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Exhibit 10.1.2h
 
  R E C I T A L S
    (a)
    
    Clause (iii) of Paragraph (c) of Section 5 shall be restated as
follows:APS shall cause or permit any of the assets of either Fund to be used for
any purpose other than as permitted by this Agreement or shall cause or
permit any assets of either Fund to be invested in any investment that is
not in accordance with Section 9 of this Agreement and shall fail to remedy
such non-permitted use or investment within 30 days following notice by a
Lessor or an Equity Participant to APS of such non-permitted use or
investment.(b)
    
    Clause (v) of Section 6 shall be restated as follows:(v) the term Decommissioning Fund Permitted Investments (as such term is
defined in Section 10(b)(3)(viii) of each of the Participation Agreements)
shall mean those investments that are in accordance with Exhibit B.(c)
    
    Paragraph (c) of Section 7 shall be restated as follows:to (i) hold assets, in a depository, in a clearing corporation, in book
entry form, or by any subcustodian or other entity or in any other manner
permitted by law; provided that the Decommissioning Trustee shall not be




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responsible for any losses resulting from the deposit or maintenance of
securities or other property (in accordance with market practice, custom, or
regulation) with any foreign or domestic clearing facility, book-entry
system, centralized custodial depository, or similar organization generally
used by professional custodians engaged in the banking or trust company
industry within the applicable market for the asset type in question and
(ii) settle transactions in futures and/or options contracts, foreign
exchange or foreign exchange contracts, swaps and other derivative
investments with third parties;(d)
    
    Paragraph (a) of Section 9 shall be restated as follows:To hold, manage, invest, and reinvest the assets of the Funds; provided
however that notwithstanding the provisions of Section 9(c), Decommissioning
Trustee shall, at the close of business on each day, without prior approval
or direction from the Investment Manager(s), have the power, rights, and
responsibility to invest cash balances, including those held as part of an
account of the Investment Manager(s), in accordance with Exhibit B. Nothing
in this Section shall be construed as authorizing Decommissioning Trustee to
carry on any business or to divide the gains therefrom.(e)
    
    The first sentence of clause (ii) of Paragraph (c) of Section 9
shall be deleted.(f)
    
    The third sentence of clause (ii) of Paragraph (c) of Section 9
shall be restated as follows:Upon proper notification from the Investment Manager(s), Decommissioning
Trustee shall execute and deliver instruments in accordance with the
appropriate trading authorizations; provided that the Decommissioning
Trustee shall not follow any direction that would result in assets of the
Second Fund being invested in investments not allowed for a qualified
nuclear decommissioning reserve fund under Section 468A of the Code and the
regulations thereunder.(g)
    
    Clause (ii) of Paragraph (d) of Section 9 shall be restated as
follows:Decommissioning Trustee is required to supervise and review the securities
and other assets and investments authorized for purchase by the Investment
Managers(s) within two weeks of the end of the calendar month during which
such purchase was made to determine that such securities, assets and/or
investments are in accordance with Exhibit B. Upon the completion of such
review, the Decommissioning Trustee shall promptly notify APS, the Secured
Parties and the Equity Participants in writing if any securities, assets or
investments are not in accordance with Exhibit B.
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(h)
    
    The following shall be added to Section 13:Notwithstanding the foregoing, if the Decommissioning Trustee advances cash
or securities for any purpose or in the event that the Decommissioning
Trustee shall incur or be assessed taxes, interest, charges, expenses,
assessments, or other liabilities in connection with the performance of this
Agreement, except such as may arise from its failure to exercise due care,
any property at any time held for the Fund or under this Agreement shall be
security therefor and the Decommissioning Trustee shall be entitled to
collect from the Fund sufficient cash for reimbursement, and if such cash is
insufficient, dispose of the assets held under this Agreement to the extent
necessary to obtain reimbursement.Notwithstanding the foregoing, nothing in this Agreement shall prohibit the
lending of the assets of the Fund in accordance with the terms and
conditions of a separate securities lending agreement.(i)
    
    The last sentence of Section 16 shall be restated as follows:APS agrees to pay, be solely responsible for and to indemnify the Owner
Trustees and the Equity Participants against all costs and expenses relating
or allocable to, or incurred in connection with, Decommissioning regardless
of Fund performance or asset valuations of the Fund at the time of
Decommissioning.(j)
    
    The second sentence of the fourth paragraph of Section 24 shall
be restated as follows:Within two weeks of the end of each calendar quarter, the Decommissioning
Trustee shall send a written statement to APS and the Secured Parties and
Equity Participants indicating whether during that previous quarter such
securities, assets and/or investments held in the Funds during that quarter
were in accordance with Exhibit B; provided however, the Decommissioning
Trustee shall promptly advise APS and the Secured Parties and Equity
Participants if it has actual knowledge that any of the investments were not
in accordance with Exhibit B .(k)
    
    The following shall be added to the first paragraph of Section
26.The Decommissioning Trustee shall not be responsible or liable for any
losses or damages suffered by the Fund arising as a result of the insolvency
of any custodian, (other than the Decommissioning Trustee or any affiliate
of the Decommissioning Trustee) subtrustee or subcustodian, except to the
extent the Decommissioning Trustee failed to exercise due care in its
selection, monitoring or continued retention of such entity. Settlements of
transactions may be effected in trading and processing practices customary
in the jurisdiction or market where the transaction
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occurs. APS acknowledges that this may, in certain circumstances, require
the delivery of cash or securities (or other property) without the
concurrent receipt of securities (or other property) or cash. In such
circumstances, provided the Trustee has exercised due care and used
reasonable efforts, the Decommissioning Trustee shall have no responsibility
for nonreceipt of payment (or late payment) or nondelivery of securities or
other property (or late delivery) by the counterparty.(l)
    
    The definition of the terms Investment Grade and Permitted
Investments in Exhibit A to the Decommissioning Trust Agreement is hereby
deleted.(m)
    
    Exhibit B to the Decommissioning Trust Agreement is hereby
deleted and replaced in its entirety by Exhibit B hereto.
  (a)
    
    Full Force and Effect.
  (b)
    
    Counterparts/Representations.
  4




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ARIZONA PUBLIC SERVICE COMPANYBy:
    /s/ Janice EmeryTitle:
    Director, Trust InvestmentsMELLON BANK, N.A. as Decommissioning TrusteeBy:
    /s/ Thomas McNallyTitle:
    Vice PresidentU.S. BANK NATIONAL ASSOCIATION, as Owner Trustee
under a Trust Agreement with Security Pacific
Capital Leasing Corporation and as Lessor under a
Facility Lease with Arizona Public Service
CompanyBy:
    /s/ Todd R. DiNezzaTitle:
    Assistant Vice PresidentU.S. BANK NATIONAL ASSOCIATION, as Owner Trustee
under a Trust Agreement with Emerson Finance Co.
and as Lessor under a Facility Lease with Arizona
Public Service CompanyBy:
    /s/ Todd R. DiNezzaTitle:
    Assistant Vice President 5




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STATE OF ARIZONA
    
    
    ))
    
    
    ss:County of Maricopa
    
    
    )
  /s/ Linda G. RedmanNotary Public My commission expires:February 8, 2011COMMONWEALTH OF PENNSYLVANIA
    
    
    ))
    
    
    ss:County of Allegheny
    
    
    )
  /s/ Karesse M. DossNotary Public  8-16-2011
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[COMMONWEALTH OF MASSACHUSETTS]
    
    
    ))
    
    
    ss:County of
    
    
    )
  /s/ Josh [surname illegible]Notary Public  2/7/08
 [COMMONWEALTH OF MASSACHUSETTS]
    
    
    ))
    
    
    ss:County of
    
    
    )
  /s/ Josh [surname illegible]Notary Public  2/7/08
 7




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Exhibit B
 INVESTMENT GUIDELINES FOR THE
UNIT 2 DECOMMISSIONING TRUST FUND AND THE SECOND FUND
    a.
    
    Fifty percent (50%) of the market value of the aggregate
assets of the Funds during the period from June 27, 1996 through December 31,
2003.b.
    
    Forty percent (40%) of the market value of the aggregate
assets of the Funds during the period from January 1, 2004 through December
31, 2006.c.
    
    Twenty percent (20%) of the market value of the aggregate
assets of the Funds during the period from January 1, 2007 through January 31,
2010.d.
    
    No investments shall be made in equity securities after
January 31, 2010.
    1




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2