EXHIBIT 10.31



                            UIL HOLDINGS CORPORATION

                        --------------------------------

                        CHANGE IN CONTROL SEVERANCE PLAN

                        --------------------------------



                                    ARTICLE I

                                 PURPOSE OF PLAN

         1.1  The  purpose  of the UIL  Holdings Corporation  Change in  Control
Severance  Plan ("Plan") is to provide the officers and certain key employees of
UIL Holdings  Corporation and its  wholly-owned  direct and indirect  subsidiary
corporations (each a "Company") with appropriate  assurances of continued income
and  other  benefits  for a  reasonable  period  of time in the  event  that the
individual's  employment  by a  Company  is  terminated  by such  Company  (or a
successor to such  Company,  whether  direct or indirect,  by purchase,  merger,
consolidation  or  otherwise  - a  "Successor")  under any of the  circumstances
described herein,  thereby encouraging the continued attention and dedication of
each such officer or key employee to the continued success of such Company.

                                   ARTICLE II

                          ELIGIBILITY FOR PARTICIPATION

         2.1  The Board of Directors of UIL Holdings  Corporation (the  "Board")
shall in its  absolute  discretion  select the persons to be covered by the Plan
(each a  "Participant")  from time to time, and shall notify each Participant of
this selection and provide to each Participant a copy of the Plan.

         2.2  Participation  in the Plan  shall not in any  respect be deemed to
grant the Participant a right to continued  participation in the Plan; nor shall
participation  in the  Plan be  deemed  to  grant  the  Participant  a right  to
continued employment by a Company. A Participant may be a party to an Employment
Agreement  with a Company  that  provides  for the  payment of  benefits to such
Participant  in the event of a Change in  Control of such  Company,  as the term
Change in  Control  is  defined  herein,  in which  case and event the  benefits
payable in aggregate to such  Participant  shall be the greater amount  provided
for in the Plan or in such Participant's Employment Agreement.




<PAGE>

                                   ARTICLE III

                                      TERM

         3.1  Except under the circumstances described in Section 3.3 below, the
Board (or the governing body of a Successor to UIL Holdings Corporation) may, by
written notice to all  Participants  that shall take effect not less than twelve
(12) months  after the date of such notice,  terminate  or suspend the Plan,  or
amend the Plan so as to impair the rights of all Participants in the Plan.

         3.2  Except under the circumstances described in Section 3.3 below, the
Board (or such governing  body) may, by written notice to any  Participant  that
shall  take  effect  not less than  twelve  (12)  months  after the date of such
notice,  terminate the  participation  of such Participant in the Plan, or amend
the Plan so as to impair the rights of such Participant in the Plan.

         3.3  Termination  or  suspension  of  the Plan, or any amendment of the
Plan that impairs the rights of any Participant,  occurring on or after a Change
in  Control,  as that  term is  defined  herein,  shall  not take  effect  until
twenty-four (24) months after the occurrence of such Change in Control.

         3.4  Subject to  Sections  3.1,  3.2 and 3.3 above,  the Board (or such
governing  body)  may,  at any time and from time to time,  modify or amend,  in
whole or in part,  any or all of the  provisions  of the  Plan,  or  suspend  or
terminate it entirely.

                                    ARTCLE IV

                            ELIGIBILITY FOR BENEFITS

         4.1  For the purpose of the Plan, Change in Control of a Company shal
mean any of the following events:

                  (a) 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

                  (b) 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


                                     2
<PAGE>

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

                  (c)  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

                  (d)  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

                  (e)  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 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 such 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  Sections  (7)(a),  (7)(b),  (7)(c),  (7)(d) and/or (7)(e) to a lesser
percentage, but not less than twenty percent (.20).

         4.2  If  a  Company  (or  its  Successor)  terminates  a  Participant's
employment  involuntarily other than for Cause, as defined in Section 4.4 below,
during the twenty-four (24) months  following a Change in Control,  the benefits
described in Article V hereof shall become payable to the Participant.

         4.3  Subject to the provisions  of Section 4.5 below,  if a Participant
terminates his or her employment  during the twenty-four (24) months following a
Change in Control and within ninety (90) days following the occurrence of one or
more of the events constituting Constructive Termination, as herein defined, the
benefits  described in Article V hereof shall become payable to the Participant.
For the  purposes of the Plan,  Constructive  Termination  shall mean any of the
following events:



                                       3
<PAGE>
                  (a) The assignment to a Participant without his or her written
consent of any duties materially  inconsistent with such Participant's position,
duties,  responsibilities  and status  with a Company  immediately  prior to the
Change  in  Control,  or  any  diminishment  in  such  Participant's  management
responsibilities,  duties or powers as in effect immediately prior the Change in
Control,  or the  removal  from or  failure to  re-elect  him or her to any such
position or office,  except in the event of  termination  of such  Participant's
employment for Cause, death or mandatory retirement; or

                  (b) A reduction in the Participant's  base annual salary rate,
unless such reduction is part of and consistent with a general  reduction of the
base annual  salary rates of the other  officers and key employees of his or her
Company (or its Successor); or

                  (c) A failure to increase the Participant's base annual salary
rate on a basis  consistent  (as to  frequency  and amount) with the base annual
salary rates of the other  officers and key  employees of his or her Company (or
its Successor); or

                  (d) A failure to continue the  Participant's  participation in
the benefit plans of his or her Company (or its Successor) on substantially  the
same basis,  both in terms of the amount of benefits  provided  and the level of
the Participant's  participation relative to other officers and key employees of
such Company.

         4.4  For  the  purposes of the Plan, a Company (or its Successor) shall
be deemed to have Cause to  terminate a  Participant's employment only upon such
Participant's (A) conviction of a felony involving personal  dishonesty or moral
turpitude, (B) total and permanent physical or mental disability, or (c) absence
from work on a  full-time  basis,  due to  physical  or mental  illness,  for an
uninterrupted 365-day period.

         4.5  The provisions of Section 4.3 above shall be  inoperative  unless,
(A) within thirty (30) days after an occurrence that the  Participant  considers
to be an event  constituting  Constructive  Termination,  the Participant  gives
notice  to the Board  (or the  governing  body of a  Successor  to UIL  Holdings
Corporation)  stating  that in his or her opinion  such event has  occurred  and
setting forth in reasonable detail the relevant facts and circumstances, and (B)
within  thirty (30) days after receipt of such notice (the "30-day cure period")
the  Participant's  Company (or its Successor) has failed to remedy or otherwise
cure  the  situation  to  the  Participant's  satisfaction  or to  persuade  the
Participant  that  the  facts  and  circumstances  do not  constitute  an  event
constituting  Constructive  Termination.  If the  Participant's  Company (or its
Successor) shall,  within such 30-day cure period,  remedy or otherwise cure the
situation, a recurrence thereof or another occurrence constituting  Constructive
Termination  shall  constitute a new event for purposes of Section 4.2 above and
the  provisions  of clause  (B) of this  Section  4.5 shall not apply  upon such
recurrence or new occurrence.

In the event that a Participant and his or her Company (or its Successor) shall,
after  expiration  of the 30-day  cure  period  (or,  if there is no 30-day cure
period,  ten (10) days after the giving of the notice  referred to in clause (A)
of this Section 4.5) remain in


                                      4
<PAGE>
substantial  disagreement  as to  whether  or not an  event  has  occurred  that
constitutes  Constructive  Termination,  the  disagreement  shall be resolved by
arbitration, as follows: The non-employee members of the Board (or the governing
body of a Successor to UIL  Holdings  Corporation),  by a majority  vote of such
members, shall, promptly on the request of the Participant or his or her Company
(or its  Successor),  appoint  an  arbitrator,  who shall not be a member of the
Board (or the governing body of a Successor to UIL Holdings  Corporation)  or an
officer or employee of any Company (or its Successor),  to determine  whether an
event  constituting   Constructive  Termination  has  occurred.  The  person  so
appointed shall determine all procedural  matters  relating to the  arbitration.
The  decision  of the  arbitrator  shall  be  conclusive  and  binding  upon the
Participant  and his or her Company (or its  Successor),  and judgment upon such
determination may be entered in any court having jurisdiction.

Nothing  herein shall require a Participant to remain in the employ of a Company
(or its  Successor)  beyond the expiration of any 30-day cure period in order to
qualify for compensation under Section 4.3 above; but if the Participant remains
in the employ of the Company (or such  Successor)  thereafter,  the  twenty-four
(24) month and ninety  (90) day  periods  of Section  4.3 above  shall be deemed
extended by the number of days elapsed from the earlier of (a) expiration of any
30-day cure period,  or (b) the  appointment of the  arbitrator,  to the date on
which notice of the arbitrator's decision is served on the Participant.

         4.6  Any termination  of a  Participant  by his or her  Company (or its
Successor)  for Cause shall be given in writing and shall  specify the  relevant
facts and circumstances.

         4.7  In no event shall the  voluntary  resignation  or  retirement of a
Participant give rise to any benefits under the Plan.

                                    ARTICLE V

                                    BENEFITS

         5.1  In the event of termination  covered by Section 4.2 or Section 4.3
above, the Participant shall be entitled to receive:

                  (a)  If the Participant  is the Chief  Executive  Officer of a
Company (or its Successor),  (i) such Company (or such Successor) shall pay such
Participant, within thirty (30) days, a lump sum amount equal to three (3) times
such Participant's  Total  Compensation  immediately prior to the date of his or
her  termination;  and (ii) such Company (or such  Successor)  shall maintain in
full force and effect,  for the continued  benefit of such  Participant  for the
period ending on the third  anniversary  of the date of his or her  termination,
all employee  benefit plans and programs in which such  Participant was entitled
to participate immediately prior to the date of his or her termination, provided
that such  Participant's  continued  participation is possible under the general
terms and  provisions of such plans and programs and applicable law and, if such
Participant's


                                       5
<PAGE>
participation  in any such plan or  program  is barred as a result of his or her
termination,  such  Company (or such  Successor)  shall  arrange to provide such
Participant with benefits  substantially  similar on an after-tax basis to those
that he or she would have been  entitled to receive  under such plan or program;
and (iii) such  Participant  shall  receive  the  addition of three (3) years of
service  deemed  as an  employee  of such  Company  (or such  Successor)  in the
calculation  of the  benefits  payable  to such  Participant  under the  retiree
medical  benefit  plan(s)  of  such  Company  (or  such  Successor)  and  in the
calculation  of any  benefits  payable  to such  Participant  as a  supplemental
retirement benefit under his or her Employment Agreement.

                  (b  If the Participant  is an  Officer  of a Company  (or its
Successor)  other than the Chief  Executive  Officer,  (i) such Company (or such
Successor)  shall pay such  Participant,  within  thirty  (30) days,  a lump sum
amount equal to two (2) times such Participant's Total Compensation  immediately
prior to the date of his or her  termination;  and (ii)  such  Company  (or such
Successor) shall maintain in full force and effect, for the continued benefit of
such Participant for the period ending on the second  anniversary of the date of
his or her  termination,  all employee  benefit plans and programs in which such
Participant was entitled to participate  immediately prior to the date of his or
her termination,  provided that such  Participant's  continued  participation is
possible  under the general terms and  provisions of such plans and programs and
applicable  law and,  if such  Participant's  participation  in any such plan or
program is barred as a result of his or her  termination,  such Company (or such
Successor) shall arrange to provide such Participant with benefits substantially
similar on an after-tax  basis to those that he or she would have been  entitled
to receive under such plan or program;  and (iii) such Participant shall receive
the  addition of two (2) years of service  deemed as an employee of such Company
(or  such  Successor)  in  the  calculation  of the  benefits  payable  to  such
Participant  under the retiree  medical benefit plan(s) of such Company (or such
Successor) and in the calculation of any benefits payable to such Participant as
a supplemental retirement benefit under his or her Employment Agreement.

                  (c)  If the Participant is not an Officer of a Company (or its
Successor),  (i) such Company (or such  Successor)  shall pay such  Participant,
within  thirty (30) days,  a lump sum amount equal to such  Participant's  Total
Compensation  immediately prior to the date of his or her termination;  and (ii)
the Company (or such Successor) shall maintain in full force and effect, for the
continued  benefit  of such  Participant  for the  period  ending  on the  first
anniversary of the date of his or her  termination,  all employee  benefit plans
and programs in which such  Participant was entitled to participate  immediately
prior to the date of his or her  termination,  provided that such  Participant's
continued  participation  is possible  under the general terms and provisions of
such  plans  and  programs  and  applicable  law  and,  if  such   Participant's
participation  in any such plan or  program  is barred as a result of his or her
termination,  the  Company (or such  Successor)  shall  arrange to provide  such
Participant with benefits  substantially  similar on an after-tax basis to those
that he or she would have been  entitled to receive  under such plan or program;
and (iii) such Participant shall receive the addition of one (1) year of service
deemed as an employee of such Company (or such  Successor) in the calculation of
the  benefits  payable to such  Participant



                                       6
<PAGE>

under the retiree  medical  benefit  plan(s) of such Company (or such Successor)
and in the  calculation  of the benefit  payable to such  Participant  under the
Pension Plan of such Company (or such Successor).

                  (d)  For purposes  of  the Plan, Total Compensation is defined
as the sum of a Participant's  base annual salary rate immediately  prior to the
date of such  Participant's  termination  and the target amount  payable to such
Participant  under any  annual  Executive  Incentive  Compensation  Program of a
Company (or its Successor).

                  (e)  The Participant  will not be  required  to  mitigate  the
amount of any payment or health  insurance  benefit provided for in this Section
5.1 by seeking other  employment or otherwise;  provided,  however,  that if the
Participant  obtains other  employment  that offers  employee  health  insurance
benefit plans or programs to the  Participant,  the Participant  shall enroll in
all such health  insurance plans and programs and the employee health  insurance
benefits  payable  under any  corresponding  health  insurance  plan or  program
provided  to the  Participant  under the Plan  shall be  reduced  by the  health
insurance benefits payable under such other plan or program.

         5.2  If, for purposes of the excise tax imposed  by Section 4999 of the
Internal Revenue Code:

                  (a) The  payments  that a  Participant  is entitled to receive
under the Plan, together with any other payment or distribution by a Company (or
its Successor) to or for the benefit of the Participant (whether paid or payable
or distributed  or  distributable)  pursuant to the Plan or otherwise,  would be
less  than or  equal  to 3.2  times  the  "base  amount"  of such  Participant's
compensation  (as defined in Section 280G of the Internal  Revenue Code, and not
governed by any term(s) defined in the Plan),  any portion of such payments that
would constitute  "excess parachute  payments" (as defined in said Section 280G)
subject to such  excise tax shall be reduced  to the  largest  amount  that will
result in no portion of such excess  parachute  payments  being  subject to such
excise tax.

                  (b) The  payments  that a  Participant  is entitled to receive
under the Plan, together with any other payment or distribution by a Company (or
its Successor) to or for the benefit of the Participant (whether paid or payable
or distributed  or  distributable)  pursuant to the Plan or otherwise,  would be
more than 3.2 times the "base  amount" of such  Participant's  compensation  (as
defined in Section 280G of the Internal  Revenue  Code,  and not governed by any
term(s)  defined in the Plan),  but not more than 4.0 times such "base  amount,"
such  Participant  shall be  entitled  to receive  an  additional  payment  (the
"Gross-Up  Payment")  in an amount  equal to (i) the  amount of the  excise  tax
imposed on the  Participant  in respect of the payments he or she is entitled to
receive  (the "Excise  Tax"),  plus (ii) all  federal,  state and local  income,
employment and excise taxes  (including  any interest or penalties  imposed with
respect to such taxes)  imposed on the  Participant  in respect of the  Gross-Up
Payment,  such that after payment of all such taxes  (including  any  applicable
interest or  penalties)  on the  Gross-Up  Payment,  the  Participant  retains a
portion of the Gross-Up Payment equal to the Excise Tax.



                                       7
<PAGE>
                  (c) The  payments  that a  Participant  is entitled to receive
under the Plan, together with any other payment or distribution by a Company (or
its Successor) to or for the benefit of the Participant (whether paid or payable
or distributed  or  distributable)  pursuant to the Plan or otherwise,  would be
more than 4.0 times the "base  amount" of such  Participant's  compensation  (as
defined in Section 280G of the Internal  Revenue  Code,  and not governed by any
term(s) defined in the Plan), the portion of such payments that would constitute
"excess  parachute  payments"  (as defined in said Section 280G) subject to said
excise  tax  shall be  reduced  to the  largest  amount  that will not cause the
payments that such  Participant  is entitled to receive to exceed 4.0 times such
"base amount," and the provisions of (b) above shall apply.

         5.3  Not later than the day prior to the date of the Change in Control,
UIL  Holdings  Corporation  will  cause to be paid to the  Trustee of The United
Illuminating Company Supplemental  Retirement Benefit Trust established pursuant
to the Agreement,  made as of the 1st day of June, 1995 and as amended effective
December 31, 1995 and  December 13, 1999,  between said Company and State Street
Bank and Trust Company, as Trustee, cash in an amount equal to a sum, calculated
by  said  Company's   independent   certified  public  accountants,   reasonably
sufficient to pay and discharge each Company's  future  obligations,  if any, to
all Participants in the Plan assuming,  for purposes of such  calculation,  that
the  employment  of all of the  Participants  is  terminated  on the date of the
Change in Control.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.1  UIL Holdings Corporation  will use its best efforts to require any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the  businesses  or  assets of said
Company  to assume  and adopt the Plan.  If said  Company  fails to obtain  such
agreement  prior  to  the  effective  date  of  any  such  succession,  (a)  any
Participant   who  is  not   offered  a  position,   duties,   responsibilities,
compensation  and status that are equivalent in all material  respects to his or
her position, duties, responsibilities,  compensation and status with his or her
Company  immediately prior to the succession may terminate his or her employment
within  thirty (30) days of such  succession  and treat such  termination  as an
involuntary  termination  under  Section  4.2 above  after a Change in  Control,
entitling  such  Participant  to the  benefits  provided him or her in Article V
hereof in respect of such a termination;  (b) any  Participant  who is offered a
position, duties, responsibilities,  compensation and status that are equivalent
in all  material  respects  to his or her  position,  duties,  responsibilities,
compensation  and status  immediately  prior to the succession  shall thereafter
have no  rights  under the Plan,  unless  during  the  twenty-four  (24)  months
following such succession (i) the  Participant's  employment shall be terminated
otherwise  than for  Cause,  as  defined  in  Section  4.4  above,  or (ii) such
Participant  shall  terminate  his or her  employment  within  ninety  (90) days
following the occurrence of one or more of the events constituting  Constructive


                                       8
<PAGE>
Termination  as  described  in Section  4.3 above,  in either of which cases the
benefits to which such  Participant  would be entitled under Article V hereof in
respect of a  Constructive  Termination  after a Change in Control under Section
4.3 above shall become  payable to him or her; and (c) UIL Holdings  Corporation
shall remain liable for the payment of any benefits to which the Participant may
become entitled under the foregoing clauses (a) and (b) of this Section 6.1

         6.2  If any Participant receiving benefits under Article V of this Plan
should die while any amounts  are still  payable to him or her  thereunder,  all
such amounts shall be paid to the Participant's designated beneficiary or, if no
designation has been made, to his or her spouse,  if any, and if none, to his or
her  children  then  living,  if any,  in equal  payments,  and if none,  to the
Participant's personal representatives.

         6.3  In the event that a  Participant  institutes  any legal  action to
enforce his or her rights  under the Plan,  and  provided  that he or she is the
prevailing  party,  such  Participant  shall be  entitled  to  recover  from UIL
Holdings  Corporation (or its Successor) any actual and documented  expenses for
reasonable attorney's fees and disbursements incurred by him or her.

         6.4  Any dispute or controversy, except a disagreement described in the
second  paragraph of Section 4.5,  arising under or in connection  with the Plan
shall be  settled  exclusively  by  arbitration  in New Haven,  Connecticut,  in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect; and judgment may be entered on the arbitration award in any court having
jurisdiction.

         6.5  Any notice  or  other  communication pursuant to the Plan intended
for a  Participant  shall be deemed  given  when  personally  delivered  to such
Participant or sent to such Participant by registered or certified mail,  return
receipt requested,  at such Participant's residence address as it appears on the
records  of the  Participant's  Company  (or its  Successor),  or at such  other
address as such  Participant  shall have specified by notice to such Company (or
its Successor) in the manner herein provided.  Any notice or other communication
pursuant to the Plan intended for the  Participant's  Company (or its Successor)
shall be deemed given when  personally  delivered to the  Secretary or Assistant
Secretary  of UIL  Holdings  Corporation  (or  its  Successor),  or  sent to the
attention of the  Secretary or Assistant  Secretary by  registered  or certified
mail, return receipt  requested,  at its headquarters at 157 Church Street,  New
Haven, Connecticut,  or at such other address as said Company (or its Successor)
shall have specified by notice to all of the  Participants  in the manner herein
provided.

         6.6  A  Participant  may  not  assign,  anticipate,  transfer,  pledge,
hypothecate  or alienate in any manner any interest  arising under the Plan, nor
shall any such interest be subject to attachment,  bankruptcy  proceedings or to
any other legal  processes  or to the  interference  or control of  creditors or
others.



                                       9
<PAGE>
         6.7  It is intended  that the decision  of the Board (or the  governing
Board of a Successor to UIL Holdings  Corporation) or its designated  arbitrator
as  specified  in the Plan  shall be  exclusive  and final  with  respect to the
interpretation  or application of the Plan. If any body of law should be used or
applied in determining the meaning or effect of the Plan, it shall be the law of
the State of Connecticut.

         6.8  In the event any provision of the Plan,  if  challenged,  would be
declared invalid,  illegal or  unenforceable,  such provision shall be construed
and  enforced  as if it had been more  narrowly  drawn so as not to be  illegal,
invalid or unenforceable  and the validity,  legality and  enforceability of the
remaining provisions shall not be affected or impaired thereby.


                                       10
<PAGE>