Common use of IN COUNTERPART Clause in Contracts

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez ------------------------------------- Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse First Boston Corporation BNY Xxxxxxx Xxxxxts, Inc. J.P. Morgan Securities Inc. TD Securities (USA) Inc. UBS Warburg LLC Xx: Xxxx of America Securities LLC Salomon Smith Barney Inc. (As Representatives of the Xxxxxxx Xxxxxwriters) By: Lily Chang By: Yukari Saegusa --------------------------------- ------------------------------------ TERMS AGREEMENT February 26, 2002 Arizona Public Service Company 400 North Fifth Street Phoenix, Arizona 85004 Attention: Treasurer Xxxxxx xxx Xxxxxxxxx: Xxxxxxx Xxxxxx Xervice Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $375,000,000 in aggregate principal amount of its 6.50% Notes due 2012 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 98.648% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated February 26, 2002, relating to the issuance and sale of up to $375,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On March 1, 2002 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The Depository Trust Company at the office of the Company, 400 North Fifth Street, Phoenix, Arizona 85004, against payment ox xxx xxxxxxxx xxxxx xx xxxxxxxx xx xxxxx xx Xxd Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, Phoenix, Arizona, at 8:00 a.m. Phoenix tixx, xx Xxxxx 0, 0000, xx xx xxxx other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Banc of America Securities LLC and Salomon Smith Barney Inc. at your earliest convenience. At that poinx, xxx xxxxxxxnx xxxxified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $375,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute a single instrument. Very truly yours, Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse Xxxxx Xxxxxx Corporation BNY Capital Markets, Inc. J.P. Morgan Securities Inc. TD Securitiex (XXX) Xxx. UBS Warburg LLC By: Banc of America Securities LLC (As Representative of the Several Underwriters) By: Lily Chang ----------------------------------------------- By: Salomon Smith Barney Inc. (As Represxxxxxxxx xx xhx Xxxxral Underwriters) By: Yukari Saegusa ----------------------------------------------- Confirmed and accepted as of the date first above written.

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez ------------------------------------- Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing Michael V. Palmeri ----------------------------- Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse First Boston Corporation BNY Xxxxxxx Xxxxxts, Inc. J.P. Morgan Securities Inc. TD Securities (USA) Inc. UBS Warburg LLC Xx: CREDIT SUISSE FIRST BOSTON CORPORATION By Anne Schaumburg ------------------------ Managing Director PAINEWEBBER INCORPORATED By Peter Masco ------------------------ Managing Director SALOMON SMITH BARNEY INC. Xx Xxxxxx Xxxx of America Securities LLC Salomon Smith Barney Inc. (As Representatives of the Xxxxxxx Xxxxxwriters) By: Lily Chang By: Yukari Saegusa --------------------------------- ------------------------------------ ------------------------ Vice President TERMS AGREEMENT February 2618, 2002 1999 Arizona Public Service Company 400 North Fifth Street PhoenixPhoxxxx, Arizona 85004 Attention: Treasurer Xxxxxx xxx Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxx Xervice Xxxxxxxxx Xear Sir: Arizona Public Service Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $375,000,000 125,000,000 in aggregate principal amount of its 6.505-7/8% Notes due 2012 Due 2004 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 98.64899.351% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated February 2618, 20021999, relating to the issuance and sale of up to $375,000,000 400,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On March 1February 23, 2002 1999 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The the Depository Trust Company at the office of the Company, 400 North Fifth Street, PhoenixPhxxxxx, Arizona 85004Xxxxxxx 00000, against payment ox xxxxxxx xxxxxxx xx xxx xxxxxxxx xxxxx xx xxxxxxxx xx xxxxx xx Xxd purchase price by transfer of funds by Fed Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, PhoenixPxxxxxx, Arizona, at 8:00 a.m. Phoenix tixxXxxxxxx, xx Xxxxx 00:00 x.x. Xhoenix time, 0000on February 23, xx xx xxxx 1999, or at such other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The the Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Banc of America Securities LLC and Salomon Smith Barney Inc. Credit Suisse First Boston Corporation at your earliest convenience. At that poinxpoint, xxx xxxxxxxnx xxxxified the agreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $375,000,000 125,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute a single instrument. Very truly yours, Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse Xxxxx Xxxxxx Corporation BNY Capital Markets, Inc. J.P. Morgan Securities Inc. TD Securitiex (XXX) XxxCREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED SALOMON SMITH BARNEY INC. UBS Warburg LLC By: Banc of America Securities LLC CREDIT SUISSE FIRST BOSTON CORPORATION (As Representative of the Several Underwriters) By: Lily Chang ----------------------------------------------- By: Salomon Smith Barney Inc. (As Represxxxxxxxx xx xhx Xxxxral Underwriters) By: Yukari Saegusa ----------------------------------------------- By Anne Schaumburg --------------------------- Managing Director Confirmed and accepted as of the date first above written.. ARIZONA PUBLIC SERVICE COMPANY

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By PINNACLE WEST CAPITAL CORPORATION By: Barbara M. Gomez ------------------------------------- ------------------------------------ Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Salomon Smith Barney Inc. Banc of America Securities LLC Salomon Smith Barney Inc. Credit BNY Capital Mxxxxxx, Xxx. Cxxxxx Suisse First Boston Corporation BNY Xxxxxxx Xxxxxts, Inc. J.P. Morgan Securities Inc. TD Securities (USA) Inc. UBS Warburg LLC Xx: Xxxx of America Securities LLC Salomon Smith Barney Inc. (As Representatives of the Xxxxxxx Xxxxxwriters) By: Lily Chang By: Yukari Saegusa --------------------------------- ------------------------------------ ---------------------------------- (Salomon Smith Barney Inc.) TERMS AGREEMENT February 26March 21, 2002 Arizona Public Service Company 2001 Pinnacle West Capital Corporation 400 North Fifth Street Phoenix, Arizona 85004 Attention: Treasurer Xxxxxx xxx Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Dxxx Xxx: Xxxxxxxx Xxxx Xxxxxxx Xxxxxx Xervice Company Xxxxxxxtion (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $375,000,000 300,000,000 in aggregate principal amount of its 6.506.40% Senior Notes due 2012 2006 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 98.64899.209% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated February 26March 21, 20022001, relating to the issuance and sale of up to $375,000,000 500,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On March 127, 2002 2001 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The the Depository Trust Company at the office of the Company, 400 North Fifth Street, Phoenix, Arizona 85004, against payment ox of xxx xxxxxxxx xxxxx xx xxxxxxxx xx xxxxx xx Xxd Xxx Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, Phoenix, Arizona, at 8:00 a.m. Phoenix tixxtimx, xx Xxxxx 000, 0000, xx xx xxxx other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The the Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Banc of America Securities LLC and Salomon Smith Barney Inc. at your earliest convenience. At that poinxxxxxx, xxx xxxxxxxnx xxxxified xxreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $375,000,000 300,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute a single instrument. Very truly yours, Banc of America Securities SALOMON SMITH BARNEY INC. BANC XX XXXXXXX XEXXXXXXES LLC Salomon Smith Barney Inc. Credit Suisse Xxxxx Xxxxxx Corporation BNY Capital MarketsCAPITAL MARKETS, Inc. J.P. Morgan Securities Inc. TD Securitiex (XXX) XxxINC. UBS Warburg LLC By: Banc of America Securities LLC CREDIT SUISSE FIRST BOSTON CORPORATION (As Representative Representatives of the Several Underwriters) By: Lily Chang ----------------------------------------------- By: Yukari Saegusa ------------------------------------ (Salomon Smith Barney Inc. (As Represxxxxxxxx xx xhx Xxxxral UnderwritersInc.) By: Yukari Saegusa ----------------------------------------------- Confirmed and accepted as of the date first above written.firxx xxxxx xxxxtxx. XINNACLE WEST CAPITAL CORPORATION

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez ------------------------------------- Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing --------------------------------- Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse First Boston Corporation BNY Xxxxxxx Xxxxxts, Inc. J.P. Morgan Securities Inc. TD Securities (USA) Inc. UBS Warburg LLC Xx: Xxxx of America Securities LLC Salomon Smith Barney Inc. (As Representatives of the Xxxxxxx Xxxxxwriters) By: Lily Chang By: Yukari Saegusa --------------------------------- ------------------------------------ CHASE SECURITIES INC. By William Dexter Rogers ----------------------------------- Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION By Reginald O. Frazier ----------------------------------- Director SALOMON SMITH BARNEY INC. Xx Xxxxxx Xixxxx ----------------------------------- Managing Director TERMS AGREEMENT February 26November 2, 2002 1999 Arizona Public Service Company 400 North Fifth Street PhoenixPhoxxxx, Arizona 85004 Attention: Treasurer Xxxxxx xxx Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxx Xervice Xxxxxxxxx Xear Madam: Arizona Public Service Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $375,000,000 250,000,000 in aggregate principal amount of its 6.50% Floating Rate Notes due 2012 Due 2001 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 98.64899.80% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated February 26November 2, 20021999, relating to the issuance and sale of up to $375,000,000 275,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On March 1November 8, 2002 1999 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The Depository Trust Company at the office of the Company, 400 North Fifth Street, PhoenixXxxxxxx, Arizona 85004Xxxxxxx 00000, against payment ox xxxxxxx xxxxxxx xx xxx xxxxxxxx xxxxx xx xxxxxxxx xx xxxxx xx Xxd xurchase price by transfer of funds by Fed Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, PhoenixPxxxxxx, Arizona, at 8:00 a.m. Phoenix tixxXxxxxxx, xx Xxxxx 00:00 x.x. Xhoenix time, 0000on November 8, xx xx xxxx 1999, or at such other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Banc of America Chase Securities LLC and Salomon Smith Barney Inc. at your earliest convenience. At that poinxpoint, xxx xxxxxxxnx xxxxified the agreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $375,000,000 250,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute a single instrument. Very truly yours, Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse Xxxxx Xxxxxx Corporation BNY Capital Markets, Inc. J.P. Morgan Securities Inc. TD Securitiex (XXX) XxxCHASE SECURITIES INC. UBS Warburg LLC CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. By: Banc of America Securities LLC CHASE SECURITIES INC. (As Representative of the Several Underwriters) By: Lily Chang ----------------------------------------------- By: Salomon Smith Barney Inc. (As Represxxxxxxxx xx xhx Xxxxral Underwriters) By: Yukari Saegusa ----------------------------------------------- By William Dexter Rogers ------------------------------ Managing Director Confirmed and accepted as of the date first above written.. ARIZONA PUBLIC SERVICE COMPANY

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez ------------------------------------- Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing ---------------------------------- Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Banc of America Securities CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY, INC. XXXX XX XXXXIXX XXXURITIES LLC Salomon Smith Barney Inc. Credit Suisse First Boston Corporation BNY Xxxxxxx Xxxxxts, Inc. J.P. Morgan Securities Inc. TD Securities (USA) Inc. UBS Warburg LLC MORGAN SECURITIES INC. Xx: Xxxx of America Securities LLC Salomon Smith Barney Inc. XXXDIT SUISSE FIRST BOSTON CORPORATION (As Representatives Representative of the Xxxxxxx XxxxxwritersSeveral Underwriters) By: Lily Chang By: Yukari Saegusa --------------------------------- ------------------------------------ Joseph D. Fashano -------------------------------------- Director TERMS AGREEMENT February 26August 2, 2002 2000 Arizona Public Service Company 400 North Fifth Street PhoenixPhoxxxx, Arizona 85004 Attention: Treasurer Xxxxxx xxx Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxx Xervice Xxxxxxxxx Xear Sir: Arizona Public Service Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $375,000,000 300,000,000 in aggregate principal amount of its 6.507 5/8% Notes due 2012 Due 2005 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 98.64898.922% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated February 26August 2, 20022000, relating to the issuance and sale of up to $375,000,000 525,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On March 1August 7, 2002 2000 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The the Depository Trust Company at the office of the Company, 400 North Fifth Street, PhoenixPxxxxxx, Arizona 85004Xxxxxxx 00000, against payment ox xxxxxxx xxxxxxx xx xxx xxxxxxxx xxxxx xx xxxxxxxx xx xxxxx xx Xxd purchase price by transfer of funds by Fed Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, PhoenixPxxxxxx, Arizona, at 8:00 a.m. Phoenix tixxXxxxxxx, xx Xxxxx 00:00 x.x. Phoenix time, 0000on August 7, xx xx xxxx 2000, or at such other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The the Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Banc of America Securities LLC and Salomon Smith Barney Inc. Credit Suisse First Boston Corporation at your earliest convenience. At that poinxpoint, xxx xxxxxxxnx xxxxified the agreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $375,000,000 300,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute a single instrument. Very truly yours, Banc of America Securities CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. BANC OF AMERICA SECURITIES LLC Salomon Smith Barney Inc. Credit Suisse Xxxxx Xxxxxx Corporation BNY Capital Markets, Inc. J.P. Morgan Securities Inc. TD Securitiex (XXX) XxxMORGAN SECURITIES INC. UBS Warburg LLC By: Banc of America Securities LLC CREDIT SUISSE FIRST BOSTON CORPORATION (As Representative of the Several Underwriters) By: Lily Chang ----------------------------------------------- By: Salomon Smith Barney Inc. (As Represxxxxxxxx xx xhx Xxxxral Underwriters) By: Yukari Saegusa ----------------------------------------------- By Joesph D. Fashano ------------------------------------ Director Confirmed and accepted as of the date first above written.. ARIZONA PUBLIC SERVICE COMPANY