Director Equity Plan [2000] (2000)Full Document 

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                            2000 DIRECTOR EQUITY PLAN

                                   ARTICLE 1


     1.1  ESTABLISHMENT OF THE PLAN.  Pinnacle West Capital  Corporation  hereby
establishes the Pinnacle West Capital Corporation 2000 Director Equity Plan (the
"Plan") for the benefit of its  Nonemployee  Directors.  The Plan sets forth the
terms of  grants  of  unrestricted  Stock  and  Nonqualified  Stock  Options  to
Nonemployee  Directors.  All such grants are subject to the terms and provisions
set forth in this Plan.

     1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to encourage  ownership
in the  Company by  Nonemployee  Directors,  to  strengthen  the  ability of the
Company to attract and retain the  services  of  experienced  and  knowledgeable
individuals as Nonemployee  Directors of the Company, and to provide Nonemployee
Directors with a further incentive to work for the best interests of the Company
and its shareholders.  The Plan is intended to replace the Pinnacle West Capital
Corporation  Director Equity  Participation  Plan and the Arizona Public Service
Company Director Equity Plan, which have been terminated effective July 1, 2000.

     1.3  EFFECTIVE  DATE.  The  Plan  is  effective  as of July  1,  2000  (the
"Effective  Date").  Pursuant  to New York  Stock  Exchange  Rule  312.03(a)(4),
shareholder approval of the Plan is not required.

     1.4 DURATION OF THE PLAN.  The Plan will remain in effect until the earlier
of (a) June 30, 2010 or (b) such time as the Plan is  terminated by the Board of
Directors pursuant to Article 8 or Section 9.4.

                                   ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

     2.1  DEFINITIONS.  For purposes of the Plan, the following  terms will have
the meanings set forth below:

          (a) "Award" means a grant of Stock or Nonqualified Stock Options under
the Plan.

          (b) "Award Agreement" means any written instrument, contract, or other
instrument or document evidencing an Award.

          (c) "Board" or "Board of  Directors"  means the Board of  Directors of
the Company,  and includes any committee of the Board of Directors designated by
the Board to administer this Plan.

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