exv4w1



 




Exhibit 4.1



RESTATED
ARTICLES OF INCORPORATION

OF

PINNACLE WEST CAPITAL CORPORATION

(RESTATED AS OF MAY 23, 2007)




     FIRST: The name of the corporation is Pinnacle West Capital Corporation.



     SECOND: The corporation is organized for the purpose of transacting any or all lawful business
for which corporations may be incorporated under Chapter 1 of Title 10, Arizona Revised Statutes,
as at any time in effect. The character of business that the corporation initially intends to
conduct is the acquisition and holding of securities of other corporations for investment purposes.



     THIRD: The aggregate number of shares that the corporation shall have authority to issue is
160,000,000 divided into 150,000,000 shares of Common Stock, no par value, and 10,000,000 shares of
Serial Preferred Stock, no par value. Each issued and outstanding share of Common Stock will
entitle the holder thereof to one vote, except as may otherwise be provided by statute. Issued and
outstanding shares of Serial Preferred Stock will entitle the holders thereof only to those votes,
if any, that may expressly be fixed as hereinafter provided for the respective series thereof or as
may otherwise be provided by statute.



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




	 	(a)	 	The serial designation and authorized number of shares;
	 
	 	(b)	 	The dividend rate, if any, the date or dates on which such
dividends will be payable, and the extent to which such dividends may
be cumulative;
	 
	 	(c)	 	The price or prices at which shares may be redeemed, and any
terms, conditions and limitations upon such redemptions;
	 
	 	(d)	 	The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation of the
corporation;
	 
	 	(e)	 	Any sinking fund provisions for redemption or purchase of shares of such series;




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





     FOURTH:
The name and address of the current statutory agent of the
corporation is CT Corporation System, 2934 East Camelback Road, Phoenix, Arizona 85016.
The address of the known place of business of the corporation is 400
North 5th Street, Phoenix, Arizona 85004.



     FIFTH: The Board of Directors of the corporation shall consist of not less than 9 nor more
than 21 shareholders of the corporation or of any parent corporation thereof. Each director shall
hold such office until the next annual meeting of the shareholders or until his or her earlier
death, resignation or removal. The foregoing notwithstanding, each director shall serve until his
or her successor is duly elected and qualified.



     Except to fill vacancies resulting from the death or resignation of a director and except for
nominations by the Board of Directors or a committee thereof, nominations for directors must be
made in writing at least 180 days prior to the date of the shareholders’ meeting at which the
election is to occur.





     SIXTH: The corporation shall have the right to purchase, directly or indirectly, its own
shares to the extent of the unreserved and unrestricted earned and capital surplus available
therefor.



     SEVENTH: The Board of Directors may, from time to time, distribute on a pro rata basis to its
shareholders out of capital surplus of the corporation a portion of its assets, in cash or
property, and no shareholder authorization thereof shall be required.



     EIGHTH: The corporation may create and issue rights or options to directors, officers or
employees of the corporation or of any affiliate thereof, entitling the holders thereof to purchase
from the corporation shares of any class or classes, and no shareholder approval or ratification
thereof shall be required.



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     NINTH: The corporation reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute,
and all rights conferred on stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in Articles Third (with respect to Serial
Preferred Stock) and Fifth and in this Article may not be repealed or amended in any respect unless
such repeal or amendment is approved by the affirmative vote of the holders of not less than
two-thirds of the total voting power of all outstanding shares of voting stock of this corporation.



     TENTH: A director of the corporation shall not be personally liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty as a director, except for
liability for any of the following:




	 	(a)	 	any breach of the director’s duty of loyalty to the corporation
or its shareholders;
	 
	 	(b)	 	acts or omissions which are not in good faith or which involve
intentional misconduct or a knowing violation of law;
	 
	 	(c)	 	any authorization of an unlawful payment of a dividend or other
distribution on the corporation’s capital stock or the unlawful
purchase of its capital stock;
	 
	 	(d)	 	any transaction from which the director derived an improper
personal benefit; or
	 
	 	(e)	 	a violation of Arizona Revised Statutes Section 10-041.





     If the Arizona General Corporation Law is amended after the date of these Articles of
Incorporation to authorize corporate action further eliminating or limiting the personal liability
of directors, the liability of a director of the corporation shall be eliminated or limited to the
full extent permitted by the Arizona General Corporation Law, as amended.



     Any
repeal or modification of this Article TENTH shall not increase the personal liability
of any director of the corporation for any act or occurrence taking place prior to such repeal or
modification or otherwise adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.



     The provisions of this Article TENTH shall not be deemed to limit or preclude
indemnification of a director by the corporation for any liability of a director which has not been
eliminated by the provisions of this Article TENTH.




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