UIL Holdings (UIL)

Introduction

At the Annual Meeting, shareowners will be asked to approve the 2008 Stock and Incentive Compensation Plan (the “2008 Plan”), which was approved by the Board of Directors on March 24, 2008, upon the recommendation of its Compensation and Executive Development Committee (“CEDC”). The 2008 Plan is designed to enable UIL Holdings to:

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The Board and the CEDC believe that awards linked to common stock and awards with terms tied to UIL Holdings’ performance can provide incentives for the achievement of important performance objectives and promote the Company’s long-term success. Therefore, they view the 2008 Plan as a key element of the Company’s overall compensation program.

The 2008 Plan, if approved by shareowners, would replace the UIL Holdings Corporation 1999 Amended and Restated Stock Plan (the “1999 Plan”). Tax regulations would have required that, in 2008, the Company obtain shareowner approval of the performance goals incorporated into the 1999 Plan in order that future grants of performance-based awards could qualify under Section 162(m) of the Internal Revenue Code (the “Code”). In view of the significant changes in accounting rules, tax laws and other regulations since the 1999 Plan was last approved in 2003, and given the need to again obtain shareowner approval relating to the 1999 Plan in any event, the Board and the CEDC agreed with the recommendation of compensation consultants to replace the 1999 Plan with a new plan that, like the 1999 Plan, provides broadly for equity and incentive awards but contains updated compliance provisions. The Company is seeking approval for shares in addition to the number remaining available under the 1999 Plan so that the 2008 Plan can meet the Company’s needs for approximately five years.

Information on the total number of shares available under the Company’s existing equity compensation plans and subject to outstanding options as of the end of the last fiscal year is presented under the caption, “EQUITY COMPENSATION PLAN INFORMATION” in Part II, Item 5 of UIL Holdings’ Annual Report on Form 10-K filed with the SEC on February 20, 2008. Based on our equity award plans in effect and outstanding awards at March 24, 2008, if shareowners approve the 2008 Plan, the total number of shares subject to outstanding awards and available for future awards under the 2008 Plan and other continuing equity compensation plans would be as follows:

The 2008 Plan would make 550,000 new shares of common stock available for equity awards, representing approximately 2% of the shares outstanding at March 24, 2008. As stated above, the 2008 Plan would replace the current 1999 Plan, and therefore 63,677 shares that remain available under the 1999 Plan as of March 24, 2008 would be made available under the 2008 Plan.

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