uil_exh10-44.htm


    


    


    


    


    


    


    


    EXHIBIT
10.44

    


    


    


    


    


    


    


    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    OF

    THE
UNITED ILLUMINATING COMPANY

    NON-GRANDFATHERED
BENEFIT PROVISIONS

    


    


    


    


    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE
OF CONTENTS

    


    
      	 
      	
              Page

            
	
              ARTICLE
      I – PURPOSE OF PLAN

            	
              1

            
	
              ARTICLE
      II – DEFINITIONS

            	
              1

            
	
              ARTICLE
      III – ELIGIBILITY TO PARTICIPATE

            	
              4

            
	
              3.01                 Eligibility
      Requirements

            	
              4

            
	
              3.02                 Effective
      Date of Participation

            	
              4

            
	
              3.03                 Termination
      of Participation

            	
              4

            
	
              ARTICLE
      IV – SUPPLEMENTAL PENSION BENEFIT

            	
              5

            
	
              4.01                 Eligibility
      for Supplemental Pension Benefit

            	
              5

            
	
              4.02                 Calculation
      of Non-Grandfathered Supplemental Pension Benefit

            	
              5

            
	
              4.03                 Methodology
      and Assumptions in Calculating Supplemental Pension
Benefit

            	
              6

            
	
              ARTICLE
      V – PERMISSIBLE PAYMENT EVENTS; ELECTIONS REQUIRED OF
      PARTICIPANTS

            	
              6

            
	
              5.01                 Payment
      Events

            	
              6

            
	
              5.02                 Initial
      Elections and Forms of Benefit

            	
              6

            
	
              5.03                 Subsequent
      Elections; Change of Benefit Distribution Elections

            	
              8

            
	
              5.04                 Cash-outs,
      Accelerations or Delays

            	
              9

            
	
              ARTICLE
      VI – FUNDING

            	
              9

            
	
              6.01                 Funding

            	
              9

            
	
              ARTICLE
      VII – CLAIMS PROCEDURES

            	
              10

            
	
              7.01                 Filing
      a Claim

            	
              10

            
	
              7.02                 Appeal
      of Denied Claims

            	
              10

            
	
              ARTICLE
      VIII – MISCELLANEOUS

            	
              12

            
	
              8.01                 Non-Guarantee
      of Employment or Pension

            	
              12

            
	
              8.02                 Rights
      and Pension Plan

            	
              12

            
	
              8.03                 Amendment,
      Modification, Suspension or Termination

            	
              12

            
	
              8.04                 Plan
      Administration

            	
              12

            
	
              8.05                 Spendthrift
      Provision

            	
              12

            
	
              8.06                 Administrative
      Powers

            	
              12

            
	
              8.07                 Disclosure

            	
              13

            
	
              8.08                 Incapacity

            	
              13

            
	
              8.09                 Unclaimed
      Benefit

            	
              13

            
	
              8.10                 Limitation
      on Liability

            	
              13

            
	
              8.11                 Fiduciary
      Responsibility

            	
              13

            
	
              8.12                 Withholding

            	
              13

            
	
              8.13                 Successor
      Employer

            	
              14

            
	
              8.14                 Governing
      Law

            	
              14

            


    

    


    


    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    OF

    THE
UNITED ILLUMINATING COMPANY

    NON-GRANDFATHERED
BENEFIT PROVISIONS

    


    


    ARTICLE
I

    


    PURPOSE 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”).  This portion of the Plan is also intended to be a
non-qualified deferred compensation plan within the meaning of Code Section
409A.

    


    The terms
of the Plan as set forth in this Plan document apply solely 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”).  With respect to accruals made pursuant to the terms of
the Plan before January 1, 2005, that vested prior to January 1, 2005
(“Grandfathered Benefits”), the terms of the Plan are as described in the
separate Plan document relating to “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 8.04 and 8.06.

    


    “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.

    


    “Disability” (or
“Disabled”) means the date a Participant becomes disabled within the meaning of
Code Section 409A.  Generally, this means that the Participant is
either (a) unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or (b) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Participant’s Employer, or (c) is
determined to be totally disabled by the federal Social Security
Administration.  The date a Participant is deemed to be Disabled for
purposes of the Plan shall be determined by the Committee.

    


    "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.

    


    “Management Executive”
shall mean a senior management employee who is not an elected officer.

    


    "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
know 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 –
Non-Grandfathered Benefit Provisions” and the document entitled “Supplemental
Executive Retirement Plan of The United Illuminating Company - Grandfathered
Benefit Provisions.”

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    ARTICLE
III

    


    ELIGIBILITY TO
PARTICIPATE

    


    3.01           Eligibility
Requirements.

    


    (a)  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 or a Management Executive of an Employer;
    and

            


    

    


    
      	
               
      

            	
              (2)  is
      a participant in the Pension Plan;
and

            


    

    


    
      	
               
      

            	
              (3)

            	
              (i)

            	
              has
      annual Compensation in excess of the limit that can be recognized under
      Section 401(a)(17) of the Code for purposes of the Pension Plan;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              has
      an accrued benefit under the Pension Plan that has been limited under
      Section 415 of the Code; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              has
      made salary or short-term incentive deferrals under the UIL Deferred
      Compensation Plan, which amounts cannot be taken into account as
      ‘compensation’ for the Pension Plan;
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              is
      entitled to a supplemental, non-qualified pension benefit which is
      calculated by reference to the Pension Plan pursuant to the terms of his
      or her employment agreement, severance agreement or early retirement
      incentive package, as applicable (a “contract adjustment”), that
      constitutes deferred compensation within the meaning of Code Section 409A
      and which is not actually paid, or by its terms to be paid, from other
      than this Plan, in which case the terms of said contract adjustment are
      incorporated herein by reference.

            


    

    


    Notwithstanding
the foregoing, on and after the date hereof, no eligible Employee shall become a
Participant unless and until the Committee has affirmatively designated the
Employee as a Participant in the Plan and has designated the effective date of
participation.

    


    (b)  Unless otherwise
expressly provided by the Committee, in the event that a Participant ceases
benefit accruals or is otherwise no longer an active participant in the
qualified Pension Plan, the Participant shall cease future benefit accruals
under this Plan as well.

    


    3.02           Effective Date of
Participation.  Each Participant in the Plan as of
December 31, 2004 shall continue as a Participant in this portion of the
Plan as of January 1, 2005.  Each other eligible Employee shall
become a Participant in this portion of the Plan as of the date on which he or
she meets the eligibility requirements specified in Section 3.01(a) and has been
designated as a Participant by the Committee.

    


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

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    ARTICLE
IV

    


    SUPPLEMENTAL PENSION
BENEFIT

    


    4.01           Eligibility for Supplemental
Pension Benefit.  No Participant shall be entitled to
Supplemental Pension Benefits under this Plan unless that individual is a
participant in the Pension Plan and has been credited with at least five (5)
years of Vesting Service with the Company or another Participating Employer (as
determined under the Pension Plan).

    


    If a
Participant’s employment with the Company or any Participating Employer shall
terminate 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, as of the date of the Participant’s
Separation from Service date, 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
Non-Grandfathered Supplemental Pension Benefit.  A
Participant's Supplemental Pension Benefit under this portion of the Plan
(“Non-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
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 Separation from Service,
determined:

    


    (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;
and

    


    (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 contract adjustment (as provided in
Section 3.01(a)(iv)), the terms of which are incorporated herein by
reference;

    


    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
Separation from Service.  Such benefit shall be
calculated:

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (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 Section 415(e)
of the Code; and

    


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

    


    Notwithstanding
the foregoing, if a Participant has a Grandfathered Benefit, as provided under
the Plan document entitled “Supplemental Executive Retirement Plan of The United
Illuminating Company - Grandfathered Benefit Provisions,” such Participant’s
Non-Grandfathered Benefit under this portion of the Plan shall be the benefit
calculated as above, but further reduced by the value of the Participant’s
Grandfathered Benefit, determined as of the date of such Participant’s
Separation from Service.

    


    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 contract adjustment, (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.

    


    


    ARTICLE
V

    


    PERMISSIBLE PAYMENT EVENTS;
ELECTIONS REQUIRED OF PARTICIPANTS

    


    5.01           Payment
Events.  Non-Grandfathered Supplemental Pension Benefits shall
become payable, if at all, upon the Participant’s Separation from Service
(whether on account of death, Disability, retirement or
otherwise).  Benefits will be paid (or commence to be paid) as of the
Participant’s Benefit Commencement Date.

    


    5.02           Initial Elections and Forms
of Benefit.

    


    (a)           Except
as otherwise provided in this Section 5.02 or in any contract adjustment, any
Employee who is not already a Participant who is or may become eligible to be a
Participant may file an Benefit Distribution Election, on a form and in the
manner acceptable to the Committee, electing a form of distribution of
retirement benefits hereunder from among the following actuarially equivalent
options.  Such initial Benefit Distribution Election shall be filed no
later than December 20th (or such later date as determined by the
Committee, but in no event later than December 31st) of the year preceding
the year in which the eligible Employee becomes a Participant.  All
actuarially equivalent life annuity benefit forms shall be deemed to be a single
payment for purposes of the subsequent deferral rules of Section 5.03,
below.

    


    (1)           Life Annuity
Benefits. 

    


    (i)           Single
Life Annuity:  monthly annuity benefits payable for the life of the
Participant;

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    (ii)           Joint
and 50% Survivor Annuity:  monthly annuity benefits payable for the
life of the Participant, and continuing for the life of a joint annuitant at a
50% reduced amount if the joint annuitant survives the Participant;

    


    (iii)           Pop-up
Annuity:  a modified joint and 50% survivor annuity actuarially
reduced, in order to provide that if the Participant’s spouse or other joint
annuitant predeceases the Participant after benefits have commenced, the amount
of the Participant’s monthly benefit shall be restored to the level it would
have been had the Participant retired with a single life annuity form of payment
in effect;

    


    (iv)           Joint
and 75% Survivor Annuity (for Benefit Commencement Dates on or after January 1,
2008 only):  monthly annuity benefits payable for the life of the
Participant, and continuing for the life of a joint annuitant at a 75% reduced
amount if the joint annuitant survives the Participant; or

    


    (v)           A
Joint and 100% Survivor Annuity:  monthly annuity benefits payable for
the life of the Participant, with the same amount continuing for the life of a
joint annuitant if the joint annuitant survives the Participant.

    


    (2)           Term Certain Life Annuity
Benefits.

    


    (i)           Ten
Year Certain: a single life annuity payable over the life of the Participant
with payments guaranteed for ten (10) years certain; or

    


    (ii)           Fifteen
Year Certain: a single life annuity payable over the life of the Participant
with payments guaranteed for fifteen (15) years certain.

    


    (3)           Lump Sum Benefit.

    


    (i)           A
Single Lump Sum that is the actuarial equivalent of the accrued benefit to which
the Participant would have otherwise been entitled at his Normal Retirement
Date.

    


    (b)           In
the event a Participant does not timely file an initial Benefit Distribution
Election or for any other reason does not have a Benefit Distribution Election
on file with the Committee, the Participant will be deemed to have elected to
receive benefits in the Lump Sum form of benefit.

    


    (c)           Notwithstanding
the foregoing, to the extent permitted under Treasury Regulation Section
1.409A-2(a)(7)(iii), with respect only to that portion of the Plan that provides
benefits solely in excess of the qualified plan limitations contained in Section
415 and Section 401(a)(17) of the Code (the “Excess Benefit” portion of the
Plan), a Participant’s election as to form of payment shall be considered to be
timely, if it is filed within 30 days following the end of the first taxable
year in which the Participant accrues a benefit under the Plan.

    


    (d)           Code Section 409A Transition
Relief.  Employees who were Participants in the Plan as of
January 1, 2005 or who became Participants on or after January 1, 2005 and
before December 31, 2008 may file Benefit Distribution Elections during the
period from January 1, 2005 through December 31, 2008 with respect to benefits
accrued prior to the Election, provided the Election is timely made and in
accordance with the transition relief published by the Internal Revenue Service
in Notice 2005-1, Notice 2006-64, Notice 2007-86, the preamble to the proposed
regulations under Code Section 409A and other IRS guidance.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    (e)           Death
Benefits.  Notwithstanding the foregoing, if a Participant has
a Separation from Service on account of death after acquiring a nonforfeitable
right to all (or any portion) of his Accrued Benefit from Employer contributions
under the Pension 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 Plan that the Participant had elected a joint and 50% survivor annuity form
of payment, had a Separation from Service on the date preceding his date of
death, and then died the next day.  If the Participant should die
following his or her Separation from Service date, 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, and
any lump sum payment that has been elected but not yet paid to the Executive as
of the Executive’s date of death will be paid to the Executive’s beneficiary,
provided, however, that any lump sum form of payment that has not yet been paid
to the Participant as of the Participant’s date of death will be paid to the
Participant’s Beneficiary on the date that would have otherwise been the
Participant’s Benefit Commencement Date.

    


    (f)           Benefit Commencement
Date.  A Participant’s Benefit Commencement Date shall be the
first day of the month immediately following the Participant’s Separation from
Service (whether on account of death, Disability, retirement or otherwise),
unless (i) the Participant has elected a lump sum, in which case the
Participant’s Benefit Commencement Date shall be the first day of January of the
year following the Participant’s Separation from Service; or (ii) the
Participant has elected a later date pursuant to the Code Section 409A
transition relief, or as permitted in accordance with Section 5.03, below, in
which case the Participant’s Benefit Commencement Date shall be the date elected
pursuant to the Code Section 409A transition relief or Section 5.03, as the case
may be.  Notwithstanding the foregoing, at any time the Company is
publicly traded on an established securities market (as defined for purposes of
Code Section 409A) and a distribution is to be made to a Specified Employee (as
defined for purposes of Code Section 409A(a)(2)(B)(i)) on account of a
Separation from Service, no distribution of a Non-Grandfathered Benefit shall be
made to the Specified Employee on account of such Separation from Service before
the date which is six months after the date of the Specified Employee’s
Separation from Service or, if earlier, the date of death of the Specified
Employee (the “Distribution Restriction Period”).  To the extent that
such Employee would otherwise have been entitled to annuity distributions during
the Distribution Restriction Period, such amounts shall be accumulated, without
interest and paid in a single sum, together with the next annuity payment on the
next following annuity payment date after the Distribution Restriction Period
ends.  If a Participant otherwise would be entitled to a lump sum
distribution during the Distribution Restriction Period, the payment of such
lump sum shall be made on the first business day of the first month following
the end of the Distribution Restriction Period without adjustment for the delay
in payment.

    


    5.03           Subsequent Elections; Change
of Benefit Distribution Elections.  A Participant may change
his or her Benefit Distribution Election by filing a subsequent written election
with the Committee, provided, however,
that

    


    (a)           such
subsequent election is approved by the Committee and is consistent with the
Benefit Commencement Dates and the forms of benefit permitted under Section
5.02, above;

    


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

    


    (c)           with
respect to an election relating to a distribution on account of a Separation
from Service (or any other permitted distribution event under Code Section 409A,
other than Disability, or death), the Benefit Commencement Date of the payment
is deferred for a period of not fewer than 5 years from the date payment would
otherwise have commenced; and

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (d)           with
respect to any election relating to a distribution to be made (or commence) as
of a specified date or pursuant to a fixed schedule, the subsequent election is
made not less than 12 months prior to the date of the first scheduled
payment.

    


    No change
of election shall permit the acceleration of the time or schedule of any payment
under the Plan, except as may be provided by regulation or other guidance issued
pursuant to Code Section 409A(a)(3).  A change in the form of a
payment from one type of life annuity to another type of annuity before any
annuity payment has been made shall not be considered to be a change in the time
and form of payment requiring compliance with this Section 5.03, provided that
the annuities are actuarially equivalent applying reasonable actuarial
assumptions.  This paragraph is intended to be (and shall be
interpreted to be) consistent with Code Section 409A(a)(3), Code Section
409A(a)(4)(C) and related guidance.

    


    5.04           Cash-outs, Accelerations or
Delays.

    


    (a)           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 Treas. Reg. Section 1.409A-3(j)(4)(v).

    


    (b)           Acceleration of or Delay in
Payments.  The Committee, in its sole and absolute discretion,
may elect to accelerate the time or form of payment of a benefit owed to the
Participant hereunder, provided such acceleration is permitted under Treas. Reg.
Section 1.409A-3(j)(4).  The Committee may also, in its sole and
absolute discretion, delay the time for payment of a benefit owed to the
Participant hereunder, to the extent permitted under Treas. Reg. Section
1.409A-2(b)(7).

    


    


    ARTICLE
VI

    


    FUNDING

    


    6.01           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.

    


    
      
        
           


        

        
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    ARTICLE
VII

    


    CLAIMS
PROCEDURES

    


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

    


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

    


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

    


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

    


    7.02           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,

    


    
      
        
           


        

        
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    records
and other information relevant to the denial and may submit written comments,
documents, records and other information relevant to the claim to the Appeals
Committee.  All written comments, documents, records, and other
information shall be considered “relevant” if the information (i) was relied
upon in making a benefits determination, (ii) was submitted, considered or
generated in the course of making a benefits decision regardless of whether it
was relied upon to make the decision, or (iii) demonstrates compliance with
administrative processes and safeguards established for making benefit
decisions.  The Appeals Committee may, in its sole discretion and if
it deems appropriate or necessary, decide to hold a hearing with respect to the
claim appeal.

    


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

    


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

    


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

    


    
      
        
           


        

        
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    relied
upon to make the decision and (iii) the required statement under Section
2560.503-1(j)(5)(iii) of the Department of Labor regulations.

    


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

    


    


    ARTICLE
VIII

    


    MISCELLANEOUS

    


    8.01           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.

    


    8.02           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.

    


    8.03           Amendment, Modification,
Suspension or Termination.  The Committee 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 vote of
amendment or termination.  The Board of Directors may also terminate
this portion of the Plan and pay Participants (and beneficiaries) their Account
Balances in a single lump sum at any time, to the extent and in accordance with
Treas. Reg. Section 1.409A-3(j)(4)(ix).

    


    8.04           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 and plan administrator for purposes of
ERISA.

    


    8.05           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.

    


    8.06           Administrative
Powers.  The Committee, in addition to the general powers set
forth in Section 8.04, shall have the following specific discretionary powers,
subject to ERISA:

    


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

    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (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.

    


    8.07           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.

    


    8.08           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.

    


    8.09           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, 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.

    


    8.10           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.

    


    8.11           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.

    


    8.12           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.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    8.13           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.

    


    8.14           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

            


    

     

     

    

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


       

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      OF

      THE
UNITED ILLUMINATING COMPANY

      NON-GRANDFATHERED
BENEFIT PROVISIONS

      


      


      EXHIBIT
A

      


      As
of August 4, 2008

      


      THE
UNITED ILLUMINATING COMPANY

      UIL
HOLDINGS CORPORATION