UniSource Energy

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Paul J. Bonavia

Chairman and Chief Executive Officer

Paul J. Bonavia is Chairman and Chief Executive Officer of UniSource Energy and its principal subsidiaries, Tucson Electric Power and UniSource Energy Services.

Mr. Bonavia assumed that role Jan. 1, 2009, after his appointment by UniSource Energy's Board of Directors. Since then, he has worked to expand the company's leadership role in renewable energy and energy efficiency while maintaining safe, affordable, and reliable service to nearly 640,000 utility customers across Arizona.

Mr. Bonavia was recently named by Governor Jan Brewer to the Board of Directors of the Arizona Commerce Authority and currently serves as Chair of the Board of Directors of Tucson Regional Economic Opportunities, Vice Chairman of the Board of Directors of the United Way of Tucson and Southern Arizona and as a member of the Tucson Airport Authority. He is a former Director of the American Wind Energy Association.

Before joining UniSource Energy, Mr. Bonavia was President of the Utilities Group of Xcel Energy. He earned degrees from Drake University and the University of Miami School of Law and completed Harvard Business School's Advanced Management Program.

Holdings: 21,745 shares     View Transactions

Date	Type	Shares Traded	Price Range
Jan 20, 2012	Acquisition (Non Open Market)	8,535	n/a
Jan 20, 2012	Disposition (Non Open Market)	2,790	37.08
Nov 4, 2011	Buy	1,000	36.99
Aug 9, 2011	Buy	1,500	34.54 - 34.55
May 7, 2010	Buy	2,500	31.81
Mar 2, 2010	Buy	1,000	30.14
Mar 1, 2010	Buy	2,500	29.57 - 29.61
Nov 10, 2009	Buy	2,500	29.71 - 29.75
May 18, 2009	Buy	2,500	25.16
Mar 13, 2009	Buy	2,500	26.87
Jan 1, 2009	Statement of Ownership	0	n/a

Lawrence J. Aldrich

President and CEO of University Physicians Healthcare; Director 2000

President and Chief Executive Officer of University Physicians Healthcare ("UPH"), a healthcare organization, since June 2008; Senior Vice President/Corporate Operations and General Counsel for UPH from May 2007-June 2008; President of Aldrich Capital Company, an acquisition, management and consulting firm, since January 2007; Chief Operating Officer of The Critical Path Institute, a non-profit medical research company focusing in drug development, from January 2005-December 2007; General Partner of Valley Ventures III, LP, a venture capital company, from September 2002-December 2005; Managing Director and Founder of Tucson Ventures, LLC, a venture capital company, from 2000 to September 2002. Director of TEP and Millennium from 2000-2009; and Director of UES from 2004-2009. Board member since 2000. Age 57.

Member of the Compensation Committee
Member of the Corporate Governance and Nominating Committee
Member of the Environmental Safety & Security Committee

Holdings: 3,912 shares     View Transactions

Date	Type	Shares Traded	Price Range
Jun 6, 2008	Sell	8,358	33.15
Jun 6, 2008	Option Execute	8,358	15.50 - 18.84
Dec 27, 2005	Acquisition (Non Open Market)	10	31.30
Mar 8, 2005	Acquisition (Non Open Market)	7	33.50
Mar 8, 2005	Acquisition (Non Open Market)	7	30.62
Dec 27, 2004	Acquisition (Non Open Market)	8	24.16
Oct 4, 2004	Acquisition (Non Open Market)	8	24.45
Jun 10, 2004	Acquisition (Non Open Market)	7	24.74
Mar 10, 2004	Acquisition (Non Open Market)	8	24.23
Jan 2, 2004	Acquisition (Non Open Market)	405	24.68
Dec 22, 2003	Acquisition (Non Open Market)	7	24.55

Barbara M. Baumann

President and Owner of Cross Creek Energy Corporation; Director: 2005

President and Owner of Cross Creek Energy Corporation, a management consultant and investor company for oil and gas, since 2003; Director of St. Mary Land & Exploration, an oil and gas production company, since 2002; Director of TEP from 2005-2009; and Director of UES from 2006-2009. Board member since 2005. Age 54.

Member of the Audit Committee
Chair of the Compensation Committee
Member of the Finance Committee

Holdings: 2,000 shares     View Transactions

Date	Type	Shares Traded	Price Range
Nov 4, 2010	Buy	2,000	35.71 - 35.72
Sep 12, 2005	Acquisition (Non Open Market)	1,189	33.64

Larry W. Bickle

Retired Private Equity Investor; Director: 1998

Private equity investor since 2007; Non-executive Chairman of Quantum Natural Gas Storage, LLC, a natural gas storage company, since 2008; Managing Director of Haddington Ventures, LLC, a private equity fund, from 1997-2007; Director of St. Mary Land & Exploration, an oil and gas production company, since 1994; Director of Millennium from 1998- 2008; Director of TEP from 2006-2009; and Director of UES from 2004-2009. Board member since 1998. Age 64.

Member of the Corporate Governance and Nominating Committee
Member of the Finance Committee
Member of the Environmental Safety & Security Committee

Holdings: 1,089 shares     View Transactions

Date	Type	Shares Traded	Price Range
Jan 2, 2004	Option Execute	405	24.68

Harold W. Burlingame

Former Executive Vice President of AT&T; Director: 1998

Executive Vice President of AT&T, a telecommunications company, from 1986-2001; Chairman of ORC Worldwide since December 2004; Director of TEP from 1998-2009; and Director of UES from 2006-2009. Board member since 1998. Age 69.

Member of the Compensation Committee
Member of the Corporate Governance and Nominating Committee
Member of the Environmental Safety & Security Committee

Holdings: 9,875 shares     View Transactions

Date	Type	Shares Traded	Price Range
Aug 12, 2011	Option Execute	2,000	18.74
Nov 2, 2010	Option Execute	2,000	18.84
Nov 4, 2009	Sell	750	29.53
Nov 4, 2009	Option Execute	2,000	11.00
Nov 13, 2008	Sell	1,480	24.86
Nov 13, 2008	Option Execute	2,000	13.31
Mar 5, 2008	Option Execute	1,200	16.78
Oct 3, 2005	Acquisition (Non Open Market)	9	33.50
Mar 8, 2005	Acquisition (Non Open Market)	10	30.62
Dec 27, 2004	Acquisition (Non Open Market)	8	24.16
Oct 4, 2004	Acquisition (Non Open Market)	8	24.45
Jun 10, 2004	Acquisition (Non Open Market)	7	24.74
Mar 10, 2004	Acquisition (Non Open Market)	8	24.23
Jan 2, 2004	Option Execute	405	24.68
Dec 22, 2003	Acquisition (Non Open Market)	7	24.55

Robert A. Elliott

President and Owner, The Elliott Accounting Group; Director: 2003

President and owner of The Elliott Accounting Group since 1983; Director and Corporate Secretary of Southern Arizona Community Bank from 1998-2010; Television Analyst/Pre-game Show Co-host for Fox Sports Arizona from 1998-2009; Chairman of the Board of Tucson Metropolitan Chamber of Commerce from 2002 to 2003; Chairman of the Board of Tucson Urban League from 2003 to 2004; Chairman of the Board of the Tucson Airport Authority from January 2006 to January 2007; Director of AAA since 2007; President and Chairman of the Board of the NBA Retired Players Association since 2011; and Director of the University of Arizona Foundation. Age 54.

Member of the Audit Committee
Member of the Compensation Committee
Member of the Corporate Governance and Nominating Committee
Member of the Finance Committee
Member of the Environmental Safety & Security Committee

Holdings: 2,872 shares     View Transactions

Date	Type	Shares Traded	Price Range
Mar 1, 2010	Buy	1,059	29.54
May 12, 2005	Buy	1,000	30.10
Jan 2, 2004	Option Execute	405	24.68

Daniel W. L. Fessler

Professor Emeritus of the University of California; Director 1998-2003, 2005.

President of the California Public Utility Commission from 1991-1996; Professor Emeritus of the University of California since 1994; Of Counsel for the law firm of Holland & Knight from August 2003-January 2007; Partner in the law firm of LeBoeuf, Lamb, Greene & MacRae from 1997 to 2003; previously served on the UniSource Energy and TEP boards of directors from 1998-2003; Managing Principal of Clear Energy Solutions, LLC, a company that advocates coal-to synthetic fuels, since December 2004; Director of TEP from 2005-2009; and Director of UES from 2006-2009. Board member since 2005. Age 68.

Member of the Audit Committee
Chair of the Corporate Governance and Nominating Committee
Member of the Environmental Safety & Security Committee

Holdings: 2,511 shares     View Transactions

Date	Type	Shares Traded	Price Range
May 12, 2011	Sell	2,358	38.39
May 12, 2011	Option Execute	2,358	17.44
Oct 2, 2008	Option Execute	64	n/a
Jul 9, 2008	Option Execute	63	n/a
Apr 4, 2008	Option Execute	62	n/a
Oct 2, 2006	Acquisition (Non Open Market)	60	n/a
Jul 3, 2006	Acquisition (Non Open Market)	54	n/a
Dec 27, 2005	Acquisition (Non Open Market)	8	31.30
Dec 1, 2005	Statement of Ownership	0	n/a
Dec 22, 2003	Disposition (Non Open Market)	57	24.69
Dec 22, 2003	Acquisition (Non Open Market)	7	24.55

Louise L. Francesconi

President of Raytheon Missile Systems, 1997-2008; Director 2008

President of Raytheon Missile Systems, a defense electronics corporation, from 1997-2008; Director of Stryker Corporation, a medical technology company, since July 2006; Chairman of the Board of Trustees for TMC Healthcare; Director of Global Solar Energy, Inc., since 2008; Director of TEP from 2008-2009; and Director of UES from 2008-2009. Board member since 2008. Age 57.

Chair of the Audit Committee
Member of the Compensation Committee
Member of the Finance Committee

Warren Y. Jobe

Retired Sr. Vice President, Southern Company; Director: 2001

Senior Vice President of Southern Company, an electric utility holding company, from 1998-2001; Executive Vice President and Chief Financial Officer of Georgia Power Company from 1986-1998; member of the Board of Directors of Georgia Power Company from 1982-1998 Director of WellPoint Health Networks, Inc., from 2001-December 2004; Director of HomeBancCorp. from August 2004-February 2009; Director of WellPoint, Inc. since December 2004; Trustee of RidgeWorth Funds since 2004; Certified Public Accountant since 1965; Director of TEP from 2001-2009; and Director of UES from 2006-2009. Board member since 2001. Age 69.

Member of the Audit Committee
Member of the Compensation Committee
Member of the Finance Committee

Holdings: 7,671 shares     View Transactions

Date	Type	Shares Traded	Price Range
Nov 3, 2010	Option Execute	2,358	17.44
Aug 11, 2010	Option Execute	4,000	17.91 - 18.74
Mar 8, 2005	Acquisition (Non Open Market)	7	30.62
Dec 27, 2004	Acquisition (Non Open Market)	8	24.16
Oct 4, 2004	Acquisition (Non Open Market)	8	24.45
Jun 10, 2004	Acquisition (Non Open Market)	7	24.74
Mar 10, 2004	Acquisition (Non Open Market)	8	24.23
Jan 2, 2004	Option Execute	405	24.68
Dec 22, 2003	Acquisition (Non Open Market)	7	24.55

Ramiro G. Peru

Former Executive Vice President and Chief Financial Officer of Phelps Dodge Corporation; Director: 2008

Executive Vice President and Chief Financial Officer of Swift Transportation, a trucking company, from June 2007- December 2007; Executive Vice President and Chief Financial Officer of Phelps Dodge Corporation, a mining corporation, from 2004-2007; Senior Vice President and Chief Financial Officer of Phelps Dodge Corporation from 1999-2004; Director of WellPoint Health Networks, Inc., since May 2003; Director of Southern Peru Copper Corporation from 2002-2004; Director of TEP from 2008-2009; and Director of UES from 2008-2009. Board member since 2008. Age 54.

Member of the Audit Committee
Member of the Compensation Committee
Chair of the Finance Committee

Gregory A. Pivirotto

Former President and Chief Executive Officer of University Medical Center; Director: 2008

President, Chief Executive Officer and Director of University Medical Center Corporation, a hospital, from 1994-January 2010; Certified Public Accountant since 1978; Director of Arizona Hospital & Healthcare Association from 1997-2005; Director of Tucson Airport Authority since 2008; Director of TEP from 2008-2009; and Director of UES from 2008-2009. Board member since 2008. Age 57.

Member of the Audit Committee
Member of the Corporate Governance and Nominating Committee
Member of the Finance Committee

Joaquin Ruiz

Dean, College of Science and Executive Dean of the Colleges of Letters, Arts and Sciences; Director: 2005

Professor of Geosciences, University of Arizona, since 1983; Dean, College of Science, University of Arizona, since 2000; Vice President of the Geological Society of America since 2009; Associate Editor, "American Journal of Science" since 2005; Associate Editor, American Presidents Advisory Board of Research Corporation since 2005; Member of the Human Resources Committee, American Geological Institute from 2000-2005 and 2009-2012; Member of the Governing Board, Instituto Nacional de Astronomia, Optica y Electronica, Mexico since 2003; Board Member of the Center to Improve Diversity in Earth Systems Sciences, Inc., since 2003; Member of Board of Natural Resources of the National Research Council from 2002-2005; Member of Board of Earth Sciences, National Research Council of the National Academy of Sciences since 2005; TEP Board Member from 2005-2009; and UES Board member from 2005-2009. Board member since 2005. Age 58.

Member of the Compensation Committee
Member of the Corporate Governance and Nominating Committee
Chair of the Environmental Safety & Security Committee

Holdings: 300 shares     View Transactions

Date	Type	Shares Traded	Price Range
Jun 2, 2008	Buy	300	33.71
Sep 12, 2005	Acquisition (Non Open Market)	1,891	33.64