0000764622-19-000046 Sample Contracts

PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • May 1st, 2019 • Arizona Public Service Co • Electric & other services combined

THIS AWARD AGREEMENT is made and entered into as of _________________ (the “Date of Grant”), by and between Pinnacle West Capital Corporation (the “Company”), and _________________ (“Employee”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 1st, 2019 • Arizona Public Service Co • Electric & other services combined

THIS AWARD AGREEMENT is made and entered into as of ____________________ (the "Date of Grant"), by and between Pinnacle West Capital Corporation (the "Company"), and ____________________ ("Employee").

U.S. $200,000,000 TERM LOAN AGREEMENT
Assignment and Assumption • May 1st, 2019 • Arizona Public Service Co • Electric & other services combined • New York

ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, the other Lenders (as hereinafter defined), SUNTRUST BANK, as Agent for the Lenders, and SUNTRUST BANK, TD BANK, N.A., U.S. BANK NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, agree as follows:

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