uil_exh10-43.htm


    


    


    


    


    


    


    


    EXHIBIT
10.43

    


    


    


    


    


    


    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    OF

    THE
UNITED ILLUMINATING COMPANY

    GRANDFATHERED
BENEFIT PROVISIONS

    


    


    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE
OF CONTENTS

    


    
      	 
      	
              Page

            
	
              ARTICLE
      I – NAME OF PLAN

            	
              1

            
	
              ARTICLE
      II – DEFINITIONS

            	
              1

            
	
              ARTICLE
      III – ELIGIBILITY TO PARTICIPATE

            	
              3

            
	
              3.01                 Eligibility
      Requirements

            	
              3

            
	
              3.02                 Participation

            	
              3

            
	
              3.03                 Termination
      of Participation

            	
              3

            
	
              ARTICLE
      IV – SUPPLEMENTAL PENSION BENEFIT

            	
              3

            
	
              4.01                 Eligibility
      for Supplemental Pension Benefit

            	
              3

            
	
              4.02                 Calculation
      of Grandfathered Supplemental Pension Benefit

            	
              3

            
	
              4.03                 Methodology
      and Assumptions in Calculating Supplemental Pension
Benefit

            	
              4

            
	
              4.04                 Terms
      and Conditions of Supplemental Pension Benefit

            	
              5

            
	
              4.05                 Death
      Benefit

            	
              5

            
	
              ARTICLE
      V – FUNDING

            	
              6

            
	
              5.01                 Funding

            	
              6

            
	
              ARTICLE
      VI – CLAIMS PROCEDURES

            	
              6

            
	
              6.01                 Filing
      a Claim

            	
              6

            
	
              6.02                 Appeal
      of Denied Claims

            	
              7

            
	
              ARTICLE
      VII – MISCELLANEOUS

            	
              8

            
	
              7.01                 Non-Guarantee
      of Employment or Pension

            	
              8

            
	
              7.02                 Rights
      and Pension Plan

            	
              8

            
	
              7.03                 Amendments/Termination

            	
              9

            
	
              7.04                 Plan
      Administration

            	
              9

            
	
              7.05                 Spendthrift
      Provision

            	
              9

            
	
              7.06                 Administrative
      Powers

            	
              9

            
	
              7.07                 Disclosure

            	
              9

            
	
              7.08                 Incapacity

            	
              9

            
	
              7.09                 Unclaimed
      Benefit

            	
              9

            
	
              7.10                 Limitation
      on Liability

            	
              10

            
	
              7.11                 Fiduciary
      Responsibility

            	
              10

            
	
              7.12                 Withholding

            	
              10

            
	
              7.13                 Successor
      Employer

            	
              10

            
	
              7.14                 Governing
      Law

            	
              10

            


    

    


    


    


    
      
        
           


        

        
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    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    OF

    THE
UNITED ILLUMINATING COMPANY

    GRANDFATHERED
BENEFIT PROVISIONS

    


    


    ARTICLE
I

    


    NAME OF
PLAN

    


    Effective
as December 1, 1994, The United Illuminating Company established the
"Supplemental Executive Retirement Plan of The United Illuminating Company" (the
"Plan").  The purpose of the Plan is to provide, on an unfunded basis,
certain benefits that, because of limitations under the Code, cannot be provided
under The United Illuminating Company Pension Plan.  The Plan also is
designed to provide supplemental executive retirement benefits to a select group
of management and highly compensated employees of The United Illuminating
Company (the “UI”), UIL Holdings Corporation (“UIL” or the “Company”) and
certain of its affiliated employers who may, from time to time, be designated as
a Participating Employer.  A list of Participating Employers shall be
attached to this Plan as Exhibit A.

    


    The Plan
is intended to be an unfunded, non-qualified deferred compensation plan for a
select group of management and highly compensated employees, as described in
Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act
(“ERISA”).

    


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

    


    


    ARTICLE
II

    


    DEFINITIONS

    


    Wherever
used in this Plan, unless the context clearly indicates otherwise, the following
terms shall have the following meanings:

    


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

    


    "Annual Additions"
shall have the same meaning as set forth in Section 415(c)(2) of the
Code.

    


    "Beneficiary" shall
mean the person or persons entitled to a benefit under the Plan upon the
Participant's death.  With respect to married Participants, a
Participant’s spouse shall be the Participant’s Beneficiary unless such spouse
has consented to the naming of an alternate Beneficiary in accordance with the
terms of the Pension Plan.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Board of Directors”
means the Board of Directors of the Company (or any successor
thereto).

    


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

    


    "Committee" shall mean
the Compensation and Executive Development Committee of the Company, which shall
administer this Plan as set forth in Sections 7.04 and 7.06.

    


    “Company” shall mean
UIL Holdings Corporation, Inc.

    


    "Compensation" shall
have the same meaning as provided in the Pension Plan, but without the
limitation imposed by Section 401(a)(17) of the Code and shall include salary
and short term incentive amounts deferred by the Participant under The UIL
Holdings Corporation Deferred Compensation Plan with respect to each Plan
Year.

    


    "Employee" shall mean
a person in the employ of the Employer.

    


    "Employer" shall mean
the Company and its Affiliates.

    


    "ERISA" shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

    


    “Grandfathered
Benefits” means the vested accrued benefit of Plan Participants
determined as of December 31, 2004, which shall be subject to the provisions of
the Plan and tax law in effect immediately prior to the enactment of Section
409A of the Internal Revenue Code (i.e., as of October 3, 2004), including
without limitation requirements as to election of the timing and form of
payment; expressly provided, however that the Grandfathered Benefit shall be so
grandfathered only to the extent that the Plan terms governing such benefits are
not materially modified after October 3, 2004.

    


    "Participant" shall
mean any Employee who meets the eligibility requirements of Section 3.01 and has
entered the Plan in accordance with the provisions of Section 3.02.  A
Participant shall remain a Participant even if he or she no longer is eligible
to accrue additional benefits hereunder, until his or her Accrued Benefit has
been completely distributed from the Plan or forfeited.

    


    "Participating
Employer" shall mean the Company and each Affiliate that with the
permission of the Committee has approved the Plan for participation by their
Employees.

    


    "Pension Plan" shall
mean The United Illuminating Company Pension Plan, as amended from time to
time.

    


    "Plan" shall mean The
Supplemental Executive Retirement Plan of The United Illuminating Company (also
known as The United Illuminating Company Supplemental Executive Retirement
Plan), as amended from time to time, and as set forth in this document entitled
“Supplemental Executive Retirement Plan of The United Illuminating Company
Grandfathered Benefit Provisions” and the document entitled “Supplemental
Executive Retirement Plan of The United Illuminating Company Non-Grandfathered
Benefit Provisions.”

    


    "Plan Year" shall mean
a period of one year commencing with January 1.

    


    "Supplemental Pension
Benefit" shall mean the benefit determined in accordance with the
provisions of Article IV.

    


    
      
        
           


        

        
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    ARTICLE
III

    


    ELIGIBILITY TO
PARTICIPATE

    


    3.01           Eligibility
Requirements.

    


    Prior to January 1, 2005, an Employee
shall be eligible to participate in this portion of the Plan with respect to the
benefits provided under Article IV if he or she is:

    


    
      	
               
      

            	
              (1)  an
      elected officer of an Employer; and

            


    

    


    
      	
               
      

            	
              (2)  is
      a participant in the Pension Plan.

            


    

    


    On and
after January 1, 2005, no Employee who was not a Participant in the Plan prior
to January 1, 2005 shall be eligible to be a Participant in this portion of
the Plan.

    


    3.02           Participation.  Each
eligible Employee shall become a Participant in this portion of the Plan as of
the date prior to January 1, 2005 that he or she met the above eligibility
requirements and is designated as a Participant by the Committee.

    


    3.03           Termination of
Participation.  A Participant shall cease to accrue benefits
hereunder as of the earlier of (1) the date he or she ceases to meet the above
eligibility requirements, or (2) December 31, 2004; provided, however, that
accrued benefits as of such date shall not be reduced and shall be paid as
provided herein.

    


    


    ARTICLE
IV

    


    SUPPLEMENTAL PENSION
BENEFIT

    


    4.01           Eligibility for Supplemental
Pension Benefit.  If a Participant's employment shall be
terminated in such manner (whether by death, disability, retirement or
otherwise) as to render the Participant or the Participant's Beneficiary
eligible to receive benefits under the Pension Plan, the Participant or the
Participant's Beneficiary shall be eligible to receive a Supplemental Pension
Benefit.

    


    Notwithstanding
anything to the contrary herein, in the event a Participant’s employment with
the Company (or any other Participating Employer) is terminated by the Company
(or other Participating Employer) for Cause or voluntarily by the Participant
without timely notice (as determined by the Committee and in accordance with the
terms of the Participant’s employment agreement, if applicable), the
Participant’s Supplemental Pension Benefit hereunder shall be forfeited and no
benefits hereunder shall be paid to such Participant or such Participant’s
Beneficiary.

    


    4.02           Calculation of Grandfathered
Supplemental Pension Benefit.  A Participant's or a
Participant's Beneficiary's Supplemental Pension Benefit under this portion of
the Plan (“Grandfathered Benefit”) shall equal the excess, if any, of (a) minus
(b) where:

    


    (a)  is
the annual benefit, expressed as a life annuity commencing at the Participant’s
Normal Retirement Date (as defined for purposes of the Pension Plan) to which
the Participant (or a Participant's Beneficiary) would be entitled under the
Pension Plan as of the date of such Participant's termination of employment,
determined:

    


    
      
        
           


        

        
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    (i)  without
the limitation on annual compensation imposed by Section 401(a)(17) of the
Code;

    


    (ii)  without
the limitation on annual benefits imposed by Section 415 of the
Code;

    


    (iii)  based
on Compensation as defined for purposes of this portion of the
Plan;

    


    (iv)  with
any enhanced formula (e.g., a 2% benefit multiplier instead of 1.6%), enhanced
Compensation and/or imputed years of service included for benefit accrual
purposes as provided in the Participant’s employment agreement, the relevant
terms of which are incorporated herein by reference; and

    


    (v)  taking
into account only service performed and Compensation earned prior to
January 1, 2005;

    


    and

    


    (b)  is
the annual benefit, if any, expressed as a life annuity commencing at the
Participant’s Normal Retirement Date, which is derived from Employer
contributions and which is payable to a Participant (or a Participant's
Beneficiary) under the Pension Plan as of the date of the Participant's
termination of employment.  Such benefit shall be
calculated:

    


    (i)  with
the limitation on annual compensation imposed by Section 401(a)(17) of the
Code;

    


    (ii)  with
the limitation on annual benefits imposed by Section 415(b) and 415(e) of the
Code;

    


    (iii)  based
on compensation as defined for purposes of the Pension Plan; and

    


    (iv)  taking
onto account only service performed and compensation earned prior to January 1,
2005.

    


    Notwithstanding
the foregoing, a Participant has a Grandfathered Benefit, as calculated above,
only if as of December 31, 2004, such Participant was a participant in the
Pension Plan and had been credited with as least five (5) years of Vesting
Service with the Company or another Employer as of January 1, 2005, as
determined under the terms of the Pension Plan.

    


    4.03           Methodology and Assumptions
in Calculating Supplemental Pension Benefit.  The calculation
of a Supplemental Pension Benefit shall be performed by the consulting actuary
for the Pension Plan, and the interpretations of such actuary shall be final and
binding on the Employer, the Participant and the Participant's
Beneficiary.  Except as otherwise expressly provided in a
Participant’s employment agreement, (a) the early retirement reduction
factors and factors to be used in converting one form of benefit to another will
be determined by the consulting actuary for the Pension Plan on the basis of the
actuarial assumptions provided in the Pension Plan for such purpose; and
(b) all lump sum distributions shall be calculated as the actuarial
equivalent of an annuity payable at Normal Retirement Date.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    4.04           Terms and Conditions of
Supplemental Pension Benefit.

    


    (a)  Terminations
of Employment Prior to January 1, 2008.  Except as otherwise provided
pursuant to the terms of a Participant’s employment agreement or as provided in
Section 4.05, below, payment of the Supplemental Pension Benefit shall begin at
the same time as the Participant’s Pension Plan benefit payments and shall be
subject to the same reductions for early commencement.  The
Supplemental Pension Benefit may be paid in any form available under the Pension
Plan, as elected by the Participant, and may be the same or different from the
form of payment of the Participant’s benefits under the Pension Plan; and the
conversion factors between forms of benefits used for purposes of the Pension
Plan shall be used for purposes of the Supplemental Pension
Benefit.

    


    (b)  Termination
of Employment On or After January 1, 2008.  Except as otherwise
provided pursuant to the terms of a Participant’s employment agreement or as
provided in Section 4.05, below, Supplemental Pension Benefits shall be paid in
a single lump as of the first day of the first Plan Year beginning on or after
the Participant’s termination of employment unless prior to January 1, 2008 or
at least 12 months in advance of the Participant’s termination of employment the
Participant has elected an alternate time or form of benefit.  If an
alternate time or form of benefit is elected, the Supplemental Pension Benefit
may be paid on or after the Participant’s termination of employment in any form
available under the Pension Plan, and may be the same as or different from the
form of payment of the Participant’s benefits under the Pension Plan; and the
conversion factors between forms of benefits used for purposes of the Pension
Plan shall be used for purposes of the Supplemental Pension
Benefit.

    


    (c)  Small
Lump Sum Cash-Out.  Notwithstanding the above, the Committee may, in
its sole discretion, which shall be evidenced in writing no later than the date
of payment, elect to pay the value of a Participant’s benefit in a single lump
sum cash-out in accordance with Treasury Regulations Section
1.409A-6(a)(4)(i)(E) and Section 1.409A-3(j)(4)(v).

    


    4.05           Death
Benefit.

    


    (a)  Notwithstanding the
foregoing, if a Participant should die after acquiring a nonforfeitable right to
all (or any portion) of his Accrued Benefit from Employer contributions under
the Pension Plan, but prior to the commencement of benefits pursuant to this
portion of the Plan, and if the Participant's Beneficiary shall be entitled to a
survivor benefit under the Pension Plan, it shall be assumed for purposes of
this portion of the Plan that the Participant had retired under the Pension Plan
on the date preceding his date of death and had been entitled to a joint and 50%
survivor annuity, and a survivorship benefit shall be calculated under this
portion of the Plan on the basis of such assumption in accordance with Section
4.02 hereof and shall be due to the Beneficiary of the Participant at the same
time as a benefit is due to such Beneficiary pursuant to the Pension Plan
(determined without regard to any deferred commencement option).

    


    (b)  If the Participant
should die following the commencement of benefits pursuant to this portion of
the Plan, death benefits, if any, shall be payable to the spouse or other
Beneficiary of the Participant in accordance with the form of payment in effect
at the time of the Participant's death.

    


    (c)  For purposes of this
Section 4.05, on and after January 1, 2008 if a Participant has elected to
have his or her Supplemental Pension Benefit paid in a single lump sum as of the
first day of the first Plan Year beginning on or after the Participant’s
termination of employment, benefits pursuant to this portion of the Plan shall
be deemed to commence as of the Participant’s termination of employment unless
such termination of employment is on account of death (in which case the
provisions of subsection (a) shall

    


    
      
        
           


        

        
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    apply).  In
the event of a Participant’s death after a termination of employment but prior
to the payment of benefits in the form of a single lump sum, such benefits shall
be paid to the Participant’s Beneficiary on the same date such benefits would
have otherwise been paid to the Participant.

    


    


    ARTICLE
V

    


    FUNDING

    


    5.01           Funding.  The
Employer shall be under no obligation to establish a fund or reserve in order to
pay the benefits under this portion of the Plan.  The Employer shall
be required to make payments only as benefits become due and
payable.  No person shall have any right, other than the right of an
unsecured general creditor, against the Employer with respect to the benefits
payable hereunder, or which may be payable hereunder, to any Participant or
Beneficiary.  Notwithstanding the foregoing, in order to pay benefits
under this portion of the Plan, the Employer may establish a grantor trust
(hereinafter the "Trust") within the meaning of Section 671 of the
Code.  The assets in such Trust shall at all times be subject to the
claims of the general creditors of the Employer in the event of the Employer's
bankruptcy or insolvency, and neither the Plan nor any Participant or
Beneficiary shall have any preferred claim or right to, or any beneficiary
ownership interest in, any such assets of the Trust prior to the time such
assets are paid to a Participant or Beneficiary as a Supplemental Pension
Benefit, and all rights created under this portion of the Plan and said Trust
shall be unsecured contractual rights of a Participant or Beneficiary against
the Employer.

    


    


    ARTICLE
VI

    


    CLAIMS
PROCEDURES

    


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

    


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

    


    (b)           Disability
Benefits.  Notice of denial of disability benefits will be
provided within forty-five (45) days of the Committee’s receipt of the
Claimant’s claim for disability benefits.  If the Committee determines
that it needs additional time to review the disability claim, the Committee will
provide the Claimant with a notice of the extension before the end of the
initial forty-five (45) day period.  If the Committee determines that
a decision cannot be made within the first extension period due to matters
beyond the control of the Committee, the time period for making a determination
may be further extended for an additional thirty (30) days.  If such
an additional extension is necessary, the Committee shall notify the Claimant
prior to the expiration of the initial thirty (30) day extension.  Any
notice of extension shall indicate the circumstances necessitating the extension
of time, the date by which the Committee expects to furnish a notice of
decision, the specific standards on which such entitlement to a benefit is
based, the

    


    
      
        
           


        

        
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    unresolved
issues that prevent a decision on the claim and any additional information
needed to resolve those issues.  A Claimant will be provided a minimum
of forty-five (45) days to submit any necessary additional information to the
Committee.  In the event that a thirty (30) day extension is necessary
due to a Claimant’s failure to submit information necessary to decide a claim,
the period for furnishing a notice of decision shall be tolled from the date on
which the notice of the extension is sent to the Claimant until the earlier of
the date the Claimant responds to the request for additional information or the
response deadline.

    


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

    


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

    


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

    


    (b)           Disability
Benefits.  Appeal of a denied disability benefits claim must be
filed in writing with the Appeals Committee no later than one hundred eighty
(180) days after receipt of the written notification of such claim
denial.  The review shall be conducted by the Appeals Committee
(exclusive of the person who made the initial adverse decision or such person’s
subordinate).  In reviewing the appeal, the Appeals Committee shall
(i) not afford deference to the initial denial of the claim, (ii) consult
a

    


    
      
        
           


        

        
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    medical
professional who has appropriate training and experience in the field of
medicine relating to the Claimant’s disability and who was neither consulted as
part of the initial denial nor is the subordinate of such individual and (iii)
identify the medical or vocational experts whose advice was obtained with
respect to the initial benefit denial, without regard to whether the advice was
relied upon in making the decision.  The Appeals Committee shall make
its decision regarding the merits of the denied claim within forty-five (45)
days following receipt of the appeal (or within ninety (90) days after such
receipt, in a case where there are special circumstances requiring extension of
time for reviewing the appealed claim).  If an extension of time for
reviewing the appeal is required because of special circumstances, written
notice of the extension shall be furnished to the Claimant prior to the
commencement of the extension.  The notice will indicate the special
circumstances requiring the extension of time and the date by which the Appeals
Committee expects to render the determination on review.  Following
its review of any additional information submitted by the Claimant, the Appeals
Committee shall render a decision on its review of the denied
claim.

    


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

    


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

    


    


    ARTICLE
VII

    


    MISCELLANEOUS

    


    7.01           Non-Guarantee of Employment
or Pension.  Nothing contained in the Plan shall be construed
as a contract of employment between the Employer and any Participant or
Employee, or as a right of any such Participant or Employee to be continued in
the employment of the Employer, or as a limitation on the right of the Employer
to deal with any Participant or Employee as to their hiring, discharge, layoff,
compensation, and all other conditions of employment in all respects as though
the Plan did not exist.  Nothing herein shall be construed as a
contract or guarantee of any right to continue or accrue benefits under the
Pension Plan.  Such rights and benefits shall be determined solely by
the terms of the Pension Plan.

    


    7.02           Rights and Pension
Plan.  Nothing in this Plan shall be construed to limit,
broaden, restrict, or grant any right to a Participant, Employee, or Beneficiary
under the Pension Plan, or to grant any additional rights to any such
Participant, Employee, or Beneficiary under the Pension Plan, or in any way to
limit, modify, repeal or otherwise affect the Employer's right to amend or
modify the Pension Plan.

    


    
      
        
           


        

        
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    7.03           Amendments/Termination.  The
Board of Directors may amend or terminate this portion of the Plan in whole or
in part, except to the extent that such power has been expressly reserved
otherwise under the terms of this portion of the Plan, provided, however, that
no such amendment or termination shall cause a reduction or cessation of the
Supplemental Pension Benefit of any Participant or Beneficiary accrued prior to
the adoption of such amendment or termination.

    


    7.04           Plan
Administration.  The Plan shall be operated and administered by
the Committee whose decisions on all matters involving the interpretation and
administration of the Plan shall be final and binding.  The Committee
shall be the named fiduciary for purposes of ERISA.

    


    7.05           Spendthrift
Provision.  No benefit payable under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge prior to actual receipt thereof by the payee; and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge prior to such receipt shall be void; and the Company shall not be liable
in any manner for or subject to the debts, contracts, liabilities, engagements
or torts of any person entitled to any benefit under the Plan.

    


    7.06           Administrative
Powers.  The Committee, in addition to the general powers set
forth in Section 6.04, shall have the following specific discretionary powers,
subject to ERISA:

    


    (a)  To
establish the manner of disbursement of benefits;

    


    (b)  To
establish and enforce such rules and administrative procedures as the Committee
deems necessary and appropriate to carry out the Plan;

    


    (c)  To
employ actuaries, attorneys and accountants and other agents and advisors, and
to delegate to such persons such powers and responsibilities as the Committee
shall determine;

    


    (d)  To
decide all questions concerning the administration of the Plan;

    


    (e)  To
establish the basis for benefit calculations made pursuant to the
Plan;

    


    (f)  To
request the Company to make appropriate contributions to satisfy any funding
requirements under the Plan.

    


    7.07           Disclosure.  Each
Participant shall receive a copy of the Plan and the Committee will make
available for inspection by any Participant, surviving spouse or Beneficiary a
copy of any rules or regulations as such may be used or adopted by the Committee
in administering the Plan from time to time.

    


    7.08           Incapacity.  In
the event that a Participant, surviving spouse or Beneficiary is declared
incompetent and a conservator or other person legally charged with the care of
his or her person or his or her estate is appointed, any benefits under the Plan
to which such Participant, surviving spouse or Beneficiary is entitled may be
paid to such conservator or other person legally charged with the care of his or
her person or his or her estate.

    


    7.09           Unclaimed
Benefit.  Each Participant shall keep the Committee informed of
his or her current address and the current address of his or her surviving
spouse or Beneficiary.  The Committee shall not be obligated to search
for the whereabouts of any person.  If the location of a Participant
is not made known to the Committee within three (3) years after the date on
which the Participant's benefit under this Plan is due, payment may be made as
though the Participant had died at the end of the three-year
period.  If,

    


    
      
        
           


        

        
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    within
one (1) additional year after such three-year period has elapsed, or within
three (3) years after the actual death of the Participant, the Committee is
unable to locate any surviving spouse or Beneficiary of the Participant, then
the Employer shall have no further obligation to pay any benefit hereunder to
such Participant, surviving spouse or Beneficiary or any other person and such
benefit shall be irrevocably forfeited to the Employer.

    


    7.10           Limitation on
Liability.  Notwithstanding any of the preceding provisions of
the Plan, no individual acting as an employee or agent of the Employer or as a
Committee or other fiduciary shall be liable to any Participant, former
Participant, surviving spouse, Beneficiary or any other person for any claim,
benefit, loss, or expense incurred in connection with the Plan, except as
allowed by ERISA.

    


    7.11           Fiduciary
Responsibility.  In carrying out their responsibilities under
the Plan, the Committee and any other fiduciary hereunder shall act solely in
the interest of Participants, their surviving spouses or Beneficiaries and with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with such matters
would use in similar circumstances.

    


    7.12           Withholding.  The
Employer shall have the right to deduct from the amount of any payment to a
Participant, surviving spouse or Beneficiary, any federal, state or other taxes
required by law to be withheld.

    


    7.13           Successor
Employer.  In the event of the dissolution, merger,
consolidation or reorganization of the Employer, provision may be made by which
a successor to all or a major portion of the Employer's property or business
shall continue the Plan, and the successor shall have all of the power, duties
and responsibilities of the Employer under the Plan.

    


    7.14           Governing
Law.  This Plan shall be construed and enforced in accordance
with, and governed by, the laws of the State of Connecticut, to the extent not
preempted by ERISA.

    


    


    IN WITNESS WHEREOF, this Plan document
has been executed by a duly authorized officer of the Company.

    


    


    
      	
              Dated:   August 4,
      2008________

            


    

    


    


                                  THE UNITED ILLUMINATING
COMPANY

    


    
      	
              Witnesses

            	 
      	 
      
	
              /s/
      Angel Bruno

            	 
      	
              By:           /s/ James P. Torgerson                                                                        

            
	 
      	 
      	
              James P.
  Torgerson

            
	 
      	 
      	
              Its Chief Executive
      Officer

            


    

     

     

     

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