0001082510-05-000260 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 11th, 2005 • Uil Holdings Corp • Electric services • Connecticut

THIS AGREEMENT ( the “Agreement”) is made as of the first day of March, 2005, between The United Illuminating Company, a Connecticut Corporation (the “Company”) and Richard J. Nicholas (the “Executive”),

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 11th, 2005 • Uil Holdings Corp • Electric services

THIS AMENDMENT ( the “Amendment”) is made as of the first day of March, 2005, between UIL Holdings Corporation, a Connecticut Corporation (the “Company”) and Deborah C. Hoffman (the “Executive”),

SECOND AMENDMENT TO PHANTOM STOCK OPTION AGREEMENT BETWEEN THE UNITED ILLUMINATING COMPANY AND NATHANIEL D. WOODSON
Phantom Stock Option Agreement • July 11th, 2005 • Uil Holdings Corp • Electric services

WHEREAS, The United Illuminating Company (“the Company”) and Nathaniel D. Woodson(“ Executive”) desire to amend The United Illuminating Company Phantom Stock Option Agreement dated February 23, 1998, as previously amended by a First Amendment thereto dated as of July 20, 2000 (the “Phantom Option Agreement”), subject to shareholder approval, to provide that the phantom stock options provided for in said Agreement will be settled only in actual shares of stock of UIL Holdings Corporation rather than cash, in order (i) to avoid variable accounting and (ii) the possibility that such options will be treated as deferred compensation subject to Section 409A of the Internal Revenue Code;

FIRST AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT BETWEEN UIL HOLDINGS CORPORATION AND NATHANIEL D. WOODSON
Employment Agreement • July 11th, 2005 • Uil Holdings Corp • Electric services

WHEREAS, UIL Holdings Corporation (“the Company”) and Nathaniel D. Woodson (“Executive”) desire to amend the restated employment agreement between the Company and Mr. Woodson dated as of November 8, 2004 (the “Employment Agreement”), subject to shareholder approval, to provide that the phantom stock options provided for in said Agreement will be settled only in actual shares of stock of UIL Holdings Corporation rather than cash in order (i) to avoid variable accounting and (ii) the possibility that such options will be treated as deferred compensation subject to Section 409A of the Internal Revenue Code;

UIL HOLDINGS CORPORATION PERFORMANCE SHARE AGREEMENT FOR TSR PERFORMANCE SHARES
Award Agreement • July 11th, 2005 • Uil Holdings Corp • Electric services • Connecticut

THIS AWARD AGREEMENT (the “Award Agreement”), made as of March 28, 2005, by and between UIL HOLDINGS CORPORATION, a Connecticut corporation, having its principal place of business in New Haven, Connecticut (the “Company” or "UIL"), and Richard J. Nicholas (the “Executive”).

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