date (whether or not a Business  Day).  Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be

                                       12
<PAGE>
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium,  if any) and any interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in 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 Security Register.

     Reference  is hereby made to the further  provisions  of this  Security 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 Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

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

                                        ARIZONA PUBLIC SERVICE COMPANY


                                        By
                                           -------------------------------------
                                           Senior Vice President and
                                           Chief Financial Officer
Attest:

----------------------------------
Secretary

Form of Reverse of Security.

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under an  Indenture,  dated as of January  15, 1998  (herein  called the
"Indenture",  which  term  shall  have  the  meaning  assigned  to  it  in  such
instrument),  between the Company and JPMorgan Chase Bank (formerly known as The
Chase  Manhattan  Bank),  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

                                       13
<PAGE>
Holders of the Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof, which is unlimited in aggregate principal amount.

     The Securities of this series are subject to redemption  upon not less than
30 days' notice by mail at the option of the Company,  in whole or in part, from
time to time at a  Redemption  Price equal to the  greater of (a) the  principal
amount of the Securities (or portion thereof) of this series to be redeemed plus
interest (if any) accrued to the Redemption  Date or (b) the  Make-Whole  Amount
(as defined  below) with respect to the Securities of this series to be redeemed
(the "Redemption Price").

     If notice has been given as  provided  in the  Indenture  and funds for the
redemption of any  Securities  (or any portion  thereof)  called for  redemption
shall  have been made  available  on the  Redemption  Date  referred  to in such
notice,  such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such  redemption  specified in such notice and the only right
of the Holders of such  Securities  will be to receive payment of the Redemption
Price.

     Notice of any  optional  redemption  of  Securities  of this series (or any
portion  thereof) will be given to Holders at their  addresses,  as shown in the
Security  Register for such  Securities,  not more than 60 nor less than 30 days
prior to the date fixed for  redemption.  The notice of redemption will specify,
among other items,  the  Redemption  Price or, if not then known,  the manner of
calculation  thereof,  and the principal amount of the Securities of this series
held by such Holder to be redeemed.  If less than all of the  Securities of this
series  are to be  redeemed  at the option of the  Company,  the  Trustee  shall
select,  in such  manner as it shall deem fair and  appropriate,  the portion of
such Securities to be redeemed in whole or in part.

     As used herein:

          "MAKE-WHOLE AMOUNT" means the sum, as determined by a Quotation Agent,
of the present  values of the principal  amount of the Securities of this series
to be redeemed,  together  with  scheduled  payments of interest  (exclusive  of
interest to the Redemption Date) from the Redemption Date to the Stated Maturity
of the Securities of this series, in each case discounted to the Redemption Date
on a  semi-annual  basis,  assuming a 360-day year  consisting  of twelve 30-day
months,  at the Adjusted  Treasury Rate,  plus accrued  interest (if any) on the
principal  amount  of the  Securities  of  this  series  being  redeemed  to the
Redemption Date.

          "ADJUSTED  TREASURY RATE" means,  with respect to any Redemption Date,
(i)  the  yield,  under  the  heading  which  represents  the  average  for  the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15 (519)" or any successor  publication which is published
weekly  by the  Board of  Governors  of the  Federal  Reserve  System  and which
establishes  yields on actively  traded  U.S.  Treasury  securities  adjusted to
constant  maturity under the caption  "Treasury  Constant  Maturities,"  for the
maturity  corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
within three months before or after the remaining term of the Securities of this
series,  yields for the two published  maturities most closely  corresponding to

                                       14
<PAGE>
the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounding  to the  nearest  month)  or  (ii) if such  release  (or any  successor
release) is not published during the week preceding the calculation date or does
not contain such yields,  the rate per year equal to the semi-annual  equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the  Comparable  Treasury  Issue  (expressed  as a percentage  of its  principal
amount) equal to the Comparable Treasury Price for such Redemption Date, in each
case calculated on the third Business Day preceding the Redemption Date, plus in
each case 0.150%.

          "COMPARABLE  TREASURY ISSUE" means the U.S. Treasury security selected
by the Quotation  Agent as having a maturity  comparable  to the remaining  term
from the Redemption Date to the Stated Maturity of the Securities of this series
that  would  be  utilized,  at the  time of  selection  and in  accordance  with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities of this series.

          "QUOTATION AGENT" means the Reference  Treasury Dealer selected by the
Trustee after consultation with the Company.

          "REFERENCE   TREASURY  DEALER"  means  each  primary  U.S.  Government
securities dealer selected by the Company.

          "COMPARABLE  TREASURY  PRICE"  means,  with respect to any  Redemption
Date, if clause (ii) of the definition of Adjusted  Treasury Rate is applicable,
the  average of three,  or such lesser  number as is  obtained  by the  Trustee,
Reference Treasury Dealer Quotations for such Redemption Date.

          "REFERENCE  TREASURY DEALER  QUOTATIONS"  means,  with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue,
expressed  in each  case as a  percentage  of its  principal  amount,  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     The Securities of this series will not be subject to any sinking fund.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the  unredeemed  portion  hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

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

                                       15
<PAGE>
     If an Event of Default  with  respect to  Securities  of this series  shall
occur and be  continuing,  the principal of the Securities of this series 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  Securities  of each series 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  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  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
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series 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
Securities of this series 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  Security 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 Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  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 Security is registrable  in the Security  Register,
upon  surrender of this Security 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  Security are payable,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series

                                       16
<PAGE>
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series 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,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  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 Security 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  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security 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 Security  which are defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.

Form of Trustee's Certificate of Authentication

                          CERTIFICATE OF AUTHENTICATION

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

Dated:                                  JPMORGAN CHASE BANK
                                        AS TRUSTEE


                                        By
                                           -------------------------------------
                                           AUTHORIZED OFFICER

                                  ARTICLE FOUR

               ORIGINAL ISSUE OF NOTES DUE 2015 AND NOTES DUE 2033

     SECTION  401.  Subject to Section 101, the Notes Due 2015 and the Notes Due
2033 in the aggregate  principal  amount of $500,000,000  may, upon execution of
this  Seventh  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 2015 and Notes

                                       17
<PAGE>
Due 2033 in  accordance  with a Company  Order  delivered  to the Trustee by the
Company, without any further action by the Company.

                                  ARTICLE FIVE

                           PAYING AGENT AND REGISTRAR

     SECTION  501.  JPMorgan  Chase Bank will be the Paying  Agent and  Security
Registrar for the Notes Due 2015 and the Notes Due 2033.

                                   ARTICLE SIX

                                SUNDRY PROVISIONS

     SECTION  601.  Except  as  otherwise  expressly  provided  in this  Seventh
Supplemental  Indenture  or in the form of Notes  Due 2015 or Notes  Due 2033 or
otherwise  clearly  required  by the context  hereof or thereof,  all terms used
herein or in said form of Notes Due 2015 or Notes Due 2033 that are  defined  in
the  Indenture  shall have the several  meanings  respectively  assigned to them
thereby.

     SECTION 602. The Indenture,  as heretofore supplemented and amended, and as
supplemented by this Seventh Supplemental Indenture, is in all respects ratified
and confirmed,  and this Seventh Supplemental  Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and therein provided.

     SECTION  603.  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 Seventh 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
Seventh  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
Seventh 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.

                                       18
<PAGE>
     IN  WITNESS   WHEREOF,   the  parties   hereto  have  caused  this  Seventh
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.

                                        ARIZONA PUBLIC SERVICE COMPANY


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


Attest:

Betsy A. Pregulman
----------------------------------
Betsy A. Pregulman
Associate Secretary


                                        JPMORGAN CHASE BANK, as Trustee


                                        By: Kathleen Perry
                                            ------------------------------------


Attest:

Diane Darconte
----------------------------------
Name: Diane Darconte
Title: Trust Officer

                                       19
<PAGE>
STATE OF ARIZONA         )
                         )  ss.:
COUNTY OF MARICOPA       )

     On the ____ day of May, 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 Arizona Public Service Company,  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.


                                                   Debra L. Blondin
                                        ----------------------------------------
                                                     Notary Public

My Commission Expires:

June 7, 2004
------------------------

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

     On the 9th day of May, 2003,  before me personally  came Kathleen Perry, to
me known,  who,  being by me duly sworn,  did depose and say that he/she is Vice
President of JPMorgan Chase Bank (formerly known as The Chase  Manhattan  Bank),
one  of  the  corporations   described  in  and  which  executed  the  foregoing
instrument;  that  he/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 he/she signed
his/her name thereto by like authority.


                                                      Emily Fayan
                                        ----------------------------------------
                                                     Notary Public

My Commission Expires:

December 31, 2001
------------------------

                                       20