Exhibit 3.2
 BYLAWS
 OF
 PINNACLE WEST CAPITAL CORPORATION
(Amended as of January 21, 2009)
I. REFERENCES; SENIORITY
 1.01. References
 1.02. Seniority
 1.03. Shareholders of Record shareholder
 II. SHAREHOLDERS MEETINGS
 2.01. Annual Meetings
 1




---



##### 



2.02. Special Meetings
 2.03. Notice
 2.04. Right to Vote entitled to vote
 2.05. Notice of Shareholder Business and Nominations
 (a)
    
    Annual Meetings of Shareholders. (1) Nominations of persons
for election to the Board of Directors of the Company and the proposal of
business to be considered by the shareholders may be made at an annual meeting
of shareholders only (a) pursuant to the Companys notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors or
(c) by any shareholder of the Company who was a shareholder at the time the
notice provided for in this Section 2.05 is delivered to the Secretary of the
Company, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 2.05.
 (2)
    
    For nominations or other business to be
properly brought before an annual meeting by a shareholder pursuant to
clause (c) of paragraph (a)(1) of this Section 2.05, the shareholder
must have given timely notice thereof in writing to the Secretary of
the Company and any such proposed business other than the nominations
of persons for election to the Board of Directors must constitute a
proper matter for shareholder action. To be timely, a shareholder
notice shall




---



##### 



be delivered to the Secretary at the principal executive offices of
the Company not later than the close of business (a) with respect to
business to be brought before the meeting, on the ninetieth
(90th) day nor earlier than the close of business on the
one hundred twentieth (120th) day prior to the first
anniversary of the preceding years annual meeting (provided,
however, that in the event that the date of the annual meeting is
changed by more than thirty (30) days from such anniversary date,
notice by the shareholder must be so delivered not earlier than the
close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business
on the later of the ninetieth (90th) day prior to such
annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first
made by the Company), and (b) with respect to nominations of persons
to be elected to the Board of Directors, the one-hundred eightieth
(180th) day prior to the date of the meeting at which the
election is to occur. In no event shall the public announcement of
an adjournment or postponement of an annual meeting commence a new
time period (or extend any time period) for the giving of a
shareholders notice as described above.(3)
    
    In addition to meeting the timely notice
requirements of paragraph (a)(2) of this Section 2.05, in order for
nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (c) of paragraph (a)(1) of
this Section 2.05, such shareholders notice shall set forth: (a) as
to each person whom the shareholder proposes to nominate for election
as a director, (i) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each
case pursuant to and in accordance with Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange
Act), and (ii) and such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business desired
to be brought before the meeting, the text of the proposal or business
(including the text of any resolutions proposed for consideration and,
in the event that such business includes a proposal to amend the Bylaws
of the Company, the language for the proposed amendment), the reasons
for conducting such business at the meeting, and any material




---



##### 



interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to
the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made, (i) the name and
address of such shareholder, as they appear on the Companys books,
and of such beneficial owner, (ii) the class and number of shares of
capital stock of the Company that are owned beneficially and of
record by such shareholder and such beneficial owner, (iii) a
representation that the shareholder is a holder of record of stock of
the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business or
nomination, and (iv) a representation whether the shareholder or the
beneficial owner, if any, intends or is part of a group that intends
(A) to deliver a proxy statement and/or form of proxy to holders of
at least the percentage of the Companys outstanding capital stock
required to approve or adopt the proposal or elect the nominee and/or
(B) otherwise to solicit proxies from shareholders in support of such
proposal or nomination. The foregoing notice requirements of clauses
(b) and (c) of paragraph (a)(3) of this Section 2.05 shall be deemed
satisfied by a shareholder if the shareholder has notified the
Company of his or her intention to present a proposal at an annual
meeting in compliance with Rule 14a-8 (or any successor thereof)
promulgated under the Exchange Act and such shareholders proposal
has been included in a proxy statement that has been prepared by the
Company to solicit proxies for such annual meeting. The Company may
require any proposed nominee to furnish such other information as it
may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Company.
 (b)
    
    Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Companys notice of meeting.(c)
    
    General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 2.05 shall be eligible to be
elected at an annual or special meeting of shareholders of the Company to serve
as directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 2.05. Except as otherwise provided by
law, the Chairman of the meeting shall have the power and duty (a) to determine
whether a nomination or any business proposed to be




---



##### 



brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 2.05 (including
whether the shareholder or beneficial owner, if any, on whose behalf the
nomination or proposal is made solicited (or is part of a group that
solicited) or did not so solicit, as the case may be, proxies in support of
such shareholders nominee or proposal in compliance with such shareholders
representation as required by clause (a)(2)(c)(iv) of this Section 2.05) and
(b) if any proposed nomination or business was not made or proposed in
compliance with this Section 2.05, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.05, if the
shareholder (or a qualified representative of the shareholder) does not
appear at the annual meeting of shareholders of the Company to present a
nomination or business, such nomination shall be disregarded and such
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the Company. For purposes of this
Section 2.05, to be considered a qualified representative of the
shareholder, a person must be authorized by a writing executed by such
shareholder or an electronic transmission delivered by such shareholder to
act for such shareholder as proxy at the meeting of shareholders and such
person must produce such writing or electronic transmission, or a reliable
reproduction of the writing or electronic transmission, at the meeting of
shareholders.
 public announcement
  2.06. Right to Attend




---



##### 



2.07. Quorum
 2.08. Election Inspectors
 2.09. Organization and Conduct of Meetings




---



##### 



2.10. Voting
 2.11. Shareholder Approval or Ratification




---



##### 



2.12. Control Share Act
 2.13. Adjournments
 III. BOARD OF DIRECTORS
 3.01. Membership
 3.02. Qualifications




---



##### 



3.03. Regular Meetings
 3.04. Special Meetings
 3.05. Notice
 3.06. Quorum; Voting




---



##### 



3.07. Executive Committee
 3.08. Other Committees
 3.09. Committee Functioning
 3.10. Action by Telephone or Consent




---



##### 



3.11. Presumption of Assent
 3.12. Compensation
 3.13. Removal
 IV. OFFICERS  GENERAL
 4.01. Elections and Appointments
 4.02. Additional Appointments




---



##### 



4.03. Bonds and Other Requirements
 4.04. Removal or Delegation
 4.05. Salaries
 V. SPECIFIC OFFICERS, FUNCTIONS AND POWERS
 5.01. Chairman of the Board
 5.02. Chief Executive Officer
 5.03. President and Vice Presidents




---



##### 



5.04. Treasurer and Secretary
 5.05. Specific Powers
 VI. RESIGNATIONS AND VACANCIES
 6.01. Resignations
 (a)
    
    Any director, committee member or officer may resign from his or her office at
any time by written notice as specified in accordance with Arizona Revised Statutes
Sections 10-807 and 10-843. The acceptance of a resignation will not be required to
make it effective.(b)
    
    Except as prohibited by law or by the Articles, any nominee for election as a
director at a meeting of shareholders duly called and at which a quorum is present, in
an uncontested election, who receives a greater number of votes cast withheld for his
or her election than for such election shall promptly tender his or her resignation
for consideration to the Corporate Governance Committee or its successor. The
Corporate




---



##### 



Governance Committee or its successor shall evaluate the directors tendered
resignation taking into account the best interests of the Company and its
shareholders and shall recommend to the Board of Directors whether to accept or
reject such resignation. In making its recommendation, the Corporate Governance
Committee or its successor may consider, among other things, the effect of the
exercise of cumulative voting in the election. The Board of Directors shall act
within 120 days following certification of the shareholder vote and publicly
disclose its decision and the underlying rationale. Any director who tenders
his or her resignation pursuant to this provision shall not participate in any
committee or Board of Director consideration thereof.
 6.02. Vacancies
 VII. INDEMNIFICATION AND RATIFICATION
 7.01. Indemnification
 7.02. Ratification; Special Committee




---



##### 



VIII. SEAL
 8.01. Form Thereof
 IX. STOCK CERTIFICATES
 9.01. Form Thereof
 9.02. Ownership
 9.03. Transfers




---



##### 



9.04. Lost Certificates
 X. EMERGENCY BYLAWS
 10.01. Emergency Conditions
 10.02. Board Meetings
 10.03. Certain Actions
 10.04. Liability
 10.05. Modifications




---



##### 



XI. DIVIDENDS
 11.01. Declaration
 XII. BUSINESS COMBINATIONS
 12.01. Definitions
 1.
    
    Affiliate means a person that directly or indirectly
controls, is controlled by, or is under common control with a specified person.2.
    
    Announcement date, when used in reference to any business
combination, means the date of the first public announcement of the final,
definitive proposal for the business combination.3.
    
    Associate, when used to indicate a relationship with any
person, means any of the following:
 (a)
    
    Any corporation or organization of which the
person is an officer, director, or partnership or is, directly or
indirectly, the beneficial owner of ten percent (10%) or more of any
class or series of shares entitled to vote or other equity interest;(b)
    
    Any trust or estate in which the person has a
substantial beneficial interest or as to which the person serves as
trustee or personal representative or in a similar fiduciary capacity;
or(c)
    
    Any relative or spouse of the person, or any
relative of the spouse, residing in the home of the person.
 4.
    
    Beneficial owner, when used with respect to shares or other
securities, includes any person who, directly or indirectly through any
agreement, arrangement, relationship, understanding, or otherwise, whether or
not in writing, has or shares the power to vote, or direct the voting of the
shares or securities or has or shares the power to dispose of or direct the
disposition of the shares or securities, except that:




---



##### 



(a)
    
    A person is not deemed the beneficial owner of
shares or securities tendered pursuant to a tender or exchange offer
made by the person or any of the persons affiliates or associates
until the tendered shares or securities are accepted for purchase or
exchange; and(b)
    
    A person is not deemed the beneficial owner of
shares or securities with respect to which the person has the power to
vote or direct the voting arising solely from a revocable proxy given
in response to a proxy solicitation required to be made and made in
accordance with the applicable rules and regulations under the
Securities Exchange Act of 1934, as amended, and is not then reportable
under that act on a Schedule 13D or comparable report.
 5.
    
    Beneficial ownership includes the right to acquire shares or
securities through the exercise of options, warrants, or rights, the conversion
of convertible securities, or otherwise. The shares or securities subject to
the options, warrants, rights, or conversion privileges held by a person are
deemed to be outstanding for the purpose of computing the percentage of
outstanding shares or securities of the class or series owned by the person but
are not deemed to be outstanding for the purpose of computing the percentage of
the class or series owned by any other person. A person is deemed the
beneficial owner of shares and securities beneficially owned by the spouse of
the person or any relative of the spouse residing in the home of the person,
any trust or estate in which the person owns ten percent (10%) or more of the
total beneficial interest or serves as trustee or personal representative, any
corporation or entity in which the person owns ten percent (10%) or more of the
equity and any affiliate of the person.6.
    
    Business combination, when used in reference to the Company
and any interested shareholder of the Company, means any of the following:
 (a)
    
    Any merger or consolidation of the Company or
any subsidiary of the Company with either:
 (i)
    
    The interested shareholder; or(ii)
    
    Any other domestic or foreign
corporation, whether or not itself an interested shareholder of
the Company, that is, or after the merger would be, an affiliate
or associate of the interested shareholder, except that the
foregoing does not include the merger of a wholly-owned
subsidiary of the Company into the




---



##### 



Company or the merger of two or more wholly-owned
subsidiaries of the Company.
 (b)
    
    Any exchange, pursuant to a plan of exchange
under the laws of the State of Arizona or a comparable statute of any
other state or jurisdiction, of shares of the Company or any subsidiary
of the Company for shares of either:
 (i)
    
    The interested shareholder; or(ii)
    
    Any other domestic or foreign
corporation, whether or not itself an interested shareholder of
the Company, that is, or after the exchange would be, an
affiliate or associate of the interested shareholder.
 (c)
    
    Any sale, lease, exchange, mortgage, pledge,
transfer, or other disposition, in a single transaction or a series of
transactions, to or with the interested shareholder or any affiliate or
associate of the interested shareholder, of assets of the Company or
any subsidiary of the Company to which any of the following applies:
 (i)
    
    Has an aggregate market value
equal to ten percent (10%) or more of the aggregate market value
of all the assets, determined on a consolidated basis, of the
Company.(ii)
    
    Has an aggregate market value
equal to ten percent (10%) or more of the aggregate market value
of all the outstanding shares of the Company.(iii)
    
    Represents ten percent (10%) or
more of the earning power or net income, determined on a
consolidated basis, of the Company.
 (d)
    
    The issuance or transfer by the Company or any
subsidiary of the Company, in a single transaction or a series of
transactions, of any shares of the Company or any subsidiary of the
Company that have an aggregate market value equal to five percent (5%)
or more of the aggregate market value of all the outstanding shares of
the Company to the interested shareholder or any affiliate or associate
of the interested shareholder, except pursuant to the exercise of
warrants or rights to purchase shares offered or a dividend or
distribution paid or made pro rata to all shareholders of the Company.




---



##### 



(e)
    
    The adoption of any plan or proposal for the
liquidation or dissolution of the Company, or any reincorporation of
the Company in another state or jurisdiction, proposed by, on behalf
of, or pursuant to any agreement, arrangement, or understanding,
whether or not in writing, with the interested shareholder or any
affiliate or associate of the interested shareholder.(f)
    
    Any reclassification of securities, including
any share dividend or split, reverse share split, or other distribution
of shares in respect of shares, recapitalization of the Company, merger
or consolidation of the Company with any subsidiary of the Company
exchange of shares of the Company with any subsidiary of the Company or
other transaction, whether or not with or into or otherwise involving
the interested shareholder, proposed by, on behalf of, or pursuant to
any agreement, arrangement, or understanding, whether or not in
writing, with the interested shareholder or any affiliate or associate
of the interested shareholder that has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class or series of shares entitled to vote, or securities
that are exchangeable for or convertible into or that carry a right to
acquire shares entitled to vote, of the Company or any subsidiary of
the Company that is, directly or indirectly, owned by the interested
shareholder or any affiliate or associate of the interested
shareholder, except as a result of immaterial changes due to fractional
share adjustments.(g)
    
    Any receipt by the interested shareholder or
any affiliate or associate of the interested shareholder of the
benefit, directly or indirectly, except proportionately as a
shareholder of the Company, of any loans, advances, guarantees,
pledges, or other financial assistance or any tax credits or other tax
advantages provided by or through the Company or any subsidiary of the
Company (other than expense account advances made in the ordinary
course of business).
 7.
    
    Consummation date, with respect to any business combination,
means the date of consummation of the business combination or, in the case of a
business combination as to which a shareholder vote is taken, the later of:
 (i)
    
    The business day before the vote; or(ii)
    
    Twenty (20) days before the date of
consummation of the business combination.




---



##### 



8.
    
    Control, controlling, controlled by or under common
control with means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.
A persons beneficial ownership of ten percent (10%) or more of the voting
power of the Companys outstanding shares entitled to vote in the election of
directors creates a presumption that the person has control of the Company. A
person is not considered to have control of the Company if the person holds
voting power, in good faith and not for the purpose of avoiding any provision
of law as an agent, bank, broker, nominee, custodian, or trustee for one or
more beneficial owners who do not individually or as a group have control of
the Company.9.
    
    Interested shareholder, when used in reference to the Company
means any person, other than the Company or any subsidiary of the Company,
that is either:
 (a)
    
    The beneficial owner, directly or indirectly,
of ten percent (10%) or more of the voting power of the outstanding
shares entitled to vote of the Company; or(b)
    
    An affiliate or associate of the Company who at
any time within the three (3) year period immediately before the date
in question was the beneficial owner of ten percent (10%) or more of
the voting power of the then outstanding shares entitled to vote of the
Company.
 10.
    
    Market value, when used in reference to shares or property of
the Company, means the following:
 (a)
    
    In the case of shares, the highest closing sale
price during the thirty (30) day period immediately preceding the date
in question of a share on the composite tape for New York Stock
Exchange listed shares or, if the shares are not quoted on the
composite tape or not listed on the New York Stock Exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which the share are
listed or, if the shares are not listed on any such exchange, on the
National Association of Securities Dealers, Inc. Automated Quotations
National Market System or, if the shares are not quoted on the National
Association of Securities Dealers, Inc. Automated Quotations National
Market System, the highest closing bid quotation during the thirty (30)
day period preceding the date in question of a share on the National
Association of Securities Dealers, Inc. Automated




---



##### 



Quotations System or any system then in use or, if no such quotation
is available, the fair market value on the date in question of a
share as determined in good faith by the Board of the Company.(b)
    
    In the case of property other than cash or
shares, the fair market value of the property on the date in question
as determined in good faith by the Board of the Company.
 11.
    
    Person means any natural person, partnership, corporation,
group, association, venture, firm, or other entity (other than the Company, any
subsidiary of the Company, or a trustee or fiduciary holding stock for the
benefit of the employees of the Company or its subsidiaries or any one of its
subsidiaries, pursuant to one or more employee benefit plans). If two or more
persons act as a partnership, limited partnership, syndicate, or other group
pursuant to any agreement, arrangement, relationship, understanding, or
otherwise, whether or not in writing, for the purposes of acquiring, owning, or
voting shares of the Company, all members of the partnership, syndicate, or
other group shall be deemed a person. Person does not include a licensed
broker, dealer, or underwriter that purchases shares of the Company solely for
purposes of resale to the public that is not acting in concert with an
interested shareholder.12.
    
    Share acquisition date, with respect to any person and the
Company, means the date that the person first becomes an interested
shareholder of the Company.
 12.02. Business Combination with Interested Shareholders; Approved by Directors
 1.
    
    Except as set forth in these Bylaws, the Company may not engage
in any business combination or vote, consent or otherwise act to authorize a
subsidiary of the Company to engage in any business combination with respect
to, proposed by, or on behalf of, or pursuant to any agreement, arrangement or
understanding, whether or not in writing, with any interested shareholder of
the Company or any affiliate or associate of the interested shareholder for a
period of three (3) years after the interested shareholders share acquisition
date, unless the business combination or the acquisition of shares made by the
interested shareholder on the interested shareholders share acquisition date
is approved by a committee of the Board of Directors of the Company before the
interested shareholders share acquisition date. The committee shall be formed
in accordance with subsection 4 of this Section 12.02.




---



##### 



2.
    
    If a good faith definitive proposal regarding a business
combination is made in writing to the Board of Directors of the Company, a
committee of the Board formed in accordance with subsection 4 of this Section
12.02 shall consider and take action on the proposal. Unless the committee
responds affirmatively in writing within forty-five (45) days after receipt of
the proposal by the Company, the committee shall be considered to have
disapproved the business combination.3.
    
    If a good faith definitive proposal to acquire shares is made
in writing to the Board of Directors of the Company, a committee of the Board
of Directors formed in accordance with subsection 4 of this Section 12.02
shall consider and take action on the proposal. Unless the committee responds
affirmatively in writing within forty-five (45) days after receipt of the
proposal by the Company, the committee shall be considered to have disapproved
the share acquisition.4.
    
    When a business combination or acquisition of shares is
proposed pursuant to this Section 12.02, the Board of Directors shall promptly
form a committee composed of all of the Boards disinterested Directors. The
committee shall take action on the proposal by the affirmative vote of a simple
majority of the committee members. The committee is not subject to any
direction or control by the Board with respect to the committees consideration
of or any action concerning a business combination or acquisition of shares
pursuant to this Section 12.02. A committee formed pursuant to this subsection
shall be composed of one or more members. Only disinterested Directors may be
members of a committee formed pursuant to this subsection. However, if the
Board of Directors has no disinterested Directors, the Board shall select three
or more disinterested persons to be committee members. For purposes of this
subsection, a Director or person is disinterested if the Director or person is
not an interested shareholder or an affiliate thereof or a present or former
officer or employee of the Company or an affiliate or associate of the Company
or of the interested shareholder or of any affiliate or associate of the
interested shareholder.
 12.03.




---



##### 



1.
    
    A business combination with respect to which the consummation
date is no less than three years after the share acquisition date, approved by
the Board of Directors of the Company before the interested shareholders share
acquisition date, or as to which the acquisition of shares made by the
interested shareholder on the interested shareholders acquisition date had
been approved by the Board of Directors before the interested shareholders
share acquisition date.2.
    
    A business combination approved by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote not
beneficially owned by the interested shareholder proposing the business
combination or any affiliate or associate of the interested shareholder
proposing the business combination at a meeting called for that purpose no
earlier than three years after the interested shareholders share acquisition
date.3.
    
    A business combination, with respect to which the consummation
date is no earlier than three years after the interested shareholders share
acquisition date, that meets all of the following conditions:
 (a)
    
    The aggregate amount of the cash and the market
value as of the consummation date of consideration other than cash to
be received per share by holders of outstanding common shares of the
Company in the business combination is at least equal to the higher of
the following:
 (i)
    
    The highest per share price paid
by the interested shareholder, at a time when the interested
shareholder was the beneficial owner, directly or indirectly, of
five percent (5%) or more of the outstanding shares entitled to
vote of the Company, for any common shares of the same class or
series acquired by it within the three (3) year period
immediately before the announcement date with respect to the
business combination or within the three (3) year period
immediately before, or in, the transaction in which the
interested shareholder became an interested shareholder,
whichever is higher, plus, in either case, interest compounded
annually from the earliest date on which the highest per share
acquisition price was paid through the consummation date at the
rate for one year United States treasury obligations from time
to time in effect less the aggregate amount of any cash
dividends paid, and the market value of any dividends paid




---



##### 



other than in cash, per common share since the earliest date,
up to the amount of the interest.(ii)
    
    The market value per common share
on the announcement date with respect to the business
combination or on the interested shareholders share acquisition
date, whichever is higher, plus interest compounded annually
from that date through the consummation date at the rate for one
year United States treasury obligations from time to time in
effect less the aggregate amount of any cash dividends paid and
the market value of any dividends paid other than in cash, per
common share since that date, up to the amount of the interest.(b)
    
    The aggregate amount of the cash
and the market value as of the consummation date of
consideration other than cash to be received per share by
holders of outstanding shares of any class or series of shares,
other than common shares, of the Company in the business
combination is at least equal to the highest of the following,
whether or not the interested shareholder has previously
acquired any shares of the class or series:
 (i)
    
    The highest per
share price paid by the interested shareholder, at a
time when the interested shareholder was the beneficial
owner, directly or indirectly, of five percent (5%) or
more of the outstanding shares entitled to vote of the
Company, for any shares of the class or series acquired
by it within the three (3) year period immediately
before the announcement date with respect to the
business combination or within the three (3) year period
immediately before, or in, the transaction in which the
interested shareholder became an interested shareholder,
whichever is higher, plus, in either case, interest
compounded annually from the earliest date on which the
highest per share acquisition price was paid through the
consummation date at the rate for one year United States
treasury obligations from time to time in effect less
the aggregate amount of any cash dividends paid and the
market value of any dividends paid other than in cash,
per share of the class or




---



##### 



series since such earliest date, up to the amount of
the interest.(ii)
    
    The highest
preferential amount per share to which the holders of
shares of the class or series are entitled in the event
of any voluntary liquidation, dissolution, or winding up
of the Company, plus the aggregate amount of any unpaid
dividends declared or due as to which the holders are
entitled before payment of dividends on some other class
or series of shares, unless the aggregate amount of the
dividends is included in the preferential amount.(iii)
    
    The market value
per share of the class or series on the announcement
date with respect to the business combination or on the
interested shareholders share acquisition date,
whichever is higher, plus interest compounded annually
from that date through the consummation date at the rate
for one year United States treasury obligations from
time to time in effect less the aggregate amount of any
cash dividends paid and the market value of any
dividends paid other than in cash, per share of the
class or series since that date, up to the amount of the
interest.
 (c)
    
    The consideration to be received
by holders of a particular class or series of outstanding
shares, including common shares, of the Company in the business
combination is in cash or in the same form as the interested
shareholder has used to acquire the largest number of shares of
the class or series of shares previously acquired by it and the
consideration is distributed promptly.(d)
    
    The holders of all outstanding
shares of the Company not beneficially owned by the interested
shareholder immediately before the consummation date with
respect to the business combination are entitled to receive in
the business combination cash or other consideration for the
shares in compliance with subdivisions (a), (b) and (c).




---



##### 



(e)
    
    After the interested
shareholders share acquisition date and before the consummation
date with respect to the business combination, the interested
shareholder has not become the beneficial owner of any
additional shares entitled to vote of the Company except:
 (i)
    
    As part of the
transaction that resulted in the interested shareholder
becoming an interested shareholder;(ii)
    
    By virtue of
proportionate share splits, share dividends, or other
distributions of shares in respect of shares not
constituting a business combination;(iii)
    
    Through a
business combination meeting all of the conditions of
Section 12.02 and this paragraph; or(iv)
    
    Through purchase
by the interested shareholder at any price that, if the
price had been paid in an otherwise permissible business
combination the announcement date and consummation date
of which were the date of the purchase, would have
satisfied the requirements of subdivisions (a), (b) and
(c) of this Section.
 12.04. Application
 1.
    
    As soon as practicable, divests itself of a sufficient amount
of the shares entitled to vote of the Company so that it no longer is the
beneficial owner, directly or indirectly, of ten percent (10%) or more of the
outstanding shares entitled to vote of the Company.2.
    
    Would not at any time within the three (3) year period
preceding the announcement date with respect to the business combination have
been an interested shareholder except for the inadvertent acquisition.
 XIII. LIMITATION ON SHARE REPURCHASES
 13.01. Limitation on Share Repurchases




---



##### 



13.02. Definitions average market price
 XIV. AMENDMENTS
 14.01. Amendment of Bylaws