EXHIBIT 10.16c


                            UIL HOLDINGS CORPORATION
                      1999 AMENDED AND RESTATED STOCK PLAN

1.       INTRODUCTION.
         -------------

         (a) Purpose. The purpose of the UIL Holdings Corporation 1999 Amended
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and Restated Stock Plan ("the Plan") is to promote the profitability of UIL
Holdings Corporation ("the Company") and its Subsidiaries by providing members
of the Boards of Directors, officers and certain key employees of the Company
and its Subsidiaries with incentives to contribute to the success of the Company
and by enabling the Company to attract, retain and reward the best available
Directors and managerial employees. The Plan, known prior to March 24, 2003 as
The United Illuminating Company 1999 Stock Option Plan was originally effective
on March 22, 1999 (the "Original Effective Date"). This restated Plan shall be
effective as of March 24, 2003 (the "Restatement Effective Date").

         On and after the Original Effective Date, the Administrator shall have
the authority to grant Nonqualified Stock Options and Incentive Stock Options in
accordance with the terms of the Plan. On and after the Restatement Effective
Date, the Administrator shall also have the authority to grant Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance
Shares.

         (b) Definitions. For purposes of the Plan, the following terms shall
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have the following meanings:

         "Administrator" shall mean the committee designated by the Board of
Directors to administer the Plan, as provided in Section 2 of this Plan.

         "Award" means any award, grant or benefit provided under the Plan,
including without limitation, any Stock Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, or Performance Share.

         "Award Agreement" means any written agreement or other document
evidencing an Award granted under the Plan. The terms of any plan or guideline
adopted by the Board or the Administrator, which is applicable to an Award,
shall be deemed incorporated into this Plan by reference.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor code.

         "Covered Award" means an Award, other than an Option or other Award
with an exercise price per Share not less than the Fair Market Value of a Share
on the date of grant of such Award, to a Covered Employee, if it is designated
as such by the Administrator at the time it is granted. Covered Awards are
subject to the provisions of Section 11 of this Plan.

         "Covered Employees" means Participants who are designated by the
Administrator prior to the grant of an Award who are, or are expected to be at
the time taxable income will be realized with respect to the Award, "covered
employees" within the meaning of Section 162(m) of the Code.

         "Employee" shall mean an Employee of the Company or one of its
Subsidiaries.

         "Fair Market Value" on any date shall be the average of the high and
low sales price of shares of Common Stock on The New York Stock Exchange
composite tape, or such other recognized market source as may be designated by
the Administrator from time to time, on such date. If there is no sale on such
date, then such average price on the last previous day on which a sale is
reported shall govern.

         "Incentive Stock Option" shall have the meaning set forth in Section
422 of the Code and shall be granted only to Employees.



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         "Nonqualified Stock Option" shall be any option to purchase from the
Company a share of its no par value Common Stock ("Common Stock") other than an
Incentive Stock Option. Any Option granted to a Director and any other
individual who is not an Employee shall be a Nonqualified Stock Option.

         "Optionee" shall mean a Participant to whom Incentive or Nonqualified
Stock Options are granted under the terms of the Plan.

         "Participant" shall mean any Employee or Director of the Company or a
Subsidiary granted an Award under the Plan.

         "Performance Goals" means one or more objective performance goals,
established by the Administrator at the time an Award is granted, and based upon
the attainment of targets for one or any combination of the following criteria,
which may be determined solely by reference to the Company's performance or the
performance of a Subsidiary (or any business unit) or based on comparative
performance relative to other companies: (i) net income; (ii) earnings before
income taxes; (iii) earnings per share; (iv) return on stockholders' equity; (v)
expense management; (vi) profitability of an identifiable business unit or
product; (vii) revenue growth; (viii) earnings growth; (ix) cash flow; (x)
return on assets; (xi) pre-tax operating income; (xii) net economic profit
(operating earnings minus a charge for capital); (xiii) customer satisfaction;
(xiv) employee satisfaction; (xv) strategic innovation; or (xvi) any combination
of the foregoing. Performance Goals shall be set by the Administrator within the
time period prescribed by Section 162(m) of the Code.

         "Performance Share" means any grant of a right to receive Shares that
is contingent on the achievement of performance or other objectives during a
specified period.

         "Released Securities" shall mean securities that were restricted, with
respect to which all applicable restrictions have expired, lapsed, been
satisfied or been waived.

         "Restricted Stock" means any grant of Shares, and "Restricted Stock
Unit" means the grant of a right to receive Shares in the future, with such
Shares or right to future delivery of such Shares being subject to a risk of
forfeiture or other restriction that will lapse upon the achievement of one or
more goals relating to the completion of service by the Participant, or
achievement of some performance or other objectives, all as determined by the
Administrator in accordance with Section 5(c) of the Plan.

         "Shares" means the Common Stock of UIL Holdings Corporation and such
other securities or property as may become the subject to Awards pursuant to an
adjustment made under Section 6 or 8 of the Plan.

         "Stock Appreciation Rights" or "SAR" means any right to the
appreciation in underlying Shares as provided for in Section 5(b) of the Plan.

         "Stock Options" or "Options" shall refer collectively to Incentive
Stock Options and Nonqualified Stock Options.

         "Subsidiary" or "Subsidiaries" of the Company shall mean one or more
corporations, a majority of the outstanding shares of voting stock of which is
owned directly or indirectly by the Company.

2.       ADMINISTRATION.
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         The Plan shall be administered by a committee of the Company's Board of
Directors, as it may be constituted from time to time, which committee shall
consist of no fewer than three members and shall not include any member of said
Board who is, or within twelve (12) months prior to the exercise of any
discretion under this Plan has been, an employee of the Company or its
Subsidiaries. Each member of the committee shall be an "outside director" as
such term is defined in Section 162(m) of the Code and a "non-employee director"
under Section 16(b) of the Securities Exchange Act of 1934, as amended.




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         The Administrator shall have full power and authority to interpret the
Plan and any Award Agreement issued thereunder, and may, from time to time,
prescribe, adopt, amend and rescind any rules and regulations it deems
appropriate for the administration of the Plan and for the continued
qualification under the Code of any Incentive Stock Option issued hereunder.
Decisions of the Administrator on all matters relating to the Plan shall be
conclusive and binding on the Company, its shareowners and Plan Participants.

         The Administrator shall have full power and authority to: (i) designate
Participants; (ii) determine Awards to be granted to Participants; (iii)
determine the number of Shares (or securities convertible into Shares) to be
covered by Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards, or other
property, or canceled, substituted, exercised, provided that no such action will
result in the repricing of Options; (vi) determine whether, to what extent and
under what circumstances Awards (other than Awards of Stock Options), and
amounts payable in cash, Shares or other property with respect to an Award, may
be deferred automatically or at the election of the Participant or the
Administrator; and (vii) determine or take any other action that it deems
necessary or advisable for proper administration of the Plan.

         Notwithstanding any other provision of the Plan, neither the
Administrator, nor the Board, may reprice, replace or regrant any Option granted
under the Plan (i) through cancellation and replacement or regrant with lower
priced options, or (ii) by lowering the option exercise price of a previously
granted Award, without the prior approval of Company shareowners.

         The validity, construction and effect of the Plan, and any rules and
regulations relating thereto, shall be determined in accordance with the laws of
Connecticut and applicable federal law.

3.       SHARES AVAILABLE FOR THE PLAN.
         -----------------------------

         Subject to the adjustments prescribed in Sections 6 and 8, a maximum of
1,350,000 Shares are available for granting Awards under the Plan (the "Plan
Maximum"). Of the Plan Maximum, no more than 200,000 Shares may be issued
pursuant to Awards of Restricted Stock, Restricted Stock Units and Performance
Share Awards. Only Shares relating to Awards actually issued or granted
hereunder shall be counted against the Plan Maximum. If any Award granted under
the Plan expires, is forfeited, cancelled, terminates unexercised or, for any
reason, becomes unexercisable, the Shares represented by such Award shall
thereafter be available for further grants under the Plan and shall not count
against the Plan Maximum. Any Shares covered by an Award that are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation shall not be deemed to have been delivered for purposes
of determining the Plan Maximum. If the exercise price of any Award is paid by
the Participant surrendering a Share of Common Stock, either by actual delivery
or by attestation, only the number of Shares issued net of the Shares tendered
shall be deemed purchased for purposes of calculating the Plan Maximum.

4.       PARTICIPATION AND DETERMINATION OF AWARDS.
         -----------------------------------------

         The Administrator shall, from time to time, select those members of the
Board of Directors, officers and key full-time Employees of the Company and its
Subsidiaries to whom Awards shall be granted, and shall determine:

         (i) the number of Shares issued pursuant to Awards; provided that with
respect to any Participant, no more than 150,000 Shares may be subject to Awards
of Options and Stock Appreciation Rights in any calendar year, and no more than
50,000 Shares may be subject to Awards other than Options or Stock Appreciation
Rights granted during any calendar-year period (regardless of when such Shares
are deliverable);

         (ii) the terms and conditions of any Award, including, without
limitation, whether Stock Options shall be Nonqualified or Incentive Stock
Options, or some combination thereof, the periods within which such Stock
Options shall be exercisable, and whether any such Stock Option shall include a
right to purchase an additional share of Common Stock (a "Reload Right")
contingent upon the Optionee having exercised such Stock Option and having paid
the exercise price in full by surrendering, either actually, or by attestation,
a share or shares of Common Stock having a Fair Market Value on the date of the
exercise equal to the exercise price of such Stock Option;



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         (iii) the extent to which Awards may be settled or exercised in cash or
Shares, other securities or other property, or canceled, substituted or
forfeited;

         (iv) the extent to which, and under what circumstances, Shares (other
than those attributable to the exercise of Stock Options) shall be deferred
either automatically or at the election of the Participant.

         A grant of an Award at any time to a Participant shall neither
guarantee nor preclude a grant to such Participant at any later time.

         Participation in the Plan shall be limited to those members of the
Board of Directors, officers and key full-time Employees selected by the
Administrator in its sole discretion. Members of the Board of Directors and any
other individuals who are not Employees shall not be eligible to receive
Incentive Stock Options.

         Nothing in the Plan or in any Award granted shall confer any right on
an Employee to continue in the employ of the Company or shall interfere in any
way with the right of the Company to terminate an Employee's employment at any
time.

5.       TERMS AND CONDITIONS OF AWARDS.
         ------------------------------

         (A) OPTIONS.  The Stock Options granted shall be subject to the
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following terms and conditions:

         (i) Exercise Price of Stock Options. Regardless of whether the Stock
             -------------------------------
Option granted is a Nonqualified or Incentive Stock Option, the purchase price
per Share deliverable upon the exercise of each Stock Option shall not be less
than 100% of the Fair Market Value of Shares of Common Stock on the date the
Stock Option is granted or, in the case of a Stock Option arising from the
exercise of a Reload Right, on the date that the Reload Right is exercised. No
Stock Option may be repriced by the Administrator. In the case of the grant of
any Incentive Stock Option to an Optionee who, at the time of the grant, owns
more than 10% of the total combined voting power of all classes of stock of the
Company or any of its Subsidiaries, the option exercise price per share shall
not be less than 110% of the Fair Market Value of shares of Common Stock on the
date the Stock Option is granted or, in the case of a Reload Right, on the date
that the Reload Right is exercised.

         (ii) The exercise price of a Stock Option shall be payable in cash or
by the Optionee's surrendering, either actually or by attestation, shares of
Common Stock, which were held by the Optionee for at least a six-month period at
the time the Stock Option is exercised and having a Fair Market Value on the
date of exercise equal to the exercise price of such Stock Option, or in any
combination thereof, as determined by the Administrator.

         (iii) Term and Exercisability of Stock Options. The Administrator
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shall determine the period within which each Stock Option granted shall be
exercisable and may provide that a number of Stock Options shall become
exercisable in installments; provided, however, that

         (1)      except as provided in Section 7 of this Plan, in no event
                  shall any Stock Option be exercisable less than one year, or
                  more than ten years, from the date it is granted;

         (2)      except as provided in Section 7 of this Plan, no more than
                  one-third of the number of Stock Options granted to an
                  Optionee on any date may first become exercisable in any
                  twelve-month period;

         (3)      in the case of the grant of an Incentive Stock Option to an
                  Optionee who, at the time of the grant, owns more than 10% of
                  the total combined voting power of all classes of stock of the
                  Company or any of its Subsidiaries, in no event shall such
                  Stock Option be exercisable more than five years from the date
                  of the grant;

         (4)      in the case of Incentive Stock Options, except as provided in
                  Section 7 of this Plan, the number of Stock Options granted to
                  an Optionee on any date that may first become exercisable in
                  any calendar year shall be limited to $100,000 divided by the
                  exercise price per Stock Option, as determined in accordance
                  with Section 422(d) of the Code and the Treasury regulations
                  issued thereunder; and


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<PAGE>

         (5)      a Stock Option arising from the exercise of a Reload Right
                  shall become exercisable on the six-month anniversary of the
                  date when the Reload Right was exercised and shall expire on
                  the same date on which the Stock Option from which it arose
                  would have expired if it had not been exercised.

         (iv) Continued Employment. Except as otherwise provided in subsection
              --------------------
(vi) of this Section 5, an Employee who is an Optionee may exercise a Stock
Option only (i) if he or she is, and has continuously been since the date the
Stock Option was granted, a full-time Employee.

         (v)  Shareowner Rights. Prior to the exercise of a Stock Option and
              -----------------
delivery of the Common Stock shares purchased thereby, the Optionee shall have
no right to dividends nor be entitled to voting or any other rights on account
of such Stock Option.

         (vi) Exercisability of Options Upon Certain Events. Upon the
              ---------------------------------------------
termination of an Optionee's service as a Director of the Company, or of an
Employee-Optionee's full-time employment, as a result of retirement, death or
disability, all Stock Options of the Optionee that have not expired or been
exercised, shall become immediately exercisable. Upon the termination of an
Employee-Optionee's full-time employment for any other reason, including but not
limited to voluntary or involuntary termination, all of the Optionee's Stock
Options that are not then exercisable shall automatically expire. An
Employee-Optionee shall be considered "retired" or "disabled" for purposes of
the Plan if he or she is entitled to a service pension, disability pension,
disability benefit or disability allowance under the Company's pension or
disability plan and a Director shall be deemed "retired" or "disabled" if so
determined by the Administrator.

         (1)      Upon Death. If an Optionee's service as a Director, or an
                  ----------
                  Employee-Optionee's full-time employment, is terminated by
                  death, such Optionee's legal representative or successor by
                  bequest or the laws of descent and distribution (each a
                  "Successor in Interest") may exercise, in whole or in part,
                  Stock Options exercisable by such Optionee on the date of his
                  or her death, from time to time within one year after such
                  Optionee's date of death.

         (2)      Upon Retirement, or Termination Due to Disability. If an
                  -------------------------------------------------
                  Optionee's full-time employment, or service as a Director, is
                  terminated due to retirement or disability, such Optionee, or
                  his or her guardian or Successor in Interest, may exercise, in
                  whole or in part: (A) Nonqualified Stock Options exercisable
                  by such Optionee on the date of termination of his or her
                  full-time employment (or service, in the case of a Director),
                  from time to time within three years after such date; and (B)
                  Incentive Stock Options exercisable by such Employee-Optionee
                  on the date of his or her retirement, from time to time within
                  three months after such date.

         (3)      Upon Voluntary or Involuntary Termination of Service. Upon a
                  ----------------------------------------------------
                  voluntary or involuntary termination of an Employee-Optionee's
                  full-time employment, or upon a Director's termination of
                  service as a Director, due to any cause other than the death,
                  retirement or disability, such Optionee, or his or her
                  Successor in Interest, may exercise, in whole or in part: (A)
                  Nonqualified Stock Options exercisable by such Optionee on the
                  date of termination of his or her full-time employment (or
                  service as a Director), from time to time within five months
                  after such date; and (B) Incentive Stock Options exercisable
                  by such Employee-Optionee on such date, from time to time
                  within three months after such date; provided, however, that
                  if an Employee-Optionee or Director is terminated for cause
                  (as determined by the Administrator), or if an
                  Employee-Optionee, at any time after his or her voluntary or
                  involuntary termination of full-time employment, engages in
                  any occupation or business that, in the opinion of the
                  Administrator, is a competitor of the Company or any of its
                  Subsidiaries, all of such Optionee's unexercised Stock Options
                  may be canceled by the Administrator.

         (B) STOCK APPRECIATION RIGHTS. The Administrator is authorized to
             -------------------------
grant Stock Appreciation Rights ("SARs") to Participants which may, but need
not, relate to a specific Option granted under the Plan. Subject to the terms of
the Plan and any applicable Award Agreement, each Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive,
upon exercise thereof, the excess of (i) the Fair Market Value of one Share on
the date of exercise over (ii) the exercise price of the SAR, which shall not be
less than the Fair Market Value of one Share on the date of the grant of the
Stock Appreciation Right. Subject to the terms of the Plan and


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<PAGE>

any applicable Award Agreement, the exercise price, term, methods of exercise,
methods of payment or settlement, and any other terms and conditions of any
Stock Appreciation Right shall be as determined by the Administrator, but in no
event shall the term of a Stock Appreciation Right exceed a period of ten years
from the date of its grant. Settlement of SARs may be made in cash, in Shares of
Stock (valued at Fair Market Value at the date of exercise), or in a combination
thereof, as determined by the Administrator.

         (C) RESTRICTED STOCK; RESTRICTED STOCK UNITS.
             ----------------------------------------

         (i)  Issuance. The Administrator is authorized to grant Awards of
              --------
Restricted Stock, Restricted Stock Units and Performance Shares to Participants
in such amounts, and subject to such terms and conditions, as the Administrator
shall determine.

        (ii)  Restrictions. Any such Award shall be subject to such conditions
              ------------
and restrictions as the Administrator may impose (including, without limitation,
any limitation on the right to vote Restricted Stock or to receive dividends),
which may lapse at such time as the Administrator may deem appropriate.
Notwithstanding the foregoing and subject to the provisions of Section 7, any
Awards of Restricted Stock or Restricted Stock Units as to which the sole
restriction relates the passage of time and continued service shall have a
continued service requirement of not fewer than three (3) years from the date of
grant; and a period of not less than one (1) year after the grant for an Award
that is based on the attainment of Performance Goals. Subject to the previous
sentence, a Participant's interest in Restricted Stock or Restricted Stock
Units awarded will vest only at the close of business on the date on which the
vesting date occurs (as specified in his Award Agreement). Restricted Stock
Units shall carry no voting rights.

         (iii) Dividends and Dividend Equivalents. An Award of Restricted
               ----------------------------------
Stock or Restricted Stock Units may provide the Participant with the right to
receive dividend payments or, in the case of Restricted Stock Units, amounts
equivalent to cash dividends ("Dividend Equivalents") with respect to Shares
subject to the Award, which payments may, in the Administrator's discretion,
either be made currently or credited to an account for the Participant, and may
be settled in cash or Shares, all as determined by the Administrator. Unless
otherwise determined by the Administrator with respect to a particular Award,
each outstanding Restricted Stock Unit shall accrue Dividend Equivalents,
deferred in cash, which amounts will be paid only when and if the Restricted
Stock Unit (on which such Dividend Equivalents were accrued) vests. To the
extent that a Restricted Stock Unit does not vest or is otherwise forfeited,
any accrued and unpaid Dividend Equivalents shall be forfeited.

         (iv) Termination of Employment.
              -------------------------

                  (1) Due to Death; Disability or Retirement or Termination with
                      ----------------------------------------------------------
the Company's Consent. Any Restricted Stock, or Restricted Stock Units, not yet
---------------------
vested as of the date that a Participant's employment (or service as a Director)
terminates due to death, disability, or retirement or termination with the
consent of the Company, then any Restricted Stock or Restricted Stock Units (and
any related Dividend Equivalents) not yet vested shall continue to vest. Any
vested portion of a Restricted Stock Unit Award shall be paid as soon as
practicable, subject to the provisions of the Plan. An Employee who is a in
receipt of a Restrict Stock or Restrict Stock Unit Award shall be considered
"retired" or "disabled" for purposes of the Plan if he or she is entitled to a
service pension, disability pension, disability benefit or disability allowance
under the Company's pension or disability plan and a Director shall be deemed
"retired" or "disabled" if so determined by the Administrator.

                  (2) For Cause or Without the Company's Consent. Any Restricted
                      ------------------------------------------
Stock or Restricted Stock Units, not yet vested as of the date that a
Participant's employment (or service as a Director) terminates for cause, or
without the Company's consent, as determined by the Administrator, shall be
forfeited and cancelled upon such termination of service.

         (D) OTHER STOCK BASED AWARDS. The Administrator is hereby authorized to
             ------------------------
grant to Participants Performance Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, Shares
(including without limitation securities convertible into Shares), as are deemed
by the Administrator to be consistent with the purposes of the Plan; provided,
however, that such grants must comply with Rule 16b-3 and applicable law. The
Administrator shall designate whether any such Awards are intended to be
"performance-based compensation" as that term is used in Section 162(m) of the
Code. Any Award so designated shall be conditioned on the achievement of one or
more Performance Goals. For Awards intended to be


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<PAGE>

"performance-based compensation", the grant of the Awards and the establishment
of the performance measures shall be made during the period required under Code
Section 162(m).

         (i)  If applicable, Shares or other securities delivered pursuant to a
purchase right granted under this Section 5(d) shall be purchased for such
consideration, which may be paid by such method or methods and in such form or
forms, including without limitation cash, Shares, other securities, other Awards
or other property, or any combination thereof.

         (ii) In granting any Performance Based Award pursuant to this
Section 5(d), the Administrator shall also determine what effect the termination
of employment of the Participant holding such Award shall have on the rights of
the Participant pursuant to the Award.

         (iii) The Administrator shall determine whether all or part of the
conditions to payment of a Performance Share Award have been fulfilled and, if
so, the amount of the payment to which the Participant is entitled.

         (E) DEFERRAL. The Administrator, in an Award Agreement or otherwise,
             --------
may permit a Participant to defer the delivery of Shares of Stock that otherwise
would be due to such Participant upon the satisfaction, lapse or waiver of
restrictions with respect to Restricted Stock. Such deferrals shall be made in
accordance with the provisions of the UIL Holdings Deferred Compensation Plan,
as amended from time to time, or any successor or substitute plan.

         (F) GENERAL PROVISIONS. The following general provisions shall apply to
             ------------------
all Awards granted hereunder, subject to the terms of other sections of this
Plan or any Award Agreement.

         (i)      Award Agreements. Each Award granted under this Plan shall be
                  ----------------
                  evidenced by an Award Agreement which shall specify the
                  relevant material terms and conditions of the Award and which
                  shall be signed by the Participant receiving such Award, if so
                  indicated by the Award.

         (ii)     Rule 16b-3 Six Month Limitations.  To the extent necessary in
                  -----------------------------------
                  order to have the grant of an Award, the exercise of an Award
                  or any derivative security, or the sale of securities
                  corresponding to an Award, be considered to be an exempt
                  transaction under Section 16(b) of the Securities Exchange Act
                  of 1934, any equity security granted under the Plan to a
                  Participant must be held by such Participant for at least six
                  months from the date of grant, or in the case of a derivative
                  security granted pursuant to the Plan to a Participant, at
                  least six months must elapse from the date of acquisition of
                  the derivative security to the date of disposition of the
                  derivative security (other than upon exercise or conversion)
                  or its underlying equity security.  Terms used in the
                  preceding sentence shall, for the purposes of such sentence
                  only, have the meanings if any, assigned or attributed to them
                  under Rule 16b-3.

         (iii)    Limits on Transfer of Awards.  No Award (other than Released
                  -----------------------------
                  Securities), and no right under any such Award may be
                  assigned, alienated, pledged, attached, encumbered, sold,or
                  transferred by a Participant other than by will or by the laws
                  of descent and distribution or pursuant to a domestic
                  relations order (or, in the case of Awards that are forfeited
                  or canceled, to the Company).  Any purported assignment, sale,
                  transfer, thereof shall be void and unenforceable.  If the
                  Administrator so indicates in writing to a Participant, he or
                  she may designate one or more beneficiaries who may exercise
                  the rights of the Participant and receive any property
                  distributable with respect to any Award upon the death of the
                  Participant.  Except as otherwise expressly provided herein or
                  in an Award Agreement, each Award, and each right under any
                  Award,shall be exercisable, during the Participant's lifetime
                  only by the Participant or, if permissible under applicable
                  law, by the Participant's guardian or legal representative or
                  by a transferee receiving such Award pursuant to a domestic
                  relations order referred to above.

         (iv)     No Cash Consideration for Awards. Awards may be granted for no
                  --------------------------------
                  cash consideration, or for such minimal cash consideration as
                  the Administrator may specify, or as may be required by
                  applicable law.

         (v)      Awards May Be Granted Separately or Together.  Awards may, in
                  --------------------------------------------
                  the discretion of the Administrator, be granted either alone
                  or in addition to, in tandem  with, or in substitution for
                  any,


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<PAGE>

                  other Award or any award granted under any other plan of the
                  Company or any Subsidiary.  Awards granted in addition to or
                  in tandem with other Awards or in addition to or in tandem
                  with awards granted under any other plan of the Company or any
                  Subsidiary may be granted either at the same time as or at a
                  different time from the grant of such other Awards or awards.
                  Performance Awards and Awards which are not Performance Awards
                  may be granted to the same Participant.

         (vi)     Forms Of Payment Under Awards.  Subject to the terms of the
                  --------------------------------
                  Plan and of any applicable Award Agreement, payments or
                  transfers to be made by the Company or a Subsidiary upon the
                  grant, exercise, or  payment of an Award may be made in such
                  form or forms as the Administrator shall determine, including,
                  without limitation, cash, Shares, other securities, other
                  Awards, or other property, or any combination thereof, and may
                  be made in a single payment or transfer, in installments, or
                  on a deferred  basis, in each case in accordance with rules
                  and procedures established by the Administrator.  Such rules
                  and procedures 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 in respect of installment or deferred payments.

         (vii)    Term of Awards. Except as otherwise provided in this Plan
                  --------------
                  (with respect, for example, to Awards with specific term
                  limitations), the term of each Award shall be for such period
                  as may be determined by the Administrator.

         (viii)   Share Certificates.  All certificates for Shares or other
                  -------------------
                  securities delivered under the Plan pursuant to any Award or
                  the exercise thereof shall be subject to such stop transfer
                  orders and other restrictions as the Administrator may deem
                  advisable under the Plan or the rules, regulations, and other
                  requirements of the Securities and Exchange Commission, any
                  stock exchange upon which such Shares or other securities are
                  then listed, and any applicable Federal or state securities
                  laws, and the Administrator may cause a legend or legends to
                  be put on any such certificates to make appropriate reference
                  to such restrictions.  Unrestricted certificates representing
                  Shares, evidenced in such manner as the Administrator shall
                  deem appropriate, shall be delivered to the holder of
                  Restricted Stock, Restricted Stock Units or any other relevant
                  Award promptly after such related Shares shall become Released
                  Securities.

         (ix)    Transfers within Controlled Group; Leaves of Absence. Transfer
                 ----------------------------------------------------
                 from the Company to a Subsidiary, from a Subsidiary to the
                 Company, and from one Subsidiary to another, shall not be
                 considered a termination of employment. Nor shall it be
                 considered a termination of employment if a Participant is
                 placed on a military or sick leave or such other leave of
                 absence, which is considered as continuing intact the
                 employment relationship; in such a case, the employment
                 relationship shall be continued until the date when an
                 employee's right to reemployment shall no longer be guaranteed
                 either by law or by contract.

         (x)     Listing, Registration and/or Approvals.  Each Award granted
                 ------------------------------------------
                 shall be subject to the requirement that if at any time the
                 Administrator determines it is necessary or desirable to list,
                 register or qualify any shares of Common Stock subject to such
                 Award upon any securities exchange or under any state or
                 federal law, or to obtain the consent or approval of any
                 governmental regulatory body as a condition of, or in
                 connection with, the granting of such Award or the issue or
                 purchase of shares of Common Stock thereunder, no such Award
                 may be exercised in whole or in part unless such listing,
                 registration, qualification, consent or approval shall have
                 been effected or obtained, free of any conditions not
                 acceptable to the Administrator.

6.       ADJUSTMENTS.
         -----------

         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, such that an adjustment is determined by the Administrator to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or any
outstanding Award, the Administrator shall make such adjustments as it deems
appropriate in the number and kind of shares which may be purchased pursuant to
the Plan, in (i) the number or kind of Shares available for the


                                       8
<PAGE>

future granting of Awards hereunder, (ii) the number and kind of Shares covered
by the Awards granted, and (iii) the grant, purchase, or exercise price with
respect to any Award; provided, however, that with respect to an Incentive Stock
Option no such adjustment shall be authorized to the extent that such would
cause the termination of the Incentive Stock Option treatment pursuant to
applicable Code requirements. In the event of any merger, consolidation or other
reorganization in which the Company is not the surviving or continuing entity,
all Awards granted hereunder and outstanding on the date of such event 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 Common Stock are
exchanged for shares of the common stock of another corporation, all Awards
granted hereunder and outstanding on the effective date of the share exchange
shall be automatically converted into Awards of the other corporation on
identical terms, and the other corporation shall assume this Plan, or if the
Administrator deems such action appropriate, it may provide for a cash payment
to the holder of an outstanding Award.

7.       ACCELERATION UPON A CHANGE OF CONTROL.
         -------------------------------------

         (a) Except as the Board of Directors or the Administrator may expressly
provide otherwise prior to a Change in Control of the Company, (as defined in
Subsection 7(b) below) in the event of a Change in Control of the Company);

         (i) All Options and Stock Appreciation Rights then outstanding shall
become immediately and fully exercisable, notwithstanding any provision therein
for the exercise of installments;

         (ii) All restrictions and conditions of all Restricted Stock and
Restricted Stock Units then outstanding shall be deemed satisfied as of the date
of the Change of Control; and

         (iii) All Performance Share Awards shall become vested, deemed earned
in full and promptly paid to the Participants, without regard to payment
schedules and notwithstanding that the applicable performance cycle or retention
cycle shall not have been completed.

         (b) "Change in Control" of the Company shall mean any of the following
events, with the term "Company" being used in this definition to refer also to a
Change in Control of any Subsidiary, with respect to each Participant employed
by such Subsidiary:

         (i) Any merger or consolidation of such Company with any corporate
shareowner or group of corporate shareowners holding twenty-five percent (25%)
or more of the Common Stock of UIL Holdings Corporation (or a successor to UIL
Holdings Corporation, whether direct or indirect, by purchase, merger,
consolidation or otherwise - a "Successor"), or with any other corporation or
group of corporations that is, or after such merger or consolidation would be,
or be affiliated with, a shareowner or group of shareowners owning at least
twenty-five percent (25%) of the Common Stock of UIL Holdings Corporation or a
Successor, or

         (ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of any assets of such Company having an aggregate fair market value
of $50 million or more to or with any shareowner or group of shareowners holding
twenty-five percent (25%) or more of the Common Stock of UIL Holdings
Corporation or a Successor, or to or with any affiliate of any such shareowner
or group of shareowners; or

         (iii) The issuance or sale by such Company, or the sale by UIL Holdings
Corporation or a Successor, in exchange for cash, securities or other
consideration having an aggregate fair market value of $50 million or more, of
any securities of such Company to any shareowner or group of shareowners holding
twenty-five percent (25%) or more of the Common Stock of UIL Holdings
Corporation or a Successor, or to any affiliate of any such shareowner or group
of shareowners; or

         (iv) The implementation of any plan or proposal for the liquidation or
dissolution of such Company, or of UIL Holdings Corporation or a Successor,
proposed by or on behalf of any shareowner or group of shareowners owning at
least twenty-five percent (25%) of the Common Stock of UIL Holdings Corporation
or a Successor, or by or on behalf of any affiliate of any such shareowner or
group of shareowners; or

         (v) Any reclassification of securities (including a reverse stock
split), or recapitalization, of UIL Holdings Corporation or a Successor, or any
other transaction, which has the effect, directly or indirectly, of increasing
the


                                       9
<PAGE>

proportionate share of outstanding shares of any class of equity securities,
or securities convertible into any equity securities, of UIL Holdings
Corporation or a Successor, which class of securities is directly or indirectly
owned by a shareowner or group of shareowners owning at least twenty-five
percent (25%) of the Common Stock of UIL Holdings Corporation or a Successor, or
by any affiliate of any such shareowner or group of shareowners.

         The Board of Directors of the Company may, from time to time, by the
affirmative vote of not less than a majority of the entire membership of said
Board of Directors, at a meeting of said Board of Directors called and held for
the purpose, modify the phrase "twenty-five percent (25%)" in one or more of the
foregoing subparagraphs to a lesser percentage, but not less than twenty percent
(20%).

8.       TERMINATION AND MODIFICATION.
         ----------------------------

         (a) Of the Plan. Unless previously terminated, the Plan shall terminate
             -----------
on March 21, 2009. The Administrator, without approval of the shareowners of the
Company, may modify or terminate the Plan and from time to time may suspend, and
if suspended, may reinstate any or all of the provisions of the Plan, except
that no such modification or termination of the Plan may, without the consent of
an Award holder, alter or impair any Award previously granted under the Plan and
that no modification shall become effective without prior approval of the Common
Stock shareowners of the Company that would: (a) increase (except in the case of
a readjustment of the Common Stock or a recapitalization) the maximum number of
shares for which an Award may be granted under the Plan; (b) reduce the option
price that may be established under the Plan; (c) extend the maximum option term
under the Plan beyond ten years, or (d) change the Plan's eligibility
requirements.

         (b) Amendments to Awards. The Administrator may waive any conditions or
             --------------------
rights under, amend any terms of, or amend, alter, suspend, discontinue, cancel
or terminate, any Award heretofore granted without the consent of any relevant
Participant or holder or beneficiary of an Award; provided, however, that no
such amendment, alteration, suspension, discontinuance, cancellation or
termination that would be adverse to the holder of such Award may be made
without such holder's consent after a Change in Control. Notwithstanding the
foregoing, the Administrator shall not amend any outstanding Option or SAR to
change the exercise price thereof to any price that is lower than the original
exercise price thereof except in connection with an adjustment authorized under
Section 6.

         (c) Adjustments of Awards Upon Certain Acquisitions. In the event the
             -----------------------------------------------
Company or a Subsidiary shall issue substitute Awards, the Administrator may
make such adjustments, not inconsistent with the terms of the Plan, in the terms
of Awards as it shall deem appropriate in order to achieve reasonable
comparability or other equitable relationship between the assumed awards and the
substitute Awards granted under the Plan.

         (d) Adjustments of Awards Upon the Occurrence of Certain Unusual or
             ---------------------------------------------------------------
Nonrecurring Events. The Administrator shall be authorized to make adjustments
-------------------
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 6 hereof) affecting the Company, any Affiliate,
or the financial statements of the Company or any Subsidiary, or of changes in
applicable laws, regulations, or accounting principles, whenever the
Administrator determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits to be made
available under the Plan or an Award Agreement.

         (e) Correction of Defects, Omissions, and Inconsistencies. The
             -----------------------------------------------------
Administrator may correct any defect, supply any omission, or reconcile any
inconsistency in any Award Agreement in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

9.       GENERAL PROVISIONS.
         ------------------

         (a) No Rights to Awards.  No Employee, Participant or Director shall
             -------------------
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Participants, Directors or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each recipient.

         (b) Withholding.  The Company (or, if applicable, any Subsidiary) shall
             -----------
be authorized to withhold from any grant of an Award, exercise of an Award or
any payment due or transfer made under any Award or under


                                       10
<PAGE>

the Plan, the amount (in cash, Shares, other securities, other Awards, or other
property) of all applicable withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Subsidiary to satisfy all obligations for the payment of such taxes.

         (c) No Limit on Other Compensation Agreement. Nothing contained in the
             ----------------------------------------
Plan shall prevent the Company or any Subsidiary from adopting or continuing in
effect other or additional compensation arrangements and such arrangements may
be either generally applicable or applicable only in specific cases.

         (d) No Right to Employment. The grant of an Award shall not be
             ----------------------
construed as giving a Participant the right to be retained in the employ of the
Company or any Subsidiary. Further, the Company or a Subsidiary may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Award Agreement.

         (e) Governing Law. The validity, construction, and effect of the Plan
             -------------
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Connecticut and applicable federal law.

         (f) Severability.  If any provision of the Plan or any Award is or
             ------------
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Administrator, such provision shall
be construed or deemed amended to conform to applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of the
Administrator, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person, or Award and the
remainder of the Plan and any such Award shall remain in full force and effect.

         (g) No Trust or Fund Created.  Neither the Plan nor any Award shall
             ------------------------
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company pursuant to an Award, such right shall be that of an unsecured
general creditor of the Company.

         (h) No Fractional Shares.  No fractional Share shall be issued or
             --------------------
delivered pursuant to the Plan or any Award, and the Administrator shall
determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares, or whether such fractional Shares
or any rights thereto shall be canceled, terminated, or otherwise eliminated.

         (i) Headings. Headings are given to the sections and subsections of the
             --------
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

10.      EFFECTIVE DATE.
         --------------

         The effective date of this restated Plan shall be March 24, 2003.
However, if the Plan is not approved by shareowners of the Company within twelve
(12) months thereafter, the restated Plan and any and all Awards granted
thereunder shall be null and void.

11.      PARTICIPANTS SUBJECT TO SECTION 162(M).
         --------------------------------------

         (a) Applicability. The provisions of this Section 11 shall be
             -------------
applicable to all Covered Awards. Covered Awards shall be made subject to the
achievement of one or more pre-established Performance Goals, in accordance with
procedures to be established by the Administrator from time to time.
Notwithstanding any provision of the Plan to the contrary, the Administrator
shall not, other than upon a Change in Control, have discretion to waive or
amend such Performance Goals, decrease the exercise price with respect to a
Stock Option or, except as provided in Section 6 or Section 8, to increase the
number of Shares subject to Covered Awards or the amount payable pursuant to
Covered Awards after the Performance Goals have been established; provided,
however, that the Administrator may, in its sole discretion, reduce the number
of Shares subject to Covered Awards


                                       11
<PAGE>

or the amount which would otherwise be payable pursuant to Covered Awards; and
provided, further, that the provisions of Section 8 shall override any contrary
provision of this Section 11.

         (b) Certification. No shares shall be delivered and no payment shall be
             -------------
made pursuant to a Covered Award unless and until the Administrator shall have
certified in writing that the applicable Performance Goals have been attained.

         (c) Procedures. The Administrator may from time to time establish
             ----------
procedures pursuant to which Covered Employees will be permitted or required to
defer receipt of amounts payable under Awards (other than Awards of Stock
Options) made under the Plan.


                                       12