Exhibit 10.1


          SUMMARY OF COMPENSATION ARRANGEMENTS FOR RAYMOND G. HEYMAN,
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL


     o    Annual salary of $280,000.
     o    A grant of options on 50,000 shares of UniSource Energy Corporation
          Common Stock, with an exercise price set at the Stock's market value
          on September 15, 2005.
     o    Participation in the UniSource Energy Corporation annual short-term
          incentive plan at a target bonus of 55 % of salary, and a maximum of
          110 % of salary.
     o    Additional benefits available to UniSource Energy Corporation's
          executive officers generally.


                   COMPENSATION INCREASES FOR CERTAIN OFFICERS

     o    Michael J. DeConcini, Senior Vice President and Chief Operating
          Officer, Energy Supply, Annual Salary $280,000.

     o    Kevin P. Larson, Senior Vice President, Treasurer and Chief Financial
          Officer, Annual Salary $280,000.