1082510--2/20/2007--UIL_HOLDINGS

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{debt, indebtedness, cash}

{cost, operation, labor}

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{regulation, change, law}

The structure and operations of UIL Holdings utility line of business can be significantly affected by legislation and regulation. Weather conditions may cause fluctuations in the results of operations of the regulated utility. The loss of key personnel or the inability to hire and retain qualified employees could have an adverse effect on the business, financial condition and results of operations of UIL Holdings and its operating subsidiary UI. The inability of management to maintain good relations and effectively negotiate future collective bargaining agreements with the bargaining unit could have a material adverse impact on UI s financial condition and results of operations. The ability of UIL Holdings to maintain future cash dividends at the level currently paid to shareholders is dependent upon the ability of its subsidiaries to pay dividends to UIL Holdings. UIL Holdings ability to fund its capital requirements may be limited by its ability to obtain external financing. Financial results may be affected by economic conditions. UIL Holdings and its subsidiaries may incur substantial capital expenditures and operating expenses in complying with environmental regulations, which could have an adverse impact on the results of operations and financial condition of UIL Holdings. Increases in interest rates could have an adverse impact on the results of operations of UIL Holdings. The inability to collect certain accounts receivable of the divested Xcelecom companies and amounts due under promissory notes from the buyers of those companies could adversely impact UIL Holdings financial condition. UIL Holdings could suffer additional losses from the completion of certain outstanding projects by Xcelecom s former operating companies. UIL Holdings may be required to make payments under its indemnification agreements with Xcelecom s sureties, which could adversely impact UIL Holdings financial condition. UIL Holdings may be required to make payments under its indemnification agreements with the buyers of former Xcelecom companies, which could adversely impact UIL Holdings financial condition.

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1082510--2/20/2007--UIL_HOLDINGS_CORP