January 26, 2009

To Current Owners of Bessemer Irrigating Ditch Company Stock:

RE: Sale of Stock and Impact on Future Municipal Water Service

We are aware of offers made by the Pueblo Board of Water Works to purchase shares of stock in the Bessemer Irrigating Ditch Company. The Board of Directors ("Board") of the St. Charles Mesa Water District ("District") takes no position on the offer. The Board wishes to remind it's residents and property owners, however, that Article X, Section 10.0 1, Part F of the District's Rules and Regulations, as amended in May 2006, includes important requirements regarding the provision of Bessemer shares to the District in connection with requests for new or increased water service from the District. In general, the District requires the dedication of one Bessemer share for each residential tap requested. Among other requirements, Article X, Section 10.01, Part F of the Rules and Regulations contains certain limitations on the availahility of new water service to property formerly irrigated by Bessemer shares, if those shares have been conveyed separately from the property after May 10,2006. Property owners planning development should be aware that a sale or Bessemer shares associated with the propcrty may reduce or eliminate the number of water taps available from the District for such development.

All owners of property within the District have previously heen notitied of these provisions. Tne District's Rules and Regulations are available at the District's office, located at 1397 Aspen Road, Pucblo, Colorado. Questions may be directed to the District Manager, Patrick Farrell at (719) 542·4380.

Sincerely

Board of Directors
St. Charles Mesa Water District