Corporate Governance

A MESSAGE FROM THE CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER

The Board of Directors, officers and employees of UniSource Energy Corporation and its subsidiaries all share two common responsibilities:

1. To conduct their business activities in a way that complies with the law, and

2. To ensure that their activities meet the highest ethical standards for business conduct.

It is the policy of UniSource Energy Corporation and its subsidiaries, to conduct business activities and transactions with honesty and integrity, and in accordance with moral, ethical and legal standards of the countries in which the Company conducts business. The revised “Code of Ethics and Principles of Business Conduct” (the “Code”) will be distributed to all employees as an update to the 1999 Code of Ethics and Principles of Business Conduct.

The Code serves to remind us all of the high personal standards we must meet in our day-to-day business activities. It also serves to guide us when formulating and pursuing corporate goals and objectives. The Code is not intended to cover all situations we might encounter on the job, but its guidelines should help reinforce our own good judgment and personal integrity in all our business activities. As a result, employees may need assistance from time to time in determining how the Code applies to situations that confront them.

It is important that you take time to thoroughly read the Code. Every employee has pride in his/her personal success as well as the success of UniSource Energy Corporation and its subsidiaries. Each of us must continue a personal commitment to our tradition of appropriate legal and ethical conduct.

Very truly yours,
James S. Pignatelli
Chairman, President and CEO