UIL HOLDINGS CORPORATION
                 SENIOR EXECUTIVE INCENTIVE COMPENSATION PROGRAM


I.       PURPOSE

The purpose of the UIL Holdings Corporation Senior Executive Incentive
Compensation Program (the "Program") is to promote the interests of UIL Holdings
Corporation ("UIL" or the "Company"), its customers, and its shareowners by (i)
helping to attract and retain executives and key managers of high ability, (ii)
heightening the motivation of those executives and key managers to attain goals
that are in the interests of shareowners and customers, and (iii) encouraging
effective management teamwork among the executives and key managers. The Program
is intended to permit Incentive Awards to qualify as "performance-based"
compensation under Section 162(m) of the Internal Revenue Code.

II.      DEFINITIONS

In addition to the defined terms defined in Section I, the following shall be
defined terms under the Program and have the meaning set forth below unless a
different meaning is plainly required by the context in which a term is used:

         A.       "Board" shall mean the Board of Directors of the Company.

         B.       "Challenge Goals" shall mean one or more performance goals, in
                  addition to the Performance Goals, established by the
                  Committee at any time as a basis for the Committee's
                  permissible exercise of discretion in determining the amount
                  of the Incentive Award earned by a Participant.

         C.       "Chief Executive Officer" shall mean the chief executive
                  officer of the Company.

         D.       "Committee" shall mean the Compensation and Executive
                  Development Committee of the Board, or such other committee as
                  the Board may designate.

         E.       "Compensation" shall mean the annual base salary of a
                  Participant as of the date on which the Committee establishes
                  Performance Goals in the applicable Year.

         F.       "Incentive Award Opportunity" means the Participant's
                  opportunity to earn specified amounts based on performance
                  during a Performance Period. An Incentive Award Opportunity
                  constitutes a conditional right to receive settlement of an
                  Award.

         G.       "Incentive Award" shall mean an award earned by a Participant
                  pursuant to the Program. An "Annual Incentive Award" shall
                  mean an award earned based on performance over a Performance
                  Period not exceeding one year, and a "Long-Term Incentive
                  Award" shall mean an award earned based on performance over a
                  Performance Period exceeding one year.

         H.       "Maximum Incentive Award" shall mean an amount, specified by
                  the Committee, up to 200% (two hundred percent) of the
                  Participant's Target Incentive Award. The amount of the
                  Maximum Incentive Award shall be determined by the Committee.

         I.       "Participant" shall mean an eligible person who is selected by
                  the Committee as eligible to earn an Incentive Award for a
                  particular Performance Period.

         J.       "Performance Goal" shall mean one or more objective
                  performance goals, established by the Committee at the time
                  an Incentive Award Opportunity is authorized, and based upon
                  the attainment of specified performance levels with respect
                  to one or any combination of the following criteria, which
                  may be determined by reference to the Company's performance
                  or the performance of a Subsidiary (or any business unit):
                  (i) net income; (ii) earnings, before or after income taxes;
                  (iii) earnings per share; (iv) pre-tax operating income;
                  (v) expense management; (vi) profitability, including
                  profitability of an identifiable business unit or product;
                  (vii) revenue; (viii) shareowner value creation measures,
                  including but not limited to stock price or total shareowner
                  return; (ix) return measures, including return on assets
                  (gross or net), return on investment, return on capital, or
                  return on equity; (x) cash flow, free cash flow, cash flow
                  return on investment (discounted or otherwise), net cash
                  provided by operations, or cash flow in excess of cost of
                  capital; (xi) net economic profit (operating earnings minus a
                  charge for capital) or economic value created; (xii) strategic
                  innovation; (xiii) dividend levels; (xiv) strategic business
                  criteria, consisting of one or more objectives based on
                  meeting specified market penetration, geographic business
                  expansion goals, cost targets, completion of capital and debt
                  transactions, customer satisfaction, employee satisfaction,
                  management of employment practices and employee benefits,
                  supervision of litigation and information technology, and
                  goals relating to acquisitions or divestitures of
                  subsidiaries, affiliates or joint ventures; or (xv) any
                  combination of the foregoing. The targeted level or levels of
                  performance with respect to such business criteria may be
                  established at such levels and in such terms as the Committee
                  may determine, in its discretion, including in absolute terms,
                  as a goal relative to performance in prior periods, or as a
                  goal compared to the performance of one or more comparable
                  companies or an index covering multiple companies.

         K.       "Performance Period" shall mean the period, specified by the
                  Committee, over which an Incentive Award may be earned.

         L.       "Subsidiary" shall mean one or more corporations, a majority
                  of the outstanding shares of voting stock of which is owned
                  directly or indirectly by the Company. An employee of a
                  Subsidiary shall only be eligible to participate in the
                  Program if selected for participation by the Committee in
                  accordance with Section IV hereof.

         M.       "Target Incentive Award" shall mean the Incentive Award
                  Opportunity that may be earned by a Participant for
                  achievement of the Target Level of Performance in a given
                  Performance Period.

         N.       "Year" shall mean a calendar year.

III.     ADMINISTRATION OF THE PROGRAM

         A.       COMMITTEE AUTHORITY. The Program shall be administered by the
                  Committee, which shall have full and final authority to take
                  all actions hereunder, subject to and consistent with the
                  provisions of the Program. The composition and governance of
                  the Committee shall be established in the Committee's Charter,
                  as approved from time to time by the Board, and other
                  corporate governance documents of the Company. No action of
                  the Committee shall be void or deemed to be without authority
                  due to the failure of any member to meet any qualification
                  standard set forth in the Committee Charter or this Program.

         B.       COMMITTEE PROCEDURES. The Committee may adopt rules and
                  practices for carrying out the Program and may take such
                  action in the administration of the Program not inconsistent
                  with the terms hereof as it shall deem appropriate. Such rules
                  and practices shall be considered as incorporated into this
                  Program by reference. All questions of interpretation and
                  construction of the Program, of any rights arising by reason
                  of the Program, or of the provisions of any instrument or
                  document used in connection with the Program shall be
                  determined by the Committee. The Committee may delegate
                  authority with respect to such aspects of the administration
                  of the Program to such individuals, who may be employees of
                  the Company or its Subsidiaries, as the Committee may
                  determine, to the fullest extent permitted by applicable law
                  and under the listing standards of the New York Stock
                  Exchange. Decisions of the Committee on all matters relating
                  to the Program shall be conclusive and binding upon all
                  persons.

         C.       COMMITTEE DISCRETION NOT TO AUTHORIZE INCENTIVE AWARD
                  OPPORTUNITIES. The Committee, in its sole discretion, may
                  determine not to put the Program into effect for a given Year
                  or other Performance Period.


IV.      ELIGIBILITY AND SELECTION OF PARTICIPANTS

Employees of the Company or any Subsidiary who are or may become executive
officers of the Company may be selected by the Committee to participate in this
Program. Prior to, or within the first 90 days of, each Performance Period, the
Committee may, in its sole discretion, select persons to be Participants in the
Program for the Performance Period (but such selection shall not occur after
more than 25% of the Performance Period has elapsed). No person shall at any
time have a right to be selected as a Participant for any Performance Period
nor, having been selected as a Participant for any one Performance Period, shall
have a right to be selected as a Participant for any other Performance Period.
The fact that a person is selected as a Participant for any Performance Period
shall not mean that such person will necessarily receive an Incentive Award for
that Performance Period.

V.       PER-PERSON AWARD LIMITATION

Incentive Award Opportunities granted to any one eligible Employee shall be
limited such that the amount potentially earnable for performance completed in
any one Year shall not exceed the Participant's Annual Limit. For this purpose,
the Annual Limit shall equal $2.5 million plus the amount of the Participant's
cumulative unused Annual Limits as of the close of the previous fiscal year;
provided, however, that any unused Annual Limit that is not used within five
years of the original opportunity shall cease to be carried forward to a
subsequent year. For this purpose, (i) "earning" means satisfying performance
conditions so that an Award Opportunity becomes payable, without regard to
whether it is to be paid currently or on a deferred basis or continues to be
subject to any service requirement or other non-performance condition, and (ii)
for purposes of determining the extent to which a Participant has used an Annual
Limit plus any carryover limit, the Participant's Award Opportunity is deemed
paid at the maximum level, even though the Participant may receive less than the
maximum level of payout.

VI.      ANNUAL INCENTIVE AWARDS

         A.       DETERMINATION OF PARTICIPANT'S TARGET ANNUAL  INCENTIVE AWARD
                  AND RELATED TERMS

                  (1)      Prior to, or within the first 90 days of, each Year
                           for which Annual Incentive Award Opportunities are to
                           be authorized, the Committee shall determine the
                           amount of the Target Annual Incentive Award for each
                           Participant for that Year. For this purpose, the
                           Committee shall assign a Target Annual Incentive
                           Award Percentage for each Participant, by specifying
                           a percentage of Compensation for Participants' Salary
                           Grades or by otherwise assigning a Target Annual
                           Incentive Award Percentage to each Participant. The
                           product of the Target Annual Incentive Award
                           Percentage and the Participant's Compensation (a
                           dollar amount) shall constitute the Participant's
                           Target Annual Incentive Award. The Committee shall at
                           the same time specify the Maximum Incentive Award for
                           that Year for each Participant.

                  (2)      At the time it takes the actions specified in (1)
                           above, the Committee shall specify the Maximum Annual
                           Incentive Award, which is the maximum amount which
                           may be awarded to each Participant with respect to
                           any annual Performance Period.

         B.       ESTABLISHMENT OF PERFORMANCE GOALS AND CHALLENGE GOALS, AND
                  CORRESPONDING LEVELS OF EARNING OF TARGET ANNUAL INCENTIVE
                  AWARDS

                  (1)      Prior to, or within the first 90 days of, each Year
                           for which Annual Incentive Award Opportunities are to
                           be authorized, and after having received the
                           recommendations of the Chief Executive Officer with
                           respect to eligible employees other than himself, the
                           Committee shall, in its sole discretion, establish in
                           writing a specific Performance Goal for each person
                           selected to be a Participant in the Program for that
                           Year. Performance Goals may apply to an individual
                           Participant or to groups of Participants. The
                           Committee shall also establish in writing a range,
                           grid, formula or other information that specifies the
                           level of achievement of the Performance Goal that
                           will result in a Participant potentially earning the
                           Target Annual Incentive Award, and, in the
                           Committee's discretion, other specified levels of
                           achievement of the Performance Goal that will result
                           in the Participant potentially earning varying
                           proportions of the Target Annual Incentive Award
                           ranging from 0% of the Target Annual Incentive Award
                           up to the Maximum Annual Incentive Award. The
                           Committee must establish a Performance Goal such that
                           some level of achievement (or non-achievement) will
                           result in the Participant earning no Annual Incentive
                           Award, and the Committee may not authorize the
                           earning of an Incentive Award exceeding the Maximum
                           Incentive Award.

                  (2)      The Committee may at any time, in its discretion,
                           specify Challenge Goals applicable to a Participant
                           or group of Participants for a given annual
                           Performance Period. Achievement of a Challenge Goal
                           may not result in the potential earning of any
                           portion of the Target Annual Incentive Award unless a
                           specific Performance Goal has also been met with
                           respect to that portion of the Target Annual
                           Incentive Award. The achievement of the Performance
                           Goal will be deemed to authorize the Committee to pay
                           out the Maximum Annual Incentive Award or a pre-set
                           percentage of the Maximum Annual Incentive Award
                           established by the Committee in accordance with
                           Section VI.B(1), with the level of achievement of the
                           Challenge Goal, as specified by the Committee, to
                           determine whether that full amount or a reduced
                           amount will be paid out as an Annual Incentive Award.
                           Thus, for purposes of Section 162(m) of the Internal
                           Revenue Code, Challenge Goals, the corresponding
                           Annual Incentive Award amounts that will be paid out
                           upon achievement of the Challenge Goals and related
                           terms will represent an exercise of negative
                           discretion by the Committee.

VII.     OTHER INCENTIVE AWARDS

         A.       DESIGNATION OF INCENTIVE AWARD OPPORTUNITIES AND PERFORMANCE
                  GOALS. The Committee is authorized to designate Incentive
                  Award Opportunities in addition to the Annual Incentive Award
                  Opportunities authorized under Section VI, subject to the
                  following terms:

                  (1)      The Committee will designate the terms of Incentive
                           Award Opportunities under this Section VII prior to,
                           or during the first 90 days of , the Performance
                           Period, but in no event after more than 25% of the
                           Performance Period has elapsed, to the extent
                           required in order that the Incentive Award can
                           qualify as performance-based under Section 162(m) of
                           the Internal Revenue Code. Such designations shall be
                           in writing.

                  (2)      The Committee will designate the Performance Period
                           for the Incentive Award Opportunity.

                  (3)      The Committee will designate, for each Participant,
                           the Incentive Award Opportunity such Participant may
                           earn for such Performance Period, including a Target
                           Incentive Award Opportunity and a Maximum Incentive
                           Award that the Participant may earn for such
                           Performance Period. Unless otherwise determined by
                           the Committee, the Incentive Award Opportunity
                           earnable by each Participant shall range from 0% to
                           the Maximum Incentive Award as designated by the
                           Committee, such percentage to be applied to the
                           Target Incentive Award Opportunity.

                  (4)      The Committee will designate the Performance Goal the
                           achievement of which will result in the earning of
                           the Incentive Award Opportunity, and the levels of
                           earning of the Incentive Award Opportunity
                           corresponding to the levels of achievement of the
                           Performance Goal. The Committee shall specify a
                           table, grid, formula, or other information that sets
                           forth the amount of a Participant's Award Opportunity
                           that will be earned corresponding to the level of
                           achievement of a specified Performance Goal. The
                           Committee must establish a Performance Goal such that
                           some level of achievement (or non-achievement) will
                           result in the Participant earning no Incentive Award
                           for the Performance Period, and the Committee may not
                           authorize the earning of an Incentive Award exceeding
                           the Maximum Incentive Award for the Performance
                           Period or exceeding the limit specified in Section V.

         B.       DESIGNATION OF CHALLENGE GOALS AND COMMITTEE DISCRETION. As
                  specified in Section VII(A) above, an Incentive Award
                  Opportunity authorized under this Section VII must require
                  that a Performance Goal be attained as a condition to the
                  earning of an Incentive Award. The Committee may at any time,
                  in its discretion, specify Challenge Goals applicable to a
                  Participant or group of Participants for a given Performance
                  Period. The achievement of the Performance Goal will be deemed
                  to authorize the Committee to pay out the Maximum Incentive
                  Award or a percentage of the Maximum Incentive Award
                  established by the Committee, with the level of achievement
                  of the Challenge Goal, as specified by the Committee, to
                  determine whether that full amount or a reduced amount will
                  be paid out as an Incentive Award for the Performance Period.
                  Thus, for purposes of Section 162(m) of the Internal Revenue
                  Code, Challenge Goals, the corresponding Incentive Award
                  amounts that will be paid out upon achievement of the
                  Challenge Goals and related terms will represent an exercise
                  of negative discretion by the Committee. Likewise, even if the
                  Committee has not specified Challenge Goals, it retains
                  discretion to assess other measures of performance or other
                  factors to determine whether the final Incentive Award for a
                  Performance Period will be paid out at the level that would
                  apply based solely on the achievement of the Performance Goal
                  or at a reduced level.

VIII.    TERMS APPLICABLE TO ALL INCENTIVE AWARDS

          A.      TERMINATION AND RELATED PROVISIONS. Subject to the terms of
                  this Program, the Committee may specify the circumstances in
                  which Incentive Awards shall be paid or forfeited in the event
                  of a change in control, termination of employment in specified
                  circumstances, or other event prior to payment in settlement
                  of an Incentive Award; provided, however, that any payments
                  resulting from a change in control or termination of
                  employment need not qualify as performance-based compensation
                  under Section 162(m) if the authorization of such
                  non-qualifying payments would not otherwise disqualify the
                  Incentive Award or authorization thereof from Section 162(m)
                  qualification in cases in which no change in control or
                  termination of employment occurred.

         B.       ADJUSTMENTS. The Committee is authorized to make adjustments
                  in the terms and conditions of, and the criteria included in,
                  authorization of an Incentive Award and related Performance
                  Goals in recognition of unusual or nonrecurring events,
                  including stock splits, stock dividends, reorganizations,
                  mergers, consolidations, large, special and non-recurring
                  dividends, and acquisitions and dispositions of businesses and
                  assets, affecting the Company and its subsidiaries or other
                  business unit, or the financial statements of the Company or
                  any subsidiary, or in response to changes in applicable laws,
                  regulations, accounting principles, tax rates and regulations
                  or business conditions or in view of the Committee's
                  assessment of the business strategy of the Company, any
                  subsidiary or affiliate or business unit thereof, performance
                  of comparable organizations, economic and business conditions,
                  personal performance of a Participant, and any other
                  circumstances deemed relevant; provided, however, that no such
                  adjustment shall be authorized or made if and to the extent
                  that the existence or exercise of such authority (i) would
                  cause an authorization of an Incentive Award hereunder to
                  fail to qualify as performance-based compensation under
                  Section 162(m) of the Internal Revenue Code and regulations
                  thereunder, or (ii) would cause the Committee to be deemed to
                  have authority to change the targets, within the meaning of
                  Treasury Regulation 1.162-27(e)(4)(vi), under the Performance
                  Goals relating to an authorized Incentive Award. In addition,
                  the Committee shall not adjust an Incentive Award to a
                  Participant to reflect his or her adjusted Compensation during
                  the Performance Period.

         C.       OTHER TERMS OF INCENTIVE AWARD OPPORTUNITIES.

                  (1)      The amount of the Participant's Target Incentive
                           Award for any Performance Period for which no
                           Incentive Award Opportunity is authorized by the
                           Committee shall be zero.

                  (2)      The Committee retains discretion to reduce a
                           Participant's Target Incentive Award during a
                           Performance Period, including in any case in which
                           the Company reduces or omits a dividend on its common
                           stock during the Performance Period.

         D.       DETERMINATION OF INCENTIVE AWARDS.

                  (1)      Promptly following each Performance Period as to
                           which Incentive Award Opportunities have been
                           authorized, and after audited financial results for
                           the Performance Period are available to the Committee
                           if the Performance Goal calls for performance to be
                           measured based on such audited financial results, the
                           Committee, after having received the recommendations
                           of the Chief Executive Officer with respect to
                           Participants other than himself or herself, shall
                           determine the level of achievement of Performance
                           Goals and the corresponding amount of the Incentive
                           Award potentially earned by each Participant for such
                           Performance Period (the "Potential Incentive Award").
                           If a Challenge Goal has also been specified for a
                           Participant and the related Performance Goal was met,
                           the Committee shall also determine the level of
                           achievement of the Challenge Goal and any resulting
                           adjustment that would reduce the amount of the
                           Incentive Award to be paid from the Potential
                           Incentive Award amount. The Committee retains
                           authority to exercise negative discretion to reduce
                           the amount of the final Incentive Award to be paid
                           below the Potential Incentive Award amount. The
                           Committee may not exercise positive discretion to
                           increase the amount of the final Incentive Award
                           above the Potential Incentive Award amount, but it
                           retains discretion to not make an adjustment relating
                           to a Challenge Award.

                  (2)      The Committee, in its sole discretion, may grant an
                           adjusted Incentive Award to a Participant to reflect
                           his or her shorter period of participation during the
                           Performance Period due to termination by reason of
                           death, permanent disability, retirement, or for other
                           good cause. In the event a Participant's employment
                           with the Company or its Subsidiaries terminates
                           during the Performance Period for reasons other than
                           death, permanent disability or retirement, no
                           Incentive Award shall be payable with respect to such
                           Participant, unless the Committee determines
                           otherwise. The Committee shall have no authority to
                           make payments under this Section VIII(D)(2) if the
                           existence of such authority would cause the
                           authorization of an Incentive Award under this
                           Program to fail to qualify as performance-based
                           compensation under Code Section 162(m).

                  (3)      Determinations by the Committee as to the level of
                           actual achievement of the Performance Goals and the
                           amount of any final Incentive Award earned shall be
                           recorded in writing in accordance with applicable
                           Treasury Regulations under Section 162(m).
                           Specifically, the Committee shall certify in writing,
                           in a manner conforming to applicable regulations
                           under Section 162(m), prior to payment each such
                           Incentive Award, that the Performance Goal relating
                           to the Award and other material terms of the Award
                           upon which settlement was conditioned have been
                           satisfied.

IX.      PAYMENT OF INCENTIVE AWARDS

Any non-deferred Incentive Award shall be paid and settled by the Company
promptly after the date of determination by the Committee under Section VIII(D)
hereof. A Participant may elect to defer receipt of any portion of his or her
Incentive Award into the Company's Executive Deferred Compensation Program or
any other deferred compensation program of the Company, if the terms of such
program then permit such deferrals. Incentive Awards shall be paid by the
Company to Participants in cash; provided, however, that the Committee may pay
out an Incentive Award in shares or share-based awards if the Committee provided
for such a payout at the time it established the Performance Goal and if the
shares of Common Stock or share-based awards are authorized under and drawn from
an equity compensation plan of the Company. The Company may deduct from any
Incentive Award the amount of taxes, if any, which the Company is required to
withhold with respect to the Award.

X.       MISCELLANEOUS

         A.       ASSIGNMENTS AND TRANSFERS

                  The rights and interests of a Participant under the Program
                  may not be assigned, encumbered, or transferred; provided
                  however, that in the event of the Participant's death, any
                  Incentive Award payable hereunder shall be paid to the
                  executor or administrator of the Participant's estate.

         B.       PROGRAM CREATES NO EMPLOYMENT RIGHTS

                  Neither the establishment of the Program, eligibility to
                  participate nor any action taken hereunder shall be construed
                  as creating a contract of employment, or as a term or
                  provision of any such contract, or as giving any employee any
                  right to be retained in the employ of the Company or a
                  Subsidiary.

         C.       NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS

                  Neither the establishment of the Program, the approval thereof
                  (or approval of specific terms of the Program) by shareowners
                  nor any provision of the Program shall prevent the Company
                  from adopting or continuing in effect other or additional
                  compensation arrangements, and such arrangements maybe either
                  generally applicable or applicable only in specific cases.

         D.       NATURE OF PARTICIPANT'S INTEREST

                  Any amounts payable to a Participant under the Program shall
                  constitute solely a general, unsecured liability of the
                  Company, payable exclusively out of the Company's general
                  assets and in no event shall the Company or any Subsidiary be
                  obligated to segregate any funds or assets to secure the
                  payment of any such amount. No action pursuant to the Program
                  shall confer upon any Participant any right, title, or
                  interest in any assets of the Company or a Subsidiary.

         E.       AMENDMENT, SUSPENSION, OR TERMINATION OF PROGRAM

                  The Board may amend, suspend, or terminate the Program at any
                  time, provided, however, that any such amendment or
                  modification shall be subject to the approval of the
                  shareowners of the Company if such shareowner approval is
                  required to preserve the Company's federal income tax
                  deduction for Incentive Awards under the Program pursuant to
                  the "other performance-based compensation" exception in
                  Section 162(m)(4)(C) of the Internal Revenue Code.

         F.       EFFECTIVE DATE

                  The Program is effective for the fiscal year beginning January
                  1, 2004, subject to approval by the shareowners of the Company
                  at the 2004 Annual Meeting of Shareowners.

         G.       LONG-TERM INCENTIVES NOT ANNUAL BONUS FOR PURPOSES OF OTHER
                  PLANS

                  Amounts earned or payable under the Plan in connection with
                  Incentive Awards not designated by the Committee as "Annual
                  Incentive Awards" shall not be deemed to be annual incentive
                  or annual bonus compensation (regardless of whether an
                  Incentive Award is earned by performance in Performance Period
                  of one year or less) for purposes of any retirement or
                  supplemental pension plan of the Company, any employment
                  agreement or change of control agreement between the Company
                  and any Employee, or for purposes of any other plan, unless
                  the Company shall enter into a written agreement that
                  specifically identifies this Plan by name and specifies that
                  amounts earned or payable in respect of such Incentive Award
                  shall be considered to be annual incentive or annual bonus
                  compensation.

         H.       APPLICABLE LAW

                  The interpretation of the provisions hereof and the
                  administration of the Program shall be governed by the laws of
                  Connecticut.