(FORM OF PROXY CARD FOR REGISTERED SHAREHOLDERS)
Shareholder Name
Address
Address
You are cordially invited to join us at the 1996 Annual
Meeting of Shareholders of Tucson Electric Power Company.
This year's meeting will be held at the Hilton East Hotel
in Tucson, Arizona on Friday, May 14, 1996. Registration
and admittance will start at 9 a.m. and the Meeting will
begin promptly at 10 a.m. At the meeting we will elect
directors and vote on the Recapitalization Proposal.
It is important that your shares be voted whether or not
you plan to be present at the meeting. You should
specify your choices by marking the appropriate boxes on
the proxy form below, and date, sign and return your proxy
form in the enclosed, postpaid return envelope as
promptly as possible. If you date, sign and return your
proxy form without specifying your choices, your shares
will be voted in accordance with the recommendations of
your directors.
As in the past years, we will discuss the business of TEP
during the meeting. I welcome your comments and
suggestions, and we will provide time during the meeting
for questions from shareholders.
I am looking forward to having you with us on the 14th of
May. In the meantime, if you have questions
regarding the Meeting, please phone our Investor
Relations and Services Department at 520-884-3661.
Sincerely,
(Form of Proxy Card -- FRONT)
TEAR HERE TEAR HERE
TUCSON ELECTRIC POWER COMPANY
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 & 2.
PROXY
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned. If no direction is made, this proxy will be voted
"FOR" Items 1 & 2.
1. ELECTION OF DIRECTORS:
NOMINEES FOR WITHHELD NOMINEES FOR WITHHELD
Elizabeth T. Alexander [] [] Martha R. Seger [] []
Charles E. Bayless [] [] Donald G. Shropshire [] []
Jose L. Canchola [] [] H. Wilson Sundt [] []
John A. Jeter [] [] J. Burgess Winter [] []
R. B. O'Rielly [] []
2. RECAPITALIZATION PROPOSAL
[] FOR [] AGAINST [] ABSTAIN
(continued, and to be signed, on other side)
(Shareholder Name)
(Shareholder Name)
(Shareholder Name)
(Form of Proxy Card -- BACK)
TUCSON ELECTRIC POWER COMPANY
This Proxy is solicited on behalf of the Board of Directors of
the Company for the Annual Meeting to be held on May 14, 1996
PROXY
The undersigned hereby appoints Chareles E. Bayless and Ira R.
Adler, and each of them, with the power of substitution, to
represent and to vote on behalf of the undersigned all shares
of Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Shareholders scheduled to be held at the
Hilton East Hotel in Tucson, Arizona, on May 14, 1996, and at
any and all adjournments thereof, with all powers the
undersigned would possess if personally present and
particularly with respect to Items 1 & 2 and, in their
discretion, upon such other business as may properly come
before the meeting. This proxy, when properly executed, will
be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted
"FOR" Items 1 & 2.
SHAREHOLDER(S)
SIGN HERE __________________
(DATE)
X X
SIGNED SIGNED
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. All joint owners of
shares should sign. State your full title when signing as
executor, administrator, trustee, guardian, etc. Please return
your proxy in the enclosed postage paid envelope. Receipt is
hereby acknowledged of Notice of Annual Meeting, Proxy
Statement and the 1995 Annual Report attached thereto.
(continued, and to be voted on other side)
(FORM OF PROXY FOR SHAREHOLDERS IN STREET NAME)
(Form of Proxy Card -- FRONT)
TUCSON ELECTRIC POWER COMPANY
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 & 2.
This proxy, when properly executed will be voted in the manner
directed herein by the undersigned. If no direction is made,
this proxy will be voted "FOR" Items 1 & 2.
1. ELECTION OF DIRECTORS: FOR WITHHOLD AUTHORITY
ALEXANDER, BAYLESS, CANCHOLA, JETER, all nominees as to all nominees
O'RIELLY, SEGER, SHROPSHIRE, SUNDT, (except as
WINTER indicated below)
[] []
Withhold Authority to vote for the following nominees (write names):
___________________________________________________________________
2. RECAPITALIZATION PROPOSAL
[] FOR [] AGAINST [] ABSTAIN
Participant Number:__________________ Participant Name:________________
Depository: __________________ Shares: ________________
(Form of Proxy Card -- BACK)
TUCSON ELECTRIC POWER COMPANY
This Proxy is solicited on behalf of the Board of Directors of
the Company for the Annual Meeting to be held on May 14, 1996
PROXY
The undersigned hereby appoints Chareles E. Bayless and Ira R.
Adler, and each of them, with the power of substitution, to
represent and to vote on behalf of the undersigned all shares
of Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Shareholders scheduled to be held at the
Hilton East Hotel in Tucson, Arizona, on May 14, 1996, and at
any and all adjournments thereof, with all powers the
undersigned would possess if personally present and
particularly with respect to Items 1 & 2 and, in their
discretion, upon such other business as may properly come
before the meeting. This proxy, when properly executed, will
be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted
"FOR" Items 1 & 2.
SHAREHOLDER(S)
SIGN HERE __________________
(DATE)
X X
SIGNED SIGNED
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. All joint owners of
shares should sign. State your full title when signing as
executor, administrator, trustee, guardian, etc. Please return
your proxy in the enclosed postage paid envelope. Receipt is
hereby acknowledged of Notice of Annual Meeting, Proxy
Statement and the 1995 Annual Report attached thereto.
(continued, and to be voted on other side)