Code of Ethics for Financial Executives

Pinnacle West Capital Corporation (together with each of its subsidiaries, the “Company” or “Pinnacle West”) has adopted the following Code of Ethics, which applies to Company Financial Executives, to promote honest and ethical conduct and compliance with applicable laws, rules, and regulations, particularly as related to the maintenance of financial records, the preparation of financial statements, and proper public disclosure.

“Financial Executive” means Pinnacle West's Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, Treasurer, and persons performing similar functions at Pinnacle West subsidiaries.

The obligations of this Code of Ethics supplement, but do not replace the Pinnacle West Ethics Policy and Standards of Business Practices, “Doing the Right Thing,” which sets forth the fundamental principles and key policies and procedures that govern the conduct of the Company’s directors, officers and employees.

As a Financial Executive, you are expected to:

1.     Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.     Act in good faith, responsibly, with due care, competence, prudence and diligence, without misrepresenting material facts or allowing one’s independent judgment or decisions to be subordinated to one's personal interests;

3.     Produce full, fair, accurate, timely, and understandable disclosure in reports and documents the Company or its subsidiaries file with, or submit to, the Securities and Exchange Commission and other regulators and in other public communications made by the Company;

4.     Take all reasonable measures to protect the confidentiality of non-public information about the Company and its customers and vendors obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information;

5.     Comply with applicable governmental laws, rules, and regulations; and

6.     Promptly report (see below) any information you may have concerning (a) significant or material deficiencies or weaknesses in the design or operation of the internal controls of the Company, (b) any fraud, whether or not material, involving any member of management or other employee who has a significant role in the financial reporting, disclosures or internal controls of the Company, or (c) any other matters that could have a material adverse effect on Pinnacle West Capital Corporation’s or any of its subsidiaries’ ability to record, process, summarize and report financial data.

Financial Executives shall facilitate the work of the independent auditors of the Company and shall not, directly or indirectly, take any action to fraudulently influence, coerce, manipulate or mislead the independent auditors.

Each Financial Executive is accountable for his or her adherence to this Code of Ethics and the policies of the Company. Any violation of this Code of Ethics may result in disciplinary action up to and including termination.

As a Financial Executive, you are obligated to report any possible violation of this Code of Ethics to any one of the following:

*       your immediate leader; or

*       the General Counsel of Pinnacle West Capital Corporation (602-250-3252) ; or

*       the Ethics Department (602-250-2979 or Ethics@APS.com); or

*       the Company's HelpLine (1-800-446-8441) or HelpLine Web (www.EthicsPoint.com).

Instead of (or in addition to) reporting to any of the previous contacts, you may also directly contact the Chairman of the Audit Committee at the following address:

Audit Committee
Attn: Chairman
Pinnacle West Capital Corporation
Mail Station: 9036
P.O. Box 53999
Phoenix, AZ 85072-3999

The Company has a policy of protecting the confidentiality of those making reports of possible misconduct to the maximum extent possible, consistent with the requirements necessary to conduct an effective investigation, and the law. You have the commitment of the Company and of the Audit Committee, which is comprised of independent directors, that you will be protected from retaliation for your good faith actions. Any employee who harasses, intimidates, or takes any adverse action against another employee for reporting a matter will be disciplined up to and including termination .

Effective February 18, 2004
Revised June 9, 2009