UIL Holdings Corporation Exhibit 10.1 - Employement Agreement


    

                          EXHIBIT
        10.1

      


      


      EMPLOYMENT
        AGREEMENT

      


      THIS
        AGREEMENT ( the “Agreement”) is
        made
        as of the 23rd day of January, 2006, between UIL
        Holdings Corporation,
        a
        Connecticut Corporation (the “Company”) and James
        P. Torgerson
        (the
“Executive”),

      


      


      WITNESSETH
        THAT

      


      WHEREAS,
        the Company desires to employ the Executive as the President of the Company,
        and
        the Executive desires to be so employed by the Company;

      


      NOW
        THEREFORE, in consideration of the foregoing and the respective covenants
        and
        agreements of the parties herein contained, and the services to be rendered
        to
        the Company pursuant hereto, the parties hereby agree as follows:

      


       

      (1)  EMPLOYMENT;
        TERM 

       

       

      (a)  The
        Company hereby agrees to employ the Executive, and the Executive hereby agrees
        to serve the Company, at the pleasure of the Board of Directors of UIL Holdings
        Corporation (the “ UIL Board”), all upon the terms and conditions set forth
        herein.

       

       

      (b)  The
        term
        of this Agreement shall be for a period commencing on the date hereof and
        ending
        on December 31, 2007, unless this Agreement is earlier terminated as provided
        in
        Section 5 (the “Initial Term”). Unless the Company has provided the Executive
        with at least ninety (90) days prior written notice of its decision not to
        renew
        this Agreement after the Initial Term or any subsequent term, this Agreement
        shall be automatically renewed for a successive one (1) year term (the Initial
        Term and any renewal term being referred to as the “Term”). For
        purposes of this Agreement, a non-renewal at the election of the Company
        at the
        end of a Term shall not constitute a termination of employment without Cause,
        but shall be governed by the provisions of Section 6(d). In no event shall
        the
        Company give notice of a non-renewal from the time that an impending Change
        in
        Control (as hereinafter defined) is announced through the date of the
        consummation of such Change in Control.

       

      


      (2) POSITION
        AND DUTIES

      


      (a)
        The
        Executive shall be employed by the Company as its President, or in such other
        equivalent or higher position as the UIL Board may determine. The Executive
        shall:

      


      (i)
        accept such employment and perform and discharge, faithfully, diligently
        and to
        the best of the Executive's abilities, the duties and obligations of the
        Executive's office and such other duties as may from time to time be assigned
        to
        the Executive by, or at the direction of, the UIL Board; and


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (ii)
        devote substantially all of the Executive's working time and efforts to the
        business and affairs of the Company.

      


      (b)
        Prior
        to a Change in Control, in the event that the Executive is named by the UIL
        Board to a position higher in rank or compensation than that applicable at
        the
        commencement of the Initial Term, nothing in this Agreement shall obligate
        the
        Company to continue such Executive in such higher position; and the Company
        shall not be deemed in “Breach” of the Agreement (as defined in Section 5(d))
        for failure to continue the Executive in such higher position.

      


      


      (3) PLACE
        OF PERFORMANCE

      


      In
        his
        employment by the Company, the Executive shall be based within a fifty (50)-mile
        radius of the current executive offices of the Company in New Haven,
        Connecticut.

      


      


      (4) COMPENSATION

      


      (a)
        Base
        Salary.
        During
        the Initial Term of the Executive's employment hereunder, the Executive shall
        receive a base salary (“Base Salary”) at an annual rate of Five
        Hundred Twenty Five Thousand Dollars ($525,000.00), payable in accordance
        with
        the then customary payroll practices of the Company. The Executive's performance
        and Base Salary shall be reviewed by the UIL Board at least annually, and
        may be
        adjusted as a result of any such review, with the first adjustment scheduled
        to
        be effective as of April 1, 2007. 

      


      (b)
        Incentive
        Compensation.
        During
        the Term of the Executive’s employment hereunder, the Executive shall be
        eligible to be designated, by the Compensation and Executive Development
        Committee of the UIL Board (the “CEDC”), as a participant in each annual
        short-term incentive compensation program, and any long-term incentive program,
        maintained for management employees of the Company, with grants under such
        programs being made to the Executive at the same time as they are made with
        respect to other participating executives; provided, however, that entitlement
        to participation, and continued participation, in any long-term equity incentive
        program shall be conditioned upon the Executive fully complying with any
        stock
        ownership and retention guidelines from time to time established and promulgated
        by the UIL Board. Pursuant to such guidelines, the position of President
        requires that the Executive own a minimum of 30,000 shares of Company common
        stock by December 31, 2010, acquired ratably during 2006-2010.

       

      (i)
        Initial
        Short-term Incentive.
        With
        respect to the Executive’s first year of participation in the Company’s
        short-term incentive plan, he will be provided with an opportunity to earn
        to a
        short-term incentive equal to 60% of his Base Salary for performance ‘at
        target’, and 90% of Base Salary (i.e., 150% of target) for ‘maximum’
performance, with the incentive payment being pro-rated for employment of
        less
        than a full calendar year during the performance period. Performance criteria
        for the short-term incentive award will be established


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      by
        the
        CEDC in the 2006 annual incentive program during the first quarter of 2006.
        Short-term incentive compensation shall be calculated following the close
        of the
        calendar year in which such incentive is earned in accordance with the terms
        of
        the applicable plan, and shall be paid at the same time as such incentives
        are
        payable to other executives, but in no event later than March 15 of the year
        following the end of the calendar year to which such incentive relates.


      


      (ii)
        Initial
        Long-term Incentive.
        As an
        initial long-term performance incentive, the Executive will be provided with
        an
        opportunity to earn a long-term incentive equal to 90% of Base Salary in
        2006
        for performance at ‘target’, and 135% of Base Salary (i.e., 150% of target) for
‘maximum performance’. Performance criteria for the long-term incentive award
        will be based on the 2006 financial goals established by the CEDC in the
        2006
        annual incentive program during the first quarter of 2006. The value of the
        Executive’s long-term performance award will be determined by the CEDC during
        the first two months of 2007, based on the attainment of such 2006 performance
        goals, and such value will be converted into shares of restricted stock,
        which
        will vest over a two-year period, with 50% vesting on December 31, 2007 and
        50%
        vesting on December 31, 2008. All vested shares shall be paid by no later
        than
        March 15 of the year following the end of each vesting period. Any such shares
        of restricted stock that are unvested as of the Executive’s termination of
        employment shall be forfeited in the event that the Executive terminates
        employment for any reason other than death, disability, retirement or a
        termination by the Company without cause. 

      


      During
        each year in the Term of the Agreement, the Executive shall also be entitled
        to
        an annual grant of restricted stock (awarded by the CEDC in the month of
        March
        each year) equal to that number of shares which results from dividing 15%
        of
        Base Salary (determined at the commencement of employment) by the fair market
        value of UIL stock on the date of the grant, but limited to no more than
        2,000
        shares per year. Each annual grant will vest ratably over a five (5) year
        period. All
        vested shares shall be paid by no later than March 15 of the year following
        the
        end of each vesting period. Any such shares of restricted stock that are
        unvested as of the Executive’s termination of employment shall be forfeited in
        the event that the Executive terminates employment for any reason other than
        death, disability, retirement or a termination by the Company without
        cause.

      


      For
        purposes of this Agreement, the Executive’s “Accrued
        Incentive Compensation”
        shall
        mean the amount of any annual short-term incentive compensation earned with
        respect to the calendar year ended prior to the Date of Termination (as defined
        in Section 5) but not yet paid as of the Executive’s Date of
        Termination.

      


      The
        Executive’s “Stub-Period
        Incentive Compensation”
        shall
        mean the annual short-term incentive compensation being earned in the year
        in
        which the Executive terminates employment, pro-rated for the year in which
        he
        terminates service, and shall be equal to that short-term annual incentive
        compensation payment to which the Executive would be entitled, if any, under
        the
        terms of the Company’s executive incentive compensation plan, calculated as if
        he had been employed by the Company on the last day of the year including
        his
        Date of Termination, and had achieved personal goals ‘at target’, but based on
        actual performance with respect to the achievement of UIL and Company financial
        goals (collectively referred to as “Company goals”), multiplied by a fraction,
        the numerator of which is the number of days which have elapsed
        in


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      such
        year
        through the Date of Termination (less any days prior to the commencement
        of
        employment in that year) and the denominator of which is 365. The UIL Board
        shall determine in its discretion the composition of the Executive’s scorecard,
        and what constitutes a ‘personal goal’ and ‘Company goal’; provided that in the
        event that the ‘gate’, if any, is not achieved with respect to Company goals,
        then no Stub-Period Incentive Compensation will be paid. Any Stub-Period
        Incentive Compensation payable upon termination of the Executive shall be
        paid
        in accordance with Section 6(d) of this Agreement.

      


      (c)
        Change
        in Control Severance Plan.
        The
        Executive shall be designated by the UIL Board as an individual covered by
        the
        UIL Holdings Corporation Change in Control Severance Plan II of the Company
        (the
“UIL CIC Plan II”), provided that the Executive’s CIC Plan II benefit shall be
        equal to three (3) times his then Base Salary, plus one year of continued
        employee benefit plan participation. For purposes of this Agreement, “Change in
        Control” shall have the meaning set forth in the UIL CIC Plan II.
        Nothing
        in this subsection, however, shall entitle the Executive to continued
        participation in such Plan should the UIL Board determine otherwise in
        accordance with the terms of that Plan. 

      


      (d)
        Business
        Expenses.
        During
        the Term, the Executive shall be entitled to receive prompt reimbursement
        for
        all reasonable employment- related business expenses incurred by the Executive,
        in accordance with the policies and procedures established by the Company
        Board
        from time to time for all of the Company's executives, provided that the
        Executive properly accounts therefor.

      


      (e)
        Benefit
        Programs.
        During
        the Term of the Executive's employment hereunder and to the extent he meets
        the
        applicable eligibility requirements, the Executive shall be entitled to
        participate in and receive benefits under all of the Company's employee benefit
        plans, programs and arrangements for its similarly situated executives on
        the
        same terms and conditions that apply to such executives, including, without
        limitation, any plan or program of an affiliated company in which the Company
        is
        a participating employer, but only for so long as the Company remains a
        participating employer. Notwithstanding the foregoing, the Executive shall
        not
        be entitled to participate in the UI Pension Plan, or in any supplemental
        executive retirement plan. Nothing
        in this Agreement shall require the Company to maintain a particular benefit
        plan or program, or preclude the Company from amending or terminating any
        such
        plans, programs or arrangements, including its participation therein, or
        eliminating, reducing or otherwise changing any benefit provided thereunder,
        so
        long as such change similarly affects all similarly situated employees of
        the
        Company and is in compliance with applicable law.

      


      (f)
        Vacations
        and Holidays.
        The
        Executive shall be entitled to five (5) weeks of paid vacation in each calendar
        year, and shall also be entitled to all paid holidays afforded by the Company
        to
        its management employees, all in accordance with applicable Company
        policies.

      


      (g)
        One-Time
        Equity Grant.
        In
        recognition of the forfeiture by the Executive of certain SERP and long-term
        incentive amounts resulting from termination of employment with his former
        employer, the Executive will be entitled to a one-time grant, made on or
        about
        January 30, 2006, of 10,000 shares of restricted stock, which will vest ratably
        over a five (5) year period, commencing with the date of the grant. All vested
        shares shall be paid by no later than


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      March
        15
        of the year following the end of each vesting period. Any such shares of
        restricted stock that are unvested as of the Executive’s termination of
        employment shall be forfeited in the event that the Executive terminates
        employment for any reason other than death, disability, retirement or a
        termination by the Company without cause.

      


      (h)
        Relocation
        Assistance. The
        Company will pay for the reasonable moving costs (2 estimates required),
        commissions and closing costs associated with the sale of the Executive’s
        principal residence in Indiana, so long as the Executive submits such costs
        for
        approval in advance of incurring the costs, and in accordance with the Company’s
        usual procedures for documentation and reimbursement of business expenses.
        In
        the event that the Executive is unable to sell such principal residence,
        UIL
        will arrange for a third party to sell the same, using independent appraisals
        to
        benchmark the selling price. UIL will also reimburse the Executive for coach
        airfare, meals, and hotel expenses reasonably incurred for up to two house
        hunting visits to New Haven for the Executive and his spouse. UIL will also
        pay
        for up to two months of temporary housing in the New Haven area at a mutually
        agreed upon location.

      


      In
        the
        event that the Executive either voluntarily terminates employment with the
        Company within three (3) years from the date first written above, or is
        terminated by the Company for Cause (as defined in paragraph 5(b) of this
        Agreement, the Executive must repay to the Company all costs incurred or
        reimbursed by the Company under this Section 4(h), except that each completed
        year of employment shall reduce the payback amount by one-third.

      


      


      (5) TERMINATION

      


      (a)
        Death
        or Disability.
        The
        Executive's employment hereunder shall terminate upon the Executive's death
        or
        termination due to disability (as described in Section 6(a) of this
        Agreement).

       

      (b)
        Termination
        by Company for Cause.
        The
        Company may at any time by written notice to the Executive terminate the
        Executive’s employment for Cause in accordance with the following provisions:


       

       

      (i)
        Termination
        for Cause Prior to a Change in Control.
        Prior
        to the date of a Change in Control, the Company shall be deemed to have “Cause”
to terminate the Executive’s employment hereunder only upon the Executive’s:


       

      (1)
        failure to comply with any material term of this Agreement, or to perform
        and
        discharge the duties or obligations of the Executive’s office, or such other
        duties as may from time to time be assigned to the Executive by, or at the
        direction of, the UIL Board, faithfully, diligently, and competently, in
        the
        opinion of a majority of the members of the UIL Board,
        unless
        any such failure is cured in all material respects to the reasonable
        satisfaction of the UIL Board within sixty (60) days after the Executive
        receives written notice of such failure; or

      


      (2)
        failure to devote substantially all of his working time and efforts to the
        business and affairs of the Company unless any such failure is cured in
        all


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      material
        respects to the reasonable satisfaction of the UIL Board within sixty (60)
        days
        after the Executive receives written notice of such failure; or

       

      (3)
        misconduct that is demonstrably injurious to the interests of the Company
        or its
        Affiliates (as that term is defined in Section 9, unless such misconduct
        is
        rectified in all material respects to the reasonable satisfaction of the
        UIL
        Board within thirty (30) days after the Executive receives written notice
        of
        such misconduct; or

       

       

      (4)
        commission of a serious crime, such as an act of fraud, misappropriation
        of
        funds, embezzlement, or a crime involving personal dishonesty or moral
        turpitude. 

       

       

      (ii)
        Termination
        for Cause After a Change in Control.
        During
        the period that commences on a Change in Control and for twenty-four (24)
        months
        thereafter (the “Change in Control Protective Period”), and subject to the same
        notice and cure provisions specified above, the Company (or its successor
        or
        other entity employing the Executive following such Change in Control) shall
        be
        deemed to have Cause to terminate the Executive’s employment hereunder only upon
        the Executive’s:

       

       

      (1)
        commission of a serious crime, such as an act of fraud, misappropriation
        of
        funds, embezzlement, or a crime involving personal dishonesty or moral
        turpitude; or

       

      (2)
        misconduct that is demonstrably injurious to the interests of the Company
        or its
        Affiliates; or

      


      (3)
        willful failure of the Executive to substantially perform his duties (other
        than
        by reason of incapacity due to physical or mental illness or
        injury).

      


       

      (c)  Termination
        by Company without Cause.
        The
        Company may terminate the Executive’s employment at any time, without cause,
        upon ninety (90) days prior written notice to the Executive. 

       

       

      (d)  Termination
        by Executive.
        

       

       

      (i)  If
        the
        Executive is not in default of any of the Executive’s obligations under Sections
        (2), (9), (10), or (11) hereof, the Executive may terminate employment hereunder
        upon at least thirty (30) days’ prior notice, for failure of the Company to
        observe and perform one or more of its obligations under Sections (2), (3)
        and/or (4) hereof, which failure the Company fails to remedy within such
        notice
        period (a “Breach by the Company”). 

       

       

      (ii)  If
        the
        Executive is not in default of any of the Executive’s obligations under Sections
        (2), (9), (10), or (11) hereof, the Executive may terminate

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      employment
        hereunder in the absence of a Breach by the Company, effective upon at least
        ninety
        (90) days prior
        written notice.

       

       

      (e)  Date
        of Termination.
        For
        purposes of this Agreement, the “Date of Termination” is defined as (i) the
        Executive’s date of death, in the event of his death; or the date of his
        termination due to disability, in the case of disability, or (ii) the date
        specified in the notice of termination, in the case of the Executive’s
        termination pursuant to Sections (5)(b), (5)(c), 5(d) hereof.

       

       

      (6) CONSEQUENCES
        OF TERMINATION OR NON-RENEWAL.

       

       

      (a)
        Termination
        on Death or Disability or Retirement; or by the Executive in the Absence
        of a
        Breach by the Company upon Adequate Notice. 
        If the
        Executive’s employment terminates by reason of the Executive’s death, his total
        or partial physical or mental disability such
        that
        the Executive becomes entitled to long-term disability benefits under the
        Company’s long-term disability plan,
        or if
        the Executive retires on or after reaching age 55 and completing ten years
        of
        service, or terminates employment hereunder in the absence of a Breach by
        the
        Company upon ninety (90) days prior written notice, the Company shall pay
        to the
        Executive or, in the event of death or disability, the Executive’s personal
        representative and/or spouse:

       

       

      (i)
        the
        Executive’s Base Salary earned but unpaid as of the Date of Termination, and
        Accrued Incentive Compensation (as defined in Section 4(b)) earned, but unpaid
        as of the Date of Termination;

       

       

      (ii)
        Stub-Period Incentive Compensation (as defined in Section 4(b)) earned, but
        unpaid, as of the Date of Termination, but only in the case of the Executive’s
        death, termination due to disability or retirement (as hereinbefore defined),
        and not in case of his voluntary termination other than on account of such
        retirement; plus

       

       

      (iii)
        any
        amounts payable pursuant to (4)(d) (unreimbursed business expenses), (4)(e)
        (employee benefits due and owing), (4)(f) (accrued, but unpaid vacation or
        holidays), (4)(g) and 4(b)(ii) (payment of restricted stock, to the extent
        then
        vested), and 4(h) (reimbursement of relocation expenses, to the extent then
        owed
        and unreimbursed); plus

       

       

      (iv)
        any
        benefits or amounts payable, on account of the Executive’s (A) participation in
        any long-term incentive compensation plan and equity compensation plan or
        arrangement, and (B) participation in any elective deferred compensation
        plan in
        which he was a participant as of his termination of service, all as determined
        in accordance with the terms and conditions of such plans and arrangements.
        

       

       

      Pending
        a
        determination that the Executive is entitled to long-term disability benefits,
        the Executive’s short-term disability benefits shall be extended, as necessary
        at 50% of Base Salary, if his length of employment with the Company is of
        such
        short duration that his short term disability benefits would otherwise expire
        before his entitlement to long-term disability benefits is
        determined.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Upon
        payment of these amounts, the Company shall have no further obligation to
        the
        Executive, the Executive’s personal representative and/or spouse under this
        Agreement or on account of, or arising out of, the termination of the
        Executive’s employment.

       

       

      In
        the
        event that the Executive voluntarily terminates employment during the first
        three (3) years of his employment with the Company, he shall be obligated
        to
        repay that portion of relocation assistance provided to him as determined
        in
        accordance with the last paragraph of Section 4(h) of this
        Agreement.

       

       

      (b)
        Upon
        Termination for Cause; or by the Executive on fewer than 90 days
        notice.
        If the
        Company terminates the Executive’s employment for Cause, or the Executive
        terminates employment hereunder in the absence of a Breach by the Company
        and
        upon fewer than ninety
        (90) days prior
        written notice, the Company shall pay to the Executive:

       

       

      (i)
        the
        Executive’s Base Salary earned, but unpaid, as of the Date of Termination;
        plus

       

       

      (ii)
        any
        amounts payable pursuant to Sections (4)(d), (4)(e), 4(f) and (4)(g) and
        4(b)(ii) (payment of restricted stock, to the extent then vested), and 4(h)
        (reimbursement of relocation expenses, to the extent then owed and unreimbursed)
        hereof, and 

       

       

      (iii)
        any
        benefits or amounts payable under any elective non-qualified deferred
        compensation plan in which the Executive had been a participant, 

       

       

      whereupon
        the Company shall have no further obligation to the Executive under this
        Agreement or on account of, or arising out of, the termination of the
        Executive’s employment.

       

       

      In
        the
        event that the Executive voluntarily terminates employment during the first
        three (3) years of his employment with the Company, or is terminated by the
        Company for “Cause”, he shall be obligated to repay that portion of relocation
        assistance provided to him as determined in accordance with the last paragraph
        of Section 4(h) of this Agreement.

       

      


      (c)
        Upon
        Termination Without Cause, or Upon Breach by the Company, not on account
        of a
        Change in Control.
        If the
        Company terminates the Executive's employment hereunder without Cause, or
        if the
        Executive terminates the Executive's employment hereunder on account of a
        Breach
        by the Company, and in either case the termination is not upon a Change in
        Control or within the Change in Control Protective Period, the Company shall
        pay
        or provide (as applicable) to the Executive, the following:

      


       

      (i)
        the
        Executive’s Base Salary earned but unpaid as of the Date of Termination, Accrued
        Incentive Compensation (as defined in Section 4(b)) earned, but unpaid as
        of the
        Date of Termination and Stub-Period Incentive Compensation earned, but unpaid,
        as of the Date of Termination; plus

       

      


       

      (ii)
        any
        amounts payable pursuant to (4)(d) (unreimbursed business expenses), (4)(e)
        (employee benefits due and owing), (4)(f) (accrued, but unpaid vacation or
        holidays),

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (4)(g)
        and 4(b)(ii) (payment of restricted stock, to the extent then vested), and
        4(h)
        (reimbursement of relocation expenses, to the extent then owed and
        unreimbursed); plus

       

      


      (iii)
        any
        benefits or amounts payable, on account of the Executive’s (A) participation in
        any long-term incentive compensation plan and equity compensation plan or
        arrangement, and (B) participation in any elective deferred compensation
        plan in
        which he was a participant as of his termination of service, all as determined
        in accordance with the terms and conditions of such plans and arrangements;
        plus

      


      (iv)
        lump
        sum severance, payable on the first day of the seventh (7th)
        month
        following the Executive’s termination of service, equal to one (1)
        times the
        sum
        of:

      


      (1)
        the
        Executive’s annual Base Salary rate in effect immediately prior to the
        Executive’s Date of Termination, as determined by the UIL Board’s most recent
        review of salary rates pursuant to Section 4(a); and

      


      (2)
        the
        short-term annual incentive compensation payment to which the Executive would
        be
        entitled, calculated as if he had been employed by the Company on the last
        day
        of the year of his Termination, and as if both personal goals and Company
        goals
        had been achieved ‘at target’ without pro-ration for the fact that the Executive
        was employed only a portion of such year. 

      


      (v)
        for
        the period ending on the first anniversary
        of the date of the Executive’s Date of Termination, continued participation in
        the medical and dental plan(s) in which he was a participant as of his Date
        of
        Termination on the same basis as if he remained an active employee, provided
        that such participation is possible under the terms and provisions of such
        plans
        and programs and applicable law. Such period of continued participation shall
        run concurrently with, and reduce day- for-day, any obligation that the Company
        or any Affiliate would have to provide “COBRA” continuation coverage with
        respect to the Executive’s termination of employment. If the Executive’s
        participation in any such plan or program is barred as a result of the
        Executive’s termination, the Company shall arrange to provide the Executive with
        benefits substantially similar on an after-tax basis to those that the Executive
        would have been entitled to receive under such plan or program, provided
        that
        with respect to any benefit to be provided on an insured basis, the value
        of
        such coverage shall be based on the present value of the premiums expected
        to be
        paid for such coverage, and with respect to other benefits, such value shall
        be
        the present value of the expected cost to the Company of providing such
        benefits.

      


       

      (d)
        Upon
        Non-renewal of Agreement at end of Term.
        If the
        Executive’s employment hereunder is terminated due to non-renewal of this
        Agreement, the Company shall pay or provide (as applicable) to the Executive,
        the following:

       

       

      (i)
        the
        Executive’s Base Salary earned but unpaid as of the Date of Termination, Accrued
        Incentive Compensation (as defined in Section 4(b)) earned, but unpaid as
        of the
        Date of Termination and Stub-Period Incentive Compensation earned, but unpaid,
        as of the Date of Termination; plus

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (ii)
        any
        amounts payable pursuant to (4)(d) (unreimbursed business expenses), (4)(e)
        (employee benefits due and owing), (4)(f) (accrued, but unpaid vacation or
        holidays), (4)(g) and 4(b)(ii) (payment of restricted stock, to the extent
        then
        vested), and 4(h) (reimbursement of relocation expenses, to the extent then
        owed
        and unreimbursed)); plus

       

      


      (iii)
        any
        benefits or amounts payable, on account of the Executive’s (A) exercise of his
        then exercisable rights under any long-term incentive compensation plan or
        arrangement, and (B) participation in any deferred compensation plan in which
        he
        was a participant as of his termination of service; plus

      


      (iv)
        lump
        sum severance equal to six (6) months of the
        Executive’s annual Base Salary rate in effect immediately prior to the
        Executive’s Date of Termination, which amount shall be payable as of the first
        day of the seventh (7th)
        month
        following the Executive’s termination of service.

      


      (e)
        Timing
        of Payment.
        Any
        cash
        amount that is due and owing to the Executive upon his termination of service
        pursuant to Section 6 or Section 7 will be paid as soon as administratively
        feasible following the effective date (including any revocation period) of
        the
        Release provided for in Section 6(f); provided, however, that (i) any
        Stub-Period Incentive Compensation shall be calculated following the close
        of
        the calendar year to which such incentive relates in accordance with the
        terms
        of the applicable plan, and shall be paid at the same time as such incentives
        are payable to other executives, but in no event later than March 15 of the
        year
        following the end of the calendar year to which such incentive relates, (ii)
        any
        long-term incentive compensation shall be paid by March 15 of the calendar
        year
        following the end of the performance period to which such compensation relates,
        (iii) any severance payment (or other payment subject to Section 409A of
        the
        Internal Revenue Code) shall be paid as of the first day of the seventh
        (7th)
        month
        following the Date of Termination; and (iv) any elective deferred compensation
        shall be paid in accordance with the terms of the deferred compensation plan,
        subject to the requirements under Section 409A of the Internal Revenue Code
        for
        a six month delay in the case of distributions to ‘key’ employees.

       

      (f)
        Release.
        All
        payments and obligations of the Company under Section (6) and (7)  shall
        be
        conditioned upon the execution and delivery by Executive to the Company of
        a
        full and effective release by Executive of any liability by the Company to
        Executive in form and substance reasonably satisfactory to the Company.


       

      


      (7) CHANGE
        IN CONTROL

      


      (a)
         If
        on, or
        within twenty-four (24) months following, a Change in Control, the Company
        (or
        its successor or other entity employing the Executive following such Change
        in
        Control) either terminates the Executive's employment hereunder without Cause
        or
        fails to renew this Agreement on substantially identical terms, or if the
        Executive terminates the Executive's employment on account of a Constructive
        Termination (as defined in the UIL CIC Plan II), then the Executive shall
        be
        entitled to the following:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (i)
        the
        Executive’s Base Salary earned but unpaid as of the Date of Termination, Accrued
        Incentive Compensation (as defined in Section 4(b)) earned, but unpaid as
        of the
        Date of Termination and Stub-Period Incentive Compensation earned, but unpaid,
        as of the Date of Termination; plus

       

      (ii)
        any
        amounts payable pursuant to (4)(d) (unreimbursed business expenses), (4)(e)
        (employee benefits due and owing), (4)(f) (accrued, but unpaid vacation or
        holidays), (4)(g) and 4(b)(ii) (payment of restricted stock, to the extent
        then
        vested), and 4(h) (reimbursement of relocation expenses, to the extent then
        owed
        and unreimbursed); plus

       

      


      (iii)
        any
        benefits or amounts payable, on account of the Executive’s (A) participation in
        any long-term incentive compensation plan and equity compensation plan or
        arrangement, and (B) participation in any deferred compensation plan in which
        he
        was a participant as of his termination of service, all as determined in
        accordance with the terms and conditions of such plans and arrangements;
        plus

      


      (iv)
        those payments, and benefits, if any, to which the Executive is entitled
        by
        reason of having been designated a Participant in the UIL CIC Plan II, as
        described in Section 4(c) of this Agreement. The severance payments, and
        other
        benefit provisions under such Plan (the “Total UIL CIC Plan Package”) shall be
        controlling and shall supplant the payments and benefits to which the Executive
        would be entitled assuming the Executive were terminated without Cause pursuant
        to the terms of this Agreement, including without limitation any severance
        benefits, short-term incentive compensation and other compensation and benefits
        (other than long term incentive compensation) under this Agreement (the
“Employment Agreement Termination Package”); expressly provided, however, that
        in the event that the Employment Agreement Termination Package exceeds the
        value
        of the Total UIL CIC Plan II Package, then the Executive shall be entitled
        to
        select one or the other Package, but shall not be entitled to both, and shall
        not be entitled to select among compensation elements in each
        Package.

      (b)
        For
        purposes of this Agreement, Change in Control shall mean “Change in Control” as
        defined with respect to the Company employing the Executive in the UIL CIC
        Plan
        II, as amended from time to time.

      


      (c)
        Payment of benefits under this Section 7 shall be subject to, and conditioned
        upon, the provisions of Section 6(e) and (f) hereof.

      


      (8)
        GROSS
        UP FOR EXCISE TAX.

      


      (a)
        Anything in this Agreement to the contrary notwithstanding, in the event
        that it
        shall be determined that any payment made and benefits provided by the Company
        to or for the Executive, whether paid or payable or distributed or distributable
        pursuant to the terms of this Agreement or otherwise, would constitute an
        “excess parachute payment” within the meaning of Section 280G of the Internal
        Revenue Code of 1986 subject to an excise tax under Section 4999 of the Internal
        Revenue Code of 1986 as amended (the “Code”) or any successor provision (the
“Excise Tax”), the Executive shall be paid an additional amount (the “Gross-Up
        Payment”) such that the net amount retained by Executive after deduction of any
        Excise Tax, and any federal,


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      state
        and
        local income and employment tax (including any Excise Tax imposed upon the
        Gross-Up Payment itself) shall be equal to the total amount of all payments
        and
        benefits to which the Executive would be entitled pursuant to this Agreement
        absent the Excise Tax, but net of all applicable federal, state and local
        taxes.
        For purposes of determining the amount of the Gross-Up Payment, Executive
        shall
        be deemed to pay federal income tax and employment taxes at the highest marginal
        rate of federal income and employment taxation in the calendar year in which
        the
        Gross-Up Payment is to be made and state and local income taxes at the highest
        marginal rate of taxation in the state and locality of Executive’s residence in
        the calendar year in which the Gross-Up Payment is to be made, net of the
        maximum reduction in federal income taxes that may be obtained from the
        deduction of state and local taxes.

      


      (b)
        The
        Gross-Up Payment, if any, shall be paid to the Executive or, at the discretion
        of the Company, directly to governmental authorities through tax withholding
        on
        the Executive’s behalf, as soon as practicable following the payment of the
        excess parachute payment, but in any event not later than 30 business days
        immediately following such payment; provided that any Gross-up Payment under
        this Section 8, including Section 8(d) shall be conditioned upon the Executive
        providing the release called for in Section 6(f) and complying with the
        confidentiality and non-compete provisions of this Agreement.

      


      (c)
        Subject to the provisions of Section 8(d), all determinations required to
        be
        made under this Section 8, including whether and when a Gross-Up Payment
        is
        required and the amount of such Gross-Up Payment and the assumptions to be
        utilized in arriving at such determination, shall be made by tax counsel
        appointed by the Company (the "Tax Counsel"), which shall provide its
        determinations and any supporting calculations both to the Company and Executive
        within 10 business days of having made such determination. The Tax Counsel
        shall
        consult with the Company’s benefit consultants and counsel in determining which
        payments to, or for the benefit of, the Executive are to be deemed to be
        ‘parachute payments’ within the meaning of Section 280G(b)(2) of the
        Code. Any
        such
        determination by the Tax Counsel shall be final and binding upon the Company
        and
        Executive. All fees and expenses of the Tax Counsel (and, if applicable benefits
        consultants or other counsel) shall be borne solely by the Company. As a
        result
        of the uncertainty in the application of Section 4999 of the Code at the
        time of
        the initial determination by the Tax Counsel hereunder, it is possible that
        Gross-Up Payments, which will not have been made by the Company, should have
        been made ("Underpayment"). In the event that it is ultimately determined
        in
        accordance with the procedures set forth in Section 8(d) that the Executive
        is
        required to make a payment of Excise Tax, the Tax Counsel shall determine
        the
        amount of the Underpayment that has occurred, and any such Underpayment shall
        be
        promptly paid by the Company to or for the benefit of the
        Executive.

      


      (d)
        The
        Executive shall notify the Company in writing of any claims by the Internal
        Revenue Service that, if successful, would require the payment by the Company
        of
        any, or any additional, Gross-Up Payment. Such notification shall be given
        as
        soon as practicable but no later than 30 days after the Executive actually
        receives notice in writing of such claim and shall apprise the Company of
        the
        nature of such claim and the date on which such claim is requested to be
        paid.
        The Executive shall not pay such claim prior to the expiration of the 30-day
        period following the date on which he gives such notice to the Company (or
        such
        shorter period ending on the date that any payment of taxes with respect
        to such
        claim is due). If the


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Company
        notifies the Executive in writing prior to the expiration of such period
        that it
        desires to contest such claim, the Executive shall:

      


      (1)
        give
        the Company any information reasonably requested by the Company relating
        to such
        claim;

      


      (2)
        take
        such action in connection with contesting such claim as the Company shall
        reasonably request in writing from time to time, including, without limitation,
        accepting legal representation with respect to such claim by an attorney
        selected by the Company and reasonably acceptable to the Executive;

      


      (3)
        cooperate with the Company in good faith in order to contest such claim
        effectively; and

      


      (4)
        if
        the Company elects not to assume and control the defense of such claim, permit
        the Company to participate in any proceedings relating to such
        claim;

       

      provided,
        however, that the Company shall bear and pay directly all costs and expenses
        (including additional interest and penalties) incurred in connection with
        such
        contest and shall indemnify and hold the Executive harmless, on an after-tax
        basis, for any Excise Tax (including interest and penalties with respect
        thereto) imposed as a result of such representation and payment of costs
        and
        expenses. Without limitation on the foregoing provisions of this Section
        8(d),
        the Company shall have the right, at its sole option, to assume the defense
        of
        and control all proceedings in connection with such contest, in which case
        it
        may pursue or forego any and all administrative appeals, proceedings, hearings
        and conferences with the taxing authority in respect of such claim and may
        either direct the Executive to pay the tax claimed and sue for a refund or
        contest the claim in any permissible manner, and the Executive agrees to
        prosecute such contest to a determination before any administrative tribunal,
        in
        a court of initial jurisdiction and in one or more appellate courts, as the
        Company shall determine; provided, however, that if the Company directs the
        Executive to pay such claim and sue for a refund, the Company shall advance
        the
        amount of such payment to the Executive, on an interest-free basis, and shall
        indemnify and hold the Executive harmless, on an after-tax basis, from any
        Excise Tax (including interest or penalties with respect thereto) imposed
        with
        respect to such advance or with respect to any imputed income with respect
        to
        such advance; and further provided, that any extension of the statute of
        limitations relating to payment of taxes for the taxable year of the Executive
        with respect to which such contested amount is claimed to be due is limited
        solely to such contested amount. Furthermore, the Company's right to assume
        the
        defense of and control the contest shall be limited to issues with respect
        to
        which a Gross-Up Payment would be payable hereunder, and the Executive shall
        be
        entitled to settle or contest, as the case may be, any other issue raised
        by the
        Internal Revenue Service or any other taxing authority.

      


      (e)
        If,
        after the receipt by the Executive of an amount advanced by the Company pursuant
        to Section 8(d), the Executive becomes entitled to receive any refund with
        respect to such claim, the Executive shall (subject to the Company's complying
        with the requirements of Section 8(d)) promptly pay to the Company the amount
        of
        such refund (together with any interest paid or credited thereon after taxes
        applicable thereto). If, after the receipt by


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      the
        Executive of an amount advanced by the Company pursuant to Section 8(d),
        a
        determination is made that the Executive shall not be entitled to any refund
        with respect to such claim, and the Company does not notify the Executive
        in
        writing of its intent to contest such denial of refund prior to the expiration
        of 30 days after such determination, then such advance shall be forgiven
        and
        shall not be required to be repaid, and the amount of such advance shall
        offset,
        to the extent thereof, the amount of Gross-Up Payment required to be
        paid.

      


      (9)
        CONFIDENTIAL INFORMATION

      


      The
        Executive recognizes that the Executive’s employment by the Company is one of
        highest trust and confidence by reason of his access to certain trade secrets,
        confidential business practices, and proprietary information concerning the
        Company or any person or entity that directly, or indirectly through one
        or more
        intermediaries, controls or is controlled by, or is under common control
        with,
        the Company (an “Affiliate”), including, without limitation, the Company’s
        methods of doing business, marketing and strategic business plans, employees’
compensation and contract terms, customer lists and customer characteristics
        (collectively referred to as “Proprietary Information”). The Executive agrees
        and covenants to exercise utmost diligence to protect and safeguard the trade
        secrets, confidential business practices and Proprietary Information concerning
        the Company and any Affiliate. The Executive further agrees and covenants
        that,
        except with the prior written consent of the Company, he will not, either
        during
        the Term hereof or thereafter, directly or indirectly, use for his own benefit
        or for the benefit of any other person or organization, or disclose, disseminate
        or distribute to any other person or organization, any of the Proprietary
        Information (whether or not acquired, learned, obtained or developed by the
        Executive alone or in conjunction with another), unless and until such
        Proprietary Information has become a matter of public knowledge through no
        action or fault of the Executive or unless otherwise required by court order
        to
        comply with legal process. All memoranda, notes, records, drawings, documents
        or
        other writings whatsoever made, compiled, acquired or received by the Executive
        during the Term hereof arising out of, in connection with, or related to
        any
        activity or business of the Company are and shall continue to be the sole
        and
        exclusive property of the Company, and shall, together with all copies thereof,
        be returned and delivered to the Company by the Executive immediately, when
        he
        ceases to be employed by the Company, or at any other time upon the Company’s
        demand.

      


      


      (10)
        NON-COMPETITION.

      


      The
        Executive agrees and covenants that, during the Term of this Agreement and
        for a
        period of twelve (12) months following the month during which the Executive
        ceases to be employed by the Company and its Affiliates (the “time in
        question”), the Executive will not, in any capacity, directly or
        indirectly,
        whether
        as a consultant, employee, officer, director, partner, member, principal,
        shareholder, or otherwise: 

      


      (a)
        become employed by, enter into a consulting arrangement with, or otherwise
        perform services for, manage, acquire an ownership in, or participate in
        the
        management or ownership of, a Competitor; or


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)
        directly or indirectly divert or attempt to divert from the Company or any
        Affiliate any business in which the Company or any Affiliate has been actively
        engaged during the Term hereof, or in any way interfere with the relationships
        that the Corporation or any Affiliate has with its sources of supply or
        customers; or

      


      (c)
        directly or indirectly interfere or attempt to interfere with the relationship
        between the Company or any Affiliate and any of such entity’s employees;


      


      unless
        the Company has granted prior written approval which may be withheld for
        any
        reason.

      


      For
        purposes of this Section “Competitor” means any person or entity (a ‘business’)
        that sells goods or services that are directly competitive with those goods
        or
        services sold or provided by the Company or any Affiliate, in a geographic
        area
        in which the Company or Affiliate is doing business and such Competitor is
        also
        doing business at the time in question, and such goods or services were being
        sold or provided at the Date of Termination, and, for the Company’s most
        recently completed fiscal year ending with, or immediately prior to, the
        Date of
        Termination, contributed more than 10% of the revenue of the Company and
        its
        Affiliates. Notwithstanding anything to the contrary in this Section, a business
        shall not be deemed to be a Competitor with the Company if the Executive
        is
        employed by, or otherwise associated with such business, and that business
        has a
        unit that is in competition with the Company or an Affiliate, but the Executive
        does not have direct or indirect responsibilities for the services or goods
        involved in the competition.

      


      Nothing
        in this Section shall be construed to prohibit the ownership by the Executive
        of
        less than five percent (5%) of any class of securities of any entity that
        is
        engaged in any of the foregoing businesses having a class of securities
        registered pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”),
        provided that such ownership represents a passive investment and that neither
        the Executive, nor any group of persons including the Executive, in any way,
        directly or indirectly, manages or exercises control of such entity, guarantees
        any of its financial obligations, or otherwise takes any part in its business,
        other than through exercising the Executive’s rights as a
        shareholder.

      


      For
        purposes of this Section “Affiliate” means any entity that directly or
        indirectly controls, is controlled by, or is under common control with the
        Company.

      


      As
        used
        in Sections 9-11, the term the “Company” shall mean UIL Holdings Corporation,
        and any successor to, or acquirer of, the business or assets of the
        Company.

      


      


       

      (11)
        DISCLOSURE AND ASSIGNMENT OF INVENTIONS AND DISCOVERIES. 

       

       

      (a)
        Disclosure
        of Inventions.
        The
        Executive agrees to make prompt and complete disclosure to the Company of
        all
        inventions and discoveries made or conceived by him, alone or with others,
        while
        this Agreement is in effect, or within a reasonable time thereafter, which
        arise
        out of or relate to the services rendered pursuant to this Agreement. The
        Executive also agrees to keep necessary records, including notes, sketches,
        drawings, models and data supporting all such

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      inventions
        and discoveries made by him, alone or with others, during the course of
        performing the services pursuant to this Agreement, and the Executive agrees
        to
        furnish the Company, upon request, all such records. 

       

       

      (b)
        Assignment
        of Inventions and Discoveries.
        The
        Executive also agrees that he will assign to the Company all inventions and
        discoveries made by him which arise out of and pertain to the services rendered
        pursuant to this Agreement, together with all domestic and foreign patents
        as
        may be obtained on these inventions and discoveries. The Executive further
        agrees that, upon request of the Company, he will execute all necessary papers
        and cooperate in the fullest degree with the Company in securing, maintaining
        and enforcing any such patents which arise out of his services under this
        Agreement. It is understood, however, that these obligations undertaken by
        Executive will be at no expense to him.

       

       

      (12)
        MISCELLANEOUS. 

       

       

         (a)
        Equitable
        Remedies.
        The
        Executive acknowledges that the restrictions provided for in Sections (9)
        through (11) are reasonable and necessary in order to protect the legitimate
        interests of the Company and its Affiliates, and that any violation thereof
        would result in serious damage and irreparable injury to the Company and
        its
        Affiliates. Further, the
        Executive acknowledges that the services to be rendered by him are of such
        unique and extraordinary nature, and the resulting injury to the Company
        from a
        breach of Sections (9) through (11), inclusive, by the Executive would be
        of
        such a nature, that an action at law for the collection of damages would
        not
        provide adequate relief to the Company for the enforcement of its rights
        in the
        event of an actual or threatened violation by the Executive of his commitments
        and obligations under Sections (9) through (11). The Executive agrees that
        upon
        the actual or threatened breach
        or
        violation of any of the commitments under Section (9) through (11), the Company
        shall be entitled to both preliminary and permanent injunctive relief, in
        any
        action or proceeding brought in an appropriate court having jurisdiction
        over
        the Executive, to restrain him from committing any violation of any such
        commitments and obligations. 

       

       

      (b)
        Effect
        Of Breach.
        All
        payments and other benefits payable but not yet distributed to Executive
        under
        Sections (6), (7) or (8) shall be forfeited and discontinued in the event
        that
        the Executive violates Sections (9) through (11) of this Agreement, or willfully
        engages in conduct which is materially injurious to the Company, monetarily
        or
        otherwise, all as determined in the sole discretion of the Company.


       

       

      (c)
        Successors;
        Binding Agreement; Assignment.
        

       

      (i)
        The
        Company will require the acquirer of all or substantially all of the business
        or
        assets of the Company (whether directly or indirectly, by purchase of stock
        or
        assets, merger, consolidation or otherwise), by agreement in form and substance
        reasonably satisfactory to the Executive, to expressly assume and agree to
        perform this Agreement in the same manner and to the same extent that the
        Company would be required to perform it if no such succession had taken place.
        If the Company fails to obtain such agreement prior to the effective date
        of any
        such succession, the Executive may terminate his employment within thirty
        (30)
        days of such succession and treat such termination as a Breach by the Company
        and termination without cause on account of a Change in Control entitling
        the
        Executive to payments and benefits under


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        7
        of this Agreement. For purposes of implementing the foregoing, the date on
        which
        any such succession becomes effective shall be deemed the Date of
        Termination.

       

      (ii) This
        Agreement, and the Executive’s rights and obligations hereunder, may not be
        assigned by the Executive. Any attempted assignment of this Agreement by
        the
        Executive shall be void and of no force or effect. This
        Agreement and all rights of the Executive hereunder shall inure to the benefit
        of and be enforceable by the Executive’s personal or legal representatives,
        executors, administrators, successors, heirs, distributees, devisees and
        legatees.

       

       

      As
        used
        in this Section, the term the “Company” shall include The
        United Illuminating Company, UIL Holdings Corporation, and any successor
        to, or
        acquirer of, the business or assets of the Company that executes and delivers
        the agreement provided for in this Section (12)(c) or which otherwise becomes
        bound by all the terms and provisions of this Agreement by operation of
        law.

       

      (d)  Notices.
        For the
        purpose of this Agreement, notices and all other communications to either
        party
        hereunder provided for in the Agreement shall be in writing and shall be
        deemed
        to have been duly given when delivered or mailed by United States certified
        or
        registered mail, return receipt requested, postage prepaid, addressed, in
        the
        case of the Company, to the Secretary of the Company at 157 Church Street,
        New
        Haven, Connecticut 06506, or, in the case of the Executive, to the Executive
        at
        his residence, or to such other address as either party shall designate by
        giving written notice of such change to the other party. 

       

      (e) Waiver;
        Amendment.
        Except
        to the extent that the CEDC possesses the power to modify or amend this
        Agreement pursuant to its charter, no provision of this Agreement may be
        modified, waived or discharged unless such waiver, modification or discharge
        is
        approved by the UIL Board and agreed to in a writing signed by the Executive
        and
        the Company. No waiver by either party hereto at any time of any breach by
        the
        other party hereto of, or compliance with, any condition or provision of
        this
        Agreement to be performed by such other party shall be deemed a waiver of
        any
        similar or dissimilar provisions or conditions at the same or at any prior
        or
        subsequent time. No agreements or representations, oral or otherwise, express
        or
        implied, with respect to the subject matter hereof have been made by either
        party that are not set forth expressly in this Agreement. The parties hereto
        recognize that certain provisions of this Agreement may be affected by Section
        409A of the Internal Revenue Code and guidance issued thereunder, and agree
        to
        amend this Agreement, or take such other action as may be necessary or
        advisable, to comply with Section 409A.

       

       

      (f)
         Governing
        Law; Severability.
        The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by the laws of the State of Connecticut. The validity or
        unenforceability of any provision or provisions of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect. In the event one or more of
        the
        provisions of this Agreement should, for any reason, be held to be invalid,
        illegal or unenforceable in any respect, the parties agree that such provisions
        shall be legally enforceable to the extent permitted by applicable law, and
        that
        any court of competent jurisdiction shall so enforce such provision, or shall
        have the authority hereunder to modify it to make it enforceable to the greatest
        extent permitted by law. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (g) No
        Conflict.
        The
        Executive hereby represents and warrants to the Company that neither the
        execution nor the delivery of this Agreement, nor the employment of the
        Executive by the Company will result in the breach of any agreement to which
        the
        Executive is a party.

       

       

      (h) Survival.
        The
        provisions of this Agreement shall not survive the termination of this Agreement
        or of the Executive’s employment hereunder, except that the provisions of
        Sections (6) through (12) hereof shall survive such termination and shall
        be
        binding upon the Executive, the Executive’s personal representative and/or
        spouse, the Company, and the Company’s successors and assigns.

       

       

      (i) Counterparts;
        Facsimile Execution.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original but all of which together shall constitute one and the
        same
        instrument. Facsimile execution and delivery of this Agreement is legal,
        valid
        and binding execution and delivery for all purposes.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

      


      


      


      UIL
        HOLDINGS CORPORATION

      


      Attest: 

      


      


      
        	
                /s/Angel
                  A. Bruno    

              	
                By:

              	
                /s/Nathaniel
                  D. Woodson            

              
	
                Angel
                  A. Bruno

              	 	
                Nathaniel
                  D. Woodson, Chairman and Chief

              
	 	 	
                Executive
                  Officer

              
	 	 	
                1.10.06

              


      

      


      


      
        	
                /s/Richard
                  Doying    

              	 	
                /s/James
                  P. Torgerson              

              
	
                Richard
                  Doying

              	 	
                James
                  P. Torgerson