THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

UniSource Energy Corporation (UNS)

4/3/2006 Proxy Information

Haddington Energy

Partners II LP Millennium was authorized by its Board of Directors in 2000 to invest $15 million, in aggregate, over a three- to five-year period in Haddington Energy Partners II LP. Mr. Bickle, a member of our Board, is an executive in residence of Haddington Ventures LLC, the general partner of Haddington Energy Partners II LP, and maintains a financial interest in Haddington Ventures, LLC. As of December 31, 2005, Millennium had funded approximately $13 million under this commitment, $2 million of which was funded in 2005.

Valley Ventures III, LP

In 2000, Millennium made a commitment of $5 million in capital plus a share of expenses to Tucson Ventures, LLC, a venture capital fund. In 2002, Tucson Ventures, LLC merged with Valley Ventures III, LP, also a venture capital fund. In connection with the merger of the funds, MillenniumÕs commitment was revised to a total of $6 million, including expenses. Mr. Aldrich, a member of our Board, was a general partner of the company that manages Valley Ventures III, LP until January 1, 2006, at which time Mr. Aldrich terminated his role and interest as general partner, but maintained a non-voting financial interest in Valley Ventures III, LP.

Millennium

Energy Investments Mr. Stephen Alexander, an immediate family member of Ms. Bilby, a member of our Board, was employed by Millennium through December 31, 2005, at which time he resigned from his position with Millennium. As Director of Energy Investments, Mr. Alexander assisted in overseeing MillenniumÕs investment portfolio. For his services in 2005, Mr. Alexander received compensation of approximately $260,103 from Millennium.

4/6/2005 Proxy Information

Millennium was authorized by its Board of Directors in 2000 to invest $15 million, in aggregate, over a three-to-five-year period in Haddington Energy Partners II LP. Mr. Bickle, a member of our Board, is the managing director of Haddington Ventures LLC, the general partner of Haddington Energy Partners II LP. As of December 31, 2004, Millennium had funded approximately $10.9 million under this commitment, $2.4 million of which was funded in 2004.

In 2000, Millennium made a commitment of $5 million in capital plus a share of expenses to Tucson Ventures, LLC, a venture capital fund. In 2002, Tucson Ventures, LLC merged with Valley Ventures III, LP, also a venture capital fund. In connection with the merger of the funds, Millennium's commitment was revised to a total of $6 million, including expenses. Mr. Aldrich, a member of our Board, is a general partner of the company that manages Valley Ventures III, LP. As of December 31, 2004, Millennium had funded approximately $3.3 million under this commitment.

Mr. Stephen Alexander, an immediate family member of Ms. Bilby, a member of our Board, is employed by Millennium. As Director of Energy Investments, Mr. Alexander assists in overseeing Millennium's investment portfolio. For his services in 2004, Mr. Alexander received compensation of approximately $150,000 from Millennium.

4/7/2004 Proxy Information

Mr. Stephen Alexander, an immediate family member of Elizabeth T. Bilby, a member of our Compensation Committee, is employed by Millennium. As Director of Energy Investments, Mr. Alexander assists in overseeing Millennium's investment portfolio. For his services in 2003, Mr. Alexander received compensation of approximately $150,000 from Millennium.

Millennium was authorized by its Board of Directors in 2000 to invest $15 million, in aggregate, over a three- to five-year period in Haddington Energy Partners II LP. Larry W. Bickle, a member of ourBoard, is the managing director of Haddington Ventures LLC, the general partner of Haddington Energy Partners II LP. As of December 31, 2003, Millennium had funded approximately $8.5 million under this commitment, $2.4 million of which was funded in 2003.

Millennium made a commitment of $5 million capital plus a share of expenses to Tucson Ventures, LLC, a venture capital fund, in 2000. Tucson Ventures, LLC merged with Valley Ventures III, LP, also a venture capital fund, in 2002. In connection with the merger of the funds, Millennium's commitment was revised to a total of $6 million, including expenses. Lawrence J. Aldrich, a member of our Board, is a general partner of the company that manages Valley Ventures III, LP. As of December 31, 2003, Millennium had funded approximately $1.2 million under this commitment.

4/9/2003 Proxy Information

Mr. Stephen Alexander, an immediate family member of Mrs. Elizabeth T. Bilby, a member of our Compensation Committee, is employed by Millennium. As Director of Energy Investments, Mr. Alexander assists in overseeing Millennium's investment portfolio. For his services in 2002, Mr. Alexander received compensation of approximately $130,000 from Millennium.

Millennium was authorized by its Board of Directors in 2000 to invest $15 million, in aggregate, over a three-to five-year period in Haddington Energy Partners II LP. Mr. Bickle, a member of our Board, is the managing director of Haddington Ventures LLC, the general partner of Haddington Energy Partners II LP. As of December 31, 2002, Millennium had funded approximately $7 million under this commitment, $1 million of which was funded in 2002.

Millennium made a commitment of $5 million capital plus a share of expenses to Tucson Ventures, LLC, a venture capital fund, in 2000. Tucson Ventures, LLC merged with Valley Ventures III, LP, also a venture capital fund, in 2002. In connection with the merger of the funds, Millennium's commitment was revised to a total of $6 million, including expenses. Mr. Aldrich, a member of our Board, is a general partner of the company that manages Valley Ventures III, LP. As of December 31, 2002, Millennium had funded approximately $1 million under this commitment.