Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Code Section 409A Compliance. This The intent of the parties is that payments under this Agreement is intended to either be exempt from or comply with Code Section 409A of and the Internal Revenue Code of 1986Treasury Regulations and guidance promulgated thereunder and, as amended (Section 409A) or an exemption thereunder and accordingly, to the maximum extent permitted, this Agreement shall be construed and administered interpreted to be in accordance with Section 409A. compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A comply with, or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of are exempt from, Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.

Code Section 409A Compliance. This The Board intends that any Inducement Awards under the Inducement Award Agreement is shall be administered, interpreted, and construed in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot be so administered, interpreted, or construed). If the Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Inducement Award Agreement would, if undertaken, cause the Grantee to become subject to additional taxes pursuant to Section 409A) , unless the Committee expressly determines otherwise, such grant of Inducement Award, payment, distribution, deferral election, transaction or an exemption thereunder other action or arrangement shall not be undertaken and shall the related provisions of the Inducement Award Agreement and/or Inducement Award Agreement will be construed and administered amended or deemed modified in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in as close a manner that complies as possible to give effect to the original terms of the Inducement Award, or, only if necessary because a modification or deemed modification would not be reasonably effective in avoiding the additional income tax under Section 409A(a)(1)(B) of the Code, rescinded in order to comply with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from the requirements of Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that determined by the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken Committee without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject or notice to the requirements of section 409A of the CodeGrantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Company makes no representations or warranty that Committee to be exempt from the payments and benefits provided under this Agreement comply with requirements of Section 409A and which is to be paid out when vested, such payment shall be made as soon as administratively feasible after the Inducement Award becomes vested, but in no event shall such payment be made later than 2-1/2 months after the Company be liable for all or any portion end of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account calendar year in which the Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the exemption provisions of non-compliance with Section 409A.

Code Section 409A Compliance. This The intent of the parties is that payments and benefits under this Agreement is intended to comply with with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreementand, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A accordingly, to the maximum extent possiblepermitted, this Agreement shall be interpreted to be in compliance therewith; provided, that the Corporation does not guarantee to Employee any particular tax treatment with respect to this Agreement and any payments hereunder. In no event whatsoever shall the Corporation be liable for any additional tax, interest, or penalties that may be imposed on Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. For purposes of Code Section 409A, each Employee’s right to receive any installment payment provided under payments pursuant to this Agreement shall be treated as a right to receive a series of separate paymentand distinct payments. Any payments Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Corporation. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement upon that is considered nonqualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a termination of employment limit related to the period the arrangement is in effect; and (iii) such payments shall only be made upon a "separation from service" under Section 409A. The parties intend that on or before the provisions last day of this Agreement will operate Employee’s taxable year following the taxable year in a manner that will avoid adverse federal income tax consequences under section 409A of which the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.expense was incurred.

Code Section 409A Compliance. This The Plan and the Awards made under the Plan are intended to be: (a) “stock rights” exempt from Section 409A of the Code (“Section 409A”) pursuant to Treasury Regulations § 1.409A-1(b)(5); (b) “short-term deferrals” exempt from Section 409A; or (c) payments which are deferred compensation and paid in compliance with Section 409A, and the Plan and this Agreement shall be interpreted and administered accordingly. Any adjustments of Awards intended to be “stock rights” exempt from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(5) shall be conducted in a manner so as not to constitute a grant of a new stock right or a change in the time and form of payment pursuant to Treasury Regulations §1.409A-1(b)(5)(v). In the event an Award is intended not exempt from Section 409A: (x) payment pursuant to the relevant Agreement shall be made only on a permissible payment event or at a specified time in compliance with Section 409A; (y) no accelerated payment shall be made pursuant to Section 10.1(b) unless the Board Change, Approved Transaction or Control Purchase constitutes a “change in control event” under Treasury Regulations §1.409A-3(i)(5) or otherwise constitutes a permissible payment event under Section 409A; and (z) no amendment or modification of such Award may be made except in compliance with the anti-deferral and anti-acceleration provisions of Section 409A. No deferrals of compensation otherwise payable under the Plan or any Award shall be allowed, whether at the discretion of the Company or the Holder, except in a manner consistent with the requirements of Section 409A. If the Grantee is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Grantee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of: (1) the first business day following the expiration of six months from the Grantee’s separation from service; (2) the date of the Grantee’s death or (3) such earlier date as complies with the requirements of Code Section 409A. If any provision of this Agreement would result in the imposition of an excise tax under Section 409A or the related regulations and Treasury pronouncements, that provision will be reformed to avoid imposition of the excise tax. The Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of Section 409A and related regulations and Treasury pronouncements. No action taken to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of deemed to impair a benefit under this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A..

Code Section 409A Compliance. This Agreement is intended to comply with Section 409A (i) The intent of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner parties is that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided benefit under this Agreement comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in no event shall compliance therewith. If the Executive provides the Company be liable for all with documentation from Executive’s tax counsel of a national reputation with expertise in Section 409A that any provision of this Agreement (or any portion award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A (with specificity as to the reason therefore) or the Company independently makes such determination, the Company and the Executive agree to work in good faith to reform such provision (to the extent permitted under Section 409A) to the minimum extent reasonably necessary to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. Notwithstanding anything contained herein to the contrary, the Company shall not (i) be obligated to modify or amend this Agreement in any manner to the extent that such modification or amendment would (a) increase the Company’s obligations hereunder, (b) increase any amounts owed by the Company hereunder or (c) otherwise accelerate the timing of payments owed by the Company hereunder or (ii) be responsible for the failure of this Agreement to comply with, or be exempt from, Section 409A, or for any taxes, penalties, penalties or interest or other expenses that may be incurred by the Executive on account of non-compliance with under Section 409A.

Code Section 409A Compliance. This Deferrals, whether elective or mandatory under the terms of this Agreement is intended to (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemptionthe “Code”). Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the Other provisions of this Agreement will operate in a manner that will avoid adverse notwithstanding, under U.S. federal income tax consequences under section 409A laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Code. If Termination constitutes a payment under this Agreement to “separation from service” within the Executive is subject to meaning of Code Section 409A(a)(2)(A)(i) and, if at the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as time of such Termination Date, the Executive separation from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such amounts are distribution in settlement of Units will occur at the date six months after Termination of Employment; (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if the Change in Control constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v);and (iii) any rights of Employee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be “deferred compensation” in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to the requirements of section 409A of the Code. Notwithstanding the foregoingany penalty under Code Section 409A. In this regard, the Company makes shall have no representations or warranty retained discretion to accelerate the settlement of the Units beyond that the payments and benefits provided permitted under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or without triggering any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.tax penalty.

Code Section 409A Compliance. This Agreement The Company and you each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are either exempt from or intended to comply be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations relating thereto (“Section 409A”) or an exemption thereunder and shall that each party’s tax reporting will be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and completed in a manner consistent with such view. The Company and you each agree that complies with upon the Retirement Date, you will experience a “separation from service” for purposes of Section 409A or an applicable exemption. 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a qualify for the “short-term deferral shall be excluded from deferral” exception or another exception under Section 409A to will be paid under the maximum extent possibleapplicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A409A of the Code, each installment payment provided of compensation under this Agreement shall will be treated as a separate paymentpayment of compensation. Any payments Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, consulting and noncompetition fee amounts in Section 4.1(d) that would otherwise be made payable pursuant to this Agreement on account of separation from service during the six-month period immediately following the Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement upon a termination of employment shall only will be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate or provided in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to accordance with the requirements of section Section 409A of the Code, including, where applicable, the Executive hereby acknowledges requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and agrees that (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company may take nor its affiliates will be liable in any actions deemed necessary in its sole discretion to avoid adverse federal manner for any federal, state or local income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, or excise taxes (including but not limited to, delaying the commencement of to any payment taxes under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. Notwithstanding the foregoing, You acknowledge and agree that the Company makes no representations will not be responsible for any additional taxes or warranty that penalties resulting from the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion application of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Code Section 409A Compliance. This The parties hereto recognize that certain provisions of this Agreement is intended to comply with may be affected by Section 409A of the Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of 1986interest or any additional tax under Section 409A. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the previous provisions of this Section (12)(j)) would result in the Executive’s being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly understood that at any time the Company (or any related employer treated with the Company as amended (the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in amount or benefit constituting a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments compensation is to be made under this Agreement upon a termination pursuant to the terms of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive on account of a Separation from Service (as defined under the UIL CIC Plan II) at a time when the Executive is subject a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such deferred compensation shall not be paid to the requirements of section 409A of Executive prior to the Code, the Executive hereby acknowledges and agrees date that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s Termination Date if Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice 2007-86 and other Code Section 409A transition relief, and it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to shall be “deferred compensation” subject to the requirements of section 409A interpreted accordingly. All of the Codeother terms and conditions of the Agreement shall remain in full force and effect. Notwithstanding the foregoingUIL HOLDINGS CORPORATION Attest: By /s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxxx Chair, the Company makes no representations or warranty that the payments Compensation and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion Executive Development Committee Board of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.Directors UIL Holdings Corporation /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx

Code Section 409A Compliance. This Deferrals, whether elective or mandatory under the terms of this Agreement is intended to (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemptionthe ‘‘Code’’). Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the Other provisions of this Agreement will operate in a manner that will avoid adverse notwithstanding, under U.S. federal income tax consequences laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a ‘‘separation from service’’ within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a ‘‘specified employee’’ under section Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will be subject to the six-month delay rule as specified in the Company’s document titled ‘‘Compliance Rules Under Section 409A of the Code. If Internal Revenue Code (Including Global Amendment to Certain Outstanding Restricted Stock Units)’’ (the ‘‘Compliance Rules’’); (ii) any Units deemed to constitute a payment deferral of compensation under this Agreement Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if the Change in Control constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v), as specified in the ‘‘Change in Control Rule’’ in the Compliance Rules; and (iii) any rights of Employee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees extent necessary so that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may Employee will not be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to any penalty under Code Section 409A, to the requirements of section 409A of the Code. Notwithstanding the foregoingextent permitted under 409A. In this regard, the Company makes shall have no representations or warranty retained discretion to accelerate the settlement of the Units beyond that the payments and benefits provided permitted under this Agreement comply with Code Section 409A and without triggering any tax penalty. This Award shall be subject to applicable provisions of the Compliance Rules in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.respects.

Code Section 409A Compliance. This Agreement is intended to comply with Section 409A The intent of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner parties is that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with IRC Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under IRC Section 409A (or is intended to qualify for an exemption under IRC Section 409A) and such payment or benefit is payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with IRC Section 409A and corresponding Treasury regulations. Additionally, to the extent that any reimbursements under this Agreement are subject to the provisions of IRC Section 409A , any such reimbursements payable to Executive will be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with IRC Section 409A or fails to satisfy an intended exemption from IRC Section 409A. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on Executive by the Executive on account of non-compliance with IRC Section 409A.

Code Section 409A Compliance. This The intent of the parties to this Agreement is intended to that payments and benefits paid or provided hereunder be exempt from or comply with Section 409A of the Internal Revenue Code of 1986Code, as amended and the regulations and guidance promulgated thereunder (together, “Section 409A”) or an exemption thereunder and that this Agreement shall be construed interpreted and administered in accordance with Section 409A. such intention. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A anything herein to the maximum extent possible. For purposes contrary, if at the time of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a Executive's termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Codewith Company, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such amounts are deemed termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the commencement of such payments or benefits hereunder shall be “deferred compensation” subject delayed until the date that is six (6) months and one day following Executive’s termination of employment with Company; provided that, to the extent necessary to comply with the requirements of section IRS Notice 2016-6, in no event shall a payment described in this sentence be paid prior to the date which is eighteen (18) months and one day following [IN- SERT DATE OF AMENDMENT]. For purposes of any payments and benefits which are (i) subject to Section 409A and (ii) payable due to a termination of Executive's employment, Executive shall not be considered to have terminated employment with Company until Executive incurs a “separation from service” from Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding To the foregoingextent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Company makes no representations or warranty that the payments and benefits provided amounts reimbursable to Executive under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the paid to Executive on account or before the last day of nonthe year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-compliance with Section 409A.kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

Code Section 409A Compliance. This The parties hereto recognize that certain provisions of this Agreement is intended may be affected by Section 409A of the Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the Internal Revenue previous provisions of this Section (12)G)) would result in the Executive's being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly understood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Code of 1986, as amended (Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in amount or benefit constituting a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments compensation is to be made under this Agreement upon a termination pursuant to the terms of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive on account of a Separation from Service (as defined herein) at a time when the Executive is subject a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such deferred compensation shall not be paid to the requirements of section 409A of Executive prior to the Code, the Executive hereby acknowledges and agrees date that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code's Separation from Service. Notwithstanding the foregoing, the Company makes no representations or warranty The parties hereto intend that the payments Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice2007-86 and benefits provided under this Agreement comply with other Code Section 409A transition relief, and in no event it shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.interpreted accordingly.

Code Section 409A Compliance. This Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986provided under Treasury Regulation Sections 1.409A-1(b)(4), as amended (Section 409A1.409A-1(b)(5) or an exemption thereunder and shall 1.409A-1(b)(9) and this Agreement will be construed and administered in accordance to the greatest extent possible as consistent with Section 409A. Notwithstanding any other provision of this Agreementthose provisions. To the extent not so exempt, payments provided under this Agreement may only (and any definitions hereunder) will be made upon an event and construed in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleand incorporates by reference all required definitions and payment terms. For purposes of Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payment provided payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments to be made upon Executive’s Separation From Service set forth herein and/or under this Agreement upon a termination of employment shall only be made upon a "separation from service" any other agreement with the Company constitute “deferred compensation” under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the and Executive is subject to the requirements of section 409A of the Codeis, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the on Executive’s Termination Date if it is determined that as of such Termination DateSeparation From Service, the Executive is a “specified employee” and of the Company or any successor entity thereto, as such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). Notwithstanding On the foregoingSpecified Employee Initial Payment Date, the Company makes no representations (or warranty that the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits provided in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement comply will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.4 “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with Section 409A the Company’s normal payroll practices and in no event shall the Company interest will be liable for all or due on any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.amounts so deferred.

Code Section 409A Compliance. This The parties hereto recognize that certain provisions of this Agreement is intended to comply with may be affected by Section 409A of the Internal Revenue Code of 1986and guidance issued thereunder, and agree to amend this Agreement, or take such other action as amended (Section 409A) may be necessary or an exemption thereunder and shall be construed and administered in accordance advisable, to comply with Section 409A. Notwithstanding any other provision of this Agreement, It is intended that all payments provided under this Agreement may only be made upon an event and in a manner that complies hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of interest or an applicable exemptionany additional tax under Section 409A. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. Any payments In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the previous provisions of this Section (10)(k) would result in the Executive’s being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement that may in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the maximum extent possible. For contrary, it is expressly understood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Section 409A) is publicly traded on an established securities market (as defined for purposes of Section 409A), each installment if a payment provided or provision of an amount or benefit constituting a deferral of compensation is to be made pursuant to the terms of this Agreement to the Executive on account of a Separation from Service at a time when the Executive is a Specified Employee (as defined for purposes of Section 409A(a)(2)(B)(i)), such deferred compensation shall not be paid to the Executive prior to the date that is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s Separation from Service or, if earlier, the Executive’s estate or personal representative upon his death. Each payment made in a series of payments under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements a separate payment for purposes of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Code Section 409A Compliance. This The arrangements under this Agreement is are not intended to comply with create "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (Section 409Athe "Code") and any rulings or an exemption thereunder regulations thereunder, including IRS Notice 2005-1, and all provisions of this Agreement shall be construed and administered interpreted consistently with such intent. In the event that any amounts payable under this Agreement that would otherwise be considered deferred compensation pursuant to Section 409A of the Code (or any applicable regulations or guidance promulgated by the Secretary of the Treasury in accordance with Section 409A. Notwithstanding any other provision connection therewith) are paid within six (6) months following the date of this Agreementtermination of employment, payments such amounts shall be paid at the earlier of the time otherwise provided under this Agreement may only be made upon an event and in a manner or the time that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded will prevent such amounts from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" being considered deferred compensation under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under Solely to the extent, if any, that this Agreement constitutes the grant of an additional benefit under the Agreement that consists solely of a deferral of additional compensation not otherwise provided under the Agreement as of October 3, 2004, it is intended that any such additional benefit be treated as a material modification of the Agreement only as to such additional deferral of compensation as provided in Q&A-18 of IRS Notice 2005-1. Further, in the Executive event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement that could cause such provision to result in an obligation to pay deferred compensation subject to Section 409A of the requirements Code, such ambiguity shall be interpreted and resolved in the manner that the Company deems necessary to either avoid the obligation to pay deferred compensation within the meaning of section Section 409A of the Code or to comply with timing and payment provisions of Section 409A of the Code, and (b) the Company determines, in good faith, that any amendment to this Agreement is necessary or appropriate in order to comply with timing and payment provisions of Section 409A of the Code or to avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code, the Executive hereby acknowledges and agrees that Company shall have the Company may take any actions deemed necessary right to make such amendment, on a prospective or retroactive basis, in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.discretion.

Code Section 409A Compliance. This The parties hereto recognize that certain provisions of this Agreement is intended to comply with may be affected by Section 409A of the Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of 1986interest or any additional tax under Section 409A. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the previous provisions of this Section (12)(j)) would result in the Executive’s being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly understood that at any time the Company (or any related employer treated with the Company as amended (the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in amount or benefit constituting a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments compensation is to be made under this Agreement upon a termination pursuant to the terms of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive on account of a Separation from Service (as defined under the UIL CIC Plan II) at a time when the Executive is subject a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such deferred compensation shall not be paid to the requirements of section 409A of Executive prior to the Code, the Executive hereby acknowledges and agrees date that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s Termination Date if Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice 2007-86 and other Code Section 409A transition relief, and it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to shall be “deferred compensation” subject to the requirements of section 409A interpreted accordingly. All of the Codeother terms and conditions of the Agreement shall remain in full force and effect. Notwithstanding the foregoingTHE UNITED ILLUMINATING COMPANY Attest: /s/ Xxxxx Xxxxx By /s/ X.X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx UIL Holdings Corporation, the Company makes no representations or warranty that the payments President and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxesChief Executive Officer The United Illuminating Company, penalties, interest or other expenses that may be incurred by the Chief Executive on account of non-compliance with Section 409A.Officer /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx

Code Section 409A Compliance. This It is Company’s intent that amounts paid under this Agreement is intended to shall comply with Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations promulgated thereunder (“Code Section 409A”) or qualify for an exemption thereunder and exception to Code Section 409A because the amounts paid under this Plan are structured to comply with exceptions to Code Section 409A. This Agreement shall be construed interpreted, operated and administered in accordance a manner consistent with these intentions, and payment shall be made in a manner consistent with Code Section 409A. Notwithstanding any other provision of this Agreement, 409A and its applicable exceptions. No payments provided to be made under this Agreement may be accelerated or deferred except as specifically permitted under Code Section 409A. To the extent that any regulations or other guidance issued under Code Section 409A would result in Employee being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest. All payments to be made upon a termination of employment under this Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary “separation from service or as a short-term deferral shall be excluded from service” under Code Section 409A to the maximum extent possible. For purposes 409A. Each payment of Section 409A, each installment payment provided compensation under this Agreement shall be treated as a separate payment. Any payment of _/s/BWS/DS_ Initials compensation under Code Section 409A. Accordingly, those payments to be made under this Agreement upon that when aggregated together exceed the lesser of two times (a) Employee’s annual compensation in the year preceding the year of the Termination Date or (b) the annual compensation limit prescribed by Code Section 401(a)(17) shall not commence until the first payroll date that occurs after the date that is 6 months after the Termination Date. In no event may Employee, directly or indirectly, designate the calendar year of a termination of employment payment and where payment may occur in one year or the next, it shall only be made upon a "separation from service" under Section 409A. The parties intend that in the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.second year.

Code Section 409A Compliance. This Agreement is intended to comply with be drafted in a manner such that no amount or other benefit provided under this Agreement becomes subject to (a) gross income inclusion under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder (b) interest and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided additional tax under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption(collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Any payments under this provisions of the Agreement that may be excluded from are subject to Section 409A either as separation pay due are intended to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes comply with all applicable requirements of Section 409A, each installment payment provided under this Agreement or an exemption from the application of Section 409A, and shall be treated as a separate paymentinterpreted and administered accordingly. Any payments to be made under this Agreement upon a termination Notwithstanding any provision of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is contrary, if any benefit provided hereunder would be subject to Section 409A Penalties because the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as timing of such Termination Date, the Executive benefit is not delayed as required by Section 409A for a “specified employee” (as defined under Section 409A), then if Grantee is on the applicable date a specified employee, any such benefit that Grantee would otherwise be entitled to receive during the first six months following Grantee’s “separation from service” (as defined under Section 409A) shall be accumulated and paid, within ten (10) days after the date that is six months following Grantee’s date of “separation from service”, or such amounts are deemed to earlier date upon which such benefit can be “deferred compensation” provided under Section 409A without being subject to the requirements of section Section 409A of the CodePenalties such as, for example, upon Grantee’s death. Notwithstanding the foregoing, In no event whatsoever shall the Company makes no representations or warranty any of its affiliates be liable to the Participant or any party for any additional tax, interest or penalties that the payments and benefits provided under this Agreement may be imposed on Participant or any other person by Section 409A or any damages for failing to comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Code Section 409A Compliance. This Agreement is intended For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to comply with a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder (“Section 409A) or an exemption thereunder and shall ”). The Parties intend that this Agreement, to the extent possible, will be construed and administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a manner so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A so as to avoid imposition of any additional tax to Executive under Section 409A. Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to the Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any other provision of this Agreement, payments provided under this Agreement may only in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified Executive” under Section 409A, then such payment shall not be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded commence until the earlier of (i) the expiration of the 6-month period measured from Section 409A either as separation pay due to an involuntary Executive’s separation from service from Company or as (ii) the date of Executive’s death following such a short-term separation from service; provided, however, that such deferral shall only be excluded from Section 409A effected to the maximum extent possiblerequired to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. For purposes of Section 409A, each installment The first payment provided under this Agreement shall be treated as thereof will include a separate payment. Any payments to be made under this Agreement upon a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that and the provisions first payment date but for the application of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A provision, and the balance of the Codeinstallments (if any) will be payable in accordance with their original schedule. If a payment under this Agreement Except as otherwise expressly provided herein, to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.extent any

Code Section 409A Compliance. This Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986provided under Treasury Regulation Sections 1.409A-1(b)(4), as amended (Section 409A1.409A-1(b)(5) or an exemption thereunder and shall 1.409A-1(b)(9) and this Agreement will be construed and administered in accordance to the greatest extent possible as consistent with Section 409A. Notwithstanding any other provision of this Agreementthose provisions. To the extent not so exempt, payments provided under this Agreement may only (and any definitions hereunder) will be made upon an event and construed in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleand incorporates by reference all required definitions and payment terms. For purposes of Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payment provided payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments to be made upon Executive’s Separation From Service set forth herein and/or under this Agreement upon a termination of employment shall only be made upon a "separation from service" any other agreement with the Company constitute “deferred compensation” under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the and Executive is subject to the requirements of section 409A of the Codeis, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the on Executive’s Termination Date if it is determined that as of such Termination DateSeparation From Service, the Executive is a “specified employee” and of the Company or any successor entity thereto, as such amounts are deemed to be “deferred compensation” subject to the requirements of section 409A term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). Notwithstanding On the foregoingSpecified Employee Initial Payment Date, the Company makes no representations (or warranty that the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits provided in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement comply will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.3 “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with Section 409A the Company’s normal payroll practices and in no event shall the Company interest will be liable for all or due on any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.amounts so deferred.

Code Section 409A Compliance. This Agreement The Company and you each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are either exempt from or intended to comply be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations relating thereto (“Section 409A”) or an exemption thereunder and shall that each party’s tax reporting will be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and completed in a manner consistent with such view. The Company and you each agree that complies with upon the Resignation Date, you will experience a “separation from service” for purposes of Section 409A or an applicable exemption. 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a qualify for the “short-term deferral shall be excluded from deferral” exception or another exception under Section 409A to will be paid under the maximum extent possibleapplicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A409A of the Code, each installment payment provided of compensation under this Agreement shall will be treated as a separate paymentpayment of compensation. Any payments Notwithstanding anything to be made the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement upon a termination of employment shall only will be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate or provided in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to accordance with the requirements of section Section 409A of the Code, including, where applicable, the Executive hereby acknowledges requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and agrees that (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company may take nor its affiliates will be liable in any actions deemed necessary in its sole discretion to avoid adverse federal manner for any federal, state or local income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, or excise taxes (including but not limited to, delaying the commencement of to any payment taxes under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. Notwithstanding the foregoing, You acknowledge and agree that the Company makes no representations will not be responsible for any additional taxes or warranty that penalties resulting from the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion application of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Code Section 409A Compliance. This Deferrals, whether elective or mandatory under the terms of this Agreement is intended to (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemptionthe “Code”). Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the Other provisions of this Agreement will operate in a manner that will avoid adverse notwithstanding, under U.S. federal income tax consequences under section 409A laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Code. If Termination constitutes a payment under this Agreement to “separation from service” within the Executive is subject to meaning of Code Section 409A(a)(2)(A)(i) and, if at the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as time of such Termination Date, the Executive separation from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such amounts are distribution in settlement of Units will occur at the date six months after Termination of Employment; (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if there occurs a transaction relating to the Change in Control that constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v), with the settlement in such case to be triggered by the occurrence of such transaction; and (iii) any rights of Employee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be “deferred compensation” in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to the requirements of section 409A of the Code. Notwithstanding the foregoingany penalty under Code Section 409A. In this regard, the Company makes shall have no representations or warranty retained discretion to accelerate the settlement of the Units beyond that the payments and benefits provided permitted under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or without triggering any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.tax penalty.

Code Section 409A Compliance. This Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986provided under Treasury Regulation Sections 1.409A-1(b)(4), as amended (Section 409A1.409A-1(b)(5) or an exemption thereunder and shall 1.409A-1(b)(9) and this Agreement will be construed and administered in accordance to the greatest extent possible as consistent with Section 409A. Notwithstanding any other provision of this Agreementthose provisions. To the extent not so exempt, payments provided under this Agreement may only (and any definitions hereunder) will be made upon an event and construed in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleand incorporates by reference all required definitions and payment terms. For purposes of Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payment provided payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is, on Executive’s Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of Exhibit 10.4 the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive’s Separation From Service shall be made delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement upon a termination of employment shall only will commence or otherwise be made upon a "separation from service" under Section 409A. The parties intend that delivered prior to the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A effective date of the CodeRelease. If a payment under this Agreement Except to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees minimum extent that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may payments must be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the delayed because Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to (as described above) or until the requirements of section 409A effectiveness of the Code. Notwithstanding Release, all amounts will be paid as soon as practicable in accordance with the foregoing, the Company makes Company’s normal payroll practices and no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company interest will be liable for all or due on any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.amounts so deferred.

Code Section 409A Compliance. This Separation Agreement is intended to comply with with, or be exempt from, to the extent applicable, Section 409A of the U.S. Internal Revenue Code of 1986, as amended amended, and the rules and regulations promulgated thereunder (“Code Section 409A) ”), and the parties hereto agree to interpret this Separation Agreement in the least restrictive manner necessary to comply therewith or an exemption thereunder be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent possible, any severance owed under this Separation Agreement shall be construed and administered in accordance with to fit within the “short-term deferral rule” under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Separation Agreement to the Executive is subject to the requirements of section 409A of the Codecontrary, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Separation Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Separation Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service (except as provided in clause (ii)(B) of this Section 6.14) and (ii) shall instead be paid to the Executive in a lump-sum payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then any amounts payable hereunder and which are deemed subject to Code Section 409A shall not be paid or commence until the Executive has experienced a “separation from service” within the meaning of Code Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year immediately following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, no member of the Company Group or any of their respective affiliates shall have any liability to the Executive or to any other Person if this Separation Agreement is not exempt from or compliant with Code Section 409A, or if the payments and/or benefits provided in this Separation Agreement that are intended to be exempt from or compliant with Code Section 409A are not so exempt or compliant. Each payment payable under this Separation Agreement shall be treated as a separate payment in a series of payments within the meaning of, and for purposes of, Code Section 409A. Notwithstanding the foregoing or anything contained in this Separation Agreement to the contrary, if payment of any amounts set forth in this Separation Agreement (other than the Accrued Benefits) are treated as “non-qualified deferred compensation” subject to under Code Section 409A, then if such payments or benefits could commence in more than one taxable year depending on when the requirements Release is executed (regardless of section 409A of when the Code. Notwithstanding the foregoingRelease is actually executed), the Company makes no representations or warranty that the then such payments and benefits provided under that otherwise would have been payable in the calendar year in which the Separation Date occurs shall be withheld and instead shall be payable on the first payroll date in the calendar year immediately following the calendar year in which the Separation Date occurs (with all remaining payments to be made as if no such delay had occurred). For purposes of Section 3 of this Agreement comply Separation Agreement, the Separation Date shall be interpreted to mean the date on which Executive incurs a “separation from service” with Section 409A and in no event shall the Company be liable for all or any portion (within the meaning of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Code Section 409A.409A). Exhibit 10.1

Code Section 409A Compliance. This Agreement The Company and you each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are either exempt from or intended to comply be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations relating thereto (“Section 409A”) or an exemption thereunder and shall that each party’s tax reporting will be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and completed in a manner consistent with such view. The Company and you each agree that complies with upon the Retirement Date, you will experience a “separation from service” for purposes of Section 409A or an applicable exemption. 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a qualify for the “short-term deferral shall be excluded from deferral” exception or another exception under Section 409A to will be paid under the maximum extent possibleapplicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A409A of the Code, each installment payment provided of compensation under this Agreement shall will be treated as a separate paymentpayment of compensation. Any payments Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, fee amounts in Section 4.1 that constitute nonqualified deferred compensation and would otherwise be made payable pursuant to this Agreement on account of separation from service during the six-month period immediately following the Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in- 8 kind benefits provided under this Agreement upon a termination of employment shall only will be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate or provided in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to accordance with the requirements of section Section 409A of the Code, including, where applicable, the Executive hereby acknowledges requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and agrees that (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company may take nor its affiliates will be liable in any actions deemed necessary in its sole discretion to avoid adverse federal manner for any federal, state or local income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, or excise taxes (including but not limited to, delaying the commencement of to any payment taxes under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to the requirements of section Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. Notwithstanding the foregoing, You acknowledge and agree that the Company makes no representations will not be responsible for any additional taxes or warranty that penalties resulting from the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion application of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Code Section 409A Compliance. This The parties hereto recognize that certain provisions of this Agreement is intended to comply with may be affected by Section 409A of the Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the regulations promulgated thereunder so as to not subject the Executive to payment of 1986interest or any additional tax under Section 409A. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the • payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the previous provisions of this Section (12)(j)) would result in the Executive's being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it is expressly understood that at any time the Company (or any related employer treated with the Company as amended (the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in amount or benefit constituting a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments compensation is to be made under this Agreement upon a termination pursuant to the terms of employment shall only be made upon a "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive on account of a Separation from Service (as defined under the UIL CIC Plan II) at a time when the Executive is subject a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such deferred compensation shall not be paid to the requirements of section 409A of Executive prior to the Code, the Executive hereby acknowledges and agrees date that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s Termination Date if 's Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice 2007-86 and other Code Section 409A transition relief, and it is determined that as of such Termination Date, the Executive is a “specified employee” and such amounts are deemed to shall be “deferred compensation” subject to the requirements of section 409A interpreted accordingly. All of the Codeother terms and conditions of the Agreement shall remain in full force and effect. Notwithstanding the foregoingTHE UNITED ILLUMINATING COMPANY Attest: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxxxxxxx Vice President Total Rewards UIL Holdings Corporation, the President and Chief Executive Officer The United Illuminating Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Chief Executive on account of non-compliance with Section 409A.Officer By: /s/Xxxxxxx Xxxxxx III Xxxxxxx Xxxxxx III

Code Section 409A Compliance. This Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986provided under Treasury Regulation Sections 1.409A-1(b)(4), as amended (Section 409A1.409A-1(b)(5) or an exemption thereunder and shall 1.409A-1(b)(9) and this Agreement will be construed and administered in accordance to the greatest extent possible as consistent with Section 409A. Notwithstanding any other provision of this Agreementthose provisions. To the extent not so exempt, payments provided under this Agreement may only (and any definitions hereunder) will be made upon an event and construed in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleand incorporates by reference all required definitions and payment terms. For purposes of Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payment provided payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments to be made upon Executive’s Separation From Service set forth herein and/or under this Agreement upon a termination of employment shall only be made upon a "separation from service" any other agreement with the Company constitute “deferred compensation” under Section 409A. The parties intend that the provisions of this Agreement will operate in 409A and Executive is, on Executive’s Separation From Service, a manner that will avoid adverse federal income tax consequences under section 409A “specified employee” of the Code. If a payment under this Agreement to the Executive Company or any successor entity thereto, as such term is subject to the requirements of section 409A defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, to the Executive hereby acknowledges and agrees that the Company may take any actions deemed extent necessary in its sole discretion to avoid the incurrence of the adverse federal income personal tax consequences under section 409A Section 409A, the timing of the Code payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and that one day after Executive’s Separation From Service or (b) the date of Executive’s death (such action may be taken without applicable date, the consent “Specified Employee Initial Payment Date”). On the Exhibit 10.5 Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive, including, but not limited to, delaying ’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of any the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement for six (6) months from will commence or otherwise be delivered prior to the Executive’s Termination Date if it is determined effective date of the Release. Except to the minimum extent that as of such Termination Date, the payments must be delayed because Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to (as described above) or until the requirements of section 409A effectiveness of the Code. Notwithstanding Release, all amounts will be paid as soon as practicable in accordance with the foregoing, the Company makes Company’s normal payroll practices and no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company interest will be liable for all or due on any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.amounts so deferred.

Code Section 409A Compliance. This Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to comply with the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986provided under Treasury Regulation Sections 1.409A-1(b)(4), as amended (Section 409A1.409A-1(b)(5) or an exemption thereunder and shall 1.409A-1(b)(9) and this Agreement will be construed and administered in accordance to the greatest extent possible as consistent with Section 409A. Notwithstanding any other provision of this Agreementthose provisions. To the extent not so exempt, payments provided under this Agreement may only (and any definitions hereunder) will be made upon an event and construed in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleand incorporates by reference all required definitions and payment terms. For purposes of Section 409A409A (including, each without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payment provided payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments to be made upon Executive’s Separation From Service set forth herein and/or under this Agreement upon a termination of employment shall only be made upon a "separation from service" any other agreement with the Company constitute “deferred compensation” under Section 409A. The parties intend that the provisions of this Agreement will operate in 409A and Executive is, on Executive’s Separation From Service, a manner that will avoid adverse federal income tax consequences under section 409A “specified employee” of the Code. If a payment under this Agreement to the Executive Company or any successor entity thereto, as such term is subject to the requirements of section 409A defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, to the Executive hereby acknowledges and agrees that the Company may take any actions deemed extent necessary in its sole discretion to avoid the incurrence of the adverse federal income personal tax consequences under section 409A Section 409A, the timing of the Code payments upon Executive’s Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and that one day after Executive’s Separation From Service or (b) the date of Executive’s death (such action may be taken without applicable date, the consent “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive, including, but not limited to, delaying ’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of any the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement for six (6) months from will commence or otherwise be delivered prior to the Executive’s Termination Date if it is determined effective date of the Release. Except to the minimum extent that as of such Termination Date, the payments must be delayed because Executive is a “specified employee” and such amounts are deemed to be “deferred compensation” subject to (as described above) or until the requirements of section 409A effectiveness of the CodeRelease, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices and no interest will be due on any amounts so deferred. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.EXHIBIT 10.63