Avangrid, Inc. (Form: S-8, Received: 12/16/2015 15:27:27)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on December 16, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

Avangrid, Inc.

(Exact name of registrant as specified in charter)


New York		14-1798693
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Durham Hall, 52 Farm View Drive, New Gloucester, Maine		04260
(Address of principal executive offices)		(Zip Code)

UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan

UIL Holdings Corporation Deferred Compensation Plan

(Full Title of the Plan)

R. Scott Mahoney, Esq.

General Counsel

Durham Hall, 52 Farm View Drive, New Gloucester, Maine 04260

(207) 688-6363

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Juan Manuel de Remedios, Esq.

John Vetterli, Esq.

White & Case LLP

1155 Avenue of the Americas

New York, NY 10036

Tel: (212) 819-8200

Joel H. Trotter, Esq.

Latham & Watkins LLP

555 Eleventh Street, N.W.

Washington, D.C. 20004

Tel: (202) 637-2200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price ⁽²⁾	Amount of registration fee ⁽³⁾
Common stock, par value $0.01	1,400,000	N/A	$50,873,200	$5,123

(1)

This Registration Statement on Form S-8 covers the following (i) 773,527 shares of common stock available for issuance under the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan and (ii) 626,473 shares of common stock that may be issued pursuant to the UIL Holdings Corporation Deferred Compensation Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of common stock.

(2)

In accordance with Rules 457(c) and 457(h) of the Securities Act, the maximum offering price per share has been estimated solely for the purpose of calculating the registration fee based on the product of (A)(i) $47.27, the average of the high and low prices per share of UIL Holding Corporation common stock as reported on the New York Stock Exchange on December 15, 2015, (ii) minus the $10.50 cash consideration per share to be paid by the Registrant upon the closing of the merger with UIL Holdings Corporation, (iii) minus the $0.432 per share dividend to be paid by the Registrant upon the closing of the merger with UIL Holdings Corporation and (B) 1,400,000 the maximum number of shares to be registered, totaling $50,873,200.

(3)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price calculated as described in note 2 above.

EXPLANATORY NOTE

On February 25, 2015, Avangrid, Inc. (formerly Iberdrola USA, Inc. and referred to herein as the “Registrant”) and Green Merger Sub, Inc., a Connecticut corporation and a wholly-owned subsidiary of the Registrant (“Merger Sub”) entered into a merger agreement with UIL Holdings Corporation (“UIL”), pursuant to which UIL will merge with and into Merger Sub, with Merger Sub being the surviving corporation. For additional information, see the Registrant’s registration statement on Form S-4 filed with the SEC, as amended, which was declared effective on November 12, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information*

Item 2.

Registrant Information and Employee Plan Annual Information*

The documents containing the information specified in this Part I of Form S-8 will be sent or given to employees as specified by the Securities and Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this registration statement (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents filed by the Registrant are incorporated herein by reference:

(i)

the Registrant’s final prospectus filed on November 12, 2015 pursuant to Rule 424(b)(3) under the Securities Act in connection with the Registrant’s Registration Statement on Form S-4 (File No. 333-205727); and

(ii)

the description of the Registrant’s Common Stock contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-37660) filed with the Commission on December 15, 2015.

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Not applicable.

Item 6.

Indemnification of Directors and Officers

Section 721 of the New York Business Corporation Law, or the NYBCL, provides that a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or bylaws or by a duly authorized resolution of its shareholders or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled.

Section 722 of the NYBCL provides that a corporation may, except for shareholder derivative suits, indemnify its directors and officers made, or threatened to be made, a party to any action or proceeding, if the director or officer acted in good faith, for a purpose that he or she reasonably believed to be in or, in the case of service to another corporation or enterprise, not opposed to the best interests of the corporation, and, in criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. In the case of shareholder derivative suits, the corporation may indemnify a director or officer if he or she acted in good faith for a purpose that he or she reasonably believed to be in or, in the case of service to another corporation or enterprise, not opposed to the best interests of the corporation, except that no indemnification may be made in respect of (i) a threatened action, or a pending action that is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which such individual has been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the individual is fairly and reasonably entitled to indemnity for the portion of the settlement amount and expenses as the court deems proper.

Section 723 of the NYBCL provides, in general, that any individual who has been successful on the merits or otherwise in the defense of a civil or criminal action or proceeding will be entitled to indemnification. Except as provided in the preceding sentence, unless ordered by a court pursuant to Section 724 of the NYBCL, any indemnification under the NYBCL may be made only if indemnification is authorized in the specific case and after a finding that the director or officer met the requisite standard of conduct by the disinterested directors if a quorum is available, or, if the quorum so directs or is unavailable, (i) the board of directors upon the written opinion of independent legal counsel or (ii) the shareholders.

In connection with the proposed merger described in the Form S-4 filed with the Commission, which was declared effective on November 12, 2015, the Registrant has approved the restated certificate of incorporation and the amended and restated bylaws to be effective upon the completion of the merger. The restated certificate of incorporation and the amended and restated bylaws provide that the Registrant will indemnify and hold harmless directors and officers to the fullest extent authorized by the NYBCL.

The Registrant intends to maintain upon completion of the merger policies insuring its officers and directors against certain liabilities and expenses, including liabilities under the Securities Act.

The Registrant also entered into indemnification agreements with certain of its directors and officers and anticipates that it will enter into similar agreements with future directors and officers. Generally, these agreements attempt to provide the maximum protection permitted by the NYBCL with respect to indemnification.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

Item 9.

Undertakings

The undersigned Registrant, Avangrid, Inc., hereby undertakes:

(1)	to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

provided , however , that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)	to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Gloucester, State of Maine, on December 16, 2015.


AVANGRID, INC.

By:	/s/ James P. Torgerson
	Name:	James P. Torgerson
	Title:	Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on December 16, 2015 in the capacities indicated:


	Name	Title

By:	/s/ James P. Torgerson James P. Torgerson	Director and Chief Executive Officer (Principal Executive Officer)

By:	/s/ Pablo Canales Abaitua Pablo Canales Abaitua	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

By:	/s/ Ignacio Sánchez Galán Ignacio Sánchez Galán	Chairman of the Board

By:	/s/ John E. Baldacci John E. Baldacci	Director

By:	/s/ Pedro Azagra Blázquez Pedro Azagra Blázquez	Director

By:	/s/ Alfredo Elías Ayub Alfredo Elías Ayub	Director

By:	/s/ Santiago Martinez Garrido Santiago Martinez Garrido	Director

By:	/s/ Juan Carlos Rebollo Liceaga Juan Carlos Rebollo Liceaga	Director

By:	/s/ José Sainz Armada José Sainz Armada	Director

By:	/s/ Alan D. Solomont Alan D. Solomont	Director

By:	/s/ Arnold L. Chase Arnold L. Chase	Director

By:	/s/ John L. Lahey John L. Lahey	Director

By:	/s/ Carol Lynn Folt Carol Lynn Folt	Director

EXHIBITS


Exhibit No.		Description

5.1		Opinion of Latham & Watkins LLP counsel to the Registrant, as to the validity of the shares (including consent).

23.1		Consent of Ernst & Young, LLP, independent registered public accounting firm of the Registrant.

23.2		Consent of PricewaterhouseCoopers, LLP, independent registered public accounting firm of UIL Holdings Corporation.

23.3		Consent of Latham & Watkins LLP (included in Exhibit 5.1).

99.1		UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan as Amended and Restated May 14, 2013.

99.2		UIL Holdings Corporation Deferred Compensation Plan Grandfathered Benefits Provisions, dated August 4, 2008.

99.3		UIL Holdings Corporation Deferred Compensation Plan Non-Grandfathered Benefits Provisions, as amended and restated effective dated January 1, 2013.

EXHIBIT 5.1

LOGO

December 16, 2015

Avangrid, Inc.

Durham Hall

52 Farm View Drive

New Gloucester, Maine 04260

Re:	Registration Statement on Form S-8; 1,400,000 shares of

common stock, par value $0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to Avangrid, Inc., a New York corporation (the “Company ”), in connection with the registration by the Company of 1,400,000 shares (the “ Shares ”) of common stock, par value $0.01 per share, of the Company issuable pursuant to outstanding equity awards awarded under UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan and UIL Holdings Corporation Deferred Compensation Plan and assumed by the Company pursuant to the terms of that certain Agreement and Plan of Merger dated as of February 25, 2015 by and among the Company, UIL Holdings Corporation (“ UIL Holdings ”), and Green Merger Sub, Inc. (the “ Merger Agreement ”), pursuant to which the Company has assumed the outstanding equity awards of UIL Holdings under the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan and UIL Holdings Corporation Deferred Compensation Plan (the “ Plans ”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on December 16, 2015 (the “ Registration Statement ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Business Corporation Law of the State of New York and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders and have been issued by the

December 16, 2015

Page 2

LOGO

Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans have been duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the Business Corporation Law of the State of New York.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Avangrid, Inc.’s common stock to be available for issuance under the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan and the UIL Holdings Corporation Deferred Compensation Plan of our report dated July 17, 2015, with respect to the consolidated financial statements and schedule of Avangrid, Inc. (formerly Iberdrola USA, Inc.) for the year ended December 31, 2014 included in its Registration Statement (Form S-4 No. 333-205727) and related prospectus dated November 12, 2015 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York

December 16, 2015

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Avangrid, Inc. (formerly Iberdrola USA, Inc.) of our report dated February 26, 2015 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in UIL Holdings Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference in the Prospectus dated November 12, 2015 filed by Avangrid, Inc.

/s/ PricewaterhouseCoopers LLP

Boston, MA

December 16, 2015

EXHIBIT 99.1

UIL HOLDINGS CORPORATION

2008 STOCK AND INCENTIVE COMPENSATION PLAN

As Amended and Restated May 14, 2013

UIL HOLDINGS CORPORATION

2008 STOCK AND INCENTIVE COMPENSATION PLAN

As Amended and Restated May 14, 2013


	Page

1. Purpose		1

2. Definitions		1

3. Administration		3

4. Stock Subject to Plan		3

5. Eligibility; Per-Person Award Limitations		4

6. Specific Terms of Awards		5

7. Performance Awards		7

8. Certain Provisions Applicable to Awards		10

9. Additional Award Forfeiture Provisions		11

10. General Provisions		11

UIL HOLDINGS CORPORATION

2008 STOCK AND INCENTIVE COMPENSATION PLAN

As Amended and Restated May 14, 2013

1. Purpose . The purpose of this 2008 Stock and Incentive Compensation Plan (the “Plan”) is to enable UIL Holdings Corporation, a Connecticut corporation (together with its successors and assigns, the “Corporation”) and its Subsidiaries (individually and collectively, with the Corporation, the “Company”) to attract, retain and reward outstanding directors and managerial employees, provide them with equitable and competitive compensation opportunities, recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for shareowners by closely aligning the interests of Participants with those of the Corporation’s shareowners. The Plan authorizes stock-based and cash-based incentives for Participants.

2. Definitions . In addition to the terms defined in Section 1 above and elsewhere in the Plan, the following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) “Annual Incentive Award” means a type of Performance Award granted to a Participant under Section 7(c) representing a conditional right to receive cash, Stock or other Awards or payments, as determined by the Committee, based on performance in a performance period of one fiscal year or a portion thereof.

(b) “Annual Limit” shall have the meaning specified in Section 5(b).

(c) “Award” means any Option, SAR, Stock, Restricted Stock, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award, or Performance Award or Annual Incentive Award, together with any related right or interest, granted to a Participant under the Plan.

(d) “Beneficiary” means the legal representatives of the Participant’s estate entitled by will or the laws of descent and distribution to receive the benefits under a Participant’s Award upon a Participant’s death, provided that, if and to the extent authorized by the Committee, a Participant may be permitted to designate a Beneficiary, in which case the “Beneficiary” instead will be the person or persons (including individuals who survive the Participant, and trusts) which have been designated by the Participant in his or her most recent written and duly filed beneficiary designation to receive the benefits specified under the Participant’s Award upon such Participant’s death.

(e) “Board” means, except as otherwise expressly provided, the Corporation’s Board of Directors.

(f) “Change in Control” means, unless otherwise expressly provided in a given Award, a Change in Control as defined for purposes of the UIL Holdings Corporation Change in Control Severance Plan II.

(g) “Code” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation thereunder shall include any successor provisions and regulations, and reference to regulations includes any applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.

(h) “Committee” means, except as otherwise expressly provided, the Compensation and Executive Development Committee of the Board (or a designated successor to such committee), the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and subject to other corporate governance documents of the Company. Notwithstanding the foregoing, no action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee’s charter or this Plan. The full Board may perform any function of the Committee hereunder (except to the extent limited under applicable New York Stock Exchange rules), in which case the term “Committee” shall refer to the Board.

(i) “Covered Employee” means an Eligible Person who is a Covered Employee as specified in Section 10(j).

(j) “Dividend Equivalent” means a right, granted under this Plan, to receive cash, Stock, other Awards or other property equal in value to all or a specified portion of the dividends paid with respect to a specified number of shares of Stock.

(k) “Effective Date” means the effective date specified in Section 10(p).

(l) “Eligible Person” has the meaning specified in Section 5.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule (including a proposed rule) thereunder shall include any successor provisions and rules.

(n) “Fair Market Value” means the fair market value of Stock, Awards or other property as determined in good faith by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock on a given day shall be the average of the high and low sales prices of the Stock on the date on which it is to be valued hereunder as reported for New York Stock Exchange — Composite Transactions. Fair Market Value relating to the exercise price or base price of any Non-409A Option or SAR and relating to the market value of Stock measured at the time of exercise shall conform to requirements under Code Section 409A.

(o) “409A Awards” means Awards that constitute a deferral of compensation under Code Section 409A and regulations thereunder. “Non-409A Awards” means Awards other than 409A Awards. Although the Committee retains authority under the Plan to grant Options, SARs and Restricted Stock on terms that will qualify those Awards as 409A Awards, Options, SARs, and Restricted Stock are intended to be Non-409A Awards unless otherwise expressly specified by the Committee.

(p) “Governance Committee” means the Governance Committee of the Board (or a designated successor to such committee).

(q) “Incentive Stock Option” or “ISO” means any Option designated as an incentive stock option within the meaning of Code Section 422 and qualifying thereunder.

(r) “Option” means a right to purchase Stock granted under Section 6(b).

(s) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h).

(t) “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.

(u) “Performance Award” means a conditional right, granted to a Participant under Sections 6(i) or 7, to receive cash, Stock or other Awards or payments.

(v) “Pre-existing Plan” means the UIL Holdings Corporation 1999 Amended and Restated Stock Plan.

(w) “Restricted Stock” means Stock granted under this Plan which is subject to certain restrictions and to a risk of forfeiture.

(x) “Stock” means the Corporation’s Common Stock, without par value, and any other equity securities of the Corporation that may be substituted or resubstituted for Stock pursuant to Section 10(c).

(y) “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(c).

(z) “Subsidiary” or “Subsidiaries” means The United Illuminating Company and/or any other entity that is owned directly or indirectly by the Corporation such that it would constitute a member of a controlled group of corporations with the Corporation or a trade or business under common control with the Corporation within the meaning of Code Section 414(b) or Section 414(c).

3. Administration .

(a) Authority of the Committee . The Plan shall be administered by the Committee, which shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants; to grant Awards; to determine the type and number of Awards, the dates on which Awards may be exercised, whether such Awards may be deferred, the dates on which the risk of forfeiture or deferral period relating to Awards shall lapse or terminate, the acceleration of any such dates (including upon a Change in Control), the expiration date of any Award, whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards, or other property, retention requirements applicable to shares delivered in connection with Awards and other terms and conditions of, and all other matters relating to, Awards; to prescribe documents evidencing or setting terms of Awards (such Award documents need not be identical for each Participant or each Award), amendments thereto, and rules and regulations for the administration of the Plan and amendments thereto; to construe and interpret the Plan and Award documents and correct defects, supply omissions or reconcile inconsistencies therein; and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Decisions of the Committee with respect to the administration and interpretation of the Plan shall be final, conclusive, and binding upon all persons interested in the Plan, including Participants, Beneficiaries, transferees under Section 10(b) and other persons claiming rights from or through a Participant, and shareowners. The foregoing notwithstanding, in accordance with the recommendations of the Governance Committee, the Board shall perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors (the administrative functions of the Committee with respect to other aspects of non-employee director awards is not exclusive to the Board, however).

(b) Manner of Exercise of Committee Authority . The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may act through subcommittees, including for purposes of perfecting exemptions under Rule 16b-3 or qualifying Awards under Code Section 162(m) as performance-based compensation, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may otherwise act, with members of the Committee abstaining or recusing themselves, to ensure compliance with regulatory requirements or to promote effective governance, as determined by the Committee. The Committee may delegate to officers or managers of the Corporation or any Subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation (i) will not result in the loss of an exemption under Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Corporation, (ii) will not cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify, (iii) will not result in a related-person transaction with an executive officer required to be disclosed under Item 404(a) of Regulation S-K (in accordance with Instruction 5.a.ii thereunder) under the Exchange Act, and (iv) is permitted under applicable provisions of the Connecticut Business Corporation Act and other applicable laws and regulations.

(c) Limitation of Liability . The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Corporation or a Subsidiary, the Corporation’s independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Corporation or a Subsidiary acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.

4. Stock Subject To Plan .

(a) Overall Number of Shares Available for Delivery . The total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be (i) 1,850,000 shares (of which 550,000 were approved upon adoption of the Plan in 2008 and 1,300,000 were added upon approval of the amendment and restatement of the Plan in 2013), plus (ii) the number of shares that, immediately prior to the Effective Date, remain available for new awards under the Preexisting Plan; provided, however, that the total number of shares with respect to which ISOs may be granted shall not exceed the number specified under clause (i) above. Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares.

(b) Share Counting Rules . The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with this Section 4(b). Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject to a risk of forfeiture. Accordingly, (i) to the extent that an Award under the Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the number underlying the Award, or otherwise terminated without delivery of shares to the Participant, the shares retained by or returned to the Corporation will not be deemed to have been delivered under the Plan; and (ii) shares that are withheld from an Award other than an Option or SAR or separately surrendered by the Participant in payment of the taxes relating to an Award other than an Option or SAR shall be deemed to constitute shares not delivered and will be available under the Plan. The foregoing notwithstanding, upon exercise of an Option or SAR, the full number of underlying shares shall be deemed to be delivered for purposes of this Section 4, regardless of whether (i) any shares are withheld in payment of the exercise price or withholding taxes, (ii) fewer shares are delivered upon exercise than the full number of shares underlying the Option or SAR, or (iii) any of the proceeds to the Company from the exercise are used to purchase shares. The Committee may determine that Awards may be outstanding that relate to more shares than the aggregate remaining available under the Plan so long as Awards will not in fact result in delivery and vesting of shares in excess of the number then available under the Plan. In addition, in the case of any Award granted in assumption of or in substitution for an award of a company or business acquired by the Corporation or a Subsidiary or with which the Corporation or a Subsidiary combines, shares delivered or deliverable in connection with such assumed or substitute Award shall not be counted against the number of shares reserved under the Plan.

5. Eligibility; Per-Person Award Limitations .

(a) Eligibility . Awards may be granted under the Plan only to Eligible Persons. For purposes of the Plan, an “Eligible Person” means (i) an employee of the Corporation or any Subsidiary, including any executive officer or employee director of the Corporation or a Subsidiary, (ii) any person who has been offered employment by the Corporation or a Subsidiary, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Corporation or a Subsidiary, and (iii) any non-employee director of the Corporation or a Subsidiary. An employee on leave of absence may be considered as still in the employ of the Corporation or a Subsidiary for purposes of eligibility for participation in the Plan.

(b) Per-Person Award Limitations . In each calendar year during any part of which the Plan is in effect, an Eligible Person may be granted Awards intended to qualify as “performance-based compensation” under Code Section 162(m) under the Plan relating to up to his or her Annual Limit. A Participant’s Annual Limit, in any year during any part of which the Participant is then eligible under the Plan, shall equal 250,000 shares plus the amount of the Participant’s unused Annual Limit relating to the same type of Award as of the close of the previous year, subject to adjustment as provided in Section 10(c). In the case of an Award which is not valued in a way in which the limitation set forth in the preceding sentence would operate as an effective limitation satisfying applicable law (including Treasury Regulation § 1.162-27(e)(4)), an Eligible Person may not be granted Awards authorizing the earning during any calendar year of an amount that exceeds the Eligible Person’s Annual Limit, which for this purpose shall equal $5 million plus the amount of the Eligible Person’s unused cash Annual Limit as of the close of the previous year (this limitation is separate and not affected by the number of Awards granted during such calendar year subject to the limitation in the preceding sentence). For this purpose, (i) “earning” means satisfying performance conditions so that an amount becomes payable, without regard to whether it is to be paid currently or on a deferred basis or continues to be subject to any service requirement or other non-performance condition, (ii) a Participant’s Annual Limit is used to the extent an amount or number of shares may be potentially earned or paid under an Award (at the maximum designated amount for such Awards), regardless of whether such amount or shares are in fact earned or paid, and (iii) the Annual Limit applies to Dividend Equivalents under Section 6(g) only if such Dividend Equivalents are granted separately from and not as a feature of another Award. In the case of a non-employee director, the applicable Annual Limit will be 25,000 shares for share-denominated Awards, except that for a non-executive Chairman of the Board this applicable Annual Limit will be 50,000 shares per year.

6. Specific Terms Of Awards.

(a) General . Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Sections 10(e) and 10(k)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment or service by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion with respect to any term or condition of an Award that is not mandatory under the Plan, subject to Section 10(k) and the terms of the Award agreement. The Committee may require payment of consideration for an Award except as limited by the Plan.

(b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(i)

Exercise Price. The exercise price per share of Stock purchasable under an Option (including both ISOs and non-qualified Options) shall be determined by the Committee, provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such Option, subject to Section 8(a). Notwithstanding the foregoing, any substitute Award granted in assumption of or in substitution for an outstanding award granted by a company or business acquired by the Corporation or a Subsidiary or with which the Corporation or a Subsidiary combines may be granted with an exercise price per share of Stock other than as required above; provided, however, that such substituted Award does not enlarge the aggregate intrinsic value of the original award at the acquisition date. No adjustment will be made for a dividend or other right for which the record date is prior to the date on which the stock is issued, except as provided in Section 10(c) of the Plan.

(ii)

Option Term; Time and Method of Exercise. The Committee shall determine the term of each Option, provided that in no event shall the term of any Option exceed a period of ten years from the date of grant. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such exercise price may be paid or deemed to be paid and the form of such payment (subject to Sections 10(k) and 10(l)), including, without limitation, cash, Stock (including by withholding Stock deliverable upon exercise), other Awards or awards granted under other plans of the Corporation or any Subsidiary or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by or forms in which Stock will be delivered or deemed to be delivered in satisfaction of Options to Participants (including, in the case of 409A Awards, deferred delivery of shares subject to the Option, as mandated by the Committee, with such deferred shares subject to any vesting, forfeiture or other terms as the Committee may specify).

(iii)

ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Code Section 422.

(c) Stock Appreciation Rights . The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(i)

Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee but which in any event shall be not less than the Fair Market Value of a share of Stock on the date of grant of the SAR, subject to Section 8(a).

(ii)

Other Terms. The Committee shall determine the term of each SAR, provided that in no event shall the term of a SAR exceed a period of ten years from the date of grant. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not a SAR shall be free-standing or in tandem or combination with any other Award, and whether or not the SAR will be a 409A Award or Non-409A Award. Limited SARs that may only be exercised in connection with a Change in Control or termination of service following a Change in Control as specified by the Committee may be granted on such terms, not inconsistent with this Section 6(c), as the Committee may determine. The Committee may require that an outstanding Option be exchanged for a SAR exercisable for Stock having vesting, expiration, and other terms substantially the same as the Option, so long as such exchange will not result in additional accounting expense to the Corporation.

(d) Stock. The Committee is authorized to grant Awards of Stock, including Awards which provide that Stock will be issued and delivered at a future date (including, but not limited to, Awards of Performance Shares and Awards of Stock, Performance Shares and Restricted Stock which may be deferred in the form of stock units pursuant to the terms of the UIL Holdings Deferred Compensation Plan or other deferred compensation plan or arrangement of the Corporation). Such Awards may be subject to restrictions on transferability, dividend equivalents and deferral, a risk of forfeiture, and other conditions and restrictions, if any, as the Committee may impose.

(e)

Restricted Stock . The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(i)

Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise and under such other circumstances as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award document relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareowner, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee).

(ii)

Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Corporation; provided that the Committee may provide, by rule or regulation or in any Award document, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will lapse in whole or in part, including in the event of terminations resulting from specified causes.

(iii)

Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Corporation retain physical possession of the certificates, and that the Participant deliver a stock power to the Corporation, endorsed in blank, relating to the Restricted Stock.

(f) Bonus Stock and Awards in Lieu of Obligations . The Committee is authorized to grant to Participants Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Corporation or a Subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee.

(g) Dividend Equivalents . The Committee is authorized to grant Dividend Equivalents to a Participant, which may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to restrictions on transferability, risks of forfeiture and such other terms as the Committee may specify. The foregoing notwithstanding, (i) dividends and dividend equivalents will not be credited or payable with respect to an Option or SAR for any periods prior to the valid exercise of the Option or SAR, except that this provision will not limit adjustments authorized under Section 10(c); and (ii) Dividend Equivalents relating to a Performance Awards at minimum shall be forfeitable to the extent the related Performance Award remains forfeitable upon failure to achieve the specified performance conditions.

(h) Other Stock-Based Awards . The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock or factors that may influence the value of Stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Corporation, a Subsidiary or business units thereof or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries or other business units. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, notes, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 6(h).

(i) Performance Awards . Performance Awards, denominated in cash or in Stock or other Awards, may be granted by the Committee in accordance with Section 7. A Performance Award denominated in shares shall constitute an Award authorized under Sections 6(b) - 6(h) to which performance conditions have been attached under Section 7.

7. Performance Awards .

(a) Performance Awards Generally . Performance Awards may be denominated as a cash amount, number of shares of Stock, or specified number of other Awards (or a combination) which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except (i) as limited under Sections 7(b) or (c) in the case of a Performance Award intended to qualify as “performance-based compensation” under Code Section 162(m) and (ii), in the case of any Performance Award denominated in shares at the grant date (i.e., an Award classified as equity under Financial Accounting Standards Board (FASB) Accounting Standards Codification 718 (“FASB ASC Topic 718”)), no discretion to reduce or increase the amounts payable (except as provided under Section 10(c)) shall be reserved unless such reservation of discretion is expressly stated by the Committee at the time it acts to authorize or approve the grant of such Performance Award.

(b) Performance Awards Granted to Covered Employees . If the Committee determines that a Performance Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of a pre-established performance goal and other terms set forth in this Section 7(b).

(i)

Performance Goal Generally. The performance goal for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 7(b). The performance goal shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder, including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.

(ii)

Business Criteria. One or more of the following business criteria for the Corporation, the Company, on a consolidated basis, and/or for any specified Subsidiary or other business unit of the Company (alone or in combination), on an audited or unaudited basis, shall be used by the Committee in establishing performance goals for such Performance Awards:

(i)

net income;

(ii)

earnings, before or after income taxes;

(iii)

earnings per share;

(iv)

pre-tax operating income;

(v)

expense management;

(vi)

profitability, including profitability of an identifiable business unit or product;

(vii)

revenue;

(viii)

shareowner value creation measures, including but not limited to stock price or total shareowner return;

(ix)

return measures, including return on assets (gross or net), return on investment, return on capital, or return on equity;

(x)

cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital;

(xi)

net economic profit (operating earnings minus a charge for capital) or economic value created;

(xii)

strategic innovation;

(xiii)

dividend levels;

(xiv)

strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, business expansion goals, cost targets, completion of capital and debt transactions, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures and the management of capital projects;

(xv)

operating performance metrics, including, but not limited to, electric and gas system reliability for bulk and distribution systems, safety, compliance and mitigating and managing enterprise risk; or

(xvi)

any combination of the foregoing.

The targeted level or levels of performance with respect to such business criteria may be established at such levels and in such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies. Performance goals based upon these business criteria may be based upon generally accepted accounting principles (“GAAP”) or may be non-GAAP measures, and in either case may be adjusted for purchase accounting impacts related to acquisitions and other extraordinary, non-recurring or unusual events or accounting treatments. Performance Goals may be particular to a Participant, the Corporation, the Company or a division, Subsidiary or other business segment of the Company, or may be based on the performance of the Company as a whole.

(iii)

Performance Period; Timing for Establishing Performance Goals. Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period of up to one year or more than one year, as specified by the Committee. A performance goal shall be established not later than the earlier of (A) 90 days after the beginning of any performance period applicable to such Performance Award or (B) the time 25% of such performance period has elapsed.

(iv)

Performance Award Pool. The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 7(b)(ii) during the given performance period, as specified by the Committee in accordance with Section 7(b)(iv). The Committee may specify the amount of the Performance Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria. The Committee may specify Performance Awards for any one Participant as a percentage of the Performance Award pool, subject to such terms and conditions as the Committee may specify, provided that the aggregate percentage of the Performance Award pool allocated to Participants may not exceed 100% of the Performance Award pool.

(v)

Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award subject to this Section 7(b) beyond the level of payment authorized for achievement of the performance goal specified under this Section 7(b) based on the actual level of achievement of such goal in excess of the amount earned through performance with respect to the performance goal established under Section 7(b). Any settlement which changes the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as “performance-based compensation” for purposes of Code Section 162(m). The Committee shall specify the circumstances (if any) in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant or other event (including a Change in Control) prior to the end of a performance period or settlement of such Performance Awards.

(c) Annual Incentive Awards Granted to Covered Employees . The Committee may grant an Annual Incentive Award to an Eligible Person who is designated by the Committee as likely to be a Covered Employee. Such Annual Incentive Award will be intended to qualify as “performance-based compensation” for purposes of Code Section 162(m), and its grant, exercise and/or settlement shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 7(c).

(i)

Grant of Annual Incentive Awards. Not later than the earlier of 90 days after the beginning of any performance period applicable to such Annual Incentive Award or the time 25% of such performance period has elapsed, the Committee shall determine the Covered Employees who will potentially receive Annual Incentive Awards, and the amount(s) potentially payable thereunder, for that performance period. The amount(s) potentially payable shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 7(b)(ii) in the given performance period, as specified by the Committee. The Committee may designate an annual incentive award pool as the means by which Annual Incentive Awards will be measured, which pool shall conform to the provisions of Section 7(b)(iv). In such case, the portion of the Annual Incentive Award pool potentially payable to each Covered Employee shall be pre-established by the Committee. In all cases, the maximum Annual Incentive Award of any Participant shall be subject to the limitation set forth in Section 5.

(ii)

Payout of Annual Incentive Awards. After the end of each performance period, the Committee shall determine the amount, if any, of the Annual Incentive Award for that performance period payable to each Participant. Subject to Section 7(a), the Committee may, in its discretion, determine that the amount payable to any Participant as a final Annual Incentive Award shall be reduced from the amount of his or her potential Annual Incentive Award, including a determination to make no final Award whatsoever, but may not exercise discretion to increase any such amount. The Committee shall specify the circumstances in which an Annual Incentive Award shall be paid or forfeited in the event of termination of employment by the Participant or other event prior to the end of a performance period or settlement of such Annual Incentive Award.

(d) Written Determinations . Determinations by the Committee as to the establishment of performance goals, the amount potentially payable in respect of Performance Awards and Annual Incentive Awards, the level of actual achievement of the specified performance goals relating to Performance Awards and Annual Incentive Awards, and the amount of any final Performance Award and Annual Incentive Awards shall be recorded in writing in the case of Awards intended to qualify under Section 162(m). Specifically, the Committee shall certify in writing, in a manner conforming to applicable regulations under Section 162(m), prior to settlement of each such Award granted to a Covered Employee, that the performance objective relating to the Performance Award or Annual Incentive Award and other material terms of the Award upon which settlement of the Award was conditioned have been satisfied.

8. Certain Provisions Applicable To Awards .

(a) Stand-Alone, Additional, Tandem, and Substitute Awards . Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Corporation or any Subsidiary or any business entity to be acquired by the Corporation or a Subsidiary or any other right of a Participant to receive payment from the Corporation or any Subsidiary; provided, however, that a 409A Award may not be granted in tandem with a Non-409A Award. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards. The Committee may determine that, in granting a new Award, the in-the-money value or fair value of any surrendered Award or award or the value of any other right to payment surrendered by the Participant may be applied to the purchase of any other Award. This Section 8(a) shall be subject to Section 10(e) (including the limitation on repricing) and subject to Section 10(k) (and (l).

(b) Term of Awards . The term of each Award shall be for such period as may be determined by the Committee, subject to the express limitations set forth in Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere in the Plan.

(c) Form and Timing of Payment under Awards; Deferrals . Subject to the terms of the Plan (including Sections 10(k) and (l)) and any applicable Award document, payments to be made by the Corporation or a Subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events, subject to Sections 10(k) and (l). Subject to Section 10(k), installment or deferred payments may be required by the Committee (subject to Section 10(e)) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.

(d) No Personal Loans or Reloads. No term of an Award shall provide for a personal loan to a Participant, including for payment of the exercise price of an Option or withholding taxes relating to any Award. No term of an Award shall provide for automatic “reload” grants of additional Awards upon exercise of an Option or SAR or otherwise as a term of an Award.

9. Additional Award Forfeiture Provisions . The Committee may condition a Participant’s right to receive a grant of an Award, to exercise the Award, to retain cash, Stock, other Awards or other property acquired in connection with an Award, or to retain the profit or gain realized by a Participant in connection with an Award, including cash or other proceeds received upon sale of Stock acquired in connection with an Award, upon compliance by the Participant with specified conditions relating to non-competition, confidentiality of information relating to or possessed by the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Company and its subsidiaries and affiliates and the officers, directors and affiliates of the Company and its subsidiaries and affiliates, and other restrictions upon or covenants of the Participant, including during specified periods following termination of employment or service to the Company. Pursuant to this authorization, unless otherwise determined by the Committee, the following policy will apply to each Award:

In the event that the Corporation or any Subsidiary is required to restate its financial statements due to material noncompliance of the Corporation or any Subsidiary with any applicable financial reporting requirement, if such restatement results directly or indirectly from willful misconduct or gross negligence of the Participant the Participant shall reimburse the Corporation for the difference between (i) the amount of any bonus, incentive or equity compensation paid as a result of the erroneous financial statement and (ii) the amount that would have been paid, if any, under the restated financial statements. In addition, subject to Section 10(e), any clawback or recoupment provisions required under the Dodd-Frank Wall Street Reform and Consumer Protection Act shall apply to Awards under the Plan. The Committee may specify additional forfeitures applicable in the event of such a restatement or similar circumstances, subject to Section 10(e).

10. General Provisions .

(a) Compliance with Legal and Other Requirements . The Corporation may, to the extent deemed necessary or advisable by the Committee and subject to Section 10(k), postpone the issuance or delivery of Stock or payment of other benefits under any Award until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Stock or other securities of the Corporation are listed or quoted, or compliance with any other obligation of the Corporation, as the Committee may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations. The foregoing notwithstanding, in connection with a Change in Control, the Corporation shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.

(b) Limits on Transferability; Beneficiaries . No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party (other than the Corporation or a Subsidiary thereof), or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights (other than ISOs and SARs in tandem therewith) may be transferred to one or more transferees during the lifetime of the Participant but not otherwise to a third party for value, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee and the Committee has determined that there will be no transfer of the Award to a third party for value, and subject to any terms and conditions which the Committee may impose thereon (which may include limitations the Committee may deem appropriate in order that offers and sales under the Plan will meet applicable requirements of registration forms under the Securities Act of 1933 specified by the Securities and Exchange Commission). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award document applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

(c) Adjustments . In the event that an extraordinary dividend or other distribution (whether in the form of cash or property other than Stock), recapitalization, forward or reverse split, Stock dividend, reorganization, merger, consolidation, spinoff, combination, repurchase, share exchange, liquidation, dissolution, equity restructuring as defined under FASB ASC Topic 718, or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate or, in the case of any outstanding Award, which is necessary in order to prevent dilution or enlargement of the rights of the Participant, then the Committee shall, in an equitable manner as determined by the Committee, adjust any or all of (i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter, including the number of shares available under Section 4, (ii) the number and kind of shares of Stock by which annual per-person Award limitations are measured under Section 5, (iii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards, (iv) the exercise price, grant price or purchase price relating to any Award or, if deemed appropriate, the Committee may make provision for a payment of cash or property to the holder of an outstanding Option (subject to Section 10(l)), and (v) the performance goals or conditions of outstanding Awards that are based on share prices. The foregoing notwithstanding, if in connection with a merger holders of Stock (other than the person acquiring the Company) receive only cash in exchange for all of their Stock (and no securities or other property), each Option or SAR may be terminated upon a payment of the cash consideration per share of Stock paid to Stockholders, less any exercise price or base price per share of the Option or SAR; accordingly, if an Option or SAR would receive no cash payment (i.e., has no intrinsic value) in connection with such a merger, such Option or SAR shall be canceled without payment of consideration at the time of the merger. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals and any hypothetical funding pool relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets) affecting the Corporation, any Subsidiary or other business unit, or the financial statements of the Corporation or any Subsidiary or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Corporation, any Subsidiary or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent that the existence of such authority (i) would cause Options, SARs, or Performance Awards granted under the Plan to Participants designated by the Committee as Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder to otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder, or (ii) would cause the Committee to be deemed to have authority to change the targets, within the meaning of Treasury Regulation § 1.162-27(e)(4)(vi), under the performance goals relating to Options or SARs granted to Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder.

(d) Tax Provisions .

(i)

Withholding. The Corporation and any Subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s withholding obligations, either on a mandatory or elective basis in the discretion of the Committee, or in satisfaction of other tax obligations. Other provisions of the Plan notwithstanding, only the minimum amount of Stock deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld, unless withholding of any additional amount of Stock will not result in additional accounting expense to the Corporation.

(ii)

Required Consent to and Notification of Code Section 83(b) Election. No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provision of the laws of a jurisdiction outside the United States may be made unless expressly permitted by the terms of the Award document or by action of the Committee in writing prior to the effectiveness of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify the Corporation of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or other applicable provision.

(iii)

Requirement of Notification Upon Disqualifying Disposition Under Code Section 421(b). If any Participant shall make any disposition of shares of Stock delivered pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) (i.e., a disqualifying disposition), such Participant shall notify the Corporation of such disposition within ten days thereof.

(e) Changes to the Plan and Awards . The Committee or the Board may amend, suspend or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of shareowners or Participants; provided, however, that any amendment to the Plan shall be submitted to the Corporation’s shareowners for approval not later than the earliest annual meeting for which the record date is at or after the date of such Board action if such shareowner approval is required by any federal or state law or regulation or the rules of the New York Stock Exchange, or if such amendment would materially increase the number of shares reserved for issuance and delivery under the Plan, and the Committee or the Board may otherwise, in its discretion, determine to submit other amendments to the Plan to shareowners for approval. The Committee is authorized to amend outstanding awards, except as limited by the Plan. The Board and Committee may not amend outstanding Awards (including by means of an amendment to the Plan) without the consent of an affected Participant if such an amendment would materially and adversely affect the rights of such Participant with respect to the outstanding Award (for this purpose, actions that alter the timing of federal income taxation of a Participant will not be deemed material unless such action results in an income tax penalty on the Participant, and any discretion that is reserved by the Board or Committee with respect to an Award is unaffected by this provision). Without the approval of shareowners, the Committee will not amend or replace previously granted Options or SARs in a transaction that constitutes a “repricing,” which for this purpose means any of the following or any other action that has the same effect:

•

Lowering the exercise price of an option or SAR after it is granted;

•

Any other action that is treated as a repricing under generally accepted accounting principles;

•

Canceling an option or SAR at a time when its exercise price exceeds the fair market value of the underlying Stock, in exchange for another option or SAR, restricted stock, other equity or cash;

provided, however, that the foregoing transactions shall not be deemed a repricing if pursuant to an adjustment authorized under Section 10(c). A cancellation and exchange described in the preceding sentence will be considered a repricing regardless of whether the Option, Restricted Stock or other equity is delivered simultaneously with the cancellation, regardless of whether it is treated as a repricing under generally accepted accounting principles, and regardless of whether it is voluntary on the part of the Participant. With regard to other terms of Awards, the Committee shall have no authority to waive or modify any such Award term after the Award has been granted to the extent the waived or modified term would be mandatory under the Plan for any Award newly granted at the date of the waiver or modification.

(f) Right of Setoff . The Corporation or any Subsidiary may, to the extent permitted by applicable law, deduct from and set off against any amounts the Corporation or a Subsidiary may owe to the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits, or other compensation owed to the Participant, such amounts as may be owed by the Participant to the Company, including but not limited to amounts owed under Section 9(a), although the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff under this Section 10(f). With respect to any amount that constitutes a deferral of compensation, the Corporation may implement a setoff under this provision only at such time as the deferred compensation otherwise would be distributable to the Participant (i.e., the settlement date for such deferred compensation).

(g) Unfunded Status of Awards; Creation of Trusts . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

(h) Nonexclusivity of the Plan . Neither the adoption of the Plan by the Board nor its submission to the shareowners of the Corporation for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements, apart from the Plan, as it may deem desirable, including incentive arrangements and awards which do not qualify under Code Section 162(m), and such other arrangements may be either applicable generally or only in specific cases.

(i) Payments in the Event of Forfeitures; Fractional Shares . Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash consideration, the Participant shall be repaid the amount of such cash consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) Compliance with Code Section 162(m). It is the intent of the Company that Options and SARs granted to Covered Employees and other Awards designated as Awards to Covered Employees subject to Section 7 shall constitute qualified “performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder, unless otherwise determined by the Committee at the time of allocation of an Award. Accordingly, the terms of Sections 7(b) and (c), including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Participant will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee as likely to be a Covered Employee with respect to a specified fiscal year. If any provision of the Plan or any Award document relating to a Performance Award that is designated as intended to comply with Code Section 162(m) does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee or any other person discretion to increase the amount of compensation otherwise payable in connection with any such Award upon attainment of the applicable performance objectives.

(k) Compliance with Section 409A . To the extent any Award hereunder is a 409A Award and provides for the deferral of compensation (within the meaning of Code Section 409A and related regulations) other than in accordance with the terms of the UIL Holdings Deferred Compensation Plan, the material terms of the deferral, to the extent required under Treasury Regulation § 1.409A-1(c)(3) to establish a deferred compensation plan, shall be set forth in the written award or grant (including by incorporation by reference, if applicable). To the extent any Award hereunder does not provide for a deferral of compensation, but may be deferred under the Company’s Deferred Compensation Plan (or other nonqualified deferred compensation plan), the terms of the Deferred Compensation Plan (or such other nonqualified deferred compensation plan) shall govern the deferral and, to the extent necessary, are incorporated herein by reference.

(l) Governing Law . The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan and any Award document shall be determined in accordance with the laws of the State of Connecticut, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.

(m) Awards to Participants Outside the United States . The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States, or establish one or more sub-plans for such participants, in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 10(m) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) for the Participant whose Award is modified.

(n) Limitation on Rights Conferred under Plan . Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Corporation or a Subsidiary or in any particular office or position, (ii) interfering in any way with the right of the Corporation or a Subsidiary to terminate any Eligible Person’s or Participant’s employment or service at any time (subject to the terms and provisions of any separate written agreements), (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a shareowner of the Corporation unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award or an Option is duly exercised. Except as expressly provided in the Plan and an Award document, neither the Plan nor any Award document shall confer on any person other than the Company and the Participant any rights or remedies thereunder. Any Award shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Corporation or any Subsidiary and shall not affect any benefits under any other benefit plan at any time in effect and which the availability or amount of benefits is related to the level of compensation (unless required by any such other plan or arrangement with specific reference to Awards under this Plan).

(o) Severability . If any of the provisions of this Plan or any Award document is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining provisions shall not be affected thereby; provided, that, if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award documents contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof. No rule of strict construction shall be applied against the Company, the Committee, or any other person in the interpretation of any terms of the Plan, Award, or agreement or other document relating thereto.

(p) Plan Effective Date and Termination . The Plan shall become effective if, and at such time as, the shareowners of the Corporation have approved it by a vote sufficient to approve it in accordance with applicable law and the Corporation’s charter documents. The date of such shareowner approval shall be the Effective Date. Upon such approval of the Plan by the shareowners of the Corporation, no further awards shall be granted under the Preexisting Plan, but any outstanding awards under the Preexisting Plan shall continue in accordance with their terms. The amendment and restatement of the Plan in 2013 shall become effective upon its approval by the shareowners at the Corporation’s 2013 Annual Meeting of Share Owners. Unless earlier terminated by action of the Board of Directors, the authority to make new grants under the Plan shall terminate on the date that is ten years after the latest date upon which shareowners of the Corporation, have approved the Plan (including approval of the 2013 amendment and restatement of the Plan), and the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Corporation has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan.

EXHIBIT 99.2

UIL HOLDINGS CORPORATION

DEFERRED COMPENSATION PLAN

GRANDFATHERED BENEFIT PROVISIONS

originally adopted effective January 27, 2003,

as amended through August 4, 2008

TABLE OF CONTENTS


	Page
INTRODUCTION		1
ARTICLE I – TITLE AND DEFINITIONS		1
1.1 Definitions		1
ARTICLE II – PARTICIPATION		7
2.1 Determination of Eligible Persons		7
2.2 Enrollment; Duration of Participation		7
2.3 Transfers to Non-Participating Related Companies		7
2.4 Amendment of Eligibility Criteria		7
ARTICLE III – DEFERRAL ELECTIONS		7
3.1 Elections to Defer Compensation		7
3.2 Deemed Investment Elections		8
3.3 Elections as to Form and Timing of Payment		10
ARTICLE IV – COMPENSATION DEFERRAL AND COMPANY CONTRIBUTION ACCOUNTS		11
4.1 Compensation Deferral Subaccount		11
4.2 Company Discretionary Contribution Subaccount		11
4.3 Company Matching Contribution Subaccount		11
4.4 Deferred Restricted Stock Account		12
ARTICLE V – VESTING		12
5.1 Vesting		12
5.2 Vesting Upon Death/Change in Control		12
ARTICLE VI – DISTRIBUTIONS		13
6.1 Manner of Payment – Cash vs. Stock		13
6.2 Distribution of Grandfathered Accounts		13
6.3 Early Non-Scheduled Distributions		15
6.4 Hardship Distribution		16
6.5 Inability to Locate Participant		16
ARTICLE VII – ADMINISTRATION		16
7.1 Committee Action		16
7.2 Powers and Duties of the Committee		17
7.3 Construction and Interpretation		17
7.4 Information		17
7.5 Compensation, Expenses and Indemnity		18
7.6 Filing a Claim		18
7.7 Appeal of Denied Claims		19
ARTICLE VIII – MISCELLANEOUS		20
8.1 Unsecured General Creditor		20
8.2 Restriction Against Assignment		20
8.3 Withholding		21
8.4 Amendment, Modification, Suspension or Termination		21
8.5 Governing Law		21
8.6 Receipt or Release		21
8.7 Payments on Behalf of Persons Under Incapacity		21
8.9 Adjustments; Assumptions of Obligations		21
8.10 Headings		22
EXHIBIT A – PARTICIPATING BUSINESS UNITS		23

UIL HOLDINGS CORPORATION

DEFERRED COMPENSATION PLAN

GRANDFATHERED BENEFIT PROVISIONS

INTRODUCTION

Effective as of February 1, 2003, UIL Holdings Corporation (the “Company”) established the UIL Holdings Corporation Deferred Compensation Plan to provide a select group of its senior management and the senior management of its selected Business Units with the opportunity to accumulate capital by deferring compensation on a pre-tax basis, and to provide the Company and its Business Units with a method of rewarding and retaining top executives and managerial employees. The Plan also permits those eligible executive employees whose matching allocations under the United Illuminating Company 401(k)/Employee Stock Ownership Plan (“UI KSOP”) would be limited by virtue of their Compensation Deferrals under this Plan to make up for such limitations with certain supplemental benefits, and provides non-Employee Directors of the Company with a means to defer receipt of certain shares of Restricted Stock and Performance Share awards.

The terms of the Plan as set forth in this Plan document apply solely with respect to deferrals made and vested pursuant to the terms of the Plan prior to January 1, 2005. With respect to deferrals made pursuant to the terms of the Plan on and after January 1, 2005 and with respect to deferrals made pursuant to the terms of the Plan before January 1, 2005 that vest on or after January 1, 2005, the terms of the Plan are as described in the separate Plan document relating to “Non-Grandfathered Benefits.” With respect to amounts subject to this Plan document, this Plan document supersedes the prior Plan document (as amended from time to time).

ARTICLE I

TITLE AND DEFINITIONS

1.1 Definitions .

Capitalized terms used in this Plan document shall have the meanings specified below.

“ Account ” or “ Accounts ” shall mean a Participant’s Grandfathered Amount under the Plan, including all subaccounts as are specifically authorized for inclusion in this portion of the Plan.

“ Affiliate ” shall mean any corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

“ Base Salary ” shall mean an Eligible Employee’s annual base salary, including any salary continuation, excluding bonus, commissions, incentive and all other remuneration for services rendered to the Company, but prior to reduction for any salary contributions to a plan established pursuant to Sections 125 or 132(f) of the Code or qualified pursuant to Section 401(k) of the Code.

Beneficiary, provided, however, that no designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid to such minor’s legal guardian duly appointed and currently acting to hold the funds for such minor. If no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by the Company pursuant to any unrevoked Beneficiary designation, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of the Company.

“ Board of Directors ” or “ Board ” shall mean the Board of Directors of UIL Holdings Corporation.

“ Bonuses ” shall mean the bonuses earned pursuant to any bonus plan or program approved by the Company (or its affiliates).

“ Business Unit ” means The United Illuminating Company (“UI”) and any other subsidiary of the Company which, with the consent of the Board, has adopted the Plan. Business Units shall be listed on Exhibit A to the Plan.

A “ Change in Control ” of the Company or any Business Unit (“an Employing Company”) occurs on the date on which any of the following events occur: a change of the ownership of the Employing Company; a change of the effective control of the Employing Company; or a change in the ownership of a substantial portion of the assets of the Employing Company.

For purposes of this definition:

(i)

A change in the ownership of the Employing Company occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Employing Company that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Employing Company.

(ii)

A change in the effective control of the Employing Company occurs on the date on which either (A) a person, or more than one person acting as a group, acquires ownership of stock of the Employing Company possessing 30% or more of the total voting power of the stock of the Employing Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (B) a majority of the members of the Employing Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Employing Company.

(iii)

A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Employing Company, acquires assets from the Employing Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Employing Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

In determining whether a person or group has acquired a percentage of stock, stock of the Company held pursuant to the terms of an employee benefit plan of the Company or any subsidiary thereof in a suspense account or otherwise unallocated to a Participant’s account shall be disregarded to the extent that expressing the applicable percentage as a fraction, such shares shall not be included in the numerator, but such shares will be included in the denominator.

An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Employing Company that has experienced the Change in Control, or the Participant’s relationship to the affected Employing Company otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(2)(i)(5)(ii).

The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Committee ” shall mean the Compensation and Executive Development Committee of the Board (or such other committee as shall be designated by the Board).

“ Company ” shall mean UIL Holdings Corporation, a Connecticut corporation.

“ Company Discretionary Contribution ” shall mean such discretionary contributions, if any, credited by the Company to the Company Discretionary Contribution Subaccount of a Participant for a Plan Year. Such contribution may differ from Participant to Participant both in amount (including no contribution) and as a percentage of Compensation.

“ Company Discretionary Contribution Subaccount ” shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to (i) the Company Discretionary Contribution Amount, if any, paid by the Company and (ii) net earnings and losses attributable thereto.

“ Company Matching Contribution ” shall mean such matching contributions, if any, made by the Company with respect to a Participant, in order to make up for the loss of a matching contribution under the UI KSOP resulting from the Participant’s Compensation Deferrals under this Plan.

“ Company Matching Contribution Subaccount ” shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to (i) the number of Stock units equal in value to the Company Matching Contributions, if any, and the Dividend Equivalents, if any, paid by the Company, plus (ii) net earnings and losses attributable thereto.

“ Compensation ” shall mean, in the case of Eligible Employees, Base Salary, increases in Base Salary received during the Plan Year, Bonuses and other incentive awards, compensation in excess of the amount deductible under Section 162(m) of the Code, and any other compensation permitted by the Committee to be deferred.

“ Compensation Deferrals ” shall mean the compensation deferred by a Participant pursuant to Section 3.1 of this Plan.

“ Compensation Deferral Subaccount ” shall mean the bookkeeping account maintained by the Recordkeeper for each Participant that is credited with amounts equal to (i) the portion of the Participant’s Compensation that he or she elects to defer, and (ii) net earnings and losses attributable thereto.

“ Designated Individuals ” shall mean those Eligible Employees and Eligible Directors designated as eligible to defer Restricted Stock Awards and/or Performance Shares Awards.

“ Disability ” shall mean that the Participant meets the definition of “disabled” under the terms of The United Illuminating Company Long-Term Disability Plan in effect on the date in question, whether or not such Participant actually is covered by such plan.

“ Distributable Amount ” shall mean the vested balance in the Participant’s Accounts subject to distribution in a given Plan Year.

“ Dividend Equivalents ” shall mean the amount of cash dividends or other cash distributions paid by the Company on that number of shares equal to the number of Stock Units credited to a Participant’s Stock Unit Subaccount as of the applicable record date for the dividend or other distribution, which amount shall be credited in the form of additional Stock Units to the Participant’s Stock Unit Subaccount.

“ Early Distribution ” shall mean an election by a Participant in accordance with Section 6.3 to receive a withdrawal of amounts from his or her Compensation Deferral Subaccount, and any vested Company Discretionary and/or Matching Contribution Subaccounts, prior to the time at which such Participant would otherwise be entitled to such amounts.

“ Effective Date ” of the Plan means February 1, 2003.

“ Election Period ” shall mean the time period associated with deferral of Compensation under the Plan. The first Election Period with respect to Eligible Employees becoming Participants on the Effective Date (February 1, 2003) shall end on January 24, 2003. Thereafter, except as expressly provided otherwise in this definition or by the Committee, subsequent elections with respect to a subsequent calendar year must be filed by October 30th of the preceding year (by December 20th of the preceding year with respect to elections made in 2004 and later years), to be effective with respect to such subsequent calendar year. The Election Period with respect to the deferral by a Designated Individual of some portion or all of a Restricted Stock Award shall be any period designated by the Committee, which ends prior to receipt of such Award, and which shall be deemed effective contemporaneously with the granting of such Award with respect to any Restricted Stock vesting at least one year after such election is processed. The Election Period with respect to the deferral by a Designated Individual of some portion or all of a Performance Share Award shall be any period designated by the Committee, which ends no later than 12 months prior to the end of the performance period related to such Performance Share Award, and which shall be deemed effective contemporaneously with the vesting of such Award with respect to any Performance Share vesting at least one year after such election is processed. Notwithstanding the foregoing, no Election Period hereunder shall commence on or after January 1, 2005.

“ Eligible Employee ” shall mean each Employee of the Company or a participating Business Unit who is eligible to participate in the Plan, as determined in Section 2.1.

“ Eligible Person ” shall mean each Eligible Employee or Director of the Company or a participating Business Unit, to the extent that such individual is eligible to participate in the Plan, as determined in Section 2.1. Notwithstanding the foregoing, because no deferral under this Plan by a Director vested prior to January 1, 2005, no Director of the Company is an Eligible Person for purposes of this Plan Document.

“ Employer ” shall mean the Company and its Affiliates.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Fund ” or “ Funds ” shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.2.

“ Grandfathered Amount ” means the vested Account Balances of Plan Participants determined as of December 31, 2004, together with actual or notional earnings thereon accruing after December 31, 2004, which shall be subject to the provisions of the Plan and tax law in effect immediately prior to the enactment of Section 409A of the Internal Revenue Code (i.e., as of October 3, 2004), including, without limitation, requirements as to election of the timing and form of payment; expressly provided, however that the Grandfathered Amounts shall be so grandfathered only to the extent that the Plan terms governing such Amounts are not materially modified after October 3, 2004.

“ Hardship Distribution ” shall mean a distribution made on account of a severe financial hardship of the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in Section 152(a) of the Code), loss of a Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

“ Participant ” shall mean any Eligible Person who became a Participant in this Plan in accordance with Article II.

“ Payment Date ” shall mean the date for payment of Distributable Amounts, as provided in Article VI.

“ Performance Share Award ” or “ Performance Share ” shall mean a phantom stock award issued under the UIL Holdings Corporation CEO/CFO Long Term Incentive Program, the UIL Holdings Corporation UI Long-Term Incentive Program, the UIL Holdings Corporation UIL Long-Term Incentive Program, or the UIL Holdings Corporation Xcelecom Long-Term Incentive Program, which awards are settled in shares of Stock drawn from the UIL Holdings Corporation 1999 Restated Stock Plan, with the limited exception of certain of the Performance Share awards payable in cash to the CEO. Notwithstanding the foregoing, because no deferral of a Performance Share award vested prior to January 1, 2005, all such deferrals shall be governed by the provisions of this Plan relating to Non-Grandfathered Benefits.

“ Plan ” shall mean the UIL Holdings Corporation Deferred Compensation Plan. The terms of the Plan are reflected in this document entitled “UIL Holdings Corporation Deferred Compensation Plan—Grandfathered Benefit Provisions” and the document entitled “UIL Holdings Corporation Deferred Compensation Plan – Non-Grandfathered Benefit Provisions.”

“ Plan Year ” shall mean January 1 to December 31 of each year.

“ Recordkeeper ” shall mean the administrator appointed by the Committee. As of February 1, 2003, TBG Financial was appointed the Recordkeeper.

“ Restricted Stock ” shall mean shares of Stock issued under the Restricted Stock feature of the UIL Holdings Corporation 1999 Amended and Restated Stock Plan, which shares are subject to forfeiture based on non-compliance with certain enumerated criteria.

“Restricted Stock Award ” shall mean any award of Restricted Stock which, if deferred under this Plan, shall be credited as Restricted Stock Units, and which is settled in shares of Company Stock that may be drawn from the UIL Holdings Corporation 1999 Amended and Restated Stock Plan or from this Plan, or both, to the extent permitted under the terms of said plans. Notwithstanding the foregoing, because no deferral of a Restricted Stock Award vested prior to January 1, 2005, all such deferrals shall be governed by the provisions of this Plan relating to Non-Grandfathered Benefits.

“ Retirement ” shall mean termination of service after the Participant has satisfied the requirements for early retirement under the terms of The United Illuminating Company Pension Plan.

“ Scheduled In-Service Withdrawal Date ” shall mean February of the year elected by the Participant to withdraw, or begin to withdraw, balances attributable to amounts deferred in a given Plan Year, and earnings and losses attributable thereto. A Participant’s Scheduled In-Service Withdrawal Date in a given Plan Year may be no earlier than three years from the last day of the Plan Year for which Compensation Deferrals, deferrals of Restricted Stock, deferrals of Performance Shares, and contributions of Company Discretionary and Matching Contribution Amounts, are made; expressly provided, however, that in the case of the deferrals of Restricted Stock, Performance Shares, and any other Compensation subject to a vesting schedule, the three year period shall be deemed to begin running from the date on which such Restricted Stock, Performance Shares or Compensation would otherwise vest.

“ Stock ” shall mean common stock of UIL Holdings Corporation, or any successor to UIL Holdings Corporation.

“ Stock Fund ” or “ Company Stock Fund ” shall mean the deemed unitized investment Fund established to record (i) Participants’ deemed investments in Stock Units, (ii) Designated Individuals’ deferrals of Restricted Stock in Stock Units, (iii) Company Matching Contributions invested in Stock Units, and (iv) Dividend Equivalents deemed reinvested in Stock Units. The Company has reserved 83,333 (post split) shares of Company Stock for deemed investment in this Plan.

“ Stock Unit ” shall mean a unit of value, equivalent to the value of a share of Stock, or Restricted Stock, or a Performance Share, established by the Committee as a means of measuring value of the Stock-related portion of an Account under the Plan.

“ Stock Unit Subaccount ” shall mean the bookkeeping account maintained by the Committee on behalf of each Participant who is credited with Stock Units and Dividend Equivalents resulting from Compensation Deferrals and Company Matching Contributions, that are deemed invested in Stock Units, and deferrals of Restricted Stock and Performance Shares.

ARTICLE II

PARTICIPATION

2.1 Determination of Eligible Persons .

All (i) officers of the Company and its Business Units, and (ii) those Employees of the Company and Business Units whose Base Salary is fixed at more than $100,000 per year (determined during the Election Period) and who, in the case of Company and UI Employees, are classified in Grade 10 or above (collectively, “Eligible Employees”), shall be eligible to participate in this Plan. Any other key management or highly compensated Employee from time to time designated by the Committee to be eligible to participate shall also be considered an Eligible Employee under the Plan. With respect to the 2003 Plan Year, Directors of the Company and its Participating Business Units shall be eligible to participate only in that portion of the Plan permitting deferral of Restricted Stock.

Notwithstanding the foregoing, no Eligible Employee or Director who was not an Eligible Person prior to January 1, 2005 shall participate in this portion of the Plan, and only Grandfathered Amounts shall be subject to the terms of this Plan document.

2.2 Enrollment; Duration of Participation .

An Eligible Person shall become a Participant in the Plan by electing to make deferrals in accordance with Section 3.1 during an Election Period, in accordance with such procedures as may be established from time to time by the Committee. An individual who, at any time, ceases to be an Eligible Person as determined in the sole discretion of the Committee, shall cease making deferrals in the Plan, and no future deferrals will be allowed until such time as the individual again becomes an Eligible Person. In such case, the individual shall remain a Participant in the Plan with respect to amounts already deferred that have not yet been distributed or forfeited. Notwithstanding the foregoing, no deferral election shall be made pursuant to the terms of this Plan document with respect to compensation earned on or after January 1, 2005, and only Grandfathered Amounts shall be subject to the terms of this Plan document.

2.3 Transfers to Non-Participating Related Companies .

An Eligible Employee who becomes employed by an Affiliate, which is not a participating Business Unit, shall no longer be eligible to make any future deferral elections under the Plan. However, such individual shall remain a participant in the Plan with respect to amounts already deferred and deferral elections that become irrevocable prior to the date of transfer.

2.4 Amendment of Eligibility Criteria .

The Committee may change the criteria for eligibility on a prospective basis.

ARTICLE III

DEFERRAL ELECTIONS

3.1 Elections to Defer Compensation .

(a) Election to Defer . Subject to the provisions of Article II and subsection (e), below, each Eligible Employee may elect to defer Compensation earned after the Election Period, by filing an election with the Recordkeeper (a “Deferral Election”) that conforms to the requirements of this Section 3.1 either via the internet or mail, on a form provided by the Recordkeeper, by no later than the last day of the Election Period. Deferral Elections are irrevocable for the Plan Year, except as otherwise expressly provided in the Plan.

(b) Deferrals of Base Salary and Bonus Amounts . With respect to each Plan Year, an Eligible Employee may defer, in either whole percentages or a flat dollar amount, up to 85% of Annual Base Salary and up to 100% of increases in Base Salary that become effective during the Year; and up to 100% of Bonuses or other incentive awards that would be payable in a calendar year subsequent to the filing of the Deferral Election. Notwithstanding the foregoing, the total amount deferred shall be limited, as necessary, to satisfy income tax and Social Security Tax (including Medicare) withholding obligations, and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee. The minimum contribution that must be made in any Plan Year by an Eligible Employee shall not be less than $5,000, which may be satisfied from any deferral source (e.g., Base Salary, Bonus, etc.).

(c) Deferral of Restricted Stock and Performance Shares . A Designated Individual may elect to defer all or any portion of a Restricted Stock Award or, on or after September 27, 2004, a Performance Share Award as of the date such Award is made provided that such deferral is permitted by the terms of the Award. Any such deferral election must be made in a time period designated by the Committee in accordance with the applicable Election Period as defined with respect to deferrals of Restricted Stock and Performance Shares. Such Election shall be irrevocable. All such deferrals shall be deemed invested only in Stock Units.

(d) Mandatory Deferral of Excess 162(m) Compensation . Notwithstanding the foregoing, but subject to subsection (e), below, to the extent that any Compensation to be paid to an Eligible Employee with respect to a taxable year would exceed the amount deductible by the Company or a Business Unit under Section 162(m) of the Code (the “Excess”), such Excess automatically shall be deferred under the terms of this Plan without the necessity of an election to defer. Such deferred Excess shall be held and administered subject to the terms of the Plan, provided that, irrespective of the Employee’s election as to timing and form of payment under Section 3.3, no deferred Excess shall be distributed to the affected Employee prior to the first taxable year in which such amounts, if paid, would be deductible under Section 162(m) of the Code (or any successor provision).

(e) Grandfathered Amounts Only . Notwithstanding the foregoing, no deferral with respect to compensation earned on or after January 1, 2005 shall be subject to the terms of this Plan document. Any deferral that is not with respect to a Grandfathered Amount shall be subject to the terms of the Plan document entitled “UIL Holdings Corporation Deferred Compensation Plan-Non-Grandfathered Benefit Provisions.”

3.2 Deemed Investment Elections .

(a) With Respect to Compensation Deferrals . At the time of making the deferral elections described in Section 3.1(b), the Participant shall designate, on a form provided by the Recordkeeper, or, if allowed by the Committee, via voice response, internet or other technology, the types of investment Funds (selected and made available by the Committee), in which the Participant’s Compensation Deferral Subaccount will be deemed to be invested for purposes of determining the amount of net earnings or losses to be credited to that Subaccount. In making the designation pursuant to this Section 3.2, the Participant may specify that all, or any portion, of his or her Compensation Deferral Subaccount be deemed to be invested, in whole percentage increments, in one or more of the types of investment Funds provided under the Plan, as communicated from time to time by the Committee.

A Participant may change the designation made under this Section 3.2 by filing an election, on a form provided by the Recordkeeper, or, if allowed by the Committee, via voice response, Internet or other technology on any business day; provided, however, that a Participant who has elected to have some portion of his Compensation Deferrals deemed invested in the Company Stock Fund may not transfer out of such investment with respect to such Compensation Deferral amount. A Participant may elect to have each Plan Year of Compensation Deferrals hypothetically invested in investment allocations different or distinct from his or her prior elections.

A Participant’s Compensation Deferral will be deemed invested in the Money Market Investment Fund (i) if a Participant fails to make a deemed investment election under this Section 3.2, or (ii) pending the effective date of the deemed investment in the Company Stock Fund as provided in Section 3.2(c).

(b) With Respect to Deferrals of Restricted Stock Awards and Performance Share Awards . As of the date that Restricted Stock vests, a Participant’s Stock Unit Subaccount shall be credited with the number of Stock Units equivalent in value to the amount of shares of Restricted Stock vested. As of the date that Performance Shares would be payable to the Participant in the absence of a deferral election made pursuant to Section 3.1, the Participant’s Stock Unit Subaccount shall be credited with a number of Stock Units equivalent in value to the number of Shares that would be payable to the Participant in settlement of the Performance Share Award absent such deferral election. Notwithstanding the foreoing, only amounts that are deferred and vested prior to January 1, 2005 shall be subject to the terms of this Plan document.

(c) Deemed Investments Will Be Valued Daily . Except as otherwise provided in this Subsection 3.2(c) with respect to deemed investments in the Company Stock Fund, a deemed investment direction, or change in deemed investment direction, shall be processed based on the closing values for the date received, if such direction is received by the Recordkeeper by 4 p.m. Eastern Time. Otherwise, such direction shall be processed based on the closing values of the particular investment Funds on the next business day on which the markets are open. The net gain or loss of each deemed investment Fund (the “Investment Rate”) shall be recorded monthly, and reported quarterly as provided in (e) below. Except as provided in Section 6.5, below, a Participant’s Account shall be credited with earnings (and losses) until all amounts credited to such Account have been distributed or forfeited.

Except as provided in Subsection 3.2(b) above, a deemed investment in the Company Stock Fund shall be deemed to be a direction to invest in the UIL Stock Money Market Fund pending the end of the quarter, and shall be credited with the rate of return of such deemed investment in the UIL Stock Money Market Fund, with the direction to invest in the Company Stock Fund to be effective as of the third business day following the end of the quarter in which such direction is received, based on the closing price of the Company Stock Fund as of the end of the business day on which such investment is deemed acquired. Except as provided in Subsection 3.2(b) above, deemed purchases in the Company Stock Fund shall be made on a non-calendar quarter basis, beginning with the third business day following the non-calendar quarter ending with the month of February, 2003, and continuing quarterly thereafter.

Once the investment in the Company Stock Fund is effective with respect to Compensation Deferrals and with respect to deferrals of Restricted Stock and Performance Shares, a Participant may not re-direct such investment back into other deemed investment Funds available under the Plan.

(d) Committee Discretion concerning Deemed Investment Designations . Although the Participant may designate deemed investments for his Compensation Deferrals, the Committee shall not be bound by such designation. The Committee shall have no obligation to actually make any hypothetical investment, but may do so if it chooses. If a hypothetical investment is actually made by the Committee, then for the period the investment is held, the timing of actual investment changes and the actual value of investments, less actual costs, fees and expenses incurred, shall be used to measure investment return of the deemed investment under this Plan. The Committee shall select from time to time, in its sole and absolute discretion, investment funds, may rebalance funds, and shall communicate the same to the Recordkeeper.

(e) Quarterly Reporting . The Investment Rate of each such deemed investment fund shall be used to determine the amount of earnings or losses to be credited to all Participants’ Subaccounts under Article IV, and shall be reported on a calendar quarterly basis to Participants.

(f) Administration and Costs . The Committee in its discretion shall establish reasonable and uniform rules applicable to all Participants for hypothetical investments under the Plan, which rules shall include, but not be limited to, rules governing the frequency of permitted changes in hypothetical investments and the effective date of such changes. All direct costs, management fees and other expenses that would have been incurred if a hypothetical investment or change in investment had actually been made shall be charged against a Participant’s Account, unless otherwise determined by the Committee.

3.3 Elections as to Form and Timing of Payment . The provisions of this Section 3.3 apply only to Grandfathered Amounts.

(a) At the time of making the deferral elections described in Section 3.1, the Participant shall elect, on a form provided by the Recordkeeper:

(i)

to receive his or her Compensation Deferral Account, deferred Restricted Stock Account, deferred Performance Share Account, and any Company Contributions made with respect to such Plan Year either (A) commencing upon his or her termination of service (due to Retirement, death, disability, or voluntary or involuntary termination) or (B) at a specified future date while the Participant remains employed (a “Scheduled In-Service Withdrawal Date”); and

(ii)

the payment method in which such amounts (and hypothetical net earnings thereon) shall be distributed from among the forms of benefit payment available under Section 6.2.

In determining the Scheduled In-Service Withdrawal Date, the Participant and the Recordkeeper shall take into account the fact that, with respect to Restricted Stock and Performance Share Awards, the Scheduled In-Service Withdrawal Date shall be measured from the date on which such Awards would otherwise vest.

(b) The Participant may, but is not required to, elect to subject each Plan Year’s Compensation Deferrals and earnings thereon to a separate distribution schedule.

(c) Each election as to the timing and form of payment shall apply only for one Plan Year, and only to the Compensation Deferrals, deferrals of Restricted Stock, deferrals of Performance Shares, and any Company Contributions made with respect to such year, and shall not carry forward. To the extent that a Participant does not file an election as to form and timing of payment with respect to Compensation Deferrals, Deferrals of Restricted Stock, Deferrals of Performance Shares, and Company Contributions for a Plan Year, the deemed distribution election automatically shall be a lump sum following termination of employment with the Company and its Affiliates.

ARTICLE IV

COMPENSATION DEFERRAL AND COMPANY CONTRIBUTION ACCOUNTS

4.1 Compensation Deferral Subaccount .

The Recordkeeper shall maintain a Compensation Deferral Subaccount for each Participant under the Plan. Each Participant’s Compensation Deferral Subaccount shall be further divided into separate Subaccounts (“Investment Fund Subaccounts”), each of which corresponds to an investment Fund elected by the Participant pursuant to Section 3.2. A Participant’s Compensation Deferral Subaccount shall be credited as follows:

(a) As soon as administratively feasible, and in no event later than ten (10) days, after amounts are withheld and/or deferred from a Participant’s Compensation, the Committee shall credit the Investment Fund Subaccounts of the Participant’s Compensation Deferral Subaccount with an amount equal to Compensation deferred by the Participant in accordance with the Participant’s election under Section 3.1.

(b) Each business day, each Investment Fund Subaccount of a Participant’s Compensation Deferral Subaccount shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment Fund Subaccount as of the prior day plus contributions credited that day to the Investment Fund Subaccount by the Investment Rate for the corresponding deemed Fund selected by the Participant.

4.2 Company Discretionary Contribution Subaccount .

With approval of the Board, the Company or any Business Unit may from time to time make Discretionary Contributions to the Accounts of Participants or selected Participants, and, if it so decides, may impose a vesting schedule on such Contributions. In the event that the Company or any Business Unit determines to make such a contribution, the Record keeper shall establish and maintain a Company Discretionary Contribution Subaccount for each Participant under the Plan. Each Participant’s Company Discretionary Contribution Subaccount shall be further divided into separate Subaccounts, each of which corresponds to a Fund elected by the Participant pursuant to Section 3.2(a). A Participant’s Company Discretionary Contribution Subaccount shall be credited as follows:

(a) The Recordkeeper shall credit the Investment Fund Subaccounts of the Participant’s Company Discretionary Contribution Subaccount with an amount equal to the Company Discretionary Contribution Amount, if any, applicable to that Participant, within ten (10) business days after such amount is deemed contributed; and

(b) Such Subaccount shall be deemed invested, and valued, in the same manner and proportion as the Participant’s other Account balances under the Plan, unless otherwise determined by the Company.

4.3 Company Matching Contribution Subaccount . The provisions of this Section 4.3 apply only to Grandfathered Amounts.

(a) In the event that the Committee determines that a Participant is unable with respect to a calendar year to receive the maximum matching allocation in the UI KSOP due to the Compensation Deferrals made by the Participant to this Plan, the Company shall make a supplemental Company Matching Contribution in the amount of such shortfall to this Plan as soon as administratively feasible following the end of such calendar year.

(b) In such case, the Recordkeeper shall establish and maintain a Company Matching Contribution Subaccount for such Participant. Each such Participant’s Company Matching Contribution Subaccount shall be deemed invested in the Company Stock Fund, at the end of the quarter in which such contribution is allocated to the Participant’s Company Matching Contribution Subaccount, with such contribution deemed invested in the Money Market Fund pending the end of such quarter.

(c) A Participant’s Company Matching Contribution Subaccount shall be valued in the same manner, and at the same time, as the Company Stock Fund.

4.4 Deferred Restricted Stock Account .

(b) The number of Restricted Stock Units to be credited shall be equivalent in value to the number of shares of Restricted Stock when vesting restrictions (and any other applicable conditions) have been satisfied.

(d) Until such time as such Subaccounts are actually paid in Stock to the Designated Individual, the Designated Individual shall have no voting rights associated with such Subaccounts.

ARTICLE V

VESTING

5.1 Vesting .

A Participant shall be 100% vested in his or her Compensation Deferral Account and Company Matching Contribution Subaccount. A Participant shall be vested in accordance with any schedule that the Committee may establish with respect to his or her Company Discretionary Contribution Account, if any. A Participant shall vest in his or her Restricted Stock Unit Account and Performance Share Unit Account in accordance with the terms of the applicable awards.

5.2 Vesting Upon Death/Change in Control .

Upon death of a Participant, or in the event of a Change in Control, the Participant shall be 100% vested in his or her Compensation Deferral Account, Company Matching Contribution Subaccount, and in any Company Discretionary Contribution Subaccount.

ARTICLE VI

DISTRIBUTIONS

6.1 Manner of Payment—Cash vs. Stock .

With respect to Grandfathered Amounts, distributions shall be made in cash, except to the extent that a Participant’s Subaccounts are deemed invested in the Company Stock Fund. With respect to Grandfathered Amounts, distributions of Company Stock Fund Subaccounts shall be paid in shares of Company Stock, except to the extent that the Committee determines some portion of such Subaccount must be paid in cash due to limitations contained in the UIL Holdings Corporation 1999 Restated Stock Plan, the UIL Holdings Corporation Senior Executive Incentive Compensation Plan, or otherwise. All fractional shares in a Company Stock Fund Subaccount shall be paid in cash.

6.2 Distribution of Grandfathered Accounts .

(a) Distribution Due to Retirement, Disability or Termination of Service .

(1) Termination of Service with $10,000 Account Balance or Less . In the case of a Participant who terminates service with the Company and all affiliates, and who has a total Account balance of $10,000 or less ($50,000 or less for terminations prior to January 1, 2005), the Distributable Amount shall be paid to the Participant in a lump sum distribution as soon as administratively practicable after the end of the calendar quarter in which the Participant terminates service.

(2) Termination of Service with More than $10,000 Account Balance .

(i) For Reasons other than Retirement or Disability . In the case of a Participant who terminates service with the Company and all affiliates for reasons other than Retirement or Disability with an Account balance of more than $10,000 ($50,000 or less for terminations prior to January 1, 2005), the Distributable Amount shall be paid to the Participant in a lump sum after the end of the quarter in which the Participant terminates service.

(ii) Due to Retirement or Disability . In the case of a Participant who terminates service with the Company and all affiliates due to Retirement or Disability and has a total Account balance more than $10,000 ($50,000 or less for terminations prior to January 1, 2005), the Distributable Amount shall be paid to the Participant in a lump sum unless the Participant has made a timely election to have the Distributable Amount paid in one of the optional installment forms set forth in Section 6.2(a)(3).

(3) Election of Installment Form . An installment form of benefit may be elected by the Participant (to be implemented upon the Participant’s Retirement or Disability), with respect to each Plan Year’s Compensation Deferrals, deferred Restricted Stock Units, deferred Performance Shares Units, and Company Contributions, on a form provided by the Recordkeeper, or, if permitted by the Committee, via voice response, Internet or other approved technology, during an Election Period, from among the following:

(i) annual installments over five (5) years beginning on the Participant’s Payment Date;

(ii) annual installments over ten (10) years beginning on the Participant’s Payment Date;

(iii) annual installments over fifteen (15) years beginning on the Participant’s Payment Date.

(4) Modification of Election of Form of Payment . A Participant may modify the form of benefit that he or she has previously elected, provided such modification occurs at least one (1) year before the Participant terminates employment with the Company.

(5) Delay of Payment Date with respect to Retiring Participants . Prior to Retirement a Participant may delay the Payment Date for any Plan Year’s Compensation Deferrals to a date later than the otherwise applicable Payment Date, provided such extension occurs at least one year before the Participant’s Retirement Date. The Participant may delay his or her Payment Date no more than twice.

(6) Timing of Installment Payments . Upon a Participant’s termination of service due to Retirement or Disability, the first annual installment distribution will be made as soon as administratively practicable following the end of the calendar quarter in which the Participant terminates service, but not later than sixty (60) days following the end of the calendar quarter containing the Participant’s termination. Subsequent annual installments will be distributed in February of each year.

(7) Deferral of Installment Commencement Date to February following Retirement or Disability . A Participant who terminates service with the Company and all affiliates due to Retirement or Disability may elect to defer commencement of his or her annual installment payments until February of the year following his termination of service due to Retirement or Disability, but any such election must be made at least twelve (12) months prior to such termination of service.

(8) Timing of Lump Sum Distributions . Lump sum distributions will be paid as soon as administratively practicable following the end of the calendar quarter in which the Participant terminates service (due to retirement, disability, death or otherwise), but not later than sixty (60) days following the calendar quarter containing his or her termination of service.

(9) Termination Not on Account of Retirement or Disability . Notwithstanding anything to the contrary in this Section 6.2(a), in the event that a Participant terminates service with the Company and all affiliates for any reason other than Retirement or Disability, including on account of a Change in Control of UIL Holdings or a Business Unit (for whom the Participant was employed as of the Change in Control), then the Participant’s entire Account balance will be distributed in a single lump sum. In the event that a Participant is receiving Scheduled In-Service Withdrawals and then terminates service, any unpaid balance of Subaccounts will be paid in a lump sum.

(10) Delay of Distribution Due to Disability Offset . If any distribution from the Plan shall have the effect of reducing disability benefits receivable by the Participant under any other policy, plan, program or arrangement, such distribution may be postponed, in the sole discretion of the Committee, upon application by the Participant.

(b) Distribution With a Scheduled In-Service Withdrawal Date .

(1) In the case of a Participant who has elected a Scheduled In-Service Withdrawal, such Participant shall receive his or her Distributable Amount as scheduled, but only with respect to those deferrals of Compensation, deferrals of Restricted Stock, deferral of Performance Shares, any vested Company Discretionary Contribution Amounts, Company Matching Contribution Amounts and earnings or losses attributable thereto, as shall have been elected by the Participant to be subject to the Scheduled In-Service Withdrawal Date (as defined in Section 1.1, above).

(2) A Participant’s Scheduled In-Service Withdrawal Date in a given Plan Year may be no earlier than three (3) years from the last day of the Plan Year for which the deferrals of Compensation are deemed effective, provided, however that in the case of Restricted Stock Awards and Performance Share Awards, the Scheduled In-Service Withdrawal Date shall be measured from the date that such awards vest. A Participant may elect either a lump sum, or annual installments over a period ranging from two (2) years, up to and including five (5) years from the Scheduled In-Service Withdrawal Date.

(3) A Participant may extend the Scheduled In-Service Withdrawal Date for any Plan Year, provided such extension occurs at least one (1) year before the Scheduled In-Service Withdrawal Date and is for a period of not less than five (5) years from the Scheduled In-Service Withdrawal Date (not less than two (2) years with respect to any extension occurring prior to January 1, 2005). The Participant may modify any Scheduled In-Service Withdrawal Date in the manner set forth above, no more than two (2) times.

(4) The first annual installment subject to a Scheduled In-Service Withdrawal Date shall commence to be paid in February of the Plan Year in which the Scheduled In-Service Withdrawal Date falls. Subsequent annual installments will be distributed in February of each year.

(5) Lump sum distributions will be paid in February of the year specified on the Participant’s election of a Scheduled In-Service Withdrawal Date.

(6) If a Participant terminates service with the Company and all affiliates for reasons other than Retirement or Disability prior to his or her Scheduled In-Service Withdrawal Date, any amounts subject to such Scheduled In-Service Withdrawal Date will instead be distributed in the form of a lump sum. Such lump sum distribution will be paid as soon as administratively feasible following the end of the calendar quarter in which the Participant terminates service, but not later than sixty (60) days following the calendar quarter containing his or her termination of service.

(c) Distribution for Termination Due to Death . In the case of the death of a Participant while in the service of the Company or an affiliate, the Participant’s entire vested Account balance shall be distributed to the Participant’s Beneficiary, in a lump sum as soon as practicable following the end of the calendar quarter in which death occurs. In the event a Participant dies while receiving installment payments, the remaining installments shall be paid to the Participant’s Beneficiary in a lump sum as soon as practicable following the end of the calendar quarter in which death occurs.

(d) Delayed Distribution attributable to Code Section 162(m ). Notwithstanding the foregoing, to the extent the Company reasonably anticipates that if a payment were made at the time provided for in this Section 6.2, the Company’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m), it may delay the payment until the Participant’s first taxable year in which the Company reasonably anticipates (or should reasonably anticipate) that if the payment is made during the year, the deduction of such payment will not be barred by the application of Code Section 162(m).

6.3 Early Non-Scheduled Distributions .

A Participant shall be permitted to elect an unplanned Early Distribution from his or her Grandfathered Account Balance prior to the Payment Date, subject to the following restrictions and penalties:

(a) The election to take an Early Distribution shall be made by filing a form provided by and filed with the Committee or, if permitted by the Committee, via voice response, Internet or other approved technology prior to the end of any calendar month. No more than two Early Distributions may be taken by any Participant.

(b) The total amount of the Early Distribution shall be no more than 65% of the Participant’s vested Account balance.

(c) The amount described in subsection (b) above shall be paid in a cash lump sum as soon as practicable after the end of the calendar month in which the Early Distribution election is made.

(d) If a Participant requests an Early Distribution of his or her entire vested Account, the remaining balance of his or her Account (35% of the Account) shall be permanently forfeited and the Company shall have no obligation to the Participant or his or her Beneficiary with respect to such forfeited amount. If a Participant receives an Early Distribution of less than his or her entire vested Account, such Participant shall forfeit 35% of the gross amount to be distributed from the Participant’s Account and the Company shall have no obligation to the Participant or his or her Beneficiary with respect to such forfeited amount.

(e) If a Participant receives an Early Distribution of either all or a part of his or her Account, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year and for the following Plan Year; provided, however, that such individual shall remain a Participant in the Plan with respect to amounts already deferred.

6.4 Hardship Distribution .

(a) A Participant shall be permitted to elect a Hardship Distribution from his or her Compensation Deferral Subaccount, Matching Contribution Subaccount, and any vested Company Discretionary Contribution Subaccounts prior to the Payment Date, subject to the following restrictions:

(1) The election to take a Hardship Distribution shall be made by filing a form provided by and filed with Committee or its delegate prior to the end of any calendar month.

(2) The Committee, or its delegatee, shall have made a determination, in its sole discretion, that the requested distribution constitutes a Hardship Distribution as defined in Section 1.1 of the Plan.

(3) Notwithstanding anything to the contrary, no Hardship Distribution may be made to the extent that such Hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

6.5 Inability to Locate Participant .

In the event that the Committee is unable to locate a Participant or Beneficiary within two years following the required Payment Date, the amount allocated to the Participant’s Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without additional interest or earnings.

ARTICLE VII

ADMINISTRATION

7.1 Committee Action .

The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chairman or any other member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee. Notwithstanding any provision of the Plan to the contrary, in the event of any conflict between the Plan and the Committee’s charter, the Committee’s charter shall govern.

7.2 Powers and Duties of the Committee .

The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not limited to, the following:

(i) To select the funds in accordance with Section 3.2(a) hereof;

(ii) To construe and interpret the terms and provisions of this Plan;

(iii) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(iv) To maintain all records that may be necessary for the administration of the Plan, and to approve all administrative forms and procedures to be used in the establishment and maintenance of Accounts and Subaccounts;

(v) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(vi) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(vii) To appoint a Recordkeeper or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

(viii) To take all actions necessary for the administration of the Plan.

The Committee shall be the named fiduciary and plan adminstrator of the plan for purposes of ERISA.

7.3 Construction and Interpretation .

The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

7.4 Information

To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants, their death or other events which cause termination of their participation in this Plan, and such other pertinent facts as the Committee may require.

7.5 Compensation, Expenses and Indemnity .

(a) The members of the Committee shall serve without additional compensation for their services hereunder.

(b) The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

(c) To the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident of the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

7.6 Filing a Claim . Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).

(a) In General . Notice of a denial of benefits (other than Disability benefits) will be provided within ninety (90) days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The extension will not be more than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision.

(b) Disability Benefits . Notice of denial of Disability benefits will be provided within forty-five (45) days of the Committee’s receipt of the Claimant’s claim for Disability benefits. If the Committee determines that it needs additional time to review the Disability claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial forty-five (45) day period. If the Committee determines that a decision cannot be made within the first extension period due to matters beyond the control of the Committee, the time period for making a determination may be further extended for an additional thirty (30) days. If such an additional extension is necessary, the Committee shall notify the Claimant prior to the expiration of the initial thirty (30) day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Committee expects to furnish a notice of decision, the specific standards on which such entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim and any additional information needed to resolve those issues. A Claimant will be provided a minimum of forty-five (45) days to submit any necessary additional information to the Committee. In the event that a thirty (30) day extension is necessary due to a Claimant’s failure to submit information necessary to decide a claim, the period for furnishing a notice of decision shall be tolled from the date on which the notice of the extension is sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline.

(c) Contents of Notice . If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall (i) cite the pertinent provisions of the Plan document and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. In the case of a complete or partial denial of a Disability benefit claim, the notice shall provide a statement that the Committee will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol, or other similar criterion that was relied upon in making the decision.

7.7 Appeal of Denied Claims . A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.

(a) In General . Appeal of a denied benefits claim (other than a Disability benefits claim) must be filed in writing with the Appeals Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the appeal (or within one hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(b) Disability Benefits . Appeal of a denied Disability benefits claim must be filed in writing with the Appeals Committee no later than one hundred eighty (180) days after receipt of the written notification of such claim denial. The review shall be conducted by the Appeals Committee (exclusive of the person who made the initial adverse decision or such person’s subordinate). In reviewing the appeal, the Appeals Committee shall (i) not afford deference to the initial denial of the claim, (ii) consult a medical professional who has appropriate training and experience in the field of medicine relating to the Claimant’s disability and who was neither consulted as part of the initial denial nor is the subordinate of such individual and (iii) identify the medical or vocational experts whose advice was obtained with respect to the initial benefit denial, without regard to whether the advice was relied upon in making the decision. The Appeals Committee shall make its decision regarding the merits of the denied claim within forty-five (45) days following receipt of the appeal (or within ninety (90) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. Following its review of any additional information submitted by the Claimant, the Appeals Committee shall render a decision on its review of the denied claim.

(c) Contents of Notice . If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA. For the denial of a Disability benefit, the notice will also include a statement that the Appeals Committee will provide, upon request and free of charge, (i) any internal rule, guideline, protocol or other similar criterion relied upon in making the decision, (ii) any medical opinion relied upon to make the decision, and (iii) the required statement under Section 2560.503-1(j)(5)(iii) of the Department of Labor regulations.

(d) Discretion of Appeals Committee . All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.

ARTICLE VIII

MISCELLANEOUS

8.1 Unsecured General Creditor .

Participants and their Beneficiaries, heirs, successors, and assign shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company, including in any Compensation Deferrals made under this Plan. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of ERISA. Notwithstanding the foregoing, the Company may enter into one or more rabbi trusts, in accordance with the provisions of Revenue Procedure 92-64, to assist it and its Business Units in providing benefits under this Plan.

8.2 Restriction Against Assignment .

The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Committee shall direct.

8.3 Withholding .

There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes that are required to be withheld by the Company under applicable federal, state and local laws. The Company shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes.

8.4 Amendment, Modification, Suspension or Termination .

The Committee, with the approval of the Board, may amend, modify, suspend or terminate this portion of the Plan in whole or in part, except to the extent that such power has been expressly reserved otherwise under the terms of this portion of the Plan. No amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts. In the event that this portion of the Plan is terminated, the amounts allocated to a Participant’s Accounts shall be distributed to the Participant or, in the event of his or her death, his or her Beneficiary, in a lump sum within thirty (30) days following the date of termination.

8.5 Governing Law .

This Plan shall be construed, governed and administered in accordance with the laws of the State of Connecticut without regard to the conflicts of law principles thereof.

8.6 Receipt or Release .

Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary as a condition precedent to such payment, to execute a receipt and release to such effect.

8.7 Payments on Behalf of Persons Under Incapacity .

In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company.

8.8 Limitation of Rights and Employment Relationship .

Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving any Participant, or Beneficiary or other person any legal or equitable right against the Company except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

8.9 Adjustments; Assumptions of Obligations .

Restricted Stock Units and deferred Performance Shares, and (iv) any Share limitations imposed under the Plan, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or any Stock Units credited hereunder. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing entity, all Stock Units, deferred Restricted Stock and deferred Performance Shares hereunder shall be assumed by the surviving or continuing entity. In the event of any reorganization in which all of the shares of the Company’s Stock are exchanged for shares of the common stock of another corporation, all Stock Units credited hereunder and all deferred Restricted Stock Units and deferred Performance Shares outstanding on the effective date of the share exchange shall be automatically converted into obligations of the other corporation on identical terms, and the other corporation shall assume this Plan, or if the Committee deems such action appropriate, it may provide for a cash payment to the Participant. The Committee may also make adjustments to Stock Units, and deferred Restricted Stock Units and deferred Performance Shares under this Plan on account of those events set forth in Section 8 of the UIL Holdings Corporation 1999 Amended and Restated Stock Plan.

8.10 Headings .

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

Executed as of the 4th day of August, 2008.

EXHIBIT A

PARTICIPATING BUSINESS UNITS

As of January 1, 2008


Company Name	Date of Participation
The United Illuminating Company (“UI”)		2/1/03

EXHIBIT 99.3

UIL HOLDINGS CORPORATION

DEFERRED COMPENSATION PLAN

NON-GRANDFATHERED BENEFIT PROVISIONS

originally adopted effective January 27, 2003,

as amended and restated effective January 1, 2013

TABLE OF CONTENTS


	Page
INTRODUCTION		1
ARTICLE I - TITLE AND DEFINITIONS		1
1.1 Definitions		1
ARTICLE II - PARTICIPATION		8
2.1 Determination of Eligible Persons		8
2.2 Enrollment; Duration of Participation		8
2.3 Transfers to Non-Participating Related Companies		8
2.4 Amendment of Eligibility Criteria		9
ARTICLE III - DEFERRAL ELECTIONS		9
3.1 Elections to Defer Compensation		9
3.2 Deemed Investment Elections		10
3.3 Elections as to Form and Timing of Payment		12
3.4 Code Section 409A Transition Provisions		13
ARTICLE IV - COMPENSATION DEFERRAL AND COMPANY CONTRIBUTION ACCOUNTS		13
4.1 Compensation Deferral Subaccount		13
4.2 Company Discretionary Contribution Subaccount		14
4.3 Company Matching Contribution Subaccount		14
4.4 Deferred Restricted Stock Account		15
4.5 Deferred Performance Share Account		15
ARTICLE V - VESTING		15
5.1 Vesting		15
5.2 Vesting Upon Death/Change in Control		16
ARTICLE VI - DISTRIBUTIONS		16
6.1 Manner of Payment - Cash vs. Stock		16
6.2 Distribution of Accounts		16
6.3 Hardship Distribution		18
6.4 Inability to Locate Participant		19
6.5 Uninvested Amounts		19
ARTICLE VII - ADMINISTRATION		19
7.1 Committee Action		19
7.2 Powers and Duties of the Committee		19
7.3 Construction and Interpretation		20
7.4 Information		20
7.5 Compensation, Expenses and Indemnity		20
7.6 Filing a Claim		21
7.7 Appeal of Denied Claims		21
ARTICLE VIII - MISCELLANEOUS		23
8.1 Unsecured General Creditor		23
8.2 Restriction Against Assignment		23
8.3 Withholding		23
8.4 Amendment, Modification, Suspension or Termination		23
8.5 Governing Law		24
8.6 Receipt or Release		24
8.7 Payments on Behalf of Persons Under Incapacity		24
8.8 Limitation of Rights and Employment Relationship		24
8.9 Adjustments; Assumptions of Obligations		24
8.10 Headings		25
8.11 Interpretation		25


EXHIBIT A – PARTICIPATING BUSINESS UNITS			26
EXHIBIT B – PROVISIONS APPLICABLE TO GAS COMPANY PRE-2013 DEFERRALS			27
ARTICLE I - INTRODUCTION			28
1.1. Name			28
1.2. Effective Dates			28
1.3. Purpose			28
1.4. Successor Clause			28
ARTICLE II - DEFINITIONS			29
ARTICLE III - PARTICIPATION BY ELIGIBLE EMPLOYEES			31
3.1. Participation			31
3.2. Failure to Designate			31
3.3. Top Hat Plan			31
ARTICLE IV - PARTICIPANT DEFERRALS			32
4.1. Deferral of Compensation			32
4.2. Period for Which Deferral Election is Effective			32
4.3 Newly Eligible Employees			32
ARTICLE V - DISTRIBUTIONS			32
5.1. Distribution Date			32
5.2. Method of Payment			32
5.3. Hardship Distribution			33
5.4. Distributions on Death			33
5.5. Key Employees			34
5.6. Valuation of Distributions			34
ARTICLE VI - ACCOUNTS			34
6.1. Deferred Compensation Account			34
6.2. Crediting of Earnings and Statement of Account			34
6.3. Investment Election			35
6.4. Investment to Facilitate Payment of Benefits			35
ARTICLE VII - FUNDING AND PARTICIPANT’S INTEREST			35
7.1. Selected Employees Plan Unfunded			35
7.2. Participant’s Interest in Plan			35
ARTICLE VIII - ADMINSTRATION AND CLAIMS PROCEDURES			35
ARTICLE IX - AMENDMENT AND TERMINATION			36
9.1 Amendment and Termination			36
ARTICLE X - MISCELLANEOUS PROVISIONS			36
10.1. Right of Employer to Take Employment Actions			36

10.2. Alienation or Assignment of Benefits			36

10.3. Right to Withhold			36

10.4. Construction			36

10.5. Headings			37

10.6. Number and Gender			37

10.7 Interpretation			37

UIL HOLDINGS CORPORATION

DEFERRED COMPENSATION PLAN

NON-GRANDFATHERED BENEFIT PROVISIONS

INTRODUCTION

Effective as of February 1, 2003, UIL Holdings Corporation (the “Company”) established the UIL Holdings Corporation Deferred Compensation Plan to provide a select group of its senior management and the senior management of its selected Business Units with the opportunity to accumulate capital by deferring compensation on a pre-tax basis, and to provide the Company and its Business Units with a method of rewarding and retaining top executives and managerial employees. The Plan also permits those eligible executive employees whose matching allocations under applicable qualified defined contribution plans of the Company or one of its Affiliates (such as the United Illuminating Company 401(k)/Employee Stock Ownership Plan (“UI KSOP”)) would be limited by virtue of their Compensation Deferrals under this Plan to make up for such limitations with certain supplemental benefits, and provides non-Employee Directors of the Company with a means to defer receipt of certain shares of Restricted Stock and Performance Share awards.

The terms of the Plan as set forth in this Plan document apply solely with respect to deferrals made pursuant to the terms of the Plan on and after January 1, 2005, and with respect to deferrals made pursuant to the terms of the Plan before January 1, 2005, that vest on or after January 1, 2005. With respect to deferrals made and vested pursuant to the terms of the Plan prior to January 1, 2005, the terms of the Plan are as described in the separate Plan document relating to “Grandfathered Benefits.” This amended and restated Plan document is effective on and after January 1, 2013. With respect to amounts subject to this Plan document, this Plan document supersedes the prior UIL Holdings Corporation Deferred Compensation Plan Non-Grandfathered Benefit Provisions document (as amended from time to time).

Effective as of January 1, 2013, the UIL Holdings Corporation Deferred Compensation Plan for Selected Employees (the “Selected Employees Plan”) is merged into the Plan. Provisions relating to deferral and payment elections made with respect to compensation earned prior to January 1, 2013, pursuant to the terms of the Selected Employees Plan are found in Exhibit B to this Plan document.

ARTICLE I

TITLE AND DEFINITIONS

1.1 Definitions .

Capitalized terms used in this Plan, shall have the meanings specified below.

“ Account ” or “ Accounts ” shall mean a Participant’s Non-Grandfathered Amounts under this Plan, including all subaccounts as are specifically authorized for inclusion in this portion of the Plan.

“ Affiliate ” shall mean any corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

“ Base Salary ” shall mean an Eligible Employee’s annual base salary, excluding commissions, incentive and all other remuneration for services rendered to the Company, but prior to reduction for any salary contributions to a plan established pursuant to Sections 125 or 132(f) of the Code or qualified pursuant to Section 401(k) of the Code.

“ Beneficiary ” or “ Beneficiaries ” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death. No beneficiary designation shall become effective until it is filed with the Committee (or the Recordkeeper). Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee (or the Recordkeeper) with or without the consent of the previous Beneficiary, provided, however, that no designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid to such minor’s legal guardian duly appointed and currently acting to hold the funds for such minor. If no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by the Company pursuant to any unrevoked Beneficiary designation, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of the Company.

“ Board of Directors ” or “ Board ” shall mean the Board of Directors of UIL Holdings Corporation.

“ Business Unit ” means any subsidiary of the Company which has adopted the Plan. Business Units shall be listed on Exhibit A to the Plan.

A “ Change in Control ” of the Company or any Business Unit (an “Employing Company”) occurs on the date on which any of the following events occur: a change in the ownership of the Employing Company; a change in the effective control of the Employing Company; and a change in the ownership of a substantial portion of the assets of the Employing Company.

For purposes of this definition:

(i)

(ii)

(iii) A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Employing Company, acquires assets from the Employing Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Employing Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

In determining whether a person or group has acquired a percentage of stock, stock of the Company held pursuant to the terms of an employee benefit plan of the Company or any subsidiary thereof in a suspense account or otherwise unallocated to a participant’s account shall be disregarded to the extent that expressing the applicable percentage as a fraction, such shares shall not be included in the numerator, but such shares will be included in the denominator.

The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Committee ” shall mean the Compensation and Executive Development Committee of the Board (or such other committee as shall be designated by the Board), or its delegate.

“ Company ” shall mean UIL Holdings Corporation, a Connecticut corporation.

“ Company Discretionary Contribution Subaccount ” shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to (i) the Company Discretionary Contribution Amount, if any, paid by the Company, and (ii) net earnings and losses attributable thereto.

“ Company Matching Contribution ” shall mean such matching contributions, if any, made by the Company with respect to a Participant, in order to make up for the loss of a matching contribution under an applicable qualified defined contribution plan of the Company or one of its Affiliates resulting from the Participant’s Compensation Deferrals under this Plan.

“ Company Matching Contribution Subaccount ” shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to (i) the Company Matching Contribution Amount, , if any, plus (ii) net earnings and losses attributable thereto.

“ Compensation ” shall mean, in the case of all Eligible Employees, Base Salary, increases in Base Salary received during the Plan Year, incentive awards, deferrals of compensation in excess of the amount deductible under Section 162(m) of the Code, and any other compensation permitted by the Committee to be deferred.

“ Compensation Deferrals ” shall mean the Compensation deferred by a Participant pursuant to Section 3.1 of this Plan.

“ Designated Individuals ” shall mean those Eligible Employees and Eligible Directors designated as eligible to defer Restricted Stock Awards and/or Performance Shares Awards.

“ Disability ” or “ Disabled ” shall mean that the Participant is, by reason of any medically-determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. The Committee shall determine whether a Participant is Disabled in accordance with Code Section 409A and related regulations, provided, however, that a Participant shall be deemed to be Disabled if determined to be totally disabled by the Social Security Administration or if the Participant becomes eligible for disability benefits under the Company’s long-term disability plan.

“ Distributable Amount ” shall mean the vested balance in the Participant’s Accounts subject to distribution in a given Plan Year.

“ Effective Date ” of this amended and restated Plan document means January 1, 2013. The original effective date of the Plan was February 1, 2003.

“ Election Period ” shall mean the time period provided to elect to defer Compensation under the Plan, as provided in Section 3.1.

“Eligible Director” shall mean each non-Employee Director of the Company who is eligible to participate in the Plan, as determined in Section 2.1.

“ Eligible Employee ” shall mean each Employee of the Company or a participating Business Unit who is eligible to participate in the Plan, as determined in Section 2.1.

“ Eligible Person ” shall mean each Eligible Employee or Eligible Director of the Company or a participating Business Unit, to the extent that such individual is eligible to participate in the Plan, as determined in Section 2.1.

“ Employer ” shall mean the Company and its Affiliates.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Fund ” or “ Funds ” shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.2.

“ Hardship Distribution ” shall mean a distribution made on account of an Unforeseeable Emergency as defined for purposes of Code Section 409A, including Treasury Regulation Section 1.409A-3(i)(3). Generally, this means a severe financial hardship of the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her spouse, beneficiary or dependent, loss of a Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

“ Investment Rate ” shall mean, for each Fund, an amount equal to the closing price of such Fund during each business day, recorded for internal reporting to the Company on a monthly basis and reported to Participants on a calendar quarterly basis. Notwithstanding the foregoing, on and after January 1, 2009, the Investment Rate for the Company Stock Fund shall be determined based on the average of the high and low price of the Stock for the given date.

“ Non-Grandfathered Amount ” means any amount deferred under the Plan which is not a Grandfathered Amount. A “Grandfathered Amount” means the vested Account Balances of Plan Participants determined as of December 31, 2004, together with actual or notional earnings thereon accruing after December 31, 2004. Non-Grandfathered Amounts shall be subject to the requirements of Code Section 409A and the terms of this Plan document. Grandfathered Amounts shall be subject to the terms of the Plan document entitled “UIL Holdings Corporation Deferred Compensation Plan Grandfathered Benefit Provisions.”

“ Participant ” shall mean any Eligible Person who becomes a Participant in this Plan in accordance with Article II.

“ Payment Date ” shall mean the date for payment of Distributable Amounts, as provided in Article VI.

“ Performance Share Award ” or “Performance Share” shall mean a long-term incentive performance share award which, if deferred under this Plan, is credited in Stock Units when such Performance Share is vested at the end of the performance period, and which is settled in shares of Company Stock that may be drawn from this Plan, the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan or any other stock plan of the Company which allows for awards to be deferred pursuant to the terms of this Plan, to the extent permitted under the terms of said plans.

“ Plan ” shall mean the UIL Holdings Corporation Deferred Compensation Plan. The terms of the Plan are reflected in this document entitled “UIL Holdings Corporation Deferred Compensation Plan – Non-Grandfathered Benefit Provisions” and the document entitled “UIL Holdings Corporation Deferred Compensation Plan – Grandfathered Benefit Provisions.”

“ Plan Year ” shall mean January 1 to December 31 of each year.

“ Recordkeeper ” shall mean the administrator appointed by the Committee from time to time.

“ Restricted Stock ” shall mean shares of Stock issued under the Restricted Stock feature of the UIL Holdings Corporation 2008 Amended and Restated Stock Plan, the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan or any other stock plan of the Company, which shares are subject to forfeiture based on non-compliance with certain enumerated criteria.

“ Restricted Stock Award ” shall mean any award of Restricted Stock which, if deferred under this Plan, shall be credited as Restricted Stock Units, and which is settled in shares of Company Stock that may be drawn from this Plan, the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan or any other stock plan of the Company which allows for awards to be deferred pursuant to the terms of this Plan, to the extent permitted under the terms of said plans.

“ Retirement ” shall mean termination of service after the Participant has satisfied the age and service requirements for early retirement under the terms of The United Illuminating Company Pension Plan.

“ Separation from Service ” shall mean a Separation from Service within the meaning of Code Section 409A and related regulations. The Committee will determine, in accordance with Code Section 409A, whether a Separation from Service has occurred.

(i) An Employee incurs a Separation from Service upon termination of employment with the Employer. Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence.

(ii) An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of the six-month anniversary of the commencement of the leave or the expiration of the Employee’s right, if any, to reemployment under statute or contract.

(iii)

For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined above, except that for purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least 50% shall be determinative.

(iv)

Generally, a Director incurs a Separation from Service upon termination of service as a Director of the Company.

(v)

The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A.

“ Specified Employee ” means a Specified Employee as defined for purposes of Code Section 409A and related regulations. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. An Employee is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire 12-month period beginning on the Specified Employee Effective Date. In the event of corporate transactions described in Treasury Regulation Section 1.409A-1(i)(6), the identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Committee elects to utilize the available alternative methodology through designations made within the timeframes specified therein. For purposes of this definition, Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date, or such earlier date as is selected by the Committee; and Specified Employee Identification Date means December 31, unless the Committee has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company.

“ Stock ” shall mean common stock of UIL Holdings Corporation, or any successor to UIL Holdings Corporation.

“ Stock Fund ” or “ Company Stock Fund ” shall mean the deemed, unitized, investment Fund established to record (i) Participants’ deemed investments in Stock Units, (ii) Designated Individuals’ deferrals of Restricted Stock in Stock Units, (iii) Company Matching Contributions invested in Stock Units, (iv) Stock Units credited to Participants’ Accounts upon the vesting of deferred Performance Shares, and (v) Dividend Equivalents deemed reinvested in Stock Units. The Company has reserved 83,333 (post-split) shares of Company Stock for deemed investment in this Plan. Such Stock Units shall be settled in Shares of Company Stock that may be drawn from this Plan, the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan or any other stock plan of the Company which allows for awards to be deferred pursuant to the terms of this Plan, to the extent permitted under the terms of said plans.

“ Stock Unit Subaccount ” shall mean the bookkeeping account maintained by the Committee on behalf of each Participant who is credited with Stock Units and, as applicable, Dividend Equivalents, resulting from Compensation Deferrals, Company Matching Contributions deemed invested in Stock Units, deferred Restricted Stock Units and deferred Performance Shares.

“ Unforeseeable Emergency ” shall mean the circumstances under which a Hardship Distribution may be made.

ARTICLE II

PARTICIPATION

2.1 Determination of Eligible Persons .

All officers of the Company and its Business Units who have been selected by the Committee shall be eligible to participate in this Plan. Any other key management or highly compensated Employee from time to time designated by the Committee to be eligible to participate shall also be considered an Eligible Employee under the Plan.

Non-Employee Directors of the Company and its Participating Business Units shall be eligible to participate in that portion of the Plan permitting deferral of Restricted Stock and Performance Shares. Such Directors shall be eligible to participate prospectively in that portion of the Plan permitting elective deferrals of Compensation and other features of the Plan, to the extent that they are made applicable to Directors through subsequent Plan amendment. A Director shall be deemed an Eligible Person with respect to elective deferrals of Compensation (including fees and retainers) and other features of the Plan at such time as such provisions are made applicable to the Directors.

Notwithstanding the foregoing, this portion of the Plan applies only to Eligible Employees and Directors who are Eligible Persons on or after January 1, 2005, and only Non-Grandfathered Amounts shall be subject to the terms of this Plan document. In addition, this amended and restated Plan document is effective on and after January 1, 2013.

2.2 Enrollment; Duration of Participation .

An Eligible Person shall become a Participant in the Plan by filing a Deferral Election in accordance with Section 3.1 during an Election Period, in accordance with such procedures as may be established from time to time by the Committee. An individual who, at any time, ceases to be an Eligible Person as determined in the discretion of the Committee shall not be permitted to enter into future Deferral Elections, and no such Deferral Elections will be allowed until such time as the individual again becomes an Eligible Person; expressly provided, however, that nothing herein shall prohibit the Company from giving effect to any previously filed Deferral Election that was timely made. An individual shall remain a Participant in the Plan with respect to amounts already deferred that have not yet been distributed or forfeited.

2.3 Transfers to Non-Participating Related Companies .

An Eligible Employee who becomes employed by an Affiliate which is not a participating Business Unit, shall no longer be eligible to make any future deferral elections under the Plan. However, such individual shall remain a participant in the Plan with respect to amounts already deferred and deferral elections that became irrevocable prior to the date of transfer.

2.4 Amendment of Eligibility Criteria .

The Committee may change the criteria for eligibility on a prospective basis.

ARTICLE III

DEFERRAL ELECTIONS

3.1 Elections to Defer Compensation .

(a) Election to Defer . Subject to the provisions of Article II and this Article III, each Eligible Employee may elect to defer Compensation earned for services after the Election Period ends, by filing an election with the Recordkeeper (a “Deferral Election”) that conforms to the requirements of this Section 3.1 either via the internet or mail, on a form provided by the Recordkeeper, by no later than the last day of the Election Period. Except as expressly provided in (b), (c) or (d) below, an Eligible Person may elect to defer Compensation by an election filed by December 20th (or such later date as determined by the Committee, but in no event later than December 31st) of the year preceding the year in which the services are to be performed and the Compensation earned. Deferral elections shall become irrevocable as of the last day of the Election Period and shall remain irrevocable for any subsequent Plan Year to which such Deferral Election relates, except as otherwise expressly provided in the Plan. Except as otherwise determined by the Committee, Deferral Elections will continue in effect from Plan Year to Plan Year, unless decreased, increased, or terminated during an Election Period with respect to a subsequent Plan Year.

(b) First Year of Eligibility . If permitted by the Committee, an Eligible Person shall have a 30 day Election Period beginning as of the date the Eligible Person becomes eligible to participate in the Plan in which to file an initial Deferral Election, provided that the Eligible Person has not participated in any other account balance nonqualified deferred compensation plan maintained by the Company. Any such Deferral Election shall only be effective with respect to Compensation earned for services to be rendered after the Deferral Election is made. The amount of annual incentive Compensation that is subject to a first year Deferral Election must be pro-rated in accordance with Treasury Regulation Section 1.409A-2(a)(7)(i).

(c) Deferral of Performance Share Awards . If permitted by the Committee, the Election Period with respect to the deferral by a Designated Individual of some portion or all of a Performance Share Award shall be any period designated by the Committee, which ends no later than 6 months prior to the end of the performance period related to such Performance Share Award (12 months in the case of Deferral Elections filed prior to January 1, 2007), provided that in no event may an election to defer Performance Shares be made (i) if the performance period is not at least 12 consecutive months in duration, or (ii) after such compensation has become both substantially certain to be paid and readily ascertainable (both as defined in Treasury Regulation Section 1.409A-2(a)(8)). In addition, the Designated Individual must have provided services continuously from the later of the beginning of the performance period or the date the performance criteria are established, through the date that the Deferral Election is filed. All deferrals of Performance Shares shall be credited as, and invested only in, Stock Units, without voting rights or any property right.

(d) Deferral of Restricted Stock Units . The Election Period with respect to deferral by a Designated Individual of some portion or all of a Restricted Stock Unit Award shall end on December 20th (or such later date as determined by the Committee, but in no event later than December 31st) of the year prior to the year in which such Award is granted, and which shall be deemed effective contemporaneously with the granting of such Award with respect to any Restricted Stock Unit vesting at least one year after such Election. Notwithstanding the foregoing, with respect to deferrals of Restricted Stock Unit Awards made in 2006 and later, if permitted by the Committee the Election Period with respect to the deferral by a Designated Individual of some portion or all of a Restricted Stock Unit Award shall be a date that ends no later than the thirtieth day following the date of the grant, provided that the Deferral Election is made at least 12 months in advance of the earliest vesting date applicable to such award and subject to such other requirements as set forth in Treasury Regulations Section 1.409A-2(a)(5). Notwithstanding anything to the contrary, any deferral of Restricted Stock shall be deemed to be a rejection of the Restricted Stock Award and a simultaneous award of Restricted Stock Units, all effective as of the date of such Award. All deferrals of Restricted Stock Units shall be credited as, and invested only in, Stock Units, without voting rights or any property right.

(e) Deferral Amounts . Subject to the provisions of this Section 3.1 with respect to each Plan Year, an Eligible Employee may defer, in either whole percentages or a flat dollar amount, up to 85% of annual Base Salary and up to 100% of increases in Base Salary that become effective during the year following the year in which the Deferral Election is made; and up to 100% of incentive awards (including Performance Share Awards and Restricted Stock Unit Awards). Notwithstanding the foregoing, the total amount deferred shall be limited, as necessary, to satisfy income tax and Social Security Tax (including Medicare) withholding obligations, and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee. The minimum contribution that must be made in any Plan Year by an Eligible Employee shall not be less than $5,000, which may be satisfied from any deferral source (e.g., Base Salary, annual incentive, etc.).

3.2 Deemed Investment Elections .

(a) With Respect to Compensation Deferrals . Except as otherwise provided in this Section 3.2, at the time of making a Deferral Election, the Participant shall designate, on a form provided by the Recordkeeper, or, if allowed by the Committee, via voice response, internet or other technology, the types of investment Funds (selected and made available by the Committee), in which the Participant’s Compensation Deferral Subaccount will be deemed to be invested for purposes of determining the amount of net earnings or losses to be credited to that Subaccount. In making the designation pursuant to this Section 3.2, the Participant may specify that all, or any portion, of his or her Compensation Deferral Subaccount be deemed to be invested, in whole percentage increments, in one or more of the types of investment Funds provided under the Plan, as communicated from time to time by the Committee.

A Participant’s Compensation Deferral will be deemed invested in the Money Market investment Fund (i) if a Participant fails to make a deemed investment election under this Section 3.2, or (ii) pending the establishment of a full array of deemed investment options by the Committee, or (iii) pending the effective date of the deemed investment in the Company Stock Fund as provided in Section 3.2(e).

(b) With Respect to Deferrals of Restricted Stock Awards and Performance Share Awards . As of the date Restricted Stock would be payable to the Participant in the absence of a Deferral Election made pursuant to Section 3.1,, a Participant’s Stock Unit Subaccount shall be credited with the number of Stock Units that would be payable to the Participant in settlement of the Restricted Stock absent such Deferral Election. As of the date that Performance Shares would be payable to the Participant in the absence of a Deferral Election made pursuant to Section 3.1, the Participant’s Stock Unit Subaccount shall be credited with a number of Stock Units equivalent in value to the number of Shares that would be payable to the Participant in settlement of the Performance Share Award absent such Deferral Election.

(c) With Respect to Company Contribution Subaccounts . Contributions to a Participant’s Company Discretionary Contributions Subaccount, if any, shall be deemed invested, and valued, in the same manner and proportion as the Participant’s Compensation Deferral Subaccount under the Plan, unless otherwise determined by the Company. Contributions to a Participant’s Company Matching Contribution Subaccount, if any, shall be deemed invested in the Company Stock Fund. Notwithstanding the foregoing, on and after January 1, 2009, for all purposes under the Plan, Stock Units and the Company Stock Fund shall be valued based on the average of the high and low price of the Company Stock for the business day on which a given transaction or investment is deemed made.

(d) Deemed Investments Will Be Valued Daily . Except as otherwise provided in Subsection 3.2(e) with respect to deemed investments in the Company Stock Fund, a deemed investment direction, or change in deemed investment direction, shall be processed based on the closing values for the date received, if such direction is received by the Recordkeeper by the designated time (currently, 4 p.m. Eastern Time). Otherwise, such direction shall be processed based on the closing values of the particular investment Funds on the next business day on which the markets are open. The net gain or loss of each deemed investment Fund (the “Investment Rate”) shall be recorded monthly, and reported quarterly as provided in (g), below. Except as provided in Section 6.4, below, a Participant’s Account shall be credited with earnings (and losses) until all amounts credited to such Account have been distributed or forfeited.

(e) Company Stock Fund . Except as provided in Subsection 3.2(b), above, a deemed investment in the Company Stock Fund shall be deemed to be a direction to invest in the Money Market Investment Fund pending the end of the quarter, and shall be credited with the rate of return of such deemed investment in the Money Market Investment Fund, with the direction to invest in the Company Stock Fund to be effective as of the third business day following the end of the quarter in which such direction is received, based on the closing price of the Company Stock Fund as of the end of the business day on which such investment is deemed acquired. Except as provided in Subsection 3.2(b), above, deemed purchases in the Company Stock Fund shall be made on a non-calendar quarter basis, beginning with the third business day following the non-calendar quarter ending with the month of February, and continuing quarterly thereafter. Once the investment in the Company Stock Fund is effective, a Participant may not re-direct such investment back into other deemed investment Funds available under the Plan.

(f) Committee Discretion Concerning Deemed Investment Designations . Although the Participant may designate deemed investments for his Compensation Deferrals, the Committee shall not be bound by such designation. The Committee shall have no obligation to actually make any hypothetical investment, but may do so if it chooses. If a hypothetical investment is actually made by the Committee, then for the period the investment is held, the timing of actual investment changes and the actual value of investments, less actual costs, fees and expenses incurred, shall be used to measure investment return of the deemed investment under this Plan. The Committee shall select from time to time, in its sole and absolute discretion, investment funds and shall communicate the same to the Recordkeeper.

(g) Quarterly Reports . The Investment Rate of each such deemed investment fund shall be used to determine the amount of earnings or losses to be credited to all of Participants’ Subaccounts under Article IV, and shall be reported on a calendar quarterly basis to Participants.

(h) Administration and Costs . The Committee in its discretion shall establish reasonable and uniform rules applicable to all Participants for hypothetical investments under the Plan, which rules shall include, but not be limited to, rules governing the frequency of permitted changes in hypothetical investments and the effective date of such changes. All direct costs, management fees and other expenses that would have been incurred if a hypothetical investment or change in investment had actually been made shall be charged against a Participant’s Account, unless otherwise determined by the Committee.

3.3 Elections as to Form and Timing of Payment .

(a) At the same time that the Participant makes the Deferral Elections described in Section 3.1, the Participant shall elect, on a form provided by the Recordkeeper:

(i)

to receive his or her Compensation Deferral Account, deferred Restricted Stock Account, deferred Performance Share Account, and any Company Contributions made with respect to such Plan Year either (A) commencing upon his or her Separation from Service (due to Retirement, death, Disability, or voluntary or involuntary termination) or (B) at a specified future date while the Participant remains employed (a “Scheduled In-Service Withdrawal Date”), and

(ii)

the payment method in which such amounts (and hypothetical net earnings thereon) shall be distributed from among the forms of benefit payment available under Section 6.2.

(b) The Participant may, but is not required to, elect to subject each Plan Year’s Compensation Deferrals and earnings thereon to a separate distribution schedule.

(c) Except as otherwise provided by the Committee, each election as to the timing and form of payment shall carry forward from year to year, unless modified by the Participant by means of filing a subsequent election in accordance with Section 3.3(d). Elections as to time and form of payment are irrevocable as of the end of the related Deferral Election Period (as provided in Section 3.1) except as provided in Section 3.3(d). Timing and form of payment elections applicable to Company contributions shall become irrevocable in accordance with the timing rules applicable to Compensation Deferral Elections (as provided in Section 3.1(a)). To the extent that a Participant does not file an election as to form and timing of payment with respect to Compensation Deferrals, Deferrals of Restricted Stock, Deferrals of Performance Shares, and Company Contributions for a Plan Year, the deemed distribution election automatically shall be a lump sum paid upon the Participant’s Separation from Service.

(d) Subsequent Elections as to Timing and Form of Payment . A Participant may change an election as to the timing or form of payment of Non-Grandfathered Amounts in the Participant’s Account by filing a subsequent written distribution election, provided, however, that with respect to such Non-Grandfathered Amounts:

(i)

such subsequent election is consistent with one of the forms of benefit payment provided in Section 6.2 (i.e., a permitted installment form or a lump sum);

(ii)

such subsequent election does not take effect until at least 12 months after the date on which the subsequent election is made;

(iii)

in the case of an election relating to a payment other than on account of death, Disability or the occurrence of an Unforeseeable Emergency, the first payment with respect to which such election is made is deferred for a period of not fewer than five (5) years from the date that payment would otherwise have been made or commenced; and

(iv)

with respect to any election relating to a distribution to be made (or to commence) as of a specified time or fixed schedule (as defined in Code Section 409(a)(2)(A))(iv)), the subsequent election is made not fewer than 12 months prior to the date of the first scheduled payment.

No change of election shall permit the acceleration or delay of the time or schedule of any payment under the Plan, except as may be provided by regulation or other guidance issued pursuant to Code Section 409A(a)(3) (including, without limitation, Treasury Regulation Section 1.409A-3(j)(4)).

3.4 Code Section 409A Transition Provisions .

(a) Grandfathering Pre-2005 Accruals; Time and Form of Payment . The vested Account Balances of Plan Participants determined as of December 31, 2004, together with actual or notional earnings thereon accruing after December 31, 2004 (the “Grandfathered Amount”) shall be subject to the provisions of the Plan and tax law in effect immediately prior to the enactment of Section 409A of the Internal Revenue Code (i.e., as of October 3, 2004), including without limitation requirements as to election of the timing and form of payment; expressly provided, however that the Grandfathered Amounts shall be so grandfathered only to the extent that the Plan terms governing such Amounts are not materially modified after October 3, 2004. Grandfathered Amounts shall be subject to the terms of the Plan document entitled “UIL Holdings Corporation Deferred Compensation Plan Grandfathered Benefit Provisions,” and not this Plan document.

(b) Non-Grandfathered Amounts . That portion of a Participant’s Account Balance attributable to Deferral Elections and/or Company contributions made with respect to the 2005 Plan Year and thereafter, and amounts subject to earlier Deferral Elections that did not vest prior to January 1, 2005, together with actual or notional earnings thereon, are a Participant’s Non-Grandfathered Amounts. Non-Grandfathered Amounts are subject to the provisions of Code Section 409A and guidance issued thereunder, and the terms of this Plan document. Non-Grandfathered Amounts shall be subject to the terms of the applicable Plan document entitled “UIL Holdings Corporation Deferred Compensation Plan Non-Grandfathered Benefit Provisions.”

ARTICLE IV

COMPENSATION DEFERRAL AND COMPANY CONTRIBUTION ACCOUNTS

4.1 Compensation Deferral Subaccount .

The Recordkeeper shall establish and maintain a Compensation Deferral Subaccount for each Participant under the Plan. Each Participant’s Compensation Deferral Subaccount shall be further divided into separate Subaccounts (“Investment Fund Subaccounts”), each of which corresponds to an investment Fund elected by the Participant pursuant to Section 3.2. A Participant’s Compensation Deferral Subaccount shall be credited as follows:

4.2 Company Discretionary Contribution Subaccount .

With approval of the Board, the Company or any Business Unit may from time to time make Discretionary Contributions to the Accounts of Participants or selected Participants, and, if it so decides, may impose a vesting schedule on such Contributions. In the event that the Company or any Business Unit determines to make such a contribution, the Recordkeeper shall establish and maintain a Company Discretionary Contribution Subaccount for each Participant under the Plan. Each Participant’s Company Discretionary Contribution Subaccount shall be further divided into separate Subaccounts, each of which corresponds to a Fund elected by the Participant pursuant to Section 3.2. A Participant’s Company Discretionary Contribution Subaccount shall be credited as follows:

(b) Such Subaccount shall be deemed invested, and valued, in the same manner and proportion as the Participant’s other Account balances under the Plan, unless otherwise determined by the Company.

4.3 Company Matching Contribution Subaccount .

(a) In the event that the Committee determines that a Participant is unable with respect to a calendar year to receive the maximum matching allocation in an applicable qualified defined contribution plan of the Company or one of its Affiliates due to the Compensation Deferrals made by the Participant to this Plan, the Company shall make a supplemental Company Matching Contribution in the amount of such shortfall to this Plan as soon as administratively feasible following the end of such calendar year.

4.4 Deferred Restricted Stock Account .

(a) The Recordkeeper shall maintain a Restricted Stock Unit Subaccount for each Designated Individual to record the number of Restricted Stock Units to be credited to such Designated Individual as of the date that such Stock Units vest. The Recordkeeper shall also maintain records of Deferral Elections relating to Restricted Stock Units that have not yet vested.

(d) Until such time as such Subaccounts are actually paid in Stock to the Designated Individual, the Designated Individual shall have no voting rights associated with such Subaccounts.

4.5 Deferred Performance Share Account .

(a) The Recordkeeper shall maintain a Stock Unit Subaccount for each Designated Individual to record the number of Stock Units to be credited to such Designated Individual as of the date that any Performance Shares would otherwise be payable to the Participant upon vesting thereof in the absence of a deferral election made pursuant to Section 3.1.

(b) The number of Stock Units to be credited shall be equivalent in value to the number of shares of Stock that would have been payable to the Participant in settlement of the Performance Share Award absent his deferral election.

(c) The Designated Individual’s Performance Share Subaccount shall not be credited with Dividend Equivalents; expressly provided however, that with respect to Stock Units credited to a Participant’s account in respect of Performance Shares that vest on or after December 31, 2006, such Stock Units shall be credited with Dividend Equivalents from, and after, the date of vesting of such Performance Shares.

(d) Until such time as such Performance Share Subaccounts are actually paid in Stock to the Designated Individual, the Designated Individual shall have no voting rights associated with such Performance Share Subaccounts.

ARTICLE V

VESTING

5.1 Vesting .

5.2 Vesting Upon Death/Change in Control .

Upon death of a Participant, or in the event of a Change in Control, the Participant shall be 100% vested in any Company Discretionary Contribution Subaccount.

ARTICLE VI

DISTRIBUTIONS

6.1 Manner of Payment—Cash vs. Stock .

Distributions shall be made in cash, except to the extent that a Participant’s Subaccounts are deemed invested in the Company Stock Fund. Distributions of Company Stock Fund Subaccounts shall be paid in shares of Company Stock, except to the extent that the Committee determines some portion of such Subaccount must be paid in cash due to limitations contained in the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan (or any other stock plan of the Company which allows for awards to be deferred pursuant to the terms of this Plan). All fractional shares in a Company Stock Fund Subaccount shall be paid in cash.

6.2 Distribution of Accounts .

Distribution of Non-Grandfathered Amounts shall be made only in the event of a Participant’s Separation from Service (including on account of Retirement, death or Disability), or on account of a Scheduled In-Service Withdrawal Date. Benefits will be paid (or commence to be paid) as of the Participant’s Payment Date.

(a) Distribution Due to Separation from Service .

(1) De Minimis Account Balances . Subject to Section 6.2(a)(6), in the case of a Participant who has a Separation from Service (other than on account of death) and who has a total Account balance of $10,000 or less, the Amount shall be paid to the Participant in a lump sum distribution within 60 days of the Participant’s Separation from Service Date, provided that in no event shall the Participant have a right to designate the date or taxable year of the payment.

(2) Distribution of Accounts over $10,000 . Subject to Section 6.2(a)(6), in the case of a Participant who has a Separation from Service (other than on account of death) and who has a total Account balance of more than $10,000, the Distributable Amount shall be paid to the Participant in a single lump sum distribution as of the first day of the first calendar quarter following the calendar quarter in which the Participant has a Separation from Service, unless the Participant has made a timely election, in accordance with the provisions of Section 3.3, to receive payments in one of the optional installment forms set forth in Section 6.2(a)(3).

(3) Election of Payment Form . In accordance with Section 3.3, a Participant may elect to have Distributable Amounts distributed either in a single lump sum or in one of the following installment forms. The installment forms that are available are:

(i)

annual installments over five (5) years, beginning on the Participant’s Payment Date;

(ii)

annual installments over ten (10) years, beginning on the Participant’s Payment Date;

(iii)

annual installments over fifteen (15) years, beginning on the Participant’s Payment Date.

Notwithstanding the foregoing, in the event a Participant has a Separation from Service (other than on account of death) within 24 months after a Change in Control, the Distributable Amount shall be paid to the Participant in a single lump sum distribution as of the first day of the first calendar quarter following the calendar quarter in which the Participant’s Separation from Service occurs, subject to Section 6.2(a)(6).

(4) Commencement of Distributions . Except with respect to de minimis Account balances, as provided in Section 6.2(a)(1) and subject to Section 6.2(a)(6), all installment payments and lump sum distributions shall commence to be paid, or be paid on the first day of the first calendar quarter following the calendar quarter in which the Participant Separates from Service.

(5) Modification of Election of Form of Payment . A Participant may change his or her election as to the timing and payment of Non-Grandfathered Amounts only in accordance with the provisions of Section 3.3(d) on subsequent elections and Section 3.4.

(6) Delay in Distribution for Specified Employees . Notwithstanding the foregoing, at any time the Company is publicly traded on an established securities market (as defined for purposes of Code Section 409A) and a distribution is to be made to a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)) on account of a Separation from Service, other than on account of death, no distribution shall be made to the Specified Employee before the date which is six months after the date of the Specified Employee’s Separation from Service or, if earlier, the date of death of the Specified Employee (the “Distribution Restriction Period”), and the Specified Employee’s Payment Date shall be the first day of the first calendar quarter beginning on or after the end of the Distribution Restriction Period.

(b) Distribution With a Scheduled In-Service Withdrawal Date .

(3) A Participant may elect to extend the Scheduled In-Service Withdrawal Date for any Plan Year, provided such election otherwise complies with the requirements of Section 3.3(d) on “subsequent elections.” The Participant may modify any Scheduled In-Service Withdrawal Date in the manner set forth above, no more than two (2) times.

(5) Lump sum distributions will be paid in February of the year specified on the Participant’s election of a Scheduled In-Service Withdrawal Date.

(6) If a Participant has a Separation from Service prior to his or her Scheduled In-Service Withdrawal Date, any amounts subject to such Scheduled In-Service Withdrawal Date will instead be distributed in the form of a lump sum. Such lump sum distribution will be paid on the first day of the calendar quarter beginning on or after the Separation from Service, subject to the provisions of Section 6.2(a)(6) concerning distributions to a Specified Employee upon a Separation from Service.

(c) Death of a Participant . In the case of the death of a Participant while in the service of the Company or an Affiliate, the Participant’s entire vested Account balance shall be distributed to the Participant’s Beneficiary in a lump sum on the first day of the calendar quarter beginning after the death occurs. In the event a Participant dies while receiving installment payments, the remaining installments shall be paid to the Participant’s Beneficiary in a lump sum on the first day of the calendar quarter beginning after the death occurs.

(d) Delayed Payment Date Attributable to Impracticability of Calculation . In accordance with Treasury Regulation Section 1.409A-3(d), if as of a Payment Date, calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or the Participant’s Beneficiary), payment shall be made during the first taxable year of the Participant (or Beneficiary) in which the calculation of the amount of the payment is administratively practicable.

(e) Delayed Distribution Attributable to Code Section 162(m ). Notwithstanding the foregoing, to the extent the Company reasonably anticipates that if a payment were made at the time provided for in this Section 6.2, the Company’s deduction with respect to such payment would not be permitted due to the application of Code Section 162(m), it may delay the payment until the Participant’s first taxable year in which the Company reasonably anticipates (or should reasonably anticipate) that if the payment is made during the year, the deduction of such payment will not be barred by the application of Code Section 162(m). This Section 6.2(f) shall be administered in accordance with Treasury Regulation Section 1.409A-2(b)(7)(i).

6.3 Hardship Distribution .

(a) In the event of an Unforeseeable Emergency, a Participant shall be permitted to elect a Hardship Distribution from his or her Compensation Deferral Subaccount, Matching Contribution Subaccount, and any vested Company Discretionary Contribution Subaccounts prior to the Payment Date, subject to the following restrictions:

(1) The election to take a Hardship Distribution shall be made by filing a form provided by and filed with Committee or its delegate prior to the end of any calendar month.

(2) The Committee (or its delegatee) shall have made a determination, in its sole discretion, that the requested distribution constitutes a Hardship Distribution as defined in Section 1.1 of the Plan.

(b) The amount determined to qualify for a Hardship Distribution shall be paid in a cash lump sum as soon as practicable after the Hardship Distribution election is made and approved by the Committee or its delegatee. The amount paid shall be debited pro rata from the Participant’s Compensation Deferral Subaccount, Matching Contribution Subaccount and vested Company Discretionary Contribution Subaccount.

(c) This Section 6.3 is intended to and shall be interpreted to be consistent with Treasury Regulations Section 409A-3(i)(3).

6.4 Inability to Locate Participant .

6.5 Unvested Amounts . Any amounts that are not (or do not become) vested as of the date they would otherwise be paid shall be forfeited.

ARTICLE VII

ADMINISTRATION

7.1 Committee Action .

7.2 Powers and Duties of the Committee .

(i) To select the funds in accordance with Section 3.2(a) hereof;

(ii) To construe and interpret the terms and provisions of this Plan;

(iii) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(v) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(vi) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(viii) To take all actions necessary and appropriate for the administration of the Plan, including delegating authority to employees of the Company to handle Committee responsibilities.

The Committee shall be the named fiduciary and plan administrator of the Plan for purposes of ERISA.

7.3 Construction and Interpretation .

7.4 Information .

7.5 Compensation, Expenses and Indemnity .

(a) The members of the Committee shall serve without additional compensation for their services hereunder.

(c) Contents of Notice . If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA. For the denial of a Disability benefit, the notice will also include a statement that the Appeals Committee will provide, upon request and free of charge, (i) any internal rule, guideline, protocol or other similar criterion relied upon in making the decision, (ii) any medical opinion relied upon to make the decision and (iii) the required statement under Section 2560.503-1(j)(5)(iii) of the Department of Labor regulations.

ARTICLE VIII

MISCELLANEOUS

8.1 Unsecured General Creditor .

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company, including in any Compensation Deferrals made under this Plan. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of ERISA. Notwithstanding the foregoing, the Company may enter into one or more rabbi trusts, in accordance with the provisions of Revenue Procedure 92-64, to assist it and its Business Units in providing benefits under this Plan.

8.2 Restriction Against Assignment .

8.3 Withholding .

8.4 Amendment, Modification, Suspension or Termination .

The Committee may amend, modify or suspend this portion of the Plan in whole or in part, except to the extent that such power has been expressly reserved otherwise under the terms of this portion of the Plan. No amendment, modification or suspension shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts. The Committee may also terminate this portion of the Plan and pay Participants (and beneficiaries) their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

8.5 Governing Law .

This Plan shall be construed, governed and administered in accordance with the laws of the State of Connecticut without regard to the conflicts of law principles thereof.

8.6 Receipt or Release .

8.7 Payments on Behalf of Persons Under Incapacity .

8.8 Limitation of Rights and Employment Relationship .

8.9 Adjustments; Assumptions of Obligations .

In the event of a reorganization, recapitalization, stock split, stock or extraordinary cash dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make the appropriate adjustments in (i) the number of Stock Units credited to Participants’ Accounts, (ii) the number (or type) of shares of Stock reserved for issuance hereunder, (iii) the number (or type) of shares subject to any deferred Restricted Stock Units and deferred Performance Shares, and (iv) any Share limitations imposed under the Plan, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or any Stock Units credited hereunder. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing entity, all Stock Units, deferred Restricted Stock and deferred Performance Shares hereunder shall be assumed by the surviving or continuing entity. In the event of any reorganization in which all of the shares of the Company’s Stock are exchanged for shares of the common stock of another corporation, all Stock Units credited hereunder and all deferred Restricted Stock Units and deferred Performance Shares outstanding on the effective date of the share exchange shall be automatically converted into obligations of the other corporation on identical terms, and the other corporation shall assume this Plan. The Committee may also make adjustments to Stock Units, and deferred Restricted Stock Units and deferred Performance Shares under this Plan on account of those events set forth in Section 10(c) of the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan and comparable sections of any other stock plan of the Company which allows for awards to be deferred pursuant to the terms of this Plan.

8.10 Headings .

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

8.11 Interpretation .

The Plan is a deferred compensation plan within the meaning of Code Section 409A, and it is intended that the Plan shall be administered and, in the case of any ambiguity, interpreted, in a manner consistent with the terms of Code Section 409A so as to avoid adverse tax consequences to Participants.

Executed as of the 7th day of December, 2012.


UIL HOLDINGS CORPORATION

By		/s/ J. P. Torgerson
		Its President and Chief Executive Officer

EXHIBIT A

PARTICIPATING BUSINESS UNITS

As of January 1, 2013


Company Name		Date of Participation
The United Illuminating Company (“UI”)		2/1/03
The Berkshire Gas Company		1/1/2013
Connecticut Natural Gas Corporation		1/1/2013
The Southern Connecticut Gas Company		1/1/2013

EXHIBIT B

PROVISIONS APPLICABLE TO PRE-2013 DEFERRALS WITH RESPECT TO ELIGIBLE

EMPLOYEES OF THE BERKSHIRE GAS COMPANY, CONNECTICUT NATURAL GAS

CORPORATION AND THE SOUTHERN CONNECTICUT GAS COMPANY

EXHIBIT B

TO THE UIL HOLDINGS CORPORATION

DEFERRED COMPENSATION PLAN

ARTICLE I

INTRODUCTION

1.1. Name . The Company established the UIL Holdings Corporation Deferred Compensation Plan For Selected Employees (“Selected Employees Plan”).

1.2. Effective Dates . The Effective Date of the Selected Employees Plan is the effective date of the closing of the sale contemplated under the Purchase Agreement, dated May 25, 2010, by and between UIL Holdings Corporation and Iberdrola USA, Inc. concerning the sale of certain corporations including Southern Connecticut Gas Company, Connecticut Natural Gas Company and Berkshire Gas Company (the “Purchase Agreement”), or, if the transactions contemplated under such Purchase Agreement close on more than one date, the first such closing date (the “Effective Date”). The Effective Date of participation in the plan by any Participating Employer shall be the closing date of the sale of such Participating Employer in accordance with the terms of the Purchase Agreement. Effective as of January 1, 2013, the Selected Employees Plan is merged into the UIL Holdings Corporation Deferred Compensation Plan. Notwithstanding any provision of this Exhibit B to the contrary, no deferrals shall be made under the terms of this Exhibit B with respect to Compensation earned after December 31, 2012. Deferral and payment elections in place under the Selected Employees Plan shall continue in effect after the merger and may not be changed except in accordance with Code Section 409A and the terms of the Selected Employees Plan.

1.3. Purpose . The Selected Employees Plan is established for the purposes of providing retirement benefits for a select group of management and/or highly compensated employees of certain Affiliates of the Company who are Participating Employers hereunder. The Selected Employees Plan provides a means whereby Eligible Employees may defer a portion of their annual cash wages and earnings and certain bonuses they otherwise would receive. All deferrals and contributions under this Plan shall be in the form of unfunded recordkeeping entries that shall be credited with earnings as specified in the Plan.

1.4 Successor Clause . The Selected Employees Plan is a successor plan to the Energy East Deferred Compensation Plan (also known as the Iberdrola USA Deferred Compensation Plan) (the “Predecessor Plan”) with respect to employers who participated in the Predecessor Plan that are acquired by UIL Holdings Corporation pursuant to the Purchase Agreement. Benefits payable under the Predecessor Plan with respect to employees of the participating employers that were acquired by UIL Holdings Corporation pursuant to the Purchase Agreement shall be paid pursuant to the terms of the Selected Employees Plan, and all deferral and payment elections in place under the Predecessor Plan for such employees shall continue under the Selected Employees Plan, and may not be changed except in accordance with Code Section 409A and the terms of the Selected Employees Plan.

ARTICLE II

DEFINITIONS

Whenever the following initially capitalized words and phrases are used in this Selected Employees Plan, they shall have the meanings specified below unless the context clearly indicates to the contrary:

2.1. “ Administrator shall mean the Compensation and Executive Development Committee of the Board of Directors of the Company (the “CEDC”), and any successor thereto. Administrator shall also refer to a delegate of the CEDC, if applicable. In the absence of such Committee, the Board of Directors of the Company shall be the Administrator.

2.2. “ Affiliate ” means any of the subsidiaries or affiliates of the Company, whether or not such entities have adopted the Plan, and any other entity which is a member of a “controlled group of corporations,” a “group under common control” or an “affiliated service group,” all as determined under Section 414(b), (c), (m), or (o) of the Code, of which the Company is the common parent.

2.3. “ Beneficiary ” shall mean such person or legal entity as may be designated by a Participant to receive benefits hereunder after such Participant’s death.

2.4 “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any related U.S. Treasury regulations.

2.5. “ Company ” shall mean UIL Holdings Corporation.

2.6. “ Compensation ” shall mean the taxable wages, earnings and commissions payable for a Plan Year together with cash payments under any calendar year performance based annual incentive plan (“Bonus”) designated by the Administrator, after reduction for applicable Federal Insurance Contributions Act (“FICA”) and Federal Unemployment Tax Act (“FUTA”) taxes but before any reduction to such taxable wages and earnings, Bonuses and commissions is effected in accordance with the Deferred Compensation Election Form, and before any reduction is made for elective deferrals to any cash or deferred arrangement maintained pursuant to Section 401(k) of the Code or to any cafeteria plan maintained pursuant to Section 125 of the Code in which the Eligible Employee participates.

2.7. “ Deferred Compensation ” shall mean that portion of the Participant’s Compensation which the Participant elects to defer pursuant to Section 4.1 of this Selected Employees Plan (or elected pursuant to the terms of the Predecessor Plan), in accordance with a Deferred Compensation Election Form. Deferred Compensation also means amounts designated as Employer Contributions under the Predecessor Plan and credited for the benefit of a Participant, if any.

2.8. “ Deferred Compensation Account ” shall mean the recordkeeping account established by the Administrator for each Participant to which the portion of a Participant’s taxable wages and earnings that is voluntarily deferred pursuant to Section 4.1 of this Selected Employees Plan (or otherwise pursuant to the terms of the Predecessor Plan) is credited. A Participant shall at all times be fully vested in the balance of his or her Deferred Compensation Account.

2.9. “ Deferred Compensation Election Form ” shall mean a document or form as made available from time to time by the Administrator (or the Administrator of the Predecessor Plan), whereby an Eligible Employee enrolls as a Participant and elects to defer Compensation.

2.10. “ Deferred Compensation Investment Election Form ” shall mean a document, form, voice response unit (VRU) or website as made available from time to time by the Administrator, whereby an Eligible Employee elects to invest, or modify a prior election to invest, his or her Deferred Compensation Account.

2.11. “ Disability ” shall mean a disability qualifying for benefits payable under the Participating Employer’s long-term disability plan under which the Participant is covered. A Participant will be considered to be eligible for payment under the Plan resulting from a Disability only after the Participant has received payments from a Participating Employer’s long-term disability plan for three consecutive months. Whether a Participant has a Disability shall be determined consistent with the definition of “disability” under Code Section 409A.

2.12. “ Eligible Employee ” shall mean an individual employed by a Participating Employer who (a) is a member of a select group of management and/or highly compensated employees and who is designated by the Administrator to be eligible to participate hereunder; or (b) was a Participant in the Predecessor Plan on the Effective Date (or, if later, the date such Participant’s employer became a Participating Employer hereunder).

2.13. “ Hardship ” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant has incurred a Hardship will be determined consistent with the definition of an “unforeseeable emergency” under Code Section 409A.

2.14 “ Key Employee ” shall mean an employee defined as a key employee under Section 416(i) of the Code. In general, this includes an officer of the Company earning over $135,000 (as adjusted as provided in Section 416(f) of the Code), a 5% owner of the Company or a 1% owner of the Company earning over $150,000. Key Employees will be determined on December 31st of each year, based on compensation earned in the plan year ending on such December 31st. An Employee classified as a Key Employee as of such December 31st shall be considered a Key Employee for the twelve month period beginning the following April 1st. For purposes of this Plan, whether a Participant is a Key Employee shall be interpreted consistent with the definition of “specified employee” under Code Section 409A.

2.15 “ Participant ” shall mean an individual who has amounts standing to his or her credit under this Plan, regardless of whether the individual is currently deferring into this Plan.

2.16. “ Participating Employer ” shall mean the following Affiliates of the Company: The Berkshire Gas Company, Connecticut Natural Gas Corporation and The Southern Connecticut Gas Company.

2.17. “ Plan Year ” shall mean the calendar year.

2.18. “ Plan ” (or “Selected Employees Plan”) shall mean the UIL Holdings Corporation Deferred Compensation Plan For Selected Employees.

2.19. “ Predecessor Plan ” shall have the meaning set forth in Section 1.4.

2.20 “ Separation from Service ” shall mean a Separation from Service within the meaning of Code Section 409A and related regulations. The Administrator will determine, in accordance with Code Section 409A, whether a Separation from Service has occurred.

ARTICLE III

PARTICIPATION BY ELIGIBLE EMPLOYEES

3.1. Participation . Participation in the Plan is limited to Eligible Employees. Employees who were previously eligible to participate in the Plan or the Predecessor Plan may continue to maintain account balances of amounts previously deferred under the Plan. An Eligible Employee shall participate in the Plan as determined by the Administrator. A Participant who separates from service with all Participating Employers will cease participation hereunder.

3.2. Failure to Designate . In the event that the Administrator fails to designate the group of Eligible Employees who shall be eligible to participate for any year, each Eligible Employee who was designated in the prior year shall be deemed to have been designated for the next succeeding Plan Year, provided that any such employee shall participate for purposes of the next succeeding Plan Year only if he or she is actively employed by a Participating Employer on the first day of such succeeding Plan Year and provided he or she is an Eligible Employee for such year.

3.3. Top Hat Plan . The Selected Employees Plan is intended to be an unfunded “top-hat” plan, maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees.

ARTICLE IV

PARTICIPANT DEFERRALS

4.1. Deferral of Compensation . An Eligible Employee may elect to defer up to one hundred percent (100%) of his future compensation in one percent (1%) increments, by completing and executing a Deferred Compensation Election Form which specifies the amount of Compensation to be deferred and filing it with the Administrator. Any election, modification or revocation shall be effective only for Compensation earned and payable after the Administrator receives the Deferred Compensation Election Form. An election to defer compensation may be made or modified (including revocation) only as of the first day of a Plan Year and during the election period in the immediately preceding Plan Year. The election period will be designated by the Administrator. No election, modification or revocation is permissible with respect to Compensation paid prior to the execution of a Deferred Compensation Election Form. Deferrals of Compensation hereunder shall always be one hundred percent (100%) vested.

4.2. Period for Which Deferral Election is Effective . A Participant’s election to defer Compensation shall remain in effect until modified or revoked as provided in Section 4.1.

4.3 Newly Eligible Employees . Any Eligible Employee who first becomes eligible to participate in this Plan after the Effective Date, may elect to defer Compensation pursuant to Section 4.1 within thirty (30) days of the date such Eligible Employee first becomes eligible to participate in this Plan. If no such election is made pursuant to this Section 4.3, such Eligible Employee may only make a deferral of compensation in accordance with the election period set forth in Section 4.1. With respect to a Participant who first becomes eligible for the Plan on or after May 31st of a Plan Year, the Participant’s deferral election for the year may apply only to a portion of the Participant’s Bonus Compensation that is equal to the total Bonus amount multiplied by the ratio of (i) the number of days remaining in the performance period (after the election) over (ii) the total number of days in the performance period. This Section 4.3 shall be administered in accordance with Treas. Reg. Section 1.409A-2(a)(7).

ARTICLE V

DISTRIBUTIONS

5.1. Distribution Date . Distribution of a Participant’s Deferred Compensation Account shall commence upon the earlier of the Participant’s death, Disability, or Separation from Service for any reason, in accordance with the terms of Section 5.2.

5.2. Method of Payment . Subject to the provisions of Section 5.5 and this 5.2, distributions upon the earlier of the Participant’s death, Disability or Separation from Service shall be paid in the form of either a lump sum or in annual installments for a period of either five (5) or ten (10) years, as elected by the Participant on his or her initial Deferred Compensation Election Form, and commencing as of the date of the permissible payment event unless a later commencement date which is consistent with the requirements of Code §409A was elected by the Participant on his or her initial Deferred Compensation Election Form. If no time and form of payment is timely elected the Participant’s initial Deferred Compensation Election Form, distribution will be made in a lump sum as soon as administratively feasible following the date of the permissible payment event.

All amounts deferred under the Predecessor Plan will be paid in the same form and at the same time as elected by the Participant on the applicable Deferred Compensation Election Form in effect under the Predecessor Plan as of the Effective Date, and such elections may not be modified after the Effective Date. Likewise, all amounts deferred under the Selected Employees Plan by Participants who were Participants in the Predecessor Plan as of the Effective Date shall also be paid in the same form and at the same time as elected by the Participant on his or her Deferred Compensation Election Form in effect under the Predecessor Plan as of the Effective Date, and such elections may not be modified after the Effective Date. The form and timing of the distribution of amounts deferred after under the Selected Employees Plan by a Participant who first becomes a Participant after the Effective Date of the Selected Employees Plan shall be paid as elected by the Participant on his or her initial Deferred Compensation Election Form and may not be modified.

5.3. Hardship Distribution . A Participant may apply to the Administrator for early distribution of all or any part of his Deferred Compensation Account on account of Hardship, which application shall include a statement of the facts which the Participant considers to constitute a Hardship. The Administrator, in its sole and absolute discretion, shall determine whether the stated facts constitute a Hardship. A Participant shall be entitled to a Hardship distribution if (a) the Administrator determines, in accordance with the immediately preceding sentence, that the Participant has incurred a Hardship; (b) the Participant has taken all available distributions from all plans qualified pursuant to Section 401 of the Code which are maintained by the Company or an Affiliate of the Company in which the Participant participates, and (c) and the Participant has exhausted the availability of funds through insurance or by liquidating the Participant’s assets (to the extent such liquidation would not itself cause hardship). Such Hardship distribution shall be made in a single lump sum and in cash. The amount of the Hardship distribution may not exceed the amount required to satisfy the emergency (including any amounts necessary to pay federal, state or local income taxes reasonably anticipated to result from the distribution).

5.4. Distributions on Death . Subject to the provisions of Section 5.2, in the event of a Participant’s death before distribution of his or her Deferred Compensation Account has commenced, distribution shall be made to the Beneficiary selected by the Participant in the form of payment elected by the Participant on his or her Deferred Compensation Election Form. Payment will made or commence within sixty (60) days after the date of death. In the event that a Participant dies after commencing annual installment payments, the remaining payments will be made to the Beneficiary selected by the Participant. A Participant may from time to time change his or her designated Beneficiary without the consent of such Beneficiary by filing a new designation in writing with the Administrator. If no Beneficiary designation is in effect at the time of the Participant’s death, or if the designated Beneficiary is missing or has predeceased the Participant, distribution shall be made to the Participant’s estate.

5.5. Key Employees . Notwithstanding the provisions of Section 5.2, the payment to a Key Employee of amounts credited to the Plan (including Earnings) after December 31, 2004, which are payable on account of a Separation from Service (pursuant to a prior election made by the Participant) within the first six months following the Separation from Service will be delayed until the earlier of (i) the beginning of the seventh month following the month of the Participant’s termination of employment or (ii) the Key Employee’s death. The first payment to such Key Employee (either a lump sum or first annual installment as previously elected) will be made as of the beginning of the seventh month (or the first of the month immediately following the month of death, if earlier) following the Separation from Service and will be based on the value of the Participant’s Deferred Compensation Account as of the date payments begin.

5.6. Valuation of Distributions . All distributions under this Plan shall be based upon the amount credited to a Participant’s Deferred Compensation Account, as of the last business day of the month immediately preceding the date of the distribution. The amount of installments payable to a Participant electing such method of payment shall be determined by dividing the amount credited to the Participant’s Deferred Compensation Account by the remaining number of installments, including the current installment, to be paid. It is understood that administrative requirements may lead to a delay between such valuation date and the date of distribution, not to exceed thirty (30) days.

ARTICLE VI

ACCOUNTS

6.1. Deferred Compensation Account . The Administrator shall establish and maintain, or cause to be established and maintained, a separate Deferred Compensation Account for each Participant hereunder. Each Participant’s Compensation deferred under the Predecessor Plan and/or deferred pursuant to a Deferred Compensation Election Form under Section 4.1 shall be separately accounted for and credited with earnings, for recordkeeping purposes only, to his or her Deferred Compensation Account. A Participant’s Deferred Compensation Account shall be solely for the purposes of measuring the amounts to be paid under the Selected Employees Plan. The Company shall not be required to fund or secure the Deferred Compensation Account in any way, the Company’s obligation to Participants hereunder being purely contractual.

6.2. Crediting of Earnings and Statement of Account . The Participant’s Deferred Compensation Account shall be credited with earnings daily. The amount of earnings to be credited each business day shall be equal to the investment return of the Plan investments selected by the Participant pursuant to Section 6.3. Earnings will be credited for whole days only. As soon as practicable after the end of each Plan Year (and at such additional times as the Administrator may determine), the Administrator shall furnish each Participant with a statement of the balance credited to the Participant’s Deferred Compensation Account. The method of crediting earnings may not be modified or amended.

6.3. Investment Election . The earnings to be credited to each Deferred Compensation Account shall be calculated according to the investment elections made pursuant to this Section 6.4. Each Eligible Employee, within thirty (30) days of the date on which he or she becomes a Participant in the Plan, shall elect among the available investment options hereunder. The Administrator shall select the investment options under the Plan, and may change such investment options upon at least thirty (30) days’ notice to Participants. A Participant may modify his or her investment election once each business day, to be effective the next business day.

6.4. Investment to Facilitate Payment of Benefits . Although the Employer is not obligated to invest in any specific asset or fund, or purchase any insurance contract in order to provide the means for the payment of any liabilities under this Selected Employees Plan, the Administrator may elect to do so.

ARTICLE VII

FUNDING AND PARTICIPANT’S INTEREST

7.1. Selected Employees Plan Unfunded . This Selected Employees Plan shall be unfunded and no trust shall be created by the Selected Employees Plan. The crediting to each Participant’s Deferred Compensation Account shall be made through recordkeeping entries. No actual funds shall be set aside; provided, however, that nothing herein shall prevent any Participating Employer from establishing one or more grantor trusts from which benefits due under this Selected Employees Plan may be paid in certain instances. All distributions shall be paid by the Participating Employer from its general assets and a Participant (or his or her Beneficiary) shall have the rights of a general, unsecured creditor against the Participating Employer for any distributions due hereunder. The Selected Employees Plan constitutes a mere promise by the Participating Employer to make benefit payments in the future.

7.2. Participant’s Interest in Plan . A Participant has an interest only in the cash value of the amount credited to his or her accounts. A Participant has no rights or interests in any specific funds, stock or securities.

ARTICLE VIII

ADMINSTRATION AND CLAIMS PROCEDURES

8.1 On or after January 1, 2013, the provisions of Article VII, Administration, of the UIL Holdings Corporation Deferred Compensation Plan Non-Grandfathered Benefit Provisions document shall apply with respect to amounts governed by the terms of the Selected Employees Plan.

ARTICLE IX

AMENDMENT AND TERMINATION

9.1 Amendment and Termination . The Administrator shall have the right, at any time, to amend or terminate this Selected Employees Plan in whole or in part, provided that such amendment or termination shall not adversely affect the right of any Participant or Beneficiary to a payment under the Selected Employees Plan on the basis of contributions credited to the Participant’s Deferred Compensation Account. The Company, upon review of the effectiveness of the Selected Employees Plan, may at any time recommend amendments to, or termination of the Selected Employees Plan to the Administrator. If the Selected Employees Plan is terminated, Participants’ Deferred Compensation Accounts shall be distributed in accordance with the provisions of Article V, notwithstanding such termination.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Right of Employer to Take Employment Actions . The adoption and maintenance of the Selected Employees Plan shall not be deemed to constitute a contract between the Company (including its Affiliates) and any Eligible Employee, nor to be a consideration for, nor an inducement or condition of, the employment of any person. Nothing herein contained, or any action taken hereunder, shall be deemed to give any Eligible Employee the right to be retained in the employ of the Company or its Affiliates or to interfere with the right of the Company or its Affiliates to discharge any Eligible Employee at any time, nor shall it be deemed to give to the Company or its Affiliates the right to require the Eligible Employee to remain in the employ of the Company or any of its Affiliates, nor shall it interfere with the Eligible Employee’s right to terminate his or her employment at any time. Nothing in this Plan shall prevent the Company or any Affiliate from amending, modifying, or terminating any other benefit plan.

10.2. Alienation or Assignment of Benefits . A Participant’s rights and interest under the Selected Employees Plan shall not be assigned or transferred except as otherwise provided herein, and the Participant’s rights to benefit payments under the Selected Employees Plan shall not be subject to alienation, pledge or garnishment by or on behalf of creditors (including heirs, beneficiaries, or dependents) of the Participant or of a Beneficiary.

10.3. Right to Withhold . To the extent required by law in effect at the time a distribution is made from the Selected Employees Plan, the Company, its Affiliates or the agents of the foregoing shall have the right to withhold or deduct from any distributions or payments any taxes required to be withheld by federal, state or local governments.

10.4. Construction . All legal questions pertaining to the Selected Employees Plan shall be determined in accordance with the laws of the State of Connecticut, to the extent such laws are not superseded by the Code, Employee Retirement Income Security Act of 1974, as amended, or any other applicable federal law.

10.5. Headings . The headings of the Articles and Sections of the Selected Employees Plan provisions are for reference only. In the event of a conflict between a heading and the contents of an Article or Section, the contents of the Article or Section shall control.

10.6. Number and Gender . Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply, and references to the male gender shall be construed as applicable to the female gender where applicable, and vice versa.

10.7 Interpretation . Notwithstanding any provision in the Selected Employees Plan provisions to the contrary, the Selected Employees Plan is a deferred compensation plan within the meaning of Code Section 409A, and it is intended that it shall be administered and interpreted in a manner consistent with the terms of Code Section 409A so as to avoid adverse tax consequences to Participants.

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