<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDING JUNE 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 1-6788
THE UNITED ILLUMINATING COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 06-0571640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
157 Church Street, New Haven, Connecticut 06506
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-499-2000
None
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
----- ------
The number of shares outstanding of the issuer's only class of
common stock, as of July 31, 1995, was 14,086,691.
- 1 -<PAGE>
<PAGE>
<TABLE>
INDEX
Part I. FINANCIAL INFORMATION
<CAPTION>
Page
Number
------
<S> <C>
Item 1. Financial Statements. 3
Consolidated Statement of Income for the three
and six months ended June 30, 1995 and 1994. 3
Consolidated Balance Sheet as of June 30, 1995 and
December 31, 1994. 4
Consolidated Statement of Cash Flows for the three months
and six months ended June 30, 1995 and 1994. 6
Notes to Consolidated Financial Statements. 7
- Statement of Accounting Policies 7
- Capitalization 7
- Accounting for Phase-in Plan 8
- Income Taxes 10
- Short-term Credit Arrangements 11
- Supplementary Information 12
- Fuel Financing Obligations and Other Lease Obligations 13
- Commitments and Contingencies 13
- Capital Expenditure Program 13
- Nuclear Insurance Contingencies 13
- Other Commitments and Contingencies 14
- Hydro-Quebec 14
- Site Remediation Costs 14
- Property Taxes 14
- Nuclear Fuel Disposal and Nuclear Plant Decommissioning 14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 16
- Major Influences on Financial Condition 16
- Capital Expenditure Program 17
- Liquidity and Capital Resources 18
- Results of Operations 20
- Outlook 23
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. 25
Item 6. Exhibits and Reports on Form 8-K. 26
SIGNATURES 27
</TABLE>
- 2 -<PAGE>
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<TABLE>
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Thousands except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATING REVENUES (NOTE G) $163,429 $153,433 $328,827 $321,012
--------- --------- --------- ---------
OPERATING EXPENSES
Operation
Fuel and energy 34,510 29,148 71,408 67,423
Capacity purchased 11,443 11,144 24,386 22,720
Other 35,674 38,169 70,444 74,521
Maintenance 10,553 12,362 17,358 19,905
Depreciation 15,359 14,519 30,712 28,992
Amortization of cancelled nuclear project
and deferred return 3,439 293 6,879 586
Income taxes (Note E) 11,409 6,608 23,483 17,706
Other taxes (Note G) 14,507 14,558 29,487 29,901
--------- --------- --------- ---------
Total 136,894 126,801 274,157 261,754
--------- --------- --------- ---------
OPERATING INCOME 26,535 26,632 54,670 59,258
--------- --------- --------- ---------
OTHER INCOME AND (DEDUCTIONS)
Allowance for equity funds used during construction - 293 - 587
Other-net (Note G) (946) (920) (1,238) (719)
Non-operating income taxes 1,750 675 2,741 1,320
--------- --------- --------- ---------
Total 804 48 1,503 1,188
--------- --------- --------- ---------
INCOME BEFORE INTEREST CHARGES 27,339 26,680 56,173 60,446
--------- --------- --------- ---------
INTEREST CHARGES
Interest on long-term debt 14,931 18,583 30,534 37,458
Other interest (Note G) 3,045 756 6,186 1,388
Allowance for borrowed funds used during construction (689) (695) (1,277) (1,357)
--------- --------- --------- ---------
17,287 18,644 35,443 37,489
Amortization of debt discount and redemption premiums 1,102 1,622 2,310 3,311
--------- --------- --------- ---------
Net Interest Charges 18,389 20,266 37,753 40,800
--------- --------- --------- ---------
MINORITY INTEREST IN PREFERRED SECURITIES 1,176 - 1,176 -
--------- --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 7,774 6,414 17,244 19,646
--------- --------- --------- ---------
Cumulative effect for years prior to 1994 of accounting
change for postemployment benefits
(net of income taxes of $956) - - - (1,294)
--------- --------- --------- ---------
NET INCOME 7,774 6,414 17,244 18,352
Discount on Preferred Stock Redemptions (1,992) - (1,992) -
Dividends on Preferred Stock 334 749 1,067 1,829
--------- --------- --------- ---------
INCOME APPLICABLE TO COMMON STOCK $9,432 $ 5,665 $18,169 $16,523
========= ========= ========= =========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,087 14,084 14,087 14,084
EARNINGS PER SHARE OF COMMON STOCK BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE $0.67 $0.40 $1.29 $1.26
Cumulative effect for years prior to 1994 of accounting
change for postemployment benefits - - - (0.09)
--------- --------- --------- ---------
EARNINGS PER SHARE OF COMMON STOCK $0.67 $0.40 $1.29 $1.17
========= ========= ========= =========
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $0.705 $0.69 $1.41 $1.38
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
- 3 -<PAGE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEET
ASSETS
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1995 1994*
---- ----
(Unaudited)
<S> <C> <C>
Utility Plant at Original Cost
In service $1,782,323 $1,761,627
Less, accumulated provision for depreciation 520,246 493,482
----------- -----------
1,262,077 1,268,145
Construction work in progress 62,544 57,669
Nuclear fuel 25,015 31,443
----------- -----------
Net Utility Plant 1,349,636 1,357,257
----------- -----------
Other Property and Investments 23,674 21,824
----------- -----------
Current Assets
Cash and temporary cash investments 49,015 11,432
Accounts receivable
Customers, less allowance for doubtful
accounts of $5,200 and $4,900 59,867 61,042
Other 28,179 26,981
Accrued utility revenues 29,737 23,139
Fuel, materials and supplies, at average cost 23,334 22,318
Prepayments 4,970 12,307
Other 165 90
----------- -----------
Total 195,267 157,309
----------- -----------
Regulatory Assets (future amounts due from customers
through the ratemaking process)
Income taxes due principally to book-tax
differences 395,911 403,132
Deferred return - Seabrook Unit 1 56,636 62,929
Unamortized cancelled nuclear projects 25,206 25,792
Unamortized redemption costs 23,906 26,269
Uranium enrichment decommissioning cost 1,572 1,540
Deferred fossil fuel costs 270 112
Unamortized debt issuance expenses 7,650 5,527
Other 11,872 13,300
----------- -----------
Total 523,023 538,601
----------- -----------
$2,091,600 $2,074,991
=========== ===========
*Derived from audited financial statements
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
- 4 -<PAGE>
<PAGE>
<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED BALANCE SHEET
CAPITALIZATION AND LIABILITIES
(Thousands of Dollars)
<CAPTION>
June 30, December 31,
1995 1994*
---- ----
(Unaudited)
<S> <C> <C>
Capitalization (Note B)
Common stock equity
Common stock $284,133 $284,133
Paid-in capital 738 738
Capital stock expense (2,210) (2,402)
Retained earnings 143,675 145,559
----------- -----------
426,336 428,028
Preferred stock 11,039 44,700
Minority interest in preferred securities 50,000 -
Long-term debt 697,597 708,340
----------- -----------
Total 1,184,972 1,181,068
----------- -----------
Noncurrent Liabilities
Obligations under capital leases 17,657 17,799
Uranium enrichment decommissioning reserve 1,427 1,337
Nuclear decommissioning obligation 8,774 7,628
Other 2,685 2,517
----------- -----------
Total 30,543 29,281
----------- -----------
Current Liabilities
Current portion of long-term debt 87,800 193,133
Notes payable 175,850 67,000
Accounts payable 46,643 42,846
Dividends payable 10,068 10,467
Taxes accrued 17,564 16,607
Pensions accrued 32,033 30,177
Interest accrued 28,461 20,926
Obligations under capital leases 280 1,169
Other accrued liabilities 31,970 30,069
----------- -----------
Total 430,669 412,394
----------- -----------
Customers' Advances for Construction 2,627 2,628
----------- -----------
Regulatory Liabilities (future amounts owed
to customers through
the ratemaking process)
Accumulated deferred investment tax credits 18,290 18,671
Deferred gain on sale of utility plant - 276
Other 1,817 1,820
----------- -----------
Total 20,107 20,767
----------- -----------
Deferred Income Taxes (future tax liabilities owed
to taxing authorities) 422,682 428,853
Commitments and Contingencies - -
----------- -----------
$2,091,600 $2,074,991
=========== ===========
*Derived from audited financial statements
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
- 5 -<PAGE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $7,774 $6,414 $17,244 $18,352
--------- --------- --------- ---------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 16,830 16,498 33,721 32,984
Deferred income taxes 982 (185) 1,051 (884)
Deferred investment tax credits - net (191) (191) (381) (381)
Amortization of nuclear fuel 3,390 803 7,447 5,176
Cumulative effect for years prior to 1994 of
accounting change for postemployment benefits-net - - - 1,294
Allowance for funds used during construction (689) (988) (1,277) (1,944)
Amortization of deferred return 3,146 - 6,293 -
Sales adjustment revenue - 3,279 - 6,557
Changes in:
Accounts receivable - net 2,503 (63) (23) (4,987)
Fuel, materials and supplies (236) 81 (1,016) (2,035)
Prepayments 12,574 3,510 7,337 (8,917)
Accounts payable 5,128 1,916 3,797 (10,549)
Interest accrued 8,956 12,744 7,535 10,547
Taxes accrued (5,233) (4,315) 957 4,787
Other assets and liabilities (3,900) (6,641) (4,644) (3,381)
--------- --------- --------- ---------
Total Adjustments 43,260 26,448 60,797 28,267
--------- --------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 51,034 32,862 78,041 46,619
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock - 76 - 109
Preferred securities of subsidiary 50,000 - 50,000 -
Notes payable (19,150) 5,500 108,850 48,000
Securities retired and redeemed:
Preferred stock (33,661) (15,000) (33,661) (15,000)
Long-term debt - - (116,133) (60,333)
(Premium)Discount on preferred stock redemption 1,992 (150) 1,992 (150)
Expenses of issue (1,831) - (1,831) -
Lease obligations (367) (582) (1,031) (1,148)
Dividends
Preferred stock (929) (1,079) (1,676) (2,159)
Common stock (9,931) (9,719) (19,651) (19,084)
--------- --------- --------- ---------
NET CASH USED IN FINANCING ACTIVITIES (13,877) (20,954) (13,141) (49,765)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Plant expenditures, including nuclear fuel (15,392) (15,599) (27,317) (27,667)
--------- --------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (15,392) (15,599) (27,317) (27,667)
--------- --------- --------- ---------
CASH AND TEMPORARY CASH INVESTMENTS:
NET CHANGE FOR THE PERIOD 21,765 (3,691) 37,583 (30,813)
BALANCE AT BEGINNING OF PERIOD 27,250 21,049 11,432 48,171
--------- --------- --------- ---------
BALANCE AT END OF PERIOD $49,015 $17,358 $49,015 $17,358
========= ========= ========= =========
CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized) $8,638 $6,343 $28,170 $27,311
========= ========= ========= =========
Income taxes $11,350 $8,900 $14,650 $10,900
========= ========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of the financial statements.
- 6 -<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The consolidated financial statements of the Company
and its wholly-owned subsidiaries, United Resources,
Inc., Research Center, Inc. and United Energy
International, Inc., have been prepared pursuant to the
rules and regulations of the Securities and Exchange
Commission. The statements reflect all adjustments
that are, in the opinion of management, necessary to a
fair statement of the results for the periods
presented. All such adjustments are of a normal
recurring nature. Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with generally accepted
accounting principles have been condensed or omitted
pursuant to such rules and regulations. The Company
believes that the disclosures are adequate to make the
information presented not misleading. These
consolidated financial statements should be read in
conjunction with the consolidated financial statements
and the notes to consolidated financial statements
included in the annual report on Form 10-K for the year
ended December 31, 1994. Such notes are supplemented
as follows:
(A) STATEMENT OF ACCOUNTING POLICIES
RECLASSIFICATION OF PREVIOUSLY REPORTED AMOUNTS
Certain amounts previously reported have been
reclassified to conform with current year
presentations.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
The weighted average AFUDC rates applied in the first
six months of 1995 and 1994 were 7.67% and 8.75%,
respectively, on a before-tax basis.
CASH AND CASH EQUIVALENTS
For cash flow purposes, the Company considers all
highly liquid debt instruments with a maturity of three
months or less at the date of purchase to be cash
equivalents.
NUCLEAR DECOMMISSIONING TRUSTS
External trust funds are maintained to fund the
estimated future decommissioning costs of the nuclear
generating units in which the Company has an ownership
interest. These costs are accrued as a charge to
depreciation expense over the estimated service lives
of the units and are recovered in rates on a current
basis. The Company paid $462,000 and $417,000 in the
second quarter of 1995 and 1994, respectively, into the
decommissioning trust funds for Seabrook Unit 1 and
Millstone Unit 3. During the first six months of
1995 and 1994, the Company paid $924,000 and $834,000,
respectively, into the decommissioning trust funds for
Seabrook Unit 1 and Millstone Unit 3. At June 30,
1995, the Company's shares of the trust fund balances,
which included accumulated earnings on the funds, were
$6.1 million and $2.7 million for Seabrook Unit 1 and
Millstone Unit 3, respectively. These fund balances
are included in "Other Property and Investments" and
the accrued decommissioning obligation is included in
"Noncurrent Liabilities" on the Company's Consolidated
Balance Sheet.
(B) CAPITALIZATION
(a) COMMON STOCK
The number of shares outstanding of the Company's
common stock, no par value, at June 30, 1995 was
14,086,691.
-7-<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In 1990, the Company's Board of Directors and the
shareowners approved a stock option plan for officers
and key employees of the Company. The plan provides
for the awarding of options to purchase up to 750,000
shares of the Company's common stock over periods of
from one to ten years following the dates when the
options are granted. On June 5, 1991, the DPUC
approved the issuance of 500,000 shares of stock
pursuant to this plan. The exercise price of each
option cannot be less than the market value of the
stock on the date of the grant. Options to purchase
202,600 shares of stock at an exercise price of $30.75
per share, 1,400 shares of stock at an exercise price
of $28.3125 per share, 1,800 shares of stock at an
exercise price of $31.1875 per share, 4,000 shares of
stock at an exercise price of $35.625 per share, 35,133
shares of stock at an exercise price of $39.5625 per
share, 5,000 shares of stock at an exercise price of
$42.375 per share and 18,600 shares of stock at an
exercise price of $30 per share have been granted by
the Board of Directors and remain outstanding at
June 30, 1995.
(b) RETAINED EARNINGS RESTRICTION
The indenture under which the Company's Notes are
issued places limitations on the payment of cash
dividends on common stock and on the purchase or
redemption of common stock. Retained earnings in the
amount of $84.6 million were free from such limitations
at June 30, 1995.
(c) PREFERRED AND PREFERENCE STOCK
On June 12, 1995, the Company repurchased and
retired, at a discount, 61,611 shares of its $100 par
value preferred stock, pursuant to a tender offer dated
May 10, 1995. On July 17, 1995, the Company
repurchased and retired, at a discount, 5,000 shares of
its $100 par value preferred stock. Shares tendered
included 19,178 shares of the 4.35% Series A, 17,790
shares of the 4.72% Series B, 19,155 shares of the
4.64% Series C and 10,488 shares of the 5.625% Series
D.
(d) PREFERRED CAPITAL SECURITIES
On April 3, 1995, United Capital Funding Partnership
L.P. ("United Capital"), a special purpose limited
partnership in which the Company owns all of the
general partner interests, issued $50 million of its
monthly income 9 5/8% Preferred Capital Securities,
Series A, ("Preferred Capital Securities") representing
limited partnership interests in United Capital. The
Preferred Capital Securities are guaranteed by the
Company. United Capital loaned the proceeds of the
issuance and sale of the Preferred Capital Securities
to the Company in return for the Company's 9 5/8%
Junior Subordinated Deferrable Interest Debentures,
Series A, Due 2025. The net proceeds to the Company,
approximately $48.4 million, have been used to call for
redemption $27.5 million of the Company's outstanding
7.60% Preferred Stock and to reduce its short-term
borrowings under the revolving credit facility
described in Note (F). The Company consolidates United
Capital for financial reporting purposes.
(e) LONG-TERM DEBT
On January 17, 1995, the Company repaid $55.3 million
principal amount of maturing 10.32% First Mortgage
Bonds of Bridgeport Electric Company, a wholly-owned
subsidiary of the Company that was merged with and into
the Company in September of 1994, and $50 million
principal amount of maturing 6.00% Notes of the
Company. On February 15, 1995, the Company repaid
$10.8 million principal amount of maturing 9.44% First
Mortgage Bonds of Bridgeport Electric Company.
(D) ACCOUNTING FOR PHASE-IN PLAN
The Company phased into rate base its allowable
investment in Seabrook Unit 1, amounting to $640
million, during the period January 1, 1990 to
January 1, 1994. In conjunction with this phase-in
plan, the Company was allowed to record a deferred
return on the portion of allowable investment excluded
from rate base during the
-8-<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
phase-in period. The accumulated deferred return had
been added to rate base each year beginning January 1,
1991 in the same proportion as the phase-in installment
for that year has borne to the portion of the $640
million remaining to be phased-in. The Company began
amortizing the accumulated deferred return over a
five-year period commencing January 1, 1995.
-9-<PAGE>
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<TABLE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(E) INCOME TAXES
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
---- ---- ---- ----
(000's) (000's)
<S> <C> <C> <C> <C>
Income tax expense consists of:
Income tax provisions:
Current
Federal $6,573 $4,653 $14,877 $13,026
State 2,295 1,656 5,195 4,625
-------- -------- -------- --------
Total current 8,868 6,309 20,072 17,651
-------- -------- -------- --------
Deferred
Federal 1,648 1,044 2,612 1,115
State (666) (1,229) (1,561) (2,955)
-------- -------- -------- --------
Total deferred 982 (185) 1,051 (1,840)
-------- -------- -------- --------
Investment tax credits (191) (191) (381) (381)
-------- -------- -------- --------
Total income tax expense $9,659 $5,933 $20,742 $15,430
======== ======== ======== ========
Income tax components charged as follows:
Operating expenses $11,409 $6,608 $23,483 $17,706
Other income and deductions - net (1,750) (675) (2,741) (1,320)
Cumulative effect of change in accounting
for postemployment benefits - - - (956)
-------- -------- -------- --------
Total income tax expense $9,659 $5,933 $20,742 $15,430
======== ======== ======== ========
The following table details the components
of the deferred income taxes:
Accelerated depreciation $2,274 $2,888 $4,548 $5,786
Tax depreciation on unrecoverable plant investment 1,727 2,043 3,454 4,085
Conservation and load management 98 306 316 997
Seabrook sale/leaseback transaction (2,678) (2,682) (5,356) (5,364)
Premiums on BEC bond redemption (175) (397) (405) (825)
Sales adjustment revenues - (1,388) - (2,776)
Pension benefits (403) 566 (790) 18
Postretirement benefits (289) (273) (608) (689)
Postemployment benefits - - - (956)
Other - net 428 (1,248) (108) (2,116)
-------- -------- -------- --------
Deferred income taxes - net $982 $(185) $1,051 $(1,840)
======== ======== ======== ========
</TABLE>
- 10 -<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(F) SHORT-TERM CREDIT ARRANGEMENTS
The Company has a revolving credit agreement with a
group of banks, which currently extends to December 14,
1995. The borrowing limit of this facility is $225
million. The facility permits the Company to borrow
funds at a fluctuating interest rate determined by the
prime lending market in New York, and also permits the
Company to borrow money for fixed periods of time
specified by the Company at fixed interest rates
determined by the Eurodollar interbank market in
London, or by bidding, at the Company's option. If a
material adverse change in the business, operations,
affairs, assets or condition, financial or otherwise,
or prospects of the Company and its subsidiaries, on a
consolidated basis, should occur, the banks may decline
to lend additional money to the Company under this
revolving credit agreement, although borrowings
outstanding at the time of such an occurrence would not
then become due and payable. As of June 30, 1995, the
Company had $175.9 million in short-term borrowings
outstanding under this facility.
In May 1995 and June 1995, the Company entered into
two separate, five-year, $50 million interest rate swap
agreements with a major money center bank. This
arrangement will effectively convert the interest rate
on $100 million of the Company's floating rate bank
borrowings to a fixed rate. Under the terms of the
agreements, the Company will pay interest to the bank
at fixed annual rates of 6.40% and 5.92%, respectively,
and the bank will pay the Company at a floating rate
equal to the three-month London Interbank Borrowing
Rate (LIBOR).
-11-<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(G) SUPPLEMENTARY INFORMATION
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
---- ---- ---- ----
(000's) (000's)
<S> <C> <C> <C> <C>
Operating Revenues
------------------
Retail $149,234 $146,333 $299,654 $299,608
Wholesale - capacity 1,587 1,807 3,256 3,642
- energy 11,797 4,576 24,368 16,354
Other 811 717 1,549 1,408
-------- -------- -------- --------
Total Operating Revenues $163,429 $153,433 $328,827 $321,012
======== ======== ======== ========
Other Income and (Deductions) - net
-----------------------------------
Interest and dividend income $389 $312 $719 $763
Earnings of subsidiaries and
Connecticut Yankee (817) (366) (1,276) (661)
Miscellaneous other income
and (deductions) - net (518) (866) (681) (821)
-------- -------- -------- --------
Total Other Income
and (Deductions) - net $(946) $(920) $(1,238) $(719)
======== ======== ======== ========
Other Taxes
-----------
Charged to:
Operating:
State gross earnings $6,392 $6,520 $12,833 $13,290
Local real estate
and personal property 6,718 6,620 13,430 13,302
Payroll taxes 1,396 1,417 3,222 3,306
Other 1 1 2 3
-------- -------- -------- --------
14,507 14,558 29,487 29,901
Nonoperating & other accounts 126 229 292 452
-------- -------- -------- --------
Total Other Taxes $14,633 $14,787 $29,779 $30,353
======== ======== ======== ========
Other Interest Charges
----------------------
Notes Payable $2,672 $534 $5,478 $899
Other 373 222 708 489
-------- -------- -------- --------
Total Other Interest Charges $3,045 $756 $6,186 $1,388
======== ======== ======== ========
</TABLE>
- 12 -<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(K) FUEL FINANCING OBLIGATIONS AND OTHER LEASE OBLIGATIONS
The Company has a Fossil Fuel Supply Agreement with a
financial institution providing for financing up to
$37.5 million in fossil fuel purchases. Under this
agreement, the financing entity acquires and stores
natural gas, coal and fuel oil for sale to the Company,
and the Company purchases these fossil fuels from the
financing entity at a price for each type of fuel that
reimburses the financing entity for the direct costs it
has incurred in purchasing and storing the fuel, plus a
charge for maintaining an inventory of the fuel
determined by reference to the fluctuating interest
rate on thirty-day, dealer-placed commercial paper in
New York. The Company is obligated to insure the fuel
inventories and to indemnify the financing entity
against all liability, taxes and other expenses
incurred as a result of its ownership, storage and sale
of fossil fuel to the Company. This agreement
currently extends to August 1996. At June 30, 1995,
approximately $17.8 million of fossil fuel purchases
were being financed under this agreement.
(L) COMMITMENTS AND CONTINGENCIES
CAPITAL EXPENDITURE PROGRAM
The Company has entered into commitments in
connection with its continuing capital expenditure
program, which is presently estimated at approximately
$357.5 million, excluding AFUDC, for 1995 through 1999.
NUCLEAR INSURANCE CONTINGENCIES
The Price-Anderson Act, currently extended through
August 1, 2002, limits public liability resulting from
a single incident at a nuclear power plant. The first
$200 million of liability coverage is provided by
purchasing the maximum amount of commercially available
insurance. Additional liability coverage will be
provided by an assessment of up to $75.5 million per
incident, levied on each of the nuclear units licensed
to operate in the United States, subject to a maximum
assessment of $10 million per incident per nuclear unit
in any year. In addition, if the sum of all public
liability claims and legal costs resulting from any
nuclear incident exceeds the maximum amount of
financial protection, each reactor operator can be
assessed an additional 5% of $75.5 million, or $3.775
million. The maximum assessment is adjusted at least
every five years to reflect the impact of inflation.
Based on its interests in nuclear generating units, the
Company estimates its maximum liability would be $23.2
million per incident. However, assessment would be
limited to $3.1 million per incident, per year. With
respect to each of the operating nuclear generating
units in which the Company has an interest, the Company
will be obligated to pay its ownership and/or leasehold
share of any statutory assessment resulting from a
nuclear incident at any nuclear generating unit.
The NRC requires nuclear generating units to obtain
property insurance coverage in a minimum amount of
$1.06 billion and to establish a system of prioritized
use of the insurance proceeds in the event of a nuclear
incident. The system requires that the first $1.06
billion of insurance proceeds be used to stabilize the
nuclear reactor to prevent any significant risk to
public health and safety and then for decontamination
and cleanup operations. Only following completion of
these tasks would the balance, if any, of the
segregated insurance proceeds become available to the
unit's owners. For each of the nuclear generating
units in which the Company has an interest, the Company
is required to pay its ownership and/or leasehold share
of the cost of purchasing such insurance.
-13-<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
OTHER COMMITMENTS AND CONTINGENCIES
HYDRO-QUEBEC
The Company is a participant in the Hydro-Quebec
transmission intertie facility linking New England and
Quebec, Canada. Phase II of this facility, in which UI
has a 5.45% participating share, has increased the
capacity value of the intertie from 690 megawatts to a
maximum of 2000 megawatts. A ten-year Firm Energy
Contract, which provides for the sale of 7 million
megawatt-hours per year by Hydro-Quebec to the New
England participants in the Phase II facility, became
effective on July 1, 1991. The Company is obligated to
furnish a guarantee for its participating share of the
debt financing for the Phase II facility. Currently,
the Company's guarantee liability for this debt amounts
to approximately $8.9 million.
SITE REMEDIATION COSTS
The Company has estimated that the cost of demolition
and environmental remediation of its decommissioned
Steel Point Station power plant and property in
Bridgeport will be approximately $11.3 million, and
that the value of the property following remediation
will not exceed $6.0 million. In its December 16, 1992
decision on UI's application for retail rate increases,
the DPUC provided for additional revenues to be
recovered from customers in the amount of $4.3 million
of the difference during the period 1993-1996, subject
to true-up in the Company's next retail rate proceeding
based on actual remediation costs and actual gain on
the Company's disposition of the property.
PROPERTY TAXES
On November 2, 1993, the Company received "updated"
personal property tax bills from the City of New Haven
(the City) for the tax year 1991-1992, aggregating $6.6
million, based on an audit by the City's tax assessor.
On May 7, 1994, the Company received a "Certificate of
Correction....to correct a clerical omission or
mistake" from the City's tax assessor relative to the
assessed value of the Company's personal property for
the tax year 1994-1995, which certificate purports to
increase said assessed value by approximately 53% above
the tax assessor's valuation at February 28, 1994. The
Company is contesting each of these actions of the
City's tax assessor vigorously, and has commenced
actions in the Superior Court to enjoin the City from
any effort to collect the "updated" personal property
tax bills for the tax year 1991-1992 and challenging
both the May 7, 1994 "Certificate of Correction" and
the tax assessor's valuation at February 28, 1994. In
December of 1994 and April of 1995, the City's tax
assessor conducted hearings regarding the assessed
value of the Company's personal property for the tax
years 1992-1993 and 1993-1994; and on May 11, 1995, the
Company received from the City notices of assessment
changes, increasing the assessed valuations of the
Company's personal property for these tax years by 45%
and 49%, respectively, over the valuations declared by
the Company. On March 1, 1995, the Company received
from the City notices of assessment changes, increasing
the assessed valuation of the Company's personal
property for the tax year 1995-1996 by 48% over the
valuation declared by the Company. The Company expects
to take the legal actions necessary to challenge all of
these assessed valuation increases. It is the present
opinion of the Company that the ultimate outcome of
this dispute will not have a significant impact on the
financial position of the Company.
(M) NUCLEAR FUEL DISPOSAL AND NUCLEAR PLANT DECOMMISSIONING
New Hampshire has enacted a law requiring the
creation of a government-managed fund to finance the
decommissioning of nuclear generating units in that
state. The New Hampshire Nuclear Decommissioning
Financing Committee (NDFC) has established $414 million
(in 1995 dollars) as the decommissioning cost estimate
for Seabrook Unit 1, of which the Company's share would
be about $72 million. This estimate premises the
prompt removal and dismantling of the Unit at the end
of its estimated 36-year energy producing life. Monthly
-14-<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
decommissioning payments are being made to the
state-managed decommissioning trust fund. UI's share
of the decommissioning payments made during the six
months of 1995 was $696,000. UI's share of the fund at
June 30, 1995 was approximately $6.1 million.
Connecticut has enacted a law requiring the operators
of nuclear generating units to file periodically with
the DPUC their plans for financing the decommissioning
of the units in that state. Current decommissioning
cost estimates for Millstone Unit 3 and the Connecticut
Yankee Unit are $448 million (in 1995 dollars) and $357
million (in 1995 dollars), respectively, of which the
Company's share would be about $17 million and $34
million, respectively. These estimates premise the
prompt removal and dismantling of each unit at the end
of its estimated 40-year energy producing life.
Monthly decommissioning payments, based on these cost
estimates, are being made to decommissioning trust
funds managed by Northeast Utilities. UI's share of
the Millstone Unit 3 decommissioning payments made
during the first six months of 1995 was $228,000. UI's
share of the fund at June 30, 1995 was approximately
$2.7 million. For the Company's 9.5% equity ownership
in Connecticut Yankee, decommissioning costs of
$330,000 were funded by UI during the first six months
of 1995, and UI's share of the fund at June 30, 1995
was $15.7 million.
-15-<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
MAJOR INFLUENCES ON FINANCIAL CONDITION
The Company's financial condition will continue to be
dependent on the level of retail and wholesale sales.
The two primary factors that affect sales volume are
economic conditions and weather. A 1% increase in
retail sales would increase revenues by $6.0 million
(and would increase sales margin, which is revenues
less fuel expense and revenue-based taxes, by about
$5.0 million).
Another major factor affecting the Company's
financial condition will be the Company's ability to
control expenses. A significant reduction in interest
expense has been achieved since 1989, and additional
savings of $4-$5 million are expected in 1995 due to
debt reduction and refinancing. Since 1990, annual
growth in total operation and maintenance expense,
excluding one-time items and cogeneration capacity
purchases, has averaged approximately 2.0%, and the
Company hopes to restrict future increases to less than
the rate of inflation.
The Company's financial status and financing
capability will continue to be sensitive to many other
factors, including conditions in the securities
markets, economic conditions, interest rates, the level
of the Company's income and cash flow, and legislative
and regulatory developments, including the cost of
compliance with increasingly stringent environmental
legislation and regulations and competition within the
electric utility industry.
The electric utility industry is being subjected to
increasing competition. Currently, the Company's
retail electric service rates are subject to regulation
and are based on the Company's costs. Therefore, the
Company, and all regulated utilities, are subject to
certain accounting standards (Statement of Financial
Accounting Standards No. 71 (SFAS No. 71), "Accounting
for the Effects of Certain Types of Regulation") that
are not applicable to other businesses in general.
These accounting rules allow all regulated utilities,
where appropriate, to defer the income statement impact
of certain costs that are expected to be recovered in
future regulated service rates and to establish
regulatory assets on balance sheets for such costs.
The effects of competition could cause the operations
of the Company, or a portion thereof, to no longer meet
the criteria for application of these accounting rules.
While the Company expects to continue to meet these
criteria in the near future, if the Company were to
cease meeting these criteria, accounting standards for
business in general would become applicable and
immediate recognition of any previously deferred costs
would be required in the year in which the criteria are
no longer met. If this change in accounting were to
occur, it would have a material adverse effect on the
Company's earnings and retained earnings in that year
and may have a material adverse effect on the Company's
ongoing financial condition, as well.
The Financial Accounting Standards Board recently
issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets to Be Disposed Of." This standard,
which is effective for the 1996 calendar year, requires
the recognition of impairment losses on long-lived
assets when the book value of an asset exceeds the sum
of the expected future undiscounted cash flows that
result from the use of the asset and its eventual
disposition. This standard also requires that
rate-regulated companies recognize an impairment loss
when a regulator excludes all or part of a cost from
rates, even if the regulator allows the company to earn
a return on the remaining allowable costs. A review of
the recoverability of an asset is required whenever
events or circumstances indicate that the carrying
amount of an asset may not be recoverable. At this
time, the Company does not have any assets that are
impaired based on this standard.
-16-<PAGE>
<PAGE>
CAPITAL EXPENDITURE PROGRAM
The Company's 1995-1999 capital expenditure program, excluding
allowance for funds used during construction (AFUDC) and its
effect on certain capital related items, is presently budgeted as
follows:
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 Total
---- ---- ---- ---- ---- -----
(000's)
<S> <C> <C> <C> <C> <C> <C>
Production $16,848 $26,446 $10,912 $ 3,424 $34,906 $ 92,536
Distribution 18,864 16,728 16,884 16,080 16,560 85,116
Transmission 7,500 4,596 8,412 15,060 17,496 53,064
Conservation and
Load Management 11,580 9,756 9,468 9,048 9,012 48,864
Nuclear Fuel 8,052 11,280 1,248 11,820 10,128 42,528
Other 12,996 7,370 4,892 5,336 4,778 35,372
------- -------- ------- ------- ------- --------
Total Expenditures $75,840 $76,176 $51,816 $60,768 $92,880 $357,480
======= ======= ======= ======= ======= ========
AFUDC (Pre-tax) $3,174 $2,437 $2,031 $2,034 $ 938
Book Depreciation (1) 59,866 64,195 66,168 69,047 73,301
Decommissioning 1,823 1,910 2,001 2,097 2,198
Normalized Tax
Depreciation 34,767 36,898 38,382 39,732 42,877
Accelerated Tax
Depreciation 68,743 58,191 59,253 58,655 61,038
Amortization of Deferred
Return on Seabrook
Unit 1 Phase-In (2) 12,586 12,586 12,586 12,586 12,586
Estimated Rate Base
(end of period) $1,209,500 $1,238,035 $1,212,275 $1,184,307 $1,220,861
<FN>
(1) Steel Point Station demolition and environmental remediation costs
of $1,075,000 per year are included each year through 1996.
(2) Deferred return will be amortized over the period 1995-1999.
</TABLE>
- 17 -<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1995, the Company had $49.0 million of
cash and temporary cash investments, an increase of
$37.6 million from the balance at December 31, 1994.
The components of this increase, which are detailed in
the Consolidated Statement of Cash Flows, are
summarized as follows:
<TABLE>
<CAPTION>
(Millions)
----------
<S> <C>
Balance, December 31, 1994 $11.4
Net cash provided by operating activities 78.0
Net cash provided by (used in) financing activities:
- Financing activities, excluding dividend payments 8.2
- Dividend payments (21.3)
Cash invested in plant, including nuclear fuel (27.3)
------
Net increase 37.6
------
Balance, June 30, 1995 $49.0
======
</TABLE>
The Company's capital requirements are presently
projected as follows:
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
(000's)
<S> <C> <C> <C> <C> <C>
Capital Expenditure Program $ 75,840 $76,176 $ 51,816 $ 60,768 $ 92,880
Long-term Debt Maturities 97,000 - 50,000 100,000 100,000
Mandatory Redemptions/
Repayments 66,133 12,770 15,171 15,562 15,988
Optional Redemptions (1) 31,979 - - - -
------- ------ ------- ------- -------
Total Capital Requirements $270,952 $88,946 $116,987 $176,330 $208,868
======= ====== ======= ======= =======
<FN>
(1) Including redemption premiums
</TABLE>
For the year 1995, the Company presently estimates
that its cash on hand and temporary cash investments at
the beginning of 1995, totaling $11.4 million, its
projected net cash provided by operations, less
dividends, of $105.3 million, and the $48.4 million net
proceeds from the sale of 9 5/8% Preferred Capital
Securities, Series A, on April 3, 1995, will be
sufficient to fund the Company's entire capital
expenditure program of $75.8 million and $89.3 million
of the $195.1 million necessary to satisfy the 1995
requirements for long-term debt maturities and
mandatory and optional redemptions and repayments. For
the year 1996, the Company presently estimates that its
projected net cash provided by operations, less
dividends, of $97.7 million, will be sufficient to fund
the Company's entire capital expenditure program of
$76.2 million and all of the Company's 1996
requirements for mandatory redemptions and repayments
of $12.8 million. For the years 1997-1999, the Company
presently estimates that its projected net cash
provided by operations, less dividends, of $282.0
million, will be sufficient to fund the Company's
entire capital expenditure program of $205.5 million
and $76.5 million of the $296.7 million necessary to
satisfy the 1997 through 1999 requirements for
long-term debt maturities and mandatory long-term debt
redemptions and repayments.
All of the Company's capital requirements that exceed
available cash will have to be provided by external
financing. Although the Company has no source of funds
and no commitment to provide such financing from any
-18-<PAGE>
<PAGE>
source of funds, other than proceeds from the financing
described in the following paragraph and a $225 million
revolving credit agreement with a group of banks,
described below, the Company expects to be able to
satisfy its external financing needs by issuing common
stock, preferred stock and additional short-term and
long-term debt, although the continued availability of
these methods of financing will be dependent on many
factors, including conditions in the securities
markets, economic conditions, and the level of the
Company's income and cash flow.
On April 3, 1995, United Capital Funding Partnership
L.P. ("United Capital"), a special purpose limited
partnership in which the Company owns all of the
general partner interests, issued $50 million of its
monthly income 9 5/8% Preferred Capital Securities,
Series A, ("Preferred Capital Securities") representing
limited partnership interests in United Capital. The
Preferred Capital Securities are guaranteed by the
Company. United Capital loaned the proceeds of the
issuance and sale of the Preferred Capital Securities
to the Company in return for the Company's 9 5/8%
Junior Subordinated Deferrable Interest Debentures,
Series A, Due 2025. The net proceeds to the Company,
approximately $48.4 million, have been used to call for
redemption $27.5 million of the Company's outstanding
7.60% Preferred Stock and to reduce its short-term
borrowings under the revolving credit facility
described in the following paragraph.
The Company has a revolving credit agreement with a
group of banks, which currently extends to December 14,
1995. The borrowing limit of this facility is $225
million. The facility permits the Company to borrow
funds at a fluctuating interest rate determined by the
prime lending market in New York, and also permits the
Company to borrow money for fixed periods of time
specified by the Company at fixed interest rates
determined by the Eurodollar interbank market in
London, or by bidding, at the Company's option. If a
material adverse change in the business, operations,
affairs, assets or condition, financial or otherwise,
or prospects of the Company and its subsidiaries, on a
consolidated basis, should occur, the banks may decline
to lend additional money to the Company under this
revolving credit agreement, although borrowings
outstanding at the time of such an occurrence would not
then become due and payable. As of June 30, 1995, the
Company had $175.9 million in short-term borrowings
outstanding under this facility.
In order to limit the Company's exposure to increases
in short-term interest rates, the Company entered into
interest rate cap agreements, with several banks, on
$100 million of its short-term debt. The agreements
provide that if the London Interbank Offering Rate
(LIBOR), for one-month borrowings, exceeds 8.50% on the
17th of any month during the period beginning
February 17, 1995 and ending January 17, 1997, the
banks will pay to the Company the difference between
that LIBOR and 8.50%, multiplied by $100 million,
for the subsequent one-month period.
In May 1995 and June 1995, the Company entered into
two separate, five-year, $50 million interest rate swap
agreements with a major money center bank. This
arrangement will effectively convert the interest rate
on $100 million of the Company's floating rate bank
borrowings to a fixed rate. Under the terms of the
agreements, the Company will pay interest to the bank
at fixed annual rates of 6.40% and 5.92%, respectively,
and the bank will pay the Company at a floating rate
equal to the three-month LIBOR.
On June 12, 1995, the Company repurchased and
retired, at a discount, 61,611 shares of its $100 par
value preferred stock, pursuant to a tender offer dated
May 10, 1995. On July 17, 1995, the Company
repurchased and retired, at a discount, 5,000 shares of
its $100 par value preferred stock. Shares tendered
included 19,178 shares of the 4.35% Series A, 17,790
shares of the 4.72% Series B, 19,155 shares of the
4.64% Series C and 10,488 shares of the 5.625% Series D.
The Company has a Fossil Fuel Supply Agreement with a
financial institution providing for financing up to
$37.5 million in fossil fuel purchases. Under this
agreement, the financing entity acquires and stores
natural gas, coal and fuel oil for sale to the Company,
and the Company purchases these fossil fuels from the
financing entity at a price for each type of fuel that
reimburses the financing entity for the direct costs it
has incurred in purchasing and storing the fuel, plus a
charge for maintaining an inventory of the fuel
determined by reference to the fluctuating interest
rate on thirty-day, dealer-placed commercial paper in
New York. The Company is obligated to
-19-<PAGE>
<PAGE>
insure the fuel inventories and to indemnify the
financing entity against all liabilities, taxes and
other expenses incurred as a result of its ownership,
storage and sale of fossil fuel to the Company. This
agreement currently extends to August 1996. At
June 30, 1995, approximately $17.8 million of fossil
fuel purchases were being financed under this
agreement.
UI has three wholly-owned subsidiaries. Research
Center, Inc. (RCI) has been formed to participate in
the development of one or more regulated power
production ventures, including possible participation
in arrangements for the future development of
independent power production and cogeneration
facilities. United Energy International, Inc. (UEI)
was formed to facilitate participation in a joint
venture relating to power production plants abroad.
United Resources, Inc. (URI) serves as the parent
corporation for several unregulated businesses, each of
which is incorporated separately to participate in
business ventures that will complement and enhance UI's
electric utility business and serve the interests of
the Company and its shareholders and customers.
Four wholly-owned subsidiaries of URI have been
incorporated. Souwestcon Properties, Inc. (SPI)
participated as a 25% partner in the ownership of a
medical hotel building in New Haven, which has recently
been sold. SPI no longer owns any property and is
currently inactive. A second wholly-owned subsidiary
of URI is Thermal Energies, Inc., which is
participating in the development of district heating
and cooling facilities in the downtown New Haven area,
including the energy center for an office tower and
participation as a 37% partner in the energy center for
a city hall and office tower complex. A third URI
subsidiary, Precision Power, Inc., provides
power-related equipment and services to the owners of
commercial buildings and industrial facilities. A
fourth URI subsidiary, American Payment Systems, Inc.,
manages agents and equipment for electronic data
processing of bill payments made by customers of
utilities, including UI, at neighborhood businesses.
In addition to these subsidiaries, URI also has an
approximately 89% ownership interest in Ventana
Corporation, an inactive subsidiary that formerly
offered energy conservation engineering and project
management services to governmental and private
institutions.
The Board of Directors of the Company has authorized
the investment of a maximum of $18.0 million, in the
aggregate, of the Company's assets in all of URI's
ventures, UEI and RCI, and, at June 30, 1995, $18.0
million had been so invested.
RESULTS OF OPERATIONS
SECOND QUARTER OF 1995 VS. SECOND QUARTER OF 1994
-------------------------------------------------
Earnings for the second quarter of 1995 were $9.4
million, or $.67 per share, up $3.8 million, or $.27
per share, from the second quarter of 1994. Earnings
from operations, which exclude one-time items,
increased $1.8 million, or $.13 per share, absent a one-
time gain of $2.0 million (after-tax), or $.14 per
share, on the repurchase of preferred stock at a
discount to par value.
Retail operating revenues were up about $2.9 million
in the second quarter of 1995 from the second quarter
of 1994:
. A retail kilowatt-hour sales decrease of 1.1% from
the prior year reduced retail revenues by $1.5
million. The Company believes that sales declined
by more than the 1.1% due to abnormally hot weather
experienced in the second quarter of 1994.
Therefore, the Company believes that there was a
"real" (i.e. not attributable to abnormal weather)
sales increase for the second quarter of about
0.5%. This belief is supported by a sales increase
of about 1% in April 1995 compared to April 1994, a
month not noted for having weather affected sales.
. Other retail revenues increased by $3.3 million due
to the absence of the 1994 non-cash amortization of
deferred sales adjustment revenues ($13.1 million
was amortized, evenly, and collected in rates in
1994), by $1.5 million from the recovery, through
the Conservation Adjustment Mechanism, of
previously recorded and
-20-<PAGE>
<PAGE>
projected conservation program costs mandated by
the Department of Public Utility Control, and by
$0.4 million from pass-through charges for certain
expense changes. These increases were partly
offset by a decrease of $0.8 million reflecting
other pricing credits.
Wholesale "capacity" revenues decreased slightly in
the second quarter of 1995 compared to the second
quarter of 1994. Wholesale "energy" revenues are a
direct offset to wholesale fuel expense. These energy
revenues, as well as the associated fuel expense,
increased during the second quarter of 1995, compared
to the second quarter of 1994, as a result of higher
demand by other New England utilities.
Retail fuel and energy expenses decreased by $1.9
million in the second quarter of 1995 compared to the
second quarter of 1994. A decrease of $2.6 million was
due to improved nuclear unit output: the Seabrook
nuclear power plant had a refueling outage in the
second quarter of 1994, while the Millstone 3 nuclear
power plant (a much smaller source of generation for
the Company) had a refueling outage in the second
quarter of 1995. A decrease of $0.3 million was due to
lower retail kilowatt-hour sales. Other fuel and
energy expense increased by $1.0 million, including
$0.7 million of pass-through charges.
Operating expenses for operations, maintenance and
purchased capacity charges (O,M&C) decreased by $4.0
million in the second quarter of 1995 compared to the
second quarter of 1994:
. Purchased capacity was $0.3 million higher, due to
slightly higher cogeneration output.
. Operation and maintenance decreased by $4.3
million. There was a $3.2 million reduction in
nuclear power plant costs: lower Seabrook unit
costs because of the refueling outage in the second
quarter of 1994, partly offset by higher costs at
Millstone Unit 3 reflecting the refueling outage in
the second quarter of 1995. Employment costs
decreased by $1.1 million, due primarily to the
Company's 1993 reorganization and early retirement
program, which was phased-in over 1994.
Other amortization increased by $3.1 million (after-
tax) in the second quarter of 1995 compared to the
second quarter of 1994, due to commencement of the
amortization of Seabrook phase-in costs (deferred
return which was recorded and accumulated during the
period January 1, 1990 to December 31, 1993). The
annual amortization amount is $12.6 million after-tax
(equivalent, approximately, to a $23 million revenue
requirement) per year for five years beginning in 1995.
Other operating expenses increased in the second
quarter of 1995 compared to the second quarter of 1994,
from higher depreciation expense and income taxes.
Interest charges decreased by $1.9 million in the
second quarter of 1995 compared to the second quarter
of 1994 as a result of the Company's refinancing
program and strong cash flows, which allow debt to be
reduced. Also, preferred stock capitalization and
total preferred dividends (net-of-tax) increased
slightly in the second quarter of 1995 compared to the
second quarter of 1994, as a result of the issuance of
new preferred securities by a limited partnership in
which the Company owns all of the general partnership
interests (minority interest in preferred securities)
and the redemption of higher cost preferred stock.
SIX MONTHS 1995 VS. SIX MONTHS 1994
-----------------------------------
Earnings for the first six months of 1995 were $18.1
million, or $1.29 per share, up $1.6 million, or $.12
per share, from the first six months of 1994. Earnings
from operations, which exclude one-time items, decreased
$1.6 million, or $.11 per share, absent a one-time gain of
$2.0 million (after-tax), or $.14 per share, for the second
quarter of 1995 repurchase of preferred stock at a discount
to par value, and absent a $1.3 million (after-tax), or
$.09 per share, charge for an accounting change taken in
the first quarter of 1994 to reflect the accrual of post
employment benefits under Statement of Financial Accounting
Standards (SFAS) No. 112.
-21-<PAGE>
<PAGE>
Retail operating revenues were unchanged for the
first six months of 1995 compared to the first six
months of 1994:
. A retail kilowatt-hour sales decrease of 2.9% from
the prior year reduced retail revenues by $8.5
million. The Company believes that the sales
decrease due to mild weather in the first six
months of 1995 compared to abnormally severe
weather experienced in the first six months of 1994
was greater than 2.9%, and that there was a small
but "real" (i.e. not attributable to abnormal
weather) sales increase for the first six months of
1995 as compared to 1994. This belief is supported
by a sales increase of about 1% in April 1995
compared to April 1994, a month not noted for
having weather affected sales. (A "real" sales
decrease was reported in the first quarter of 1995
compared to the first quarter of 1994.)
. Other retail revenues increased by $6.6 million,
due to the absence of the 1994 non-cash
amortization of deferred sales adjustment revenues
($13.1 million was amortized, evenly, and collected
in rates in 1994), by $3.0 million from the
recovery, through the Conservation Adjustment
Mechanism, of previously recorded and projected
conservation program costs mandated by the
Department of Public Utility Control, and by $0.2
million from pass-through charges for certain
expense changes, primarily a reduction in the rate
for revenue-based taxes. These increases were
partly offset by a decrease of $0.8 million
reflecting other pricing credits.
Wholesale "capacity" revenues decreased by $0.4
million in the first six months of 1995 compared to the
first six months of 1994. Wholesale "energy" revenues
are a direct offset by wholesale fuel expense.
Retail fuel and energy expenses decreased by $4.0
million in the first six months of 1995 compared to the
first six months of 1994. A decrease of $4.2 million
was due to improved nuclear power plant output: the
Seabrook nuclear power plant had a refueling outage in
the second quarter of 1994 while the Millstone 3
nuclear power plant (a much smaller source of
generation for the Company) had a refueling outage in
the second quarter of 1995. A decrease of $1.7 million
was due to lower retail kilowatt-hour sales. Other
fuel and energy expense increased by $1.9 million in
the first six months of 1995 compared to the first six
months of 1994, including $0.4 million of pass-through
charges.
Operating expenses for operations, maintenance and
purchased capacity charges (O,M&C) decreased by $5.0
million in the first six months of 1995 compared to the
first six months of 1994:
. Purchased capacity was $1.7 million higher due to
nine weeks of scheduled refueling outage at the
Connecticut Yankee nuclear plant in the first
quarter of 1995.
. Operation and maintenance decreased $6.6 million.
There was a $4.2 million reduction in nuclear power
plant costs: lower general expenses at the Seabrook
unit in the first quarter, and lower Seabrook unit
costs because of the refueling outage in the second
quarter of 1994, partly offset by higher costs at
Millstone Unit 3 reflecting the refueling outage in
the second quarter of 1995. Employment costs
decreased by $2.0 million, due primarily to the
Company's 1993 reorganization and early retirement
program that was phased-in over 1994.
Other amortization increased by $6.3 million (after-
tax) in the first six months of 1995 compared to the
first six months of 1994, due to commencement of the
amortization of Seabrook phase-in costs (deferred
return which was recorded and accumulated during the
period January 1, 1990 to December 31, 1993). The
annual amortization amount is $12.6 million after-tax
(equivalent, approximately, to a $23 million revenue
requirement) per year for five years beginning in 1995.
Other operating expenses increased in the first six
months of 1995 compared to the first six months of
1994, from higher depreciation expense and income
taxes.
-22-<PAGE>
<PAGE>
Interest charges decreased by $3.1 in the first six
months of 1995 compared to the first six months of 1994
as a result of the Company's refinancing program and
strong cash flows, which allow debt to be reduced.
Also, preferred stock capitalization increased and
total preferred dividends (net-of-tax) decreased
slightly as a result of the issuance of new preferred
securities by a limited partnership in which the
Company owns all of the general partnership interests
(minority interest in preferred securities) and the
redemption of higher cost preferred stock.
OUTLOOK
The Company expects 1995 quarterly earnings to follow
a similar pattern to that of 1994, with significantly
higher earnings in the third quarter when compared to
other quarters. Summer seasonal retail sales and
summer pricing are the predominant factors contributing
to this pattern. Additionally, for 1995, all fossil
generating unit overhaul and nuclear unit refueling
outage activity is currently scheduled to occur in the
non-summer quarters.
Revenues for all of 1995 will increase by $13.1
million compared to 1994 due to the completion of the
non-cash amortization of deferred sales adjustment
revenues ($13.1 million amortized and collected in
rates in 1994). Revenues for all of 1995 will also
increase as a result of approximately $6 million of
charges for recovery, through the Conservation
Adjustment Mechanism, of previously recorded and
projected conservation costs mandated by the
Connecticut Department of Public Utility Control.
The Company's financial condition will continue to be
dependent on the level of retail and wholesale sales.
The two primary factors that affect sales volume are
economic conditions and weather. Retail kilowatt-hour
sales decreased 2.9% for the first six months of 1995
compared to the first six months of 1994. The Company
believes that the sales decrease due to mild weather in
the first six months of 1995 compared to abnormally
severe weather experienced in the first six months of
1994 was greater than 2.9%, and that there was a small
but "real" (i.e. not attributable to abnormal weather)
sales increase for the first six months of 1995
compared to 1994. This belief is supported by a sales
increase of about 1% in April 1995 compared to April
1994, a month not noted for having weather affected
sales. (A "real" sales decrease was reported in the
first quarter of 1995 compared to the first quarter of
1994.) A return to "normal" weather over the remaining
six months of 1995 compared to the last six months of
1994 would have no overall impact on revenue. A real
1% kilowatt-hour sales growth over the remaining six
months of 1995 would increase revenues by $4.8 million
and sales margin (revenues less fuel expense and
revenue-based taxes) by $3.7 million.
The Company had also expected that higher generating
output from the nuclear units (earlier this year, there
was no planned outage for Seabrook in 1995) and lower
nuclear fuel prices would add $3-$4 million to sales
margin from lower fuel expense, if normal operating
assumptions were met. However, the excellent
availability of the Seabrook nuclear unit since its
1994 refueling outage has caused its next planned
refueling outage to be moved from early 1996 into the
fourth quarter of 1995, which will have the effect of
reducing 1995 earnings and increasing 1996 earnings.
Depending on how well the unit operates up to its
outage date, the previously estimated $3-$4 million
fuel expense savings could be reduced by as much as
$2.5 million, or $.10 per share. This latter amount is
being accrued during the year as the unit's fuel is
being used. The additional maintenance expense impact
of moving the planned refueling outage to 1995,
currently estimated to be about $3.5 million, or $.15
per share, will occur in the fourth quarter. Overall,
relative to previously estimated amounts, the Seabrook
unit performance and outage is expected to have a
negative impact on earnings in 1995 of about $.15-$.20
per share, but is expected to have an offsetting
positive earnings impact in 1996.
The Company's prospects for a $23-$25 million growth
in sales margin (see the "Outlook" section of the
Company's 1994 Annual Report on Form 10-K) have been
diminished by 1995 first half events. With no other
assumption changes, the sales margin results of the
first six months of 1995, and the impact of moving the
Seabrook refueling outage to 1995, have reduced that
expectation to $16-$18 million. If no kilowatt-hour
sales growth for 1995 materializes, sales margin growth
will be $12-$14 million. These sales margin increases
are being offset by the expected amortization of
Seabrook phase-in costs at $12.6 million after-tax
(equivalent, approximately, to a $23 million revenue
requirement) per year for five years beginning in 1995.
-23-<PAGE>
<PAGE>
Another major factor affecting the Company's
financial condition will be the Company's ability to
control expenses. Operation and maintenance expense
was previously expected to decline by several million
dollars in 1995 compared to 1994, due primarily to
lower maintenance costs at generating units, the full
impact of the Company's 1993 reorganization and early
retirement program, and other cost reduction efforts.
However, the maintenance expense associated with the
advanced Seabrook refueling outage will likely offset
most of those decreases.
As part of a new three-year agreement between the
Company and its union employees (the Bargaining Unit),
and in conjunction with the Company's cost savings
programs, a Bargaining Unit Voluntary Early Retirement
Program has been initiated and will result in a one-
time charge against income to be taken in late 1995 or
early 1996. Savings from the program should begin
accruing in the second quarter of 1996. The overall
agreement also resulted in the commitment, by the
Company and the Bargaining Unit, to a partnership to
improve efficiency, cost-effectiveness and the quality
of customer service through the development of a
flexible, multi-skilled, and highly trained workforce,
and to support the involvement of Bargaining Unit
employees in helping to streamline work processes to
yield maximum results at minimum costs while sustaining
quality customer service.
Anticipated depreciation expense and property taxes
should increase expenses by $3-$4 million in 1995 from
1994 levels.
The Company expects continued reductions in interest
expense from the 1994 level of $84 million to about $79-
$80 million at July 1995 interest rate levels. This
1995 interest expense level would be 30% below the 1989
level and would mark the sixth consecutive year of
interest expense decline.
-24-<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Shareholders of the
Registrant was held on May 17, 1995 for the purpose of
electing a Board of Directors for the ensuing year and
voting on the employment, by the Board of Directors, of
Coopers & Lybrand as the firm of independent public
accountants to audit the books and affairs of the
Registrant for the fiscal year 1995.
All of the nominees for election as Directors listed
in the Registrant's proxy statement for the meeting
were elected by the following votes:
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------------
VOTED VOTE
NOMINEE "FOR" "WITHHELD"
------- ----- ----------
<S> <C> <C>
Marc C. Breslawsky 12,072,685 150,931
David E.A. Carson 12,081,825 141,791
John F. Croweak 12,084,017 139,599
J. Hugh Devlin 12,092,434 131,182
John D. Fassett 12,083,437 140,179
Robert L. Fiscus 12,101,695 121,921
Richard J. Grossi 12,098,040 125,576
Betsy Henley-Cohn 12,096,528 127,088
John L. Lahey 12,066,763 156,853
F. Patrick McFadden, Jr. 12,087,385 136,231
Frank R. O'Keefe, Jr. 12,076,120 147,496
James A. Thomas 12,079,125 144,491
</TABLE>
The employment of Coopers & Lybrand as the firm of
independent public accountants to audit the books and
affairs of the Registrant for the fiscal year 1995 was
approved by the following vote:
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------------------
VOTED VOTED
"FOR" "AGAINST" ABSTENTIONS
----- --------- -----------
<C> <C> <C>
12,022,215 85,407 115,994
</TABLE>
-25-<PAGE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Table Item Exhibit
Number Number Description
---------- ------- -----------
<C> <C> <C>
(10) 10.10a Copy of Agreement, effective May 16,
1995, between The United
Illuminating Company and Local
470-1, Utility Workers Union of
America, AFL-CIO, superseding
Exhibit 10.10 1/.
(10) 10.10b Copy of Supplemental Agreement-Part-
Time Employees, effective May 16,
1995, between The United
Illuminating Company and Local
470-1, Utility Workers Union of
America, AFL-CIO.
(10) 10.15c* Copy of Second Amendment to
Employment Agreement, dated as of
June 1, 1995, between The United
Illuminating Company and Richard J.
Grossi, amending Exhibit 10.15a 2/.
(10) 10.16c* Copy of Second Amendment to
Employment Agreement, dated as of
June 1, 1995, between The United
Illuminating Company and Robert L.
Fiscus, amending Exhibit 10.16a 2/.
(10) 10.17c* Copy of Second Amendment to
Employment Agreement, dated as of
June 1, 1995, between The United
Illuminating Company and James F.
Crowe, amending Exhibit 10.17a 2/.
(12), (99) 12 Statement Showing Computation of
Ratios of Earnings to Fixed Charges
and Ratios of Earnings to Combined
Fixed Charges and Preferred Stock
Dividend Requirements (Twelve Months
Ended June 30, 1995 and Twelve
Months Ended December 31, 1994,
1993, 1992, 1991 and 1990).
(27) 27 Financial Data Schedule
* Management contract or compensatory plan or arrangement.
____________________
<FN>
1/ Filed with Annual Report (Form 10-K) for fiscal year ended
December 31, 1992.
2/ Filed with Quarterly Report (Form 10-Q) for fiscal
quarter ended September 30, 1990.
</TABLE>
(b) Reports on Form 8-K.
None
-26-<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE UNITED ILLUMINATING COMPANY
Date 08/10/95 Signature /s/ Robert L. Fiscus
------------- ---------------------------
Robert L. Fiscus
President and
Chief Financial Officer
-27-<PAGE>
<PAGE>
EXHIBIT INDEX
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Table Item Exhibit
Number Number Description Page No.
---------- ------- ----------- --------
<C> <C> <C>
(10) 10.10a Copy of Agreement, effective May
16, 1995, between The United
Illuminating Company and Local
470-1, Utility Workers Union of
America, AFL-CIO, superseding
Exhibit 10.10 1/.
(10) 10.10b Copy of Supplemental
Agreement-Part-Time Employees,
effective May 16, 1995, between
The United Illuminating Company
and Local 470-1, Utility Workers
Union of America, AFL-CIO.
(10) 10.15c* Copy of Second Amendment to
Employment Agreement, dated as of
June 1, 1995, between The United
Illuminating Company and Richard
J. Grossi, amending Exhibit
10.15a 2/.
(10) 10.16c* Copy of Second Amendment to
Employment Agreement, dated as of
June 1, 1995, between The United
Illuminating Company and Robert L.
Fiscus, amending Exhibit 10.16a 2/.
(10) 10.17c* Copy of Second Amendment to
Employment Agreement, dated as of
June 1, 1995, between The United
Illuminating Company and James F.
Crowe, amending Exhibit 10.17a 2/.
(12), (99) 12 Statement Showing Computation of
Ratios of Earnings to Fixed
Charges and Ratios of Earnings to
Combined Fixed Charges and
Preferred Stock Dividend
Requirements (Twelve Months Ended
June 30, 1995 and Twelve Months
Ended December 31, 1994, 1993,
1992, 1991 and 1990).
(27) 27 Financial Data Schedule
* Management contract or compensatory plan or arrangement.
____________________
<FN>
1/ Filed with Annual Report (Form 10-K) for fiscal year ended
December 31, 1992.
2/ Filed with Quarterly Report (Form 10-Q) for fiscal quarter
ended September 30, 1990.
</TABLE>
<PAGE>
<PAGE>
AGREEMENT
Between
THE UNITED ILLUMINATING COMPANY
And
LOCAL 470-1 OF THE
UTILITY WORKERS UNION OF AMERICA, AFL-CIO
May 16, 1995
<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE DESCRIPTION PAGE NO.
-----------------------------------------------------------------
<S> <C> <C>
Preamble 1
I Recognition 2
II Rates of Pay 2
III Overtime 6
IV Holidays 9
V Vacations 10
VI Sick Leave, Funeral Leave, and Leave of Absence 12
VII Hospital, Medical, Dental, and
Disability Insurance 13
VIII The United Illuminating Company
Pension Plan and The United
Illuminating Company Plan for
Employees' Disability Benefits 16
IX Safety 18
X Tools and Equipment 18
XI Seniority 18
XII Management 20
XIII Contracting Out Work 20
XIV Union Security 21
XV Deduction of Union Dues 21
XVI Bulletin Boards 22
XVII Grievance Procedure 23
XVIII Equal Employment Opportunity 24
XIX Governmental Regulations 25
XX Notices and Certifications 25
XXI Duration of Agreement 25
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NO.
---------------------------------------------------------------
<S> <C> <C>
I Schedule A 28
I Schedule B 31
II Principles of Seniority 35
III Statement with Respect to Maintenance
of Membership and Agency Shop
Provision in Company-Union Contract 43
IV Dues Deduction Authorization Form 44
V Blue Cross & Blue Shield of Connecticut
Century Preferred Plan 45
VI Statement of Mutual Understanding Between
the Union and the Company 50
Certificate Concerning Authorization
to Execute Foregoing Agreement 51
</TABLE>
<PAGE>
<PAGE>
AGREEMENT
Between
THE UNITED ILLUMINATING COMPANY
And
LOCAL 470-1 OF THE
UTILITY WORKERS UNION OF AMERICA, AFL-CIO
May 16, 1995
AGREEMENT entered into as of May 16, 1995, by and
between THE UNITED ILLUMINATING COMPANY, hereinafter
referred to as the "Company," and LOCAL 470-1 OF THE
UTILITY WORKERS UNION OF AMERICA, AFL-CIO, hereinafter
referred to as the "Union."
THIS AGREEMENT supersedes the agreement between
the parties dated May 16, 1992.
WHEREAS, the Union and its predecessors were on
August 13, 1942, April 6, l962, and July 11, 1973,
certified by the National Labor Relations Board as the
collective bargaining representative of certain of the
employees of the Company; and
WHEREAS, both parties recognize that in the
interests of public safety and the welfare of the
community, the Company must furnish an adequate and
uninterrupted supply of electricity; and
WHEREAS, both parties recognize the importance of
continually increasing productivity and efficiency in
providing electricity to the community at reasonable
rates; and
WHEREAS, it is the desire of both parties to
promote mutual confidence and understanding and to
provide an adequate and uninterrupted supply of
electricity;
NOW, THEREFORE, the parties agree as follows:
-1-<PAGE>
<PAGE>
ARTICLE I
RECOGNITION
SECTION 1. Pursuant to said certifications by the
National Labor Relations Board, the Company recognizes
the Union as the collective bargaining representative
of all of its employees, including the assistant
dispatcher, but excluding executives, supervisory
employees, watch engineers, line foremen, guards,
police, watchmen, technical employees, confidential
employees, private secretaries and persons having
access to corporate books and payrolls, dispatchers,
and receptionists directly connected with executive
offices, for the purpose of collective bargaining with
respect to rates of pay, wages, hours of employment,
and other conditions of employment.
SECTION 2. The term "employees" as used in this
Agreement shall refer only to employees of the Company
for whom the Union is the collective bargaining
representative, as provided in Section 1 of this
Article. The use of a masculine pronoun in this
Agreement shall be deemed to include the masculine and
feminine gender.
ARTICLE II
RATES OF PAY
SECTION 1. The parties accept and agree to an
occupational classification system which is
incorporated herein by reference, as set forth on
various sheets in which each occupational
classification is described, evaluated and classified
by grade, and collectively referred to as Exhibit I. A
list of maximum and minimum rates of pay for all
occupations is attached hereto and made a part hereof
and marked Schedule A. A list of the occupational
classifications now included in Exhibit I showing the
occupational code number and the grade of each such
occupational classification, is attached hereto and
made a part hereof and marked Schedule B.
SECTION 2. No occupational classification shall be
altered or modified unless changes in methods of
operation justify the establishment of a new job or the
reclassification of an existing job. When a new job is
established, or an existing job is reclassified, the
job shall be described, evaluated, and classified by
grade in accordance with the occupational
classification system. The Company will discuss the
change with the Union at least one week before the
change takes effect.
SECTION 3. Any employee who has satisfactorily
completed his probationary period, as described in
Section 4 of this Article, whose rate of pay is less
than the maximum rate of pay for his occupational
classification, shall receive an increase (other than
General or Promotional Increase) in his rate of pay of
thirty-six cents per hour (but not to a rate higher
than the maximum rate) effective on the first Sunday in
March and September respectively.
SECTION 4. Prior to employment on a regular basis, a
new employee will normally be required to serve a
probationary period which shall not exceed six months
and which ordinarily will not exceed three months.
-2-<PAGE>
<PAGE>
SECTION 5. (a) When an employee is promoted to a
higher occupational classification, he shall receive as
of the date of his promotion an increase in his rate of
pay according to the following schedule, or an increase
in his rate of pay to the maximum rate of pay of his
new occupational classification, whichever is smaller:
<TABLE>
<CAPTION>
Number
of Grades Cents Per Hour
Promoted Increase
-----------------------------
<S> <C>
1 Twenty-three
2 Thirty-two
3 Forty-one
4 or 5 Fifty
More than 5 Fifty-nine
</TABLE>
In the special case of an employee who is
receiving less than the minimum rate of pay of his new
occupational classification, the employee shall receive
as of the date of his promotion an increase in his rate
of pay to the minimum of that occupational
classification, or an increase in his rate of pay as
designated in this paragraph above, whichever is
greater. The provisions of this paragraph shall not
change an employee's scheduled increases as provided in
Section 3 of this Article.
If the promotional increase as set forth above
brings an employee's rate of pay to a rate 3 cents or
less below the maximum for his new occupational
classification, the employee's regular hourly rate of
pay will be increased to the maximum rate of pay for
his new occupational classification.
(b) Prior to promotion to a higher occupational
classification, an employee may be required to show
successful performance in the higher occupational
classification for a trial period not to exceed ninety
days; provided, however, that he shall receive an
increase in his rate of pay in accordance with
paragraph (a) effective upon the date of his assignment
to the higher occupational classification.
SECTION 6. (a) When a supervisor expressly assigns an
employee temporarily, except for training purposes, to
work in a higher classification for at least four hours
(including overtime hours) in any one day, the employee
shall receive temporary assignment pay for all hours
worked in that day. When a supervisor expressly
assigns an employee temporarily, except for training
purposes, to work in a higher classification for at
least sixteen hours (including overtime hours) in any
one week, the employee shall receive temporary
assignment pay for all hours worked in that week.
Temporary assignment pay shall be his regular hourly
rate increased according to the following schedule:
-3-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Grades Above
Regular Cents Per Hour
Classification Increase
---------------------------------
<S> <C>
1 Forty-one
2 or 3 Fifty-one
4 or 5 Sixty-one
More than 5 Seventy-one
</TABLE>
(b) No temporary assignment of more than 35 hours
per week shall continue more than six months, except in
unusual circumstances such as an assignment to a
project of limited duration or an assignment caused by
sickness, injury, or leave of absence.
(c) As soon as possible after the first of each
month, the Company shall furnish the Union with a list
of those employees temporarily assigned to a higher
occupational classification.
SECTION 7. Not less than five days prior to the
effective date on which an employee is changed from one
occupational classification to another, which change
results in a reduction in his rate of pay, the Company
shall notify the Union that it intends to make such
change.
SECTION 8. When an employee is changed from one
occupational classification to another, the Company
shall notify the Union of such change unless it shall
have given the notice required under Section 7 above or
Section 3, of Article XI.
SECTION 9. (a) The regular hourly rate of any
employee regularly scheduled to work rotating tours of
duty in connection with a job which normally must be
continuously covered 24 hours per day including
Saturdays, Sundays and holidays (hereinafter referred
to as a "rotating shift employee"), shall be increased
ten cents per hour for such time as he is so scheduled.
(b) When any rotating shift employee is regularly
scheduled to work sixteen hours or more (other than
overtime hours) on any night shift in any one week, his
regular hourly rate, as increased pursuant to paragraph
(a), will be further increased ninety-seven cents
(effective May 16, 1997, $1.02) per hour for that week
and this higher rate will be the basis of compensation
for that week. Night shift shall be construed to mean
all regular schedules starting at or between 10:00 P.M.
and 5:59 A.M.
(c) When any rotating shift employee is regularly
scheduled to work sixteen hours or more (other than
overtime hours) on any afternoon shift (or sixteen
hours consisting of eight hours on any afternoon shift
and eight hours on any night shift) in any one week,
his regular hourly rate, as increased pursuant to
paragraph (a), will be further increased eighty-six
cents (effective May 16, 1997, ninety-one cents) per
hour for that week and this higher rate will be the
basis of compensation for that week. Afternoon shift
shall be construed to mean all regular schedules
starting at or between 1:00 P.M. and 9:59 P.M. The
provisions of this paragraph shall not apply to any
employee who qualifies under the provisions of
paragraph (b).
-4-<PAGE>
<PAGE>
SECTION 10. (a) When any employee who is not a
rotating shift employee is regularly scheduled to work
sixteen hours or more (other than overtime hours) on
any night shift in any one week, his regular hourly
rate will be increased $1.02 (effective May 16, 1997,
$1.07) per hour for that week and this higher rate will
be the basis of compensation for that week. Night
shift shall be construed to mean all regular schedules
starting at or between 10:00 P.M. and 5:59 A.M.
(b) When any employee who is not a rotating shift
employee is regularly scheduled to work sixteen hours
or more (other than overtime hours) on any afternoon
shift (or sixteen hours consisting of eight hours on
any afternoon shift and eight hours on any night shift)
in any one week, his regular hourly rate will be
increased ninety-three cents (effective May 16, 1997,
ninety-eight cents) per hour for that week and this
higher rate will be the basis of compensation for that
week. Afternoon shift shall be construed to mean all
regular schedules starting at or between 1:00 P.M. and
9:59 P.M. The provisions of this paragraph shall not
apply to any employee who qualifies under the
provisions of paragraph (a).
SECTION 11. When an employee is required to work on
Sunday, he shall receive an additional $4.50 (effective
May 16, 1996, $4.60) (effective May 16, 1997, $4.70)
for each hour worked, and such additional amount shall
be deemed to be a part of such employee's regular
hourly rate for that day.
SECTION 12. Occupational classification shall not be
used by the Company to reduce rates of pay now
effective, except that the Company shall not be barred
from making appropriate adjustments in cases of
disabled employees.
SECTION 13. Whenever employees are required by the
Company to attend First Aid Meetings or classes of
instruction pertaining to new devices or equipment
adopted by the Company, the time spent at such meetings
shall be considered as hours worked and the pay for
such hours shall be computed in the same manner as
that for other hours worked.
SECTION 14. In the case of an employee entitled under
Section 9 or Section 10 of this Article to shift
premium for hours worked during the payroll period
immediately preceding such employee's vacation period,
a shift premium of fifteen cents per hour shall be
considered a part of such employee's regular hourly
rate for the purpose of computing the vacation pay to
which such employee may be entitled under Article V.
SECTION 15. Any employee assigned to Grade l under the
occupational classification plan whose normal duties
include assisting and instructing twelve or more
employees shall receive, in addition to any other pay
to which he may be entitled, seven cents for each hour
for which such employee is entitled to pay under this
Agreement.
SECTION 16. The Company will provide 48 hours notice
to any employee whose scheduled starting time or
quitting time is changed or whose scheduled day off is
changed or whose regular schedule is reinstated after
such a change. If 48 hours notice is not given, the
employee shall
-5-<PAGE>
<PAGE>
receive one and one-half times his regular hourly rate
during the first work period in the new schedule for
each of the first 8 hours worked which are outside of
his prior schedule, provided those hours otherwise
would have been paid at straight time. This provision
shall not apply to any employee who does not have a
regular schedule, to any employee's return to his
regular schedule within 48 hours of the original
change, or to any employee or employees who request the
change.
SECTION 17. An employee who is no longer able to do
satisfactorily the work in his regular occupational
classification because of his mental or physical
condition shall receive either the regular hourly rate
he was receiving at the time of his disability or the
regular hourly rate of any occupational classification
to which he may be assigned, the work in which he is
then able to do, whichever rate is higher.
SECTION 18. For the purposes of this Article, each
cent per hour shall be construed to mean forty cents
per week for those employees who are paid by the week.
SECTION 19. Whenever Operating Department employees
are assigned to work on other utilities' properties
under the Utilities Mutual Assistance Program, one and
one-half times the regular hourly rate shall be paid
for all hours of travel time or work time provided such
hours otherwise would have been paid at straight time.
SECTION 20. When the travel distance between an
employee's home and his temporary work location is
greater than the travel distance between his home and
his regular work location and he is authorized to
provide his own transportation, he shall be paid
mileage at a rate determined by the Company for the
additional distance and shall be reimbursed for
additional tolls.
SECTION 21. (a) The regular hourly rate for all Line
Group Leaders, Line Trouble Shooters, and Line Workers
First Class subject to the Company's procedures
governing the use of rubber gloves on lines and
equipment energized at voltages in excess of 5,000
volts shall be increased by a differential in the
amount of fifty cents for each hour worked.
(b) The regular hourly rate for all Line Workers
Second Class who have completed 18 months of service as
a Line Worker Second Class and who have successfully
completed the "Rubber Gloving Training Program" shall
be increased by a differential in the amount of fifty
cents for each hour worked.
ARTICLE III
OVERTIME
SECTION 1. One and one-half times the regular hourly
rate shall be paid to all employees for hours worked in
excess of forty hours in any one week, exclusive of any
hours worked on a holiday, for which payment is to be
made in accordance with the provisions of Article IV.
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<PAGE>
SECTION 2. One and one-half times the regular hourly
rate shall be paid to all employees for hours worked
over eight hours in any one day, exclusive of any hours
worked on a holiday, for which payment is to be made in
accordance with the provisions of Article IV.
SECTION 3. Overtime rates of pay shall not be applied
more than once to any particular hour worked.
SECTION 4. An employee required to report for work
outside of and not contiguous to his regularly
scheduled work week shall receive a minimum payment
equivalent to four and one-half times his regular
hourly rate. An employee called in to work before the
beginning of his regular work day and who is required
to stop work less than two hours immediately preceding
his regular work day or who is called in to work less
than two hours immediately following his regular work
day shall receive compensation in such cases based upon
continuous time from the beginning of the overtime
period until his regular starting time and from the end
of his regular work day to the time the employee
finally stops work, but in no event less than four and
one-half times his regular hourly rate.
The Company shall continue to assign overtime work
as far in advance as is practicable. If an overtime
work assignment, which is outside of and not contiguous
to an employee's regularly scheduled work week, is
canceled by less than twelve hours' notice to the
employee prior to the start of the work, he shall
receive two hours' pay at his regular hourly rate.
SECTION 5. For work outside of and not contiguous to
the regular schedule of hours, the Company will either
provide a meal or pay a meal allowance of $7.00
(effective May 16, 1997, $7.25) for the first two
consecutive hours of such work assigned with less than
12 hours' notice, and an additional meal or meal
allowance of $7.00 (effective May 16, 1997, $7.25) for
every five consecutive hours of such work thereafter.
For work outside of and not contiguous to the
regular schedule of hours, the Company will either
provide a meal or pay a meal allowance of $7.00
(effective May 16, 1997, $7.25) for the first l0
consecutive hours of work assigned with at least twelve
hours' notice, and an additional meal or meal allowance
of $7.00 (effective May 16, 1997, $7.25) for every five
consecutive hours of such work thereafter.
For work contiguous to the regular daily schedule
of hours, the Company will either provide a meal or pay
a meal allowance of $7.00 (effective May 16, 1997,
$7.25) for the first 10 consecutive hours of work, and
an additional meal or meal allowance of $7.00
(effective May 16, 1997, $7.25) for every five
consecutive hours of work thereafter.
One-half hour paid meal time will be provided to
any employee who is entitled to a meal or a meal
allowance under Section 5 and who works at least two
hours, either outside of and not contiguous to the
regular schedule of hours, or outside of and contiguous
to the regular daily schedule of hours.
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SECTION 6. When an employee, not having at least four
hours' notice, is required to work between midnight and
8:00 A.M. and his regular daily schedule of hours
starts between 6:00 A.M. and 9:00 A.M., he shall be
entitled to a rest period at the beginning of his
regular daily schedule of hours equal to the number of
hours worked between midnight and 8:00 A.M., up to five
hours maximum, with pay at his regular hourly rate.
The Company may permit an employee to take his rest
period at any time during his regular daily schedule of
hours. If the employee is required to work during all
or part of such rest period, he shall receive
additional pay for those hours worked, at his regular
hourly rate. The provisions of this Section shall be
in place of and not cumulative with the provisions of
Article III, Section 4 and Article III, Section 7;
provided, however, the employee may choose to be paid
in accordance with Article III, Section 4 instead of in
accordance with the provisions of this Section, but he
may not be paid under both Sections, and any hours
worked between midnight and 8:00 A.M., which are the
basis for any claim for compensation under this
Section, shall not be deemed to be hours worked for the
purpose of Article III, Section 7.
SECTION 7. (a) An employee required to work for an
"extended work period," as hereinafter defined, shall
during such period be entitled to additional pay, as
hereinafter specified, in addition to being paid at his
regular hourly rate for all hours worked during such
period. By definition, an employee shall be deemed to
be in an "extended work period" as of any moment if,
but only if, he worked at least l6 hours during the 20
hours immediately preceding such moment. The
additional pay for such period shall be determined as
follows:
(1) For such of the first 8 hours of such
extended work period, he shall be paid
additional pay at his regular hourly rate.
(2) For all hours worked during such extended
work period after the first 8 hours thereof,
he shall be paid additional pay at one and
one-half times his regular hourly rate.
Hours qualifying for payment under the
provision of this subsection (a)(2) shall not
be deemed to be hours worked for the purposes
of computing overtime payable under the
provisions of Article III (except that such
of those hours as fall within his regularly
scheduled work week shall be counted in
determining the forty hours referred to in
Section 1 of Article III) or for the purpose
of determining premium pay for holiday hours
worked under the provisions of Section 3, of
Article IV.
(b) In addition, upon the completion of any
extended work period, an employee shall be entitled to
a rest period of 8 hours immediately following such
extended work period and shall be paid at his regular
hourly rate for such of said 8 hours as fall within his
regular daily schedule of hours. For the purposes of
this subsection (b), the regular daily schedule of
hours shall be deemed to apply on regular days off,
holidays, and vacation days.
SECTION 8. In any week during which a holiday occurs,
or in any week during which an employee is absent due
to a bona fide illness, extreme fatigue owing to
previous overtime work, jury duty, or an authorized
personal absence for Union business, hours worked
(exclusive of any
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<PAGE>
hours worked on a holiday for which payment is to be
made in accordance with the provisions of Article IV),
which would have qualified under the other provisions
of this Agreement for the overtime rate of one and
one-half times the regular hourly rate had such holiday
or such absence not occurred, shall be paid for at such
overtime rate.
SECTION 9. The Company will endeavor to distribute
overtime work fairly among the qualified employees,
having in mind employees' availability and willingness
to respond promptly to calls for emergency work.
SECTION 10. Any employee who works on each of seven
consecutive days in any one calendar week will receive
two times his regular hourly rate for all hours worked
on his second scheduled day off during that week,
provided such hours otherwise would have been paid at
one and one-half times his regular hourly rate.
ARTICLE IV
HOLIDAYS
SECTION 1. The following shall be deemed to be
holidays and the word "holiday" as used herein shall
refer only to such holidays:
New Year's Day Labor Day
Martin Luther King's Day Columbus Day
Washington's Birthday Veterans Day (effective November 1996)
Good Friday Thanksgiving Day
Memorial Day Friday after Thanksgiving
Independence Day Christmas Day
When a holiday falls on Sunday, the following
Monday shall be deemed to be the holiday in its stead,
except that, for those employees whose regularly
scheduled work week includes that Sunday, the holiday
will be observed on Sunday. When a holiday falls on
Saturday, the preceding Friday shall be deemed to be
the holiday in its stead, except that, for those
employees whose regularly scheduled work week includes
that Saturday, the holiday will be observed on
Saturday.
SECTION 2. Any employee who is not required to work on
a holiday shall be paid at his regular hourly rate for
those hours of the holiday which fall within his
regularly scheduled work week.
SECTION 3. (a) In addition to the pay specified in
Section 2 of this Article, any employee who is required
to work on a holiday shall be paid at one and one-half
times his regular hourly rate for all holiday hours
worked within his regularly scheduled work week, he
shall be paid at twice his regular hourly rate for all
holiday hours worked outside his regularly scheduled
work week, and he shall be paid an additional one-half
of his regular hourly rate for all holiday hours worked
in excess of eight. Hours worked on a holiday shall
not be considered in computing overtime pay.
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An employee required to report for work on a holiday
shall receive a minimum payment equivalent to four and
one-half times his regular hourly rate.
(b) Any employee who is required to work on
December 25th shall be paid at twice his regular hourly
rate for all hours worked.
SECTION 4. Any employee who is regularly scheduled to
work eight hours or more per day on each of two or more
Saturdays and/or Sundays per month and who is regularly
scheduled to work on the average forty hours or more
per week shall receive pay at his regular hourly rate
for eight hours for each holiday which occurs on his
day of relief, provided that on his last scheduled day
before or on his first scheduled day after the holiday
he works his regularly scheduled hours.
SECTION 5. In the event that a holiday falls during an
employee's vacation period, he shall receive an
additional day off at a time that is mutually agreeable
to the Company and the employee and that frequently
will not adjoin the regular vacation period.
ARTICLE V
VACATIONS
SECTION 1. During each calendar year the Company will
grant vacations with pay as follows:
(a) Six weeks to each employee whose period of
continuous service as of the end of the preceding
calendar year equaled or exceeded 34 years, for
which vacation the employee will receive the
equivalent of 240 times his regular hourly rate,
subject to the provision, however, that the six
weeks will not ordinarily be scheduled in one
continuous period.
(b) Five weeks to each employee (except an employee
covered by the provisions of subsection (a) above)
whose period of continuous service as of the end
of the preceding calendar year equaled or exceeded
24 years, for which vacation the employee will
receive the equivalent of 200 times his regular
hourly rate, subject to the provision, however,
that the five weeks will not ordinarily be
scheduled in one continuous period.
(c) Four weeks to each employee (except an employee
covered by the provisions of subsections (a) or
(b) above) whose period of continuous service as
of the end of the preceding calendar year equaled
or exceeded 14 years, for which vacation the
employee will receive the equivalent of 160 times
his regular hourly rate, subject to the provision,
however, that the four weeks will not ordinarily
be scheduled in one continuous period.
(d) Three weeks to each employee (except an employee
covered by the provisions of subsections (a), (b),
or (c) above) whose period of continuous service
as of the end of the preceding calendar year
equaled or exceeded 5 years, for which vacation
the employee will receive the equivalent of 120
times his regular hourly rate, subject to the
provision, however, that the three weeks will not
ordinarily be scheduled in one continuous period.
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(e) Two weeks to each employee (except an employee
covered by the provisions of subsections (a), (b),
(c), or (d) above) who is on the payroll on or
before May 1 of the preceding calendar year and
continuously thereafter until the end of the
preceding calendar year, for which vacation the
employee will receive the equivalent of 80 times
his regular hourly rate.
(f) One week to each employee who was employed after
May 1 but on or before November 1 of the preceding
calendar year and who was continuously on the
payroll thereafter until the end of the preceding
calendar year, for which vacation the employee
will receive the equivalent of 40 times his
regular hourly rate.
(g) Except for an employee who is entitled to six
weeks' vacation pursuant to subsection (a) above,
one additional week to each employee who is at
least 62 years of age as of the end of the
preceding calendar year, for which week the
employee will receive the equivalent of 40 times
his regular hourly rate.
SECTION 2. Consideration will be given where possible
to the wishes of the employees in determining the time
of their vacations, but the final decision as to an
employee's vacation period will rest exclusively with
the Company.
SECTION 3. If during any calendar year conditions have
made it impossible for the Company to grant to any
employee all or part of his vacation, such employee
will receive, in addition to his regular pay,
compensation at his regular hourly rate for such part
of the vacation as the Company was unable to grant.
SECTION 4. In the event that the Company finds it
necessary to postpone the scheduled vacation of any
employee and is unable to assign him another vacation
period which is suitable to him, he shall receive
vacation pay in accordance with the provisions of
Section 3 of this Article.
SECTION 5. In the event any employee is sick at the
time his vacation is scheduled to begin, the Company
shall upon request of such employee grant a later
vacation period within the calendar year if it is
practicable to do so. If the Company is unable to
grant a later vacation or if such later vacation is not
suitable to the employee, he shall receive vacation pay
in accordance with the provisions of Section 3 of this
Article.
SECTION 6. In the event an employee is called in from
vacation for emergency work, he shall be paid, in
addition to his vacation pay as set forth in Section l
of this Article, twice his regular hourly rate for all
hours worked during his vacation, but in no event shall
the employee receive less than the equivalent of eight
hours' pay at his regular hourly rate for each time he
is called in for such emergency work.
SECTION 7. Upon the termination of an employee's
services with the Company, voluntarily or otherwise, he
shall be paid any vacation pay not previously paid to
him which would, except for
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<PAGE>
such termination, be payable to him during the then
current calendar year. Upon the death of an employee,
any vacation pay payable to him hereunder shall be paid
to such employee's then surviving spouse, if any,
otherwise to such employee's estate.
SECTION 8. If termination is due to retirement, the
employee shall also be paid an amount equivalent to the
vacation pay that would, except for such retirement,
have been payable to him during the calendar year
immediately following the year of his retirement,
except that it shall be paid pro-rata based on the
number of completed months of employment during the
calendar year in which he retired.
SECTION 9. Notwithstanding any other provision in this
Article, a full-time employee who terminates employment
with at least one year of continuous service and who is
subsequently reemployed by the Company as a full-time
employee will be credited with the amount of employee's
pre-break service for the purpose of computing the
employee's vacation eligibility under Section 1 hereof,
effective one year after the employee's rehire.
ARTICLE VI
SICK LEAVE, FUNERAL LEAVE, AND LEAVE OF ABSENCE
SECTION 1. (a) When any employee is absent from work
due to sickness and satisfies the Company that such
absence from work is warranted, the Company will pay
such employee at his regular hourly rate for such hours
of absence within his regularly scheduled work week,
subject to the limitation that hours for which such pay
is allowed shall not aggregate more than 40 for any
calendar year, provided, however, that up to l60 hours'
unused sick allowance may be accumulated and will be
used before the 40 hours of sick allowance for the
current year. The provisions of this Article shall not
affect any Sickness Disability Benefits to which the
employee may be entitled under "The United Illuminating
Company Plan for Employees' Disability Benefits."
(b) During each calendar year, with the prior
authorization of the supervisor, the Company will grant
to employees who are not shift workers, as defined in
Section 1 (c) of this Article, eight hours of personal
paid absence in lieu of eight of the aggregate of forty
hours of absence due to sickness in Section 1 (a) of
this Article. The employee must have at least eight
hours of unused sick time available to him to take a
paid personal day, may not take paid personal time in
increments of less than eight hours, and may not
accumulate unused personal time from year to year.
(c) During each calendar year, with the prior
authorization of the supervisor, the Company will grant
to shift workers whose schedule includes an afternoon
or evening start time twenty-four hours of personal
paid absence in lieu of twenty-four of the aggregate of
the forty hours of absence due to sickness in Section 1
(a) of this Article. The employee must have at least
twenty-four hours of unused sick time available to him
to take three paid personal days, may not
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<PAGE>
take paid personal time in increments of less than
eight hours, and may not accumulate unused personal
time from year to year.
SECTION 2. (a) When any employee is absent from work
due to the death of his spouse, child, foster child, or
parent (or step-parent in lieu of parent), the Company
will pay such employee at his regular hourly rate for
such hours of absence within his regularly scheduled
work week, up to a maximum of 40 hours.
(b) When any employee is absent from work due to
the death of his brother, sister, or parent-in-law, the
Company will pay such employee at his regular hourly
rate for such hours of absence within his regularly
scheduled work week, up to a maximum of 24 hours.
(c) When any employee is absent from work due to
the death of his grandparent or grandchild, the Company
will pay such employee at his regular hourly rate for
such hours of absence within his regularly scheduled
work week, up to a maximum of 8 hours.
(d) When an employee is absent from work in order
to serve as a pallbearer for another employee, the
Company will pay such employee at his regular hourly
rate for such hours of absence within his regularly
scheduled work week, up to a maximum of 4 hours.
SECTION 3. Leaves of absence without pay not to exceed
two weeks in any contract year shall be granted upon
the request of the Union, to not more than three
members of the Union, provided the absence of the
employees selected by the Union shall not in the
opinion of the Company interfere with the Company's
operations or cause undue hardship to other employees.
SECTION 4. A leave of absence without pay or any other
benefits shall be granted upon the request of the Union
to enable not more than one employee to serve as a
Union representative. Upon reinstatement at the
termination of the Leave of Absence, the time spent on
the Leave of Absence shall be added to the employee's
Classification Seniority and Company Service for
seniority purposes. Such time shall not be included in
his years of service or of employment for any other
purpose, including vacations, pensions, or sickness
disability benefits, but the Leave of Absence shall not
constitute a break in "continuous" service so as to
result in a loss of previously accrued years of service
or of employment for any purpose, including vacations,
pensions, or sickness disability benefits.
SECTION 5. When an employee is required to be absent
from work to serve as a juror, the Company will pay
such employee the difference between his jury pay and
his regular hourly rate for such hours of absence
within his regularly scheduled work week.
ARTICLE VII
HOSPITAL, MEDICAL, DENTAL AND DISABILITY INSURANCE
SECTION 1. From May 16, 1995 to December 31, 1995,
the Company will pay the premiums for the following
coverages for all employees and their eligible
dependents:
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(a) Blue Cross & Blue Shield of Connecticut Century
2000 Plan (to be administered in accordance with
the requirements of Blue Cross & Blue Shield's
Managed Benefits program);
(b) Comprehensive Dental Expense Plan, with a calendar
year maximum of $2,500 per person (including
orthodontic treatment), a lifetime maximum of
$5,000 per person (excluding orthodontic
treatment), a lifetime maximum of $1,500 per
person for orthodontic treatment, and a calendar
year deductible of $75 per covered person;
(c) Long Term Disability Plan.
The Company shall have the right to replace any of
the existing plans with another plan which will provide
the same benefits. The Company will inform the Union
prior to changing an existing plan with any other plan.
SECTION 2. From May 16, 1995 to December 31, 1995,
each employee who has elected the option of enrolling
in a qualified Health Maintenance Organization in lieu
of the plan described in clause (a) of Section 1 above,
and who is enrolled in such qualified Health
Maintenance Organization as of May 15, 1995, shall
continue such coverage through December 31, 1995, if
available. For employees who have elected such option,
the Company will pay monthly for the following month's
coverage for such employee the entire charge for the
optional coverage. However, the Company's contribution
toward such payment shall not be greater than the
amount of the equivalent premium which the Company
would have paid for such insured plans if the employee
had not elected the optional coverage. If the payment
required for the employee's participation in the
optional coverage is greater than the amount the
Company contributes, the Company shall deduct from the
employee's pay, on the first payday following the
receipt of a written authorization for such purpose
from the employee, the additional amount required for
full payment for the optional coverage.
Each new employee shall elect at the time of
hiring coverage under either the plans provided in
clause (a) of Section 1 above or optional coverage, to
be effective in either event according to the
enrollment provision of each such coverage.
SECTION 3. From May 16, 1995 to December 31, 1995,
the schedule of prescription drug co-payments and
annual maximums for the Blue Cross & Blue Shield
Connecticut Century 2000 Plan shall be as follows:
<TABLE>
<CAPTION>
Co-Payment Annual
Plan Per Prescription Maximum
----------------------------------------------------
<S> <C> <C>
Blue Cross/Blue Shield $3.00 $500
</TABLE>
To the extent the following Health Maintenance
Organization plans continue to be available and offered
by the Company, the schedule of prescription drug co-
payments and annual maximums for such plans shall be as
follows:
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<TABLE>
<CAPTION>
Co-Payment Annual
Plan Per Prescription Maximum
-------------------------------------------------------
<S> <C> <C>
Constitution HealthCare $3.00 $ 800
Community Health Care Plan $3.00 $2,000
Physicians' Health Services $3.00 $1,000
</TABLE>
SECTION 4. Effective January 1, 1996, the Company will
make available to employees the Blue Cross & Blue
Shield of Connecticut Century Preferred Plan providing
the hospital and medical benefits set forth in Exhibit
V, which is attached hereto and made a part hereof.
The Company will pay 95% of the cost of the premiums
(94% effective January 1, 1997, and 93% effective
January 1, 1998) for such coverage for all employees
and their eligible dependents, if any, and employees
shall pay the remaining premium costs for themselves
and their eligible dependents, if any.
SECTION 5. Effective January 1, 1996, the Company
shall have the right to replace the health insurance
plan described in Section 4 with a substitute plan that
provides benefits comparable to, but not identical to,
the overall level of benefits described on Exhibit V.
For purposes of this section, overall comparability
shall be determined without regard to (a) any changes
in the identity of the carrier, (b) any differences in
plan provisions concerning the administration of
benefits and procedures for obtaining reimbursement for
services, and (c) any differences based on a one-for-
one comparison of specific benefits in the substitute
plan and those listed on Exhibit V, it being recognized
by the parties that differences in benefits offered for
specific services do not necessarily render plans
materially dissimilar on a comprehensive basis and that
the intent of this section is to ensure only that any
substitute plans adopted by the Company approximate
prior plans without a material change in the overall
level of benefits provided to employees and their
eligible dependents. The Company will solicit the
input of the Union prior to adopting a substitute plan
under this section, and will allow for Union
representation on any committee formed for the purpose
of reviewing the provisions of any substitute plans
considered by the Company.
SECTION 6. Effective January 1, 1996,
(a) The Company will pay 95% of the cost of the
premiums (94% effective January 1, 1997 and 93%
effective January 1, 1998) for a Comprehensive
Dental Expense Plan for all employees and their
eligible dependents, if any, which plan will
provide a calendar year maximum of $2,500 per
person (including orthodontic treatment), a
lifetime maximum of $5,000 per person (excluding
orthodontic treatment), a lifetime maximum of
$1,500 per person for orthodontic treatment, and a
calendar year deductible of $75 per covered
person. Employees shall pay the remaining premium
cost for themselves and their eligible dependents,
if any.
(b) The Company will pay the premiums for a Long Term
Disability Plan for all employees.
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(c) The Company shall have the right to replace any of
the existing plans in Section 6(a) and (b) with
another plan which will provide the same benefits.
The Company will inform the Union prior to
changing an existing plan with any other plan.
SECTION 7. Effective January 1, 1996, each employee
shall have the option of enrolling in a qualified
Health Maintenance Organization, if available, in lieu
of the plan described in Section 4 above. If an
employee elects such option, and if the cost of the
premiums for such optional coverage is less than the
cost of the plan described in Section 4, the Company
will pay 95% of the premium costs (94% effective
January 1, 1997 and 93% effective January 1, 1998) for
such optional coverage for the employee and his
eligible dependents, if any, and the employee shall pay
the remaining premium costs for himself and his
eligible dependents, if any. If the cost of the
premiums for such optional coverage exceeds the cost of
the plan described in Section 4, the Company will pay
an amount equal to the amount it otherwise would have
paid under Section 4 for such employee and his eligible
dependents had the employee not elected optional
coverage, and the employee shall pay the remaining
premium costs for himself and his eligible dependents,
if any.
Each new employee shall elect at the time of
hiring coverage under either the plan provided in
Section 4 above or optional coverage, to be effective
in either event according to the enrollment provisions
of each such coverage.
For other employees, optional coverage shall
become effective only on January 1st of each year.
Each employee shall notify the Company prior to
December 1st of the preceding year of his intention to
elect optional coverage. Such optional coverage shall
continue from year to year thereafter unless the
employee notifies the Company prior to December 1st of
any year of his intention to return to the plan
provided in Section 4 above as of January 1st.
SECTION 8. The employee's share of the premium costs
for the coverage described in Section 4, 6(a), and 7
above shall be deducted from the employee's pay on a
weekly basis, commencing on the first payday following
the effective date of coverage, provided the Company is
in receipt of a written authorization for such purpose
from the employee.
SECTION 9. The coverages described in Section 1, 2, 3,
4, 6(a), and 7 above shall be made available to
employees in accordance with and subject to the
provisions of the Company's "BENEFLEX Plan," as it may
change from time to time.
ARTICLE VIII
THE UNITED ILLUMINATING COMPANY PENSION PLAN AND
THE UNITED ILLUMINATING COMPANY PLAN FOR
EMPLOYEES' DISABILITY BENEFITS
SECTION 1. The Company will take such action as may be
appropriate to make modifications to The United
Illuminating Company Pension Plan as may be necessary
to comply with applicable laws and to obtain the
approval of the U.S. Treasury Department.
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<PAGE>
SECTION 2. The Company will take such action as may be
appropriate and obtain the approval of the U.S.
Treasury Department to amend The United Illuminating
Company Pension Plan to change the definition of
Quantity C to the Employee's Average Annual Earnings
from the Company during the three years during which
his earnings from the Company were the highest.
SECTION 3. The Company will take such action as may be
appropriate and obtain the approval of the U.S.
Treasury Department to amend The United Illuminating
Company Pension Plan to change the Quantity C maximum
from $24,000 to $25,000 for each employee retiring on
or after May 16, 1995.
SECTION 4. The Company shall maintain The United
Illuminating Company Plan for Employees' Disability
Benefits.
SECTION 5. The Company will take such action as may be
appropriate and obtain the approval of the U.S.
Treasury Department to amend The United Illuminating
Company Employee Savings Plan (the "401(k) Plan") to
provide as follows:
(a) Commencing January 1, 1996, the Company will
contribute to the 401(k) Plan or, if the parties
agree, to The United Illuminating Company Employee
Stock Ownership Plan (the "ESOP") shares of
Company stock in an amount equal to one-half of
one percent (.50%) for each one percent (1.0%) of
an employee's gross wages, up to six and one
quarter percent (6.25%) of such gross wages, which
the employee elects to have withheld from his or
her wages and paid into the 401(k) Plan, subject
to applicable limits under the Internal Revenue
Code. The maximum matching contribution shall be
three and one-eighth percent (3.125%) of an
employee's wages and will be in the form of
Company stock;
(b) Commencing January 1, 1997, the Company will
contribute to the 401(k) Plan or, if the parties
agree, to the ESOP shares of Company stock in an
amount equal to one-half of one percent (.50%) for
each one percent (1.0%) of an employee's gross
wages, up to six and one half percent (6.50%) of
such gross wages, which the employee elects to
have withheld from his wages and paid into the
401(k) Plan, subject to applicable limits under
the Internal Revenue Code. The maximum matching
contribution shall be three and one-quarter
percent (3.25%) of an employee's wages and will be
in the form of Company stock;
(c) Commencing January 1, 1998, the Company will
contribute to the 401(k) Plan or, if the parties
agree, to the ESOP shares of Company stock in an
amount equal to one-half of one percent (.50%) for
each one percent (1.0%) of an employee's gross
wages, up to six and three quarters percent
(6.75%) of such gross wages, which the employee
elects to have withheld from his wages and paid
into the 401(k) Plan, subject to applicable limits
under the Internal Revenue Code. The maximum
matching contribution shall be three and three-
eighths percent (3.375%) of an employee's wages
and will be in the form of Company stock;
-17-<PAGE>
<PAGE>
(d) Commencing January 1, 1996, expenses associated
with the amendment, restatement, and
administration of the 401(k) Plan shall be paid
out of funds in the plan and allocated as
appropriate to plan participants.
ARTICLE IX
SAFETY
The Company will continue to make reasonable
regulations for the safety and health of its employees
during their hours of employment, and the Union agrees
that it will direct its members to use the protective
devices, wearing apparel and other equipment provided
by the Company for the protection of employees from
injury. The Union also agrees that it will encourage
its members to report promptly conditions in the
Company's plant that might be dangerous to employees
and the public and to do all in their power to make
Company property and equipment safe, sanitary and
dependable.
ARTICLE X
TOOLS AND EQUIPMENT
The Company shall furnish all proper and necessary
tools which the Company requires an employee to use in
the performance of his duties. When tools and
equipment are furnished by the Company to an employee,
he shall be responsible for their return in good
condition (ordinary wear and tear excepted), and shall
pay to the Company the cost of any tools lost or
carelessly damaged.
ARTICLE XI
SENIORITY
SECTION 1. The selection of employees to fill
vacancies in occupational classifications and to be
laid off or rehired shall be in accordance with the
principles of seniority set forth in a certain document
entitled "Principles of Seniority," which document,
having been agreed to by the parties, is attached
hereto and made a part hereof and marked Exhibit II;
PROVIDED, HOWEVER, no employee shall be entitled
hereunder to assignment to any occupational
classification for which he is not qualified as
hereinafter provided. An employee shall be considered
qualified for assignment to an occupational
classification if, (a) he has the ability and training
necessary for the efficient performance of the work
called for therein, (b) his performance has been
satisfactory and his attitude cooperative, and (c) he
has no infirmity which would result in such assignment
being dangerous to himself or to others or their
property.
SECTION 2. Temporary reassignment of personnel and
work to meet emergency conditions will be made by the
Company whenever necessary without consideration of the
"Principles of Seniority."
-18-<PAGE>
<PAGE>
SECTION 3. Not less than 7 days prior to the effective
date on which the Company proposes to promote an
employee into or to fill a vacancy in an occupational
classification, within Grades 1 to 8 inclusive or
Grades E to K inclusive, for which the Union is the
collective bargaining representative as provided in
Article I, Section 1, or to place an employee on trial
preparatory to such promotion, the Company shall post
on the bulletin boards of departments affected the name
of the employee and the position for which he has been
selected. When an employee has been passed over for
such promotion or trial, either the employee, or the
Union with the employee's written consent, may, at any
time prior to the effective date of such promotion or
trial, request that the Company state in writing its
reasons for not selecting him. At least three days
prior to the proposed date of posting, the Company
shall notify the appropriate Union Official of the name
of the employee and the position for which he has been
selected. If the Union Official so requests, prior to
the posting of the notice, the Company shall postpone
the posting until the seventh day after notification to
the Union Official.
In the event the Union wishes to protest the
selection of such employee for the promotion or trial
under consideration, the Union may submit its protest
in writing as a grievance directly to a Board of Review
in accordance with the provisions of Article XVII,
Section 2(c) at any time prior to the effective date of
such proposed promotion or trial, and said Board of
Review shall be convened not more than five days after
the grievance is submitted.
If such protest is filed by the Union, the
employee selected by the Company may be temporarily
assigned to the occupational classification in question
pending the settlement of the grievance.
SECTION 4. If, during the term of this Agreement and
pursuant to the provisions of Paragraph 5 (or pursuant
to the provisions of clause (b) of the second from the
last sentence of Paragraph 2) of the above-mentioned
"Principles of Seniority," any full-time regular
employee is demoted or transferred from his regular
occupational classification, as the result of being
excess in such regular occupational classification, to
another occupational classification in a lower grade,
then, in such event and subject to the following
limitations and provisions, such employee's new
occupational classification shall, only for the
purposes of determining such employee's regular hourly
rate and the scheduled, promotional and temporary
assignment increases for which such employee may be
eligible under Sections 3, 5 and 6, respectively, of
Article II hereof and of determining any general
increase for which such employee may be eligible during
the term hereof, be treated as though it were in the
grade in which his regular occupational classification
is:
(a) The provisions of this Section 4 shall apply to an
employee only so long as he is satisfactorily
performing the duties of such new occupational
classification.
(b) If an employee is selected to fill a vacancy in
any occupational classification for which he had
on file at the time of such demotion or transfer a
then effective request for transfer under the
provisions of Paragraph 3 of the above-mentioned
"Principles of Seniority," the
-19-<PAGE>
<PAGE>
provisions of this Section 4 shall not thereafter
apply to such employee, except with respect to
subsequent demotions or transfers covered hereby.
(c) If an employee, having requested assignment to one
of the Company's line schools, is selected for
such assignment, the provisions of this Section 4
shall not thereafter apply to such employee,
except with respect to subsequent demotions or
transfers covered hereby.
(d) An employee then receiving the benefits of this
Section 4 may be selected, without regard to the
provisions of Paragraph 2 of the above-mentioned
"Principles of Seniority," to fill a vacancy in
any occupational classification in the grade of
such employee's regular occupational
classification, if such employee has greater
Company Service than the employee who would
otherwise be selected to fill such vacancy, and if
he is then able to do the work. In the event of
such selection, the provisions of this Section 4
shall not thereafter apply to such employee,
except with respect to subsequent demotions or
transfers covered hereby.
ARTICLE XII
MANAGEMENT
Except as otherwise provided in this Agreement,
nothing in this Agreement shall be deemed to limit the
Company in any way in the exercise of the regular and
customary functions of management, including, among
other things, the direction of the working forces; the
establishment of methods of operation; the promotion
and demotion of employees; the establishment of plans
for increased efficiency; the adoption and maintenance
of engineering standards and standards of performance
and quality; the right to hire, suspend or discharge
for proper cause; the right to select or employ
supervisory employees, including foremen and their
assistants; the right to transfer or relieve from duty
because of lack of work; the right to determine from
time to time the number of hours worked per day and per
week; and the right to establish and enforce rules and
regulations pertaining to personal conduct and
deportment of employees. The provisions of this
Article shall not be used arbitrarily or capriciously
as to any employee or for the purpose of discriminating
in any manner against the Union or its members.
ARTICLE XIII
CONTRACTING OUT WORK
SECTION 1. The Company will not contract out any work
which its employees are capable of performing by virtue
of their work in their respective occupational
classifications, except in cases of emergency,
necessity, peaks of work, or special projects creating
a temporary need for substantial additional manpower
and/or equipment, or in those instances when the use of
contractors will increase efficiency, ensure
reliability of service, or reduce costs; and in no
event will the Company contract out any work which its
employees are then performing if the
-20-<PAGE>
<PAGE>
contracting out of such work would directly result in
the layoff of the employees performing such work.
SECTION 2. If the Company proposes to contract out any
work which its employees are capable of performing by
virtue of their work in their respective occupational
classifications, the Company will notify the Union of
the proposed work and will state its reasons for
contracting it out. Such notice will be given either
in advance of the commencement of the work or, in an
emergency, within a reasonable time thereafter.
ARTICLE XIV
UNION SECURITY
SECTION 1. The Company agrees that those employees who
are members of the Union as of the effective date of
this Agreement, or who hereafter become members of the
Union, shall remain members of the Union in good
standing as a condition of employment. An employee
shall be deemed to have maintained Union membership in
good standing if he shall have tendered the periodic
dues uniformly required as a condition of acquiring or
retaining Union membership.
SECTION 2. Employees may withdraw from membership in
the Union during the fifteen-day period between October
8 and October 22 inclusive in each calendar year
hereafter, and as of October 22 in each calendar year
the Union shall furnish the Company with a notarized
list of its members in good standing as of that date.
The Union agrees that neither it nor any of its
officers or members will intimidate or coerce employees
into joining the Union or continuing their membership
therein.
SECTION 3. As a condition of employment, all employees
hired on or after June 8, 1962, shall, from and after
the time of employment on a regular basis, and all
employees who hereafter resign from the Union in
accordance with the provisions of Section 2, shall,
from and after the time of resignation, pay to the
Union the amount of dues payable by Union members.
SECTION 4. On October 8 in each calendar year
hereafter, the Company shall post upon Company bulletin
boards a notice in the form attached hereto and marked
Exhibit III.
ARTICLE XV
DEDUCTION OF UNION DUES
SECTION 1. The Company agrees that upon the individual
written request of any employee in the form attached
hereto and marked Exhibit IV, it will on the first
regular payday in the month following receipt of such
written request and on the first regular payday in
every month thereafter deduct such amount as the
President of the Union shall from time to time certify
to the Company as being the monthly dues which have
been established as payable in accordance with the
Constitution and By-Laws of the Union, provided such an
amount is owing to said employee on
-21-<PAGE>
<PAGE>
said first regular payday of the month, and provided
further that said employee has worked for the Company
at least five days during the month immediately
preceding said payday. The President of the Union
shall from time to time notify the Company of the
proper amount to be deducted hereunder as Union dues of
said employee, and shall certify that such deduction
has been authorized in accordance with the Constitution
and By-Laws of the Union.
SECTION 2. The sums of money so deducted shall be paid
by the Company to the Financial Secretary of the Union,
who shall give the Company receipts therefor. It shall
be the duty of the Union to certify to the Company in
writing in a manner reasonably satisfactory to the
Company the name and address of said Financial
Secretary and any changes in that office. Each receipt
signed by said Financial Secretary shall constitute a
complete release and discharge of the Company as to any
sums covered in said receipt.
SECTION 3. All written requests of the employees
referred to in Section 1 of this Article shall
terminate automatically upon the termination of this
Agreement, and any such written request shall be
revocable at any time as to future deductions by
written notice by the employee to the Company.
SECTION 4. The Union agrees to indemnify and save
harmless the Company for any sums which the Company is
required to pay as the result of a claim that the sums
of money herein referred to have been illegally
deducted.
SECTION 5. On or before October 15th of each year, the
Company will furnish the Union with a list of employees
for whom it has Dues Deduction Authorization Forms as
of September 30th.
ARTICLE XVI
BULLETIN BOARDS
The Company will permit the reasonable use by the
Union of the regular bulletin boards of the Company for
the purpose of notifying members of the Union of:
1. Meetings of the Union,
2. Union elections,
3. Social, educational or recreational
affairs of the Union.
No such notice shall contain any wording or
implication critical of the Company or its policies or
of any other person or organization. Each such notice
shall be submitted to and approved by the Company
before being posted.
-22-<PAGE>
<PAGE>
ARTICLE XVII
GRIEVANCE PROCEDURE
SECTION 1. There shall be a Grievance Committee
consisting of five employees selected by the Union, all
of whom must have been employees of the Company for at
least two years. There shall be at least one member of
the Grievance Committee from each of the three major
departments, that is, Generation, Distribution and
Treasury Departments. The Union will certify to the
Company in writing the names of the employees selected
by the Union to serve as the Grievance Committee and
will certify to the Company in writing any changes
which may be made in the membership of the Grievance
Committee.
SECTION 2. During the life of this Agreement there
shall be no strike, slowdown, suspension or stoppage of
work in any part of the Company's operations by
employees or any employee, nor any lockout by the
Company in any part of the Company's operations.
Should any differences arise between the Company and
the Union or its members, an earnest effort shall be
made to settle such differences in the following
manner:
(a) First, within thirty days of the occurrence of the
incident leading to the difference, between the
employee or employees involved and his or their
immediate supervisor, or between a steward
selected by the Union to represent the employee or
employees and said supervisor.
(b) If the grievance is not adjusted with the
supervisor within seven days, then within ten days
thereafter the individual employee or group of
employees may take the matter up directly with the
Management, or the grievance may be reduced to
writing and signed by the employee or employees
and a member of the Grievance Committee and then
taken up by the Grievance Committee with the
appropriate department head.
(c) If the grievance is not adjusted with the
department head within three days, then within ten
days thereafter either party may submit notice of
the grievance in writing to a Board of Review
composed of four representatives of the Management
and four representatives of the Union by mailing
same in accordance with the provisions of Article
XX. Said Board may, by a majority vote, either
finally dispose of the matter or submit it to
arbitration under such terms as it may determine.
The Company shall, within twelve days after the
meeting of the Board at which a grievance is
submitted, and upon which agreement is reached,
send the Union a written statement of the
disposition of such grievance.
(d) If any grievance involving an interpretation of
the meaning of the provisions of this Agreement is
not adjusted within twelve days after the meeting
of the Board of Review at which the grievance is
submitted, then within thirty days thereafter
either party may submit such grievance to an
arbitration board. The Company and the Union
shall each appoint a representative to such board
and the two representatives so appointed shall
select a third arbitrator. In the event that no
agreement is reached upon the third arbitrator,
either
-23-<PAGE>
<PAGE>
representative may request the American
Arbitration Association to select the third
arbitrator. The decision of a majority of the
arbitration board shall be rendered within 90 days
after the conclusion of the hearing and the filing
of briefs, and shall be final and binding. Each
party shall pay the fee and expenses of its own
representative on the arbitration board, and each
shall pay one-half of the fee and expenses of the
third arbitrator.
(e) Within said thirty-day period of subsection (d),
either party may appeal to the Federal Mediation
and Conciliation Service for mediation and
conciliation, but such mediation and conciliation
shall not be a cause for delay of such
arbitration.
(f) Any grievance not taken to the next step within
the time limit may be deemed to be settled, unless
the parties mutually agree in writing to extend
the time limit for a particular step.
(g) In determining the time limits herein, Saturdays,
Sundays and holidays shall be excluded.
SECTION 3. In order for a suspension, discipline,
layoff or discharge case to be considered a grievance,
it must be taken up with the Company not more than five
days after the date of the suspension, discipline,
layoff or discharge complained of. In case of such
grievance, the Union shall have the right to submit it
directly to a Board of Review in accordance with the
provisions of Section 2(c) and said Board of Review
shall be convened not more than five days after the
grievance is submitted.
SECTION 4. The question of whether or not the Company
shall pay the employee back pay for the period covered
by such suspension, discipline, layoff or discharge if
such suspension, discipline, layoff or discharge shall
ultimately be held to have been wrongful may be
considered as part of the grievance.
SECTION 5. When considering an employee's prior record
for the purpose of determining the penalty to be
applied in a current disciplinary action, any previous
offense more than three years old shall be ignored if
it did not result in disciplinary suspension, and the
weight to be accorded any other previous offense shall
depend on the remoteness of such other offense and on
the nature of the employee's record since then.
ARTICLE XVIII
EQUAL EMPLOYMENT OPPORTUNITY
SECTION 1. The Company and the Union endorse the
principles and objectives of the state and federal
equal employment opportunity laws. Both the Company
and the Union will cooperate affirmatively to ensure
that the terms and conditions of this Agreement will be
administered without discrimination in regard to race,
color, religious creed, age, sex, national origin,
ancestry, marital status, sexual orientation,
disability, and veteran status. The Company and the
Union will
-24-<PAGE>
<PAGE>
also provide reasonable accommodations for qualified
employees with a disability in accordance with
applicable law.
SECTION 2. There shall be an Equal Employment
Opportunity Committee consisting of three
representatives of the bargaining unit designated by
the Union and three representatives of the Company
designated by the Company. The Committee shall meet
periodically as needed (but not less than twice each
year) to discuss the administration of the Agreement
pursuant to Section 1 above.
ARTICLE XIX
GOVERNMENTAL REGULATIONS
If any provision of this Agreement shall be
rendered invalid by operation of law, the remainder of
this Agreement shall remain in full force and effect.
ARTICLE XX
NOTICES AND CERTIFICATIONS
All notices and certifications shall be deemed to
have been fully and completely served or made by the
Company when sent by registered mail addressed to Gary
J. Brooks, President, Local 470-1 of the Utility
Workers Union of America, AFL-CIO, P.O. Box 1497, New
Haven, Connecticut 06506, and by the Union when sent by
registered mail to Albert N. Henricksen, Vice
President, Administration, The United Illuminating
Company, P.O. Box 1564, New Haven, Connecticut 06506-
0901, unless either party hereto shall have substituted
by written notice a different name or address at least
five days before any such notice or certification is
mailed.
ARTICLE XXI
DURATION OF AGREEMENT
SECTION 1. This Agreement shall be effective as of May
16, l995. It shall remain in effect through May 15,
1998, and shall thereafter be renewed automatically for
yearly periods from year to year until canceled in
accordance with the provisions of Section 3 of this
Article.
SECTION 2. All General Increases provided for in this
Agreement shall be effective on the Sunday nearest the
effective date of this Agreement or the anniversary
thereof, as set forth in Exhibit I, Schedule A, and all
General Increases provided for in any successor
agreement shall be effective on the Sunday nearest the
effective date of such successor agreement or the
anniversary thereof, regardless of whether the nearest
Sunday precedes or follows the effective date of any
such successor agreement or the anniversary thereof.
-25-<PAGE>
<PAGE>
SECTION 3. At least sixty days but not more than
seventy days before each annual renewal date commencing
May 16, l998, either party shall submit to the other
party in writing notice of its desire to terminate or
modify this Agreement, together with any proposed
amendments or revisions to this Agreement. Not later
than forty-five, nor more than sixty days prior to said
renewal date, representatives of the Company and the
Union shall meet to consider such proposed amendments
or revisions. In the absence of such notification of
cancellation, this Agreement shall be automatically
renewed for yearly periods from year to year with such
changes and amendments, if any, as have been agreed
upon prior to the last date on which notice of
cancellation of this Agreement could have been given.
SECTION 4. In the event of a consolidation or merger,
or in the event of the sale of the Company's
operations, the Company shall require any successor
corporation or purchaser to assume the terms and
conditions of this Agreement with respect to all of the
employees of the Company who are in the bargaining unit
at the time of such consolidation, merger or sale.
-26-<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement at New Haven, Connecticut, this 26th day of
July, l995.
LOCAL 470-1 OF THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO
By: Gary J. Brooks, President
Kevin J. Kerrigan, Executive Vice President
Attest: Vincent P. Fiumidinisi, Vice President - Generation
Joseph W. Rydzy, Vice President - Distribution
Carol G. Goldie, Vice President - Customer Services/
Finance & Accounting
Joseph A. Orsini, Recording Secretary, Local 470-1
THE UNITED ILLUMINATING COMPANY
By: Albert N. Henricksen, Vice President Administration
David W. Hoskinson, Vice President Generation
Robert H. Hyde, Vice President Customer Services
Raymond G. Dube, Vice President Transmission & Distribution
James L. Benjamin, Controller
Robert A. Nastri, Director Labor/Industrial Relations
William J. Manniel, Senior Labor/Industrial Relations Specialist
Approved: Leo Sheehan, National Representative
U.W.U.A., AFL-CIO
-27-<PAGE>
<PAGE>
EXHIBIT I
SCHEDULE A
Effective May l4, l995
WEEKLY RATES OF PAY FOR
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
GRADE MINIMUM MAXIMUM
------------------------------------------------
<S> <C> <C>
A $299.60 $378.00
B 304.80 401.20
C 364.00 432.40
D 430.80 500.80
E 467.60 543.60
F 500.00 576.00
G 538.80 620.80
H 576.80 662.00
I 621.60 709.60
J 665.60 757.60
K 728.40 825.60
</TABLE>
HOURLY RATES OF PAY FOR
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
GRADE MINIMUM MAXIMUM
------------------------------------------------
<S> <C> <C>
1 $19.71 $22.09
2 18.95 21.34
3 18.24 20.56
4 17.27 19.50
5 16.24 18.49
6 15.37 17.50
7 14.48 16.59
8 13.79 15.82
9 11.84 15.17
10 11.36 14.54
11 10.93 14.05
12 10.63 13.68
13 10.36 13.33
</TABLE>
-28-<PAGE>
<PAGE>
EXHIBIT I
SCHEDULE A
Effective May l9, l996
WEEKLY RATES OF PAY FOR
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
GRADE MINIMUM MAXIMUM
------------------------------------------------
<S> <C> <C>
A $302.40 $381.60
B 308.00 405.20
C 367.60 436.80
D 435.20 506.00
E 472.40 549.20
F 505.20 581.60
G 544.00 627.20
H 582.40 668.80
I 628.00 716.80
J 672.40 765.20
K 735.60 834.00
</TABLE>
HOURLY RATES OF PAY FOR
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
GRADE MINIMUM MAXIMUM
------------------------------------------------
<S> <C> <C>
1 $19.91 $22.31
2 19.14 21.55
3 18.42 20.77
4 17.44 19.70
5 16.40 18.67
6 15.52 17.68
7 14.62 16.76
8 13.93 15.98
9 11.96 15.32
10 11.47 14.69
11 11.04 14.19
12 10.74 13.82
13 10.46 13.46
</TABLE>
-29-<PAGE>
<PAGE>
EXHIBIT I
SCHEDULE A
Effective May 18, l997
WEEKLY RATES OF PAY FOR
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
GRADE MINIMUM MAXIMUM
------------------------------------------------
<S> <C> <C>
A $308.40 $389.20
B 314.00 413.20
C 374.80 445.60
D 444.00 516.00
E 482.00 560.00
F 515.20 593.20
G 554.80 639.60
H 594.00 682.00
I 640.40 731.20
J 686.00 780.40
K 750.40 850.80
</TABLE>
HOURLY RATES OF PAY FOR
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
GRADE MINIMUM MAXIMUM
------------------------------------------------
<S> <C> <C>
1 $20.31 $22.76
2 19.52 21.98
3 18.79 21.19
4 17.79 20.09
5 16.73 19.04
6 15.83 18.03
7 14.91 17.10
8 14.21 16.30
9 12.20 15.63
10 11.70 14.98
11 11.26 14.47
12 10.95 14.10
13 10.67 13.73
</TABLE>
-30-<PAGE>
<PAGE>
EXHIBIT I
SCHEDULE B
OCCUPATIONAL CLASSIFICATIONS
<TABLE>
<CAPTION>
OCCUPATIONAL TITLE CODE NO.
------------------------------------------------------
<S> <C>
Administrative Clerk..........................1583 - D
Administrative Secretary......................1581 - G
Administrative Stenographer...................1582 - E
Assistant Unit Operator.......................6065 - 3
Barge Unloader Operator.......................6530 - 5
Building Maintenance Repairer and Painter.....6720 - 6
Building Services Working Leader..............3767 - 4
Cable Splicer First Class.....................7940 - 3
Cable Splicer Second Class....................7945 - 7
Chemistry Helper..............................5711 -10
Chemistry Helper A............................5712 - 7
Chemistry Technician..........................5713 - 5
Chief Clerk - Purchasing......................3340 - H
Chief Mechanic................................762l - 2
Chief Meter Services Clerk....................8460 - H
Chief Stockhandler............................3540 - 6
Clerical Assistant............................1961 - B
Clerk - Audit, Controls and Reports...........2020 - G
Clerk - Construction and Maintenance Records..8l25 - I
Clerk - Control...............................1995 - H
Clerk - Customer Information..................1997 - F
Clerk - Customer Records "A"..................2000 - E
Clerk - Customer Records "B"..................2002 - D
Clerk - Customer Records, Junior..............2003 - C
Clerk - Customer Services.....................9557 - E
Clerk - Fuel and Generation Records...........5429 - G
Clerk - General-Meter Reading.................1940 - E
Clerk - Invoice...............................3350 - D
Clerk - Maps and Records......................4783 - G
Clerk - Maps and Records Senior...............4784 - H
Clerk - Order.................................3360 - E
Clerk - Production Records....................5428 - E
Clerk - Record ...............................3380 - C
Clerk - Relief................................2005 - I
Clerk - Requisition...........................3390 - E
Clerk - Sales Tax.............................1998 - F
</TABLE>
-31-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
OCCUPATIONAL TITLE CODE NO.
----------------------------------------------------------
<S> <C>
Clerk - Special Bill..............................2015 - F
Clerk - Special Bill, Senior......................2016 - G
Clerk - Stores Control............................3550 - D
Clerk - Typist II.................................5030 - E
Clerk - Underground...............................8070 - H
Clerk - Work In Progress..........................7265 - F
Control Clerk - Stores............................3534 - E
Cost Analyst......................................3255 - J
Credit & Collection Representative................1971 - F
Customer Relations Field Representative...........7270 - K
Customer Service Center Representative "A"........7291 - H
Customer Service Center Representative "B"........7292 - G
Customer Service Office Representative............2563 - G
Customer Service Office Senior Representative.....2561 - H
Customer Service Office Special Representative....2562 - G
Data Entry Operator...............................2440 - D
Data Entry Operator - Senior......................2445 - E
Distribution Administrative Clerk.................7255 - E
Distribution Administrative Clerk Senior..........7256 - G
Distribution Painter..............................8170 - 7
Distribution Repairer and Painter.................8635 - 6
Drafter...........................................4865 - J
Drafting Clerk....................................4875 - D
Driver Boom Operator..............................3667 - 7
Driver Equipment Operator.........................8035 - 6
Electrical Maintenance Working Leader.............5973 - 1
Final Collection Administrative Representative....1981 - I
Fuel Handling Working Leader......................6515 - 4
Fuel Handling Working Leader (BHS)................6516 - 3
Garage Attendant..................................7690 -12
Garage Mechanic First Class.......................7650 - 3
Garage Mechanic Helper............................7670 - 9
Garage Mechanic Second Class......................7660 - 6
Garage Parts & Repair Mechanic....................7680 - 7
Gate Tender.......................................6660 - D
General Meter Services Clerk......................8456 - E
Glove Lab Technician..............................7745 - 7
Instruments & Controls Helper B...................5770 -10
Instruments & Controls Repair Technician..........5790 - 5
Instruments & Controls Technician.................5735 - 7
Junior Cost Analyst...............................3134 - G
Junior Drafter....................................4880 - H
</TABLE>
-32-<PAGE>
<TABLE>
<CAPTION>
OCCUPATIONAL TITLE CODE NO.
--------------------------------------------------------
<S> <C>
Junior Field Technician I.......................4940 - H
Junior Field Technician II......................4980 - I
Lead Data Entry Operator........................2447 - G
Line Group Leader...............................7810 - 1
Line Trouble Shooter............................7800 - 2
Line Utility Worker.............................7741 - 6
Line Worker First Class.........................7770 - 2
Line Worker Second Class........................7780 - 6
Line Worker Second Class........................7781 - 6
Line Worker Third Class.........................7790 - 9
Mechanic First Class............................6400 - 3
Mechanic Helper.................................6410 - 6
Mechanic Third Class............................6415 - 9
Mechanical Maintenance Working Leader...........6455 - 1
Meter Reader....................................2735 - 10
Meter Reader Outlying Area......................2745 - 9
Meter Re-Reader.................................2755 - 9
Meter Services Inventory Controller/Installer...8405 - 8
Meter Services Working Leader...................8385 - 2
Meter Tester and Installer First Class..........8380 - 3
Meter Tester and Installer Second Class.........8440 - 5
Meter Tester and Installer Third Class..........8400 - 8
Meter Tester and Repairer First Class...........8420 - 6
Meter Tester and Repairer Second Class..........8410 - 9
Office Maintenance Helper I.....................3764 - 10
Office Maintenance Helper II ..................3765 - 8
Office Maintenance Specialist...................3766 - 6
Office Support Services Clerk I.................2377 - C
Office Support Services Clerk II................2378 - D
Operations Apprentice...........................6751 - 11
Operator Ash & Waste Water Systems..............6063 - 5
Operator - Fuel Handling........................6518 - 7
Operator - Fuel Handling - BHS..................6520 - 6
Operator - Slag & Screen House..................6061 - 8
Painter.........................................8640 - 7
Plant Accounting Data Control Clerk.............3125 - H
Plant Chemistry Analyst.........................5714 - 3
Plant ECS Maintenance Specialist................6046 - 6
Plant ECS Working Leader........................6045 - 4
Power Plant Systems Control Tech................5750 - 3
Purchasing Inquiry Clerk........................3365 - E
Records Audit Clerk.............................3130 - G
</TABLE>
-33-<PAGE>
<TABLE>
<CAPTION>
OCCUPATIONAL TITLE CODE NO.
--------------------------------------------------------------
<S> <C>
Records Clerk.........................................1607 - F
Records Control Clerk.................................8455 - H
Reproduction Center Operator..........................1602 - E
Report Distribution/Help Desk Clerk...................1608 - F
Senior Administrative Assistant.......................1606 - H
Senior Clerk - Collection.............................1972 - H
Senior Clerk Customer Services........................9560 - F
Senior Clerk - Final Collections......................1980 - H
Senior Clerk - Stores Control.........................3630 - E
Senior Cost Analyst...................................3260 - K
Senior Drafter........................................4851 - K
Senior Drafting Clerk.................................4876 - F
Senior Stores Analyst.................................3533 - I
Services Technician...................................7540 - I
Special Collection Analyst............................1977 - G
Station Electrician Helper - Maintenance..............5950 -10
Station Electrician Maintenance.......................5970 - 3
Station Electrician Second Class - Maintenance........5940 - 6
Station Electrician Third Class - Maintenance.........5945 - 9
Stockhandler..........................................3660 - 8
Stores Analyst........................................3531 - G
Stores Working Leader.................................3535 - 4
Substation Electrician - Construction & Maintenance...8220 - 2
Substation Electrician Second Class...................8190 - 6
Substation Electrician Specialist.....................8260 - 1
Substation Electrician Third Class....................8195 - 9
Technical Stenographer................................5045 - G
Telephone Operator....................................7380 - E
Tool Repairer.........................................6413 - 6
Transformer/Cable Coordinator.........................5044 - H
Underground Inspector.................................7925 - 6
Underground Maintenance Worker "A"....................8040 - 7
Transformer/Cable Coordinator.........................5044 - H
Underground Inspector.................................7925 - 6
Underground Maintenance Worker "A"....................8040 - 7
Underground Maintenance Worker "B"....................8050 -10
Unit Operator.........................................6255 - 1
Utility Office Support Services Clerk.................1605 - D
Utility Operator......................................6256 - 1
Vacation Relief Operator..............................6253 - 1
</TABLE>
-34-<PAGE>
EXHIBIT II FOR ARTICLE XI
PRINCIPLES OF SENIORITY
Pursuant to the provisions of Section 1 of Article
XI of the current Agreement between the Company and the
Union, and subject to the proviso therein stated, the
following principles of seniority shall apply:
1. Each full-time regular and each full-time
temporary employee covered by said Agreement, upon
completion of his probationary period, shall accumulate
seniority of the following types:
(a) Classification Seniority based on the employee's
service in his current occupational
classification.
(b) Company Service based on the employee's service
with the Company.
2. Sequences of Promotion are hereby established
as set forth in certain charts attached hereto, made a
part hereof and hereinafter referred to as "said
charts." In selecting an employee to fill a vacancy in
any occupational classification, the principle of
seniority to be applied is as follows:
(a) In filling a vacancy in an occupational
classification forming a part of a Sequence of
Promotion, other than the lowest rated
occupational classification in such Sequence of
Promotion:
(i) Employees assigned to the same occupational
classification elsewhere in the Company
shall, upon request, receive first
consideration for filling such vacancy, on
the basis of Classification Seniority.
(ii) Employees assigned to the occupational
classification immediately preceding it in
such Sequence of Promotion shall receive
second consideration for filling such
vacancy, on the basis of Classification
Seniority.
(b) In filling a vacancy in the lowest rated
classification in any Sequence of Promotion or in
any occupational classification not forming a part
of a Sequence of Promotion:
(i) Employees assigned to the same occupational
classification elsewhere in the Company
shall, upon request, receive first
consideration for filling such vacancy, on
the basis of Classification Seniority.
(ii) Employees assigned to the Company-wide pool
and employees who have on file effective
requests for transfer to such occupational
classification shall receive second
consideration for filling such vacancy, on
the basis of Company Service.
-35-<PAGE>
<PAGE>
For purposes of this Paragraph 2, each laid-off
employee shall be considered as having on file an
effective request for transfer to each occupational
classification in which a vacancy occurs while he is
laid off.
In the case of any employee who (a) is no longer
able to do satisfactorily the work in his regular
occupational classification because of his mental or
physical condition, or (b) becomes an excess employee
in his regular occupational classification as a result
of the Company's having changed its methods or
equipment, such employee may, notwithstanding the
provisions of this Paragraph 2, be selected to fill a
vacancy in any occupational classification, the work in
which he is then able to do, if such employee has
greater Company Service than the employee who would
otherwise be selected to fill such vacancy. If the
employee declines an assignment to such an occupational
classification, he shall thereafter receive only the
regular hourly rate of the occupational classification
in which he is then working.
If a vacancy should occur in an occupational
classification at a time when one or more employees are
receiving the benefits of Section 4 of Article XI of
the current Agreement between the Company and the
Union, as the result of having been demoted or
transferred therefrom, as excess therein, to other
occupational classifications in lower grades, then,
notwithstanding the provisions of this Paragraph 2(a)
or 2(b), such employees shall receive first
consideration for filling the vacancy in such
occupational classification on the basis of their
respective Classification Seniorities in it at the time
of their respective demotions or transfers from it.
(c) Notwithstanding any other provision in these
Principles of Seniority, if a vacancy occurs in a full-
time Customer Service Center Representative "B"
classification for which Credit & Collection
Representatives are considered, part-time Customer
Service Center Representatives "A" and "B" shall be
considered, along with such Credit & Collection
Representatives, for filling the vacancy on the basis
of their Classification Seniority. For the purpose of
filling the aforesaid vacancy only, the Classification
Seniority for such part-time employees shall include
one-half of the employee's service as a part-time
Customer Service Center Representative "A" or "B," and
any prior full-time service as a Customer Service
Center Representative "A" or "B," provided there has
been no break in service. Thereafter, such employee's
Classification Seniority and Company Service for all
purposes (except for Article V and VIII) shall commence
on the date the part-time employee began full-time
service as a Customer Service Center Representative
"B."
3. An employee desiring transfer to a different
occupational classification or section must file with
his immediate supervisor in quadruplicate a written
request for transfer on a form to be provided by the
Company. The supervisor shall sign and return to the
employee one copy of the request for transfer, and the
Company shall send one copy to the Union. A request
for transfer shall be effective only with respect to
vacancies occurring more than 30 days after it is filed
with the employee's supervisor. An employee may not
have on file at any one time more than 25 effective
requests for transfer. An employee having on file a
request for transfer to any occupational classification
or section may at any time withdraw such request for
transfer by filing with his immediate supervisor a
written notice of withdrawal, but if prior to the
filing of such notice of withdrawal such employee shall
have been selected to fill a vacancy in such
occupational
-36-<PAGE>
<PAGE>
classification or section, such employee shall not be
eligible for one year thereafter to file another
request for transfer to such occupational
classification or section. Any employee transferred at
his own request shall not be eligible to request
another transfer for one year thereafter.
4. It is the mutual desire of the Company and the
Union that able employees should have the opportunity
to advance through the Sequences of Promotion.
Whenever normal advancement through any occupational
classification is blocked or seriously impaired by the
assignment thereto of employees who have proven
themselves unwilling to advance further, the Company
may, upon five days' notice to the Union, require such
employees to accept promotion or demotion, as
appropriate to the extent necessary to open such
occupational classification for normal advancement
through it. The provisions of this Paragraph 4, if
applied in any occupational classification, shall be
applied to the employees therein in the reverse order
of their Classification Seniority, i.e., first to the
employee with the least Classification Seniority. The
provisions of this Paragraph 4 shall not be so applied
as to require any employee to accept promotion or
demotion from the occupational classification to which
such employee is assigned as of the date hereof.
5. In the event that it is necessary at any time
for the Company to reduce the number of employees in
any occupational classification, the principle of
seniority to be applied is as follows:
(a) If there are excess employees in any occupational
classification other than one forming part of the
Company-wide pool as shown in said charts, the
excess employees in such occupational
classification having the least Classification
Seniority shall be demoted to the next lower
occupational classification in the applicable
Sequence of Promotion, if any, otherwise to the
Company-wide pool.
(b) If there are excess employees in those
occupational classifications forming the
Company-wide pool, the excess employees in such
occupational classifications shall be laid off in
the reverse order of their Company Service, i.e.,
the employee with the least Company Service first;
provided, however, (i) any such employee
identified for layoff shall be offered, in lieu of
layoff, the option of displacing an employee who
has fewer years of Company Service and who is then
the junior most employee (in terms of Company
Service) assigned to an entry level occupational
classification in a sequence or otherwise, the
work of which the senior employee is able to do,
in which case the displaced employee shall be
demoted to the Company pool and shall be subject
to layoff in accordance with the provisions of
this Paragraph 5, and (ii) no employee with six
years (ten years effective May 16, 1997) or more
of Company Service shall be laid off under the
provisions of this subparagraph (b), but any such
employee who would, except for this proviso, be
laid off may be transferred by the Company to any
other occupational classification in which a
vacancy then exists and the work in which he is
then able to do, without regard to the provisions
of Paragraph 2 hereof.
(c) Any employee laid off during the term of the
current Agreement between the Company and the
Union under the provisions of subparagraph (b) of
this Paragraph 5 shall have the option of electing
at any time within fourteen days after such
layoff, by written notice
-37-<PAGE>
<PAGE>
addressed to the Company's Human Resources
Department, 157 Church Street, New Haven, CT 06506-
0901, to receive, in lieu of all other rights as a
laid-off employee, a separation allowance. In the
event such employee elects to receive a separation
allowance, such separation allowance shall be in
an amount equal to eighty hours' pay at his
regular hourly rate (or two week's pay at his
regular weekly rate, as the case may be) plus an
additional forty hours' pay at his regular hourly
rate (or an additional week's pay at his regular
weekly rate, as the case may be) for each full
year of his Company Service. Any employee
electing to receive a separation allowance
hereunder shall thereupon be deemed to have
resigned his employment with the Company for all
purposes and, if thereafter at any time
re-employed by the Company, shall be deemed to be
a "new" employee for all purposes. Laid-off
employees not electing to receive a separation
allowance hereunder shall be considered for recall
in the order of their Company Service. Notice of
recall shall be given by mailing, registered mail,
return receipt requested, a recall notice
addressed to the employee being recalled at his
most recent address as shown on the Company's
records. A copy of each such recall notice shall
be sent to the Union by the Company. The Company
shall not hire any new employee for assignment to
any occupational classification until all laid-off
employees then having Company Service and then
able to perform the work in such occupational
classification have been recalled to work.
6. In measuring an employee's Classification Seniority
and Company Service, the following rules shall apply:
(a) No period in excess of three months during which
an employee was absent from work because of
layoff, suspension or leave of absence without pay
(other than for sickness or injury) and no period
in excess of one year during which an employee was
absent from work because of leave of absence
without pay for sickness or injury shall be
included; provided, however, this exclusion shall
not apply in the case of military leaves of
absence if such employee applies for reinstatement
within the time limits specified under applicable
provisions of Federal or State law.
(b) An employee shall lose all Classification
Seniority and Company Service theretofore
accumulated if he:
(1) resigns or quits,
(2) is discharged for cause,
(3) is not recalled to work within one hundred
and four weeks after being laid off,
(4) fails to return to work from layoff within
the period designated in his recall notice,
or
(5) is absent from work for seven consecutive
days without proper notice, unless his
failure to give notice is excused by the
Company.
(c) If, in connection with a layoff or reduction in
the work force in any occupational classification,
an employee is demoted, he shall assume in the
occupational classification to which demoted, in
addition to such Classification Seniority as he
may previously have had
-38-<PAGE>
<PAGE>
in it, such Classification Seniority as he may
have accumulated in the occupational
classification or classifications from or through
which he is so demoted.
(d) An employee's Classification Seniority in an
occupational classification that is one of two or
more occupational classifications from all of
which direct promotions are normally made to
another occupational classification, as set forth
in the appropriate Sequence of Promotion, shall
include his Classification Seniority in all such
two or more occupational classifications.
(e) If two or more employees have equal Classification
Seniority, seniority as between those employees
shall be determined by comparing seniority in the
following categories consecutively until the tie
is broken:
(1) Classification Seniority in successively lower
occupational classifications, to the lowest
rated occupational classification in the
Sequence of Promotion.
(2) Company Service.
If seniority is still equal, the employee with the
lowest social security number shall be considered
senior.
7. For the purpose of applying subparagraphs (a)
and (b) of Paragraph 2 and subparagraphs (a) and (b) of
Paragraph 5, the corresponding departments in all
geographical areas shall be deemed to be merged and
shall be treated as single departments on a
Company-wide basis, and the corresponding Sequences of
Promotion in such corresponding departments shall be
deemed to be merged and shall be treated as single
Sequences of Promotion on a Company-wide basis;
provided, however, if the Company in connection with
assuming the operation of any utility plant or system
should employ persons theretofore employed by the
previous operator of such utility plant or system, the
provisions of this Paragraph 7 shall not apply to such
persons.
8. A Line Worker Second Class shall be deemed to
have satisfied clause (a) of Section 1 of Article XI,
and a vacancy in the occupational classification of
Line Worker First Class shall be deemed to exist for
that employee for the purpose of Section 1 of Article
XI, subject to the following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Line Worker Second Class for at least three
years.
(b) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the work orders and tasks in
the "Line Worker Second Class Manual," and any
subsequent revisions of the Manual which the
Company may issue from time to time.
-39-<PAGE>
<PAGE>
The Company shall establish training and
evaluation programs, provide the necessary personnel
and facilities, and permit participation by eligible
employees during normal working hours, but not to an
extent that will interfere with the Company's customary
operations.
9. A Mechanic Second Class shall be deemed to
have satisfied clause (a) of Section 1 of Article XI,
and a vacancy in the occupational classification of
Mechanic First Class shall be deemed to exist for that
employee for the purpose of Section 1 of Article XI,
subject to the following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Mechanic Second Class for at least four
years.
(b) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the tasks described in the
"Mechanic Second Class Manual," and any subsequent
revisions of the Manual which the Company may
issue from time to time.
The Company shall establish training and
evaluation programs, provide the necessary personnel
and facilities, and permit participation by eligible
employees during normal working hours, but not to an
extent that will interfere with the Company's customary
operations.
10. A Junior Cost Analyst shall be deemed to have
satisfied clause (a) of Section 1 of Article XI, and a
vacancy in the occupational classification of Cost
Analyst shall be deemed to exist for that employee for
the purpose of Section 1 of Article XI, subject to the
following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Junior Cost Analyst for at least twenty-four
months.
(b) The employee shall have satisfactorily met minimum
acceptable performance standards for every task
and demonstration set forth in the "Training
Demonstration & Evaluation Manual," and any
subsequent revisions of the Manual which the
Company may issue from time to time.
The Company shall establish training and
evaluation programs, provide the necessary personnel
and facilities, and permit participation by eligible
employees during normal working hours, but not to an
extent that will interfere with the Company's customary
operations.
11. A Substation Electrician 3rd Class shall be
deemed to have satisfied clause (a) of Section 1 of
Article XI, and a vacancy in the occupational
classification of Substation Electrician 2nd Class
shall be deemed to exist for that employee for the
purpose of Section 1 of Article XI, subject to the
following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Substation Electrician 3rd Class for at least
twelve months.
-40-<PAGE>
<PAGE>
(b) The employee shall have satisfactorily completed,
with a passing grade of 70% or better, all of the
required classroom topics set forth in the
"Substation Electrician Third Class Manual," and
any subsequent revisions to the Manual which the
Company may issue from time to time.
(c) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the work orders and tasks in
the "Substation Electrician Third Class Manual,"
and any subsequent revisions of the Manual which
the Company may issue from time to time.
A Substation Electrician 2nd Class shall be deemed
to have satisfied clause (a) of Section 1 of Article
XI, and a vacancy in the Occupational classification of
Substation Electrician - Construction and Maintenance
shall be deemed to exist for that employee for the
purpose of Section 1 of Article XI, subject to the
following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Substation Electrician 2nd Class for at least
four years.
(b) The employee shall have satisfactorily completed,
with a passing grade of 70% or better, all of the
required classroom topics set forth in the
"Substation Electrician Second Class Manual," and
any subsequent revisions to the Manual which the
Company may issue from time to time.
(c) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the work orders and tasks in
the "Substation Electrician Second Class Manual,"
and any subsequent revisions of the Manual which
the Company may issue from time to time.
12. A Chemistry Helper "B" shall be deemed to
have satisfied clause (a) of Section 1 of Article XI,
and a vacancy in the occupational classification of
Chemistry Helper "A" shall be deemed to exist for that
employee for the purpose of Section 1 of Article XI,
subject to the following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Chemistry Helper "B" for at least ninety
days.
(b) The employee shall have satisfactorily completed,
with a passing grade of 70% or better, all of the
required classroom topics set forth in the
"Training Program for Plant Chemistry Analysts:
Phase I--Chemistry Helper A," and any subsequent
revisions to the Program that the Company may
issue from time to time.
(c) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the demonstrations and tasks
in the "Formal Hands-on Training
-41-<PAGE>
<PAGE>
Program," and any subsequent revisions of the
Program that the Company may issue from time to
time.
A Chemistry Helper "A" shall be deemed to have
satisfied clause (a) of Section 1 of Article XI, and a
vacancy in the occupational classification of Chemistry
Technician shall be deemed to exist for that employee
for the purpose of Section 1 of Article XI, subject to
the following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Chemistry Helper "A" for at least twelve
months.
(b) The employee shall have satisfactorily completed,
with a passing grade of 70% or better, all of the
required classroom topics set forth in the
"Training Program for Plant Chemistry Analysts:
Phase II--Chemistry Technician," and any
subsequent revisions to the Program that the
Company may issue from time to time.
(c) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the demonstrations and tasks
in the "Formal Hands-on Training Program," and any
subsequent revisions of the Program that the
Company may issue from time to time.
A Chemistry Technician shall be deemed to have
satisfied clause (a) of Section 1 of Article XI, and a
vacancy in the Occupational classification of Plant
Chemistry Analyst shall be deemed to exist for that
employee for the purpose of Section 1 of Article XI,
subject to the following terms and conditions:
(a) The employee shall have performed satisfactorily
as a Chemistry Technician for at least four years.
(b) The employee shall have satisfactorily completed,
with a passing grade of 70% or better, all of the
required classroom topics set forth in the
"Training Program for Plant Chemistry Analysts:
Phase III--Plant Chemistry Analyst," and any
subsequent revisions to the Program that the
Company may issue from time to time.
(c) The employee shall have satisfactorily
demonstrated that he has the skills and knowledge
necessary to complete the demonstrations and tasks
in the "Formal Hands-on Training Program," and any
subsequent revisions of the Program that the
Company may issue from time to time.
The Company shall establish training and
evaluation programs, provide the necessary personnel
and facilities, and permit participation by eligible
employees during normal working hours, but not to an
extent that will interfere with the Company's customary
operations.
-42-<PAGE>
<PAGE>
EXHIBIT III FOR ARTICLE XIV
STATEMENT WITH RESPECT TO MAINTENANCE
OF MEMBERSHIP AND AGENCY SHOP PROVISION
IN COMPANY-UNION CONTRACT
Briefly, the maintenance of membership and agency
shop clause provides as follows:
1. If you are now a member of the Union in good
standing, or if you hereafter join the Union, you will
be required, as a condition of employment, to maintain
your good standing in the Union in accordance with the
terms of the Contract, unless, before (insert proper
date), you notify the Union in writing that you desire
to withdraw from membership. If you withdraw from
membership, you must continue to pay dues to the Union.
2. If you were hired prior to June 8, 1962, and
if you are not now a member in good standing, this
contract provision does not require that you join or
pay dues to the Union, but you are free to join or not
to join, or to pay dues or not pay dues, as you wish.
3. If you were hired on or after June 8, 1962,
you are free to join or not join the Union as you wish,
but you must pay dues to the Union whether you join or
not.
4. If you have any question as to whether you are
now a member of the Union, or wish to be informed as to
whether the Union regards you as a member, inquire of
an appropriate Union or Company official.
-43-<PAGE>
<PAGE>
EXHIBIT IV FOR ARTICLE XV
DUES DEDUCTION AUTHORIZATION FORM
Date
----------------------
The United Illuminating Company
157 Church Street
New Haven, Connecticut 06510-2103
I hereby request and direct The United
Illuminating Company to deduct each month from payments
for my services such amount as the President of Local
470-1 of the UWUA, AFL-CIO shall from time to time
certify to the Company as being the monthly dues which
have been established as payable in accordance with the
Constitution and By-Laws of the Union. I request that
such amount be deducted on the first regular payday in
each month, after the delivery of this request to the
Company, provided such an amount is owing to me on said
payday, and provided further that I have worked for the
Company at least five days during the month immediately
preceding said payday.
I direct that said sum be paid to the Financial
Secretary of the Union who is certified by the Union to
the Company from time to time.
I agree to indemnify and save harmless the Company
for any sums which the Company may be required to pay
as the result of a claim that money deducted from my
pay and paid to the Financial Secretary of the Union in
accordance with this request has been illegally
deducted.
This authorization may be revoked by me at any
time as to any future deductions by giving written
notice to the Company and shall not be effective during
any period when there is no Agreement between the
Company and said Union.
-44-<PAGE>
<PAGE>
EXHIBIT V FOR ARTICLE VII
BLUE CROSS & BLUE SHIELD OF CONNECTICUT CENTURY PREFERRED PLAN
SUMMARY OF BENEFITS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
SERVICE MANAGED BENEFITS
---------------------------------------------------------------------------
<S> <C>
Costshares In-Network services subject to
copays
$10 Office Visit Copay
$50 Emergency Room Copay -
Waived if Admitted
$50 Outpatient Surgery Copay
$200 Admission Copay*
*Note: Admission Copay is
taken once per contract per
calendar year
In-Network Lifetime Maximum - Unlimited
Out-of-Network services subject
to deductible and coinsurance
Deductible - $200/$400/$500
Coinsurance - 80%/20%
Coinsurance Maximum - $800/$1,600/$2,000
Out-of-Network Lifetime Maximum
- $1,000,000
All Utilization Review is
member responsibility
--------------------------------------------------------------------------
<S> <C>
Preventive Care In-Network - $10 Copay
Pediatric Covered according to age-based
schedule
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Adult In-Network - $10 Copay
Covered according to age-based
schedule
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
</TABLE>
-45-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
SERVICE MANAGED BENEFITS
--------------------------------------------------------------------------
<S> <C>
Vision In-Network - $10 Copay
Covered once every two years
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Hearing In-Network - $10 Copay
Covered once every two years
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Gynecological In-Network - $10 Copay
Covered once per year
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Mammography In-Network - Covered
According to age-based schedule
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Medical Services
Primary Care Medical Office In-Network - $10 Copay
Visit
or Specialist Consultations
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Outpatient Rehabilitation In-Network - $10 Copay
Physical, Speech, Cardiac, Covered up to 50 combined
treatments
Occupational, and per member per calendar year
Chiropractic (Treatment Plan Required)
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Allergy In-Network - $10 Copay (Office
Visit)
(Treatment Plan Required)
No Copay - Injections
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Diagnostic Lab & X-ray In-Network - Covered
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
</TABLE>
-46-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
SERVICE MANAGED BENEFITS
--------------------------------------------------------------------------
<S> <C>
Inpatient Medical Services In-Network - Covered
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Surgery Fees In-Network - Covered
(Prior Authorization Required)
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Office Surgery In-Network - Covered
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Outpatient Mental Health In-Network - Covered at 80% to $2,000
and Substance Abuse per member per calendar year
Out-of-Network - Subject to
Deductible and Coinsurance
($2,000 maximum per member per
calendar year)
--------------------------------------------------------------------------
<S> <C>
Emergency Care In-Network - $50 Copay (waived if admitted)
Emergency Room
Out-of-Network - Subject to
Deductible and Coinsurance
Sudden & Serious Guidelines
must be followed
----------------------------------------------------------------------------
<S> <C>
Walk-in Center In-Network - $10 Copay
Out-of-Network - Subject to
Deductible and Coinsurance
----------------------------------------------------------------------------
<S> <C>
Ambulance 20% coinsurance - waived if
admitted
($500 covered service limit)
----------------------------------------------------------------------------
<S> <C>
Inpatient Hospital In-Network - Covered
General/Medical/Surgical/
Maternity
(Semi-Private) Out-of-Network - Subject to
Deductible and Coinsurance
$200 Per Admission Copay (if
applicable)
Note: All hospital admissions
require pre-cert
---------------------------------------------------------------------------
<S> <C>
Ancillary Services Covered if Prior Authorization Received
(Medication, Supplies)
---------------------------------------------------------------------------
</TABLE>
-47-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
SERVICE MANAGED BENEFITS
---------------------------------------------------------------------------
<S> <C>
Psychiatric/Mental Health In-Network - Covered up to 60
days per calendar year (120
partial)
Out-of-Network - Subject to
Deductible and Coinsurance
(Same coverage as In-Network)
$200 Per Admission Copay (if
applicable)
---------------------------------------------------------------------------
<S> <C>
Substance Abuse/ Detoxification In-Network - Covered up to 45
days per calendar year (90 partial)
Out-of-Network - Subject to
Deductible and Coinsurance
(Same coverage as In-Network)
$200 Per Admission Copay (if applicable)
---------------------------------------------------------------------------
<S> <C>
Rehabilitative In-Network - Covered up to 60
days per calendar year
Out-of-Network - Subject to
Deductible and Coinsurance
(Same coverage as In-Network)
$200 Per Admission Copay (if applicable)
---------------------------------------------------------------------------
<S> <C>
Skilled Nursing Facility In-Network - Covered up to 120
days per calendar year
Out-of-Network - Subject to
Deductible and Coinsurance
(Same coverage as In-Network)
--------------------------------------------------------------------------
<S> <C>
Hospice Covered up to 60 days
$200 Per Admission Copay (if
applicable)
--------------------------------------------------------------------------
<S> <C>
Outpatient Hospital In-Network - $50 Copay
Outpatient Surgery
Facility Charges Out-of-Network - Subject to
Deductible, Coinsurance
--------------------------------------------------------------------------
<S> <C>
Pre-Admission Testing In-Network - Covered
Out-of-Network - Subject to
Deductible and Coinsurance
--------------------------------------------------------------------------
<S> <C>
Other Services 20% coinsurance to $1,000
maximum/year
Durable Medical Equipment (Prior Authorization Required)
--------------------------------------------------------------------------
<S> <C>
Prosthetics Covered
(Prior Authorization Required)
-------------------------------------------------------------------------
</TABLE>
-48-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
SERVICE MANAGED BENEFITS
-------------------------------------------------------------------------
<S> <C>
Home Health Care In-Network - 200 visits per
calendar year when medically
necessary or in lieu of
hospitalization
Out-of-Network - Subject to
Deductible and Coinsurance
(Same Coverage as In-Network)
(Prior Authorization Required)
------------------------------------------------------------------------
<S> <C>
Prescription Drugs $3 Copay - Generic, $6 Copay -
Brand,
No Copay - Mail Order -- to
$500 maximum
Additional coverage subject to
deductible and coinsurance
------------------------------------------------------------------------
</TABLE>
The foregoing summary of benefits is subject to change by Blue
Cross & Blue Shield of Connecticut.
-49-<PAGE>
<PAGE>
EXHIBIT VI
STATEMENT OF MUTUAL UNDERSTANDING BETWEEN THE UNION AND THE COMPANY
The United Illuminating Company and Local 470-1 of the
U.W.U.A., AFL-CIO, recognize that together we face the
challenges of a changing regulatory environment,
electric utility industry restructuring, aggressive
competitive forces, and increasing customer
expectation. To meet these challenges, we commit to a
partnership to improve efficiency, cost-effectiveness,
and the quality of customer service through the
development of a flexible, multi-skilled, and highly
trained work force. Through this commitment, we
jointly support the involvement of bargaining unit
employees in helping to streamline work processes to
yield maximum results at minimum costs while sustaining
quality customer service.
Gary J. Brooks Albert N. Henricksen
President Vice President
Local 470-1 U.W.U.A., AFL-CIO Administration
July 26, 1995
-50-<PAGE>
<PAGE>
CERTIFICATE CONCERNING AUTHORIZATION TO
EXECUTE FOREGOING AGREEMENT
A meeting of Local 470-1 of the U.W.U.A., AFL-CIO
was held on May 22, l995; the meeting was called for
the purpose of counting the ballots voted at a
Referendum held that day to authorize the execution of
the attached Agreement with respect to rates of pay,
hours of work, and other conditions of employment of
the employees of The United Illuminating Company; a
majority voted by secret ballot to accept and approve
said Agreement and to authorize Gary J. Brooks, Kevin
J. Kerrigan, Vincent P. Fiumidinisi, Joseph W. Rydzy,
and Carol G. Goldie to execute said Agreement on behalf
of the Union.
Joseph A. Orsini
Recording Secretary, Local 470-1
July 26, 1995
-51-<PAGE>
<PAGE>
May 16, 1989
Mr. Ralph F. Aiello
Chairman, Joint Council
Local 470-471 U.W.U.A., AFL-CIO
P.O. Box 1497
New Haven, Connecticut 06506
Dear Mr. Aiello:
In order to clarify certain job assignments in the
Overhead Line Section, the following work rules shall
apply:
A. Regardless of the equipment used, the following
rules shall apply:
1. Any line worker shall have the right to refuse to
use any equipment or tool, such as a switch stick,
grounding equipment, or phasing equipment, until
its use has been explained.
2. The Line Crew Supervisor shall perform manual work
only in emergencies or for the purpose of
training, and shall not be counted as part of the
crew.
3. The Line Crew Supervisor shall review all work
orders to ensure that the equipment and the
workers assigned can adequately and safely
complete the work, and to determine the necessity
of his presence at the job site. In any situation
where the equipment and workers assigned are not
adequate, the Line Group Leader may contact the
Line Crew Supervisor for advice or assistance
before doing the work.
4. The Company may assign more than the specified
number of workers to carry out any jobs to
expedite the work or for other purposes, and such
use of extra workers shall not be considered as
establishing a precedent.
B. When an insulated aerial device is used, the
following rules shall apply:
1. The cutting-in and cutting-out of slack in
energized primary wires, when assigned to work
with rubber gloves, shall be carried out by one
line worker. This line worker shall be at least a
Line Worker First Class.
2. The cutting-in and cutting-out of slack in
energized primary wires, when assigned to work
with insulated sticks, shall be carried out by two
line workers, one of whom shall be a Line Worker
First Class. In such cases the other line worker
shall be at least a Line Worker Second Class.
3. The installation of energized primary taps shall
be carried out by one line worker. This line
worker shall be at least a Line Worker First
Class.
-52-<PAGE>
<PAGE>
C. If an insulated aerial device is not used, the
following rules shall apply:
1. The cutting-in and cutting-out of slack in
energized primary wire shall be carried out by two
line workers, one of whom shall be at least a Line
Worker First Class. In such cases the other line
worker shall be at least a Line Worker Second
Class.
2. The installation of energized primary taps shall
be carried out by two line workers, one of whom
shall be at least a Line Worker First Class. In
such cases the other line worker shall be at least
a Line Worker Second Class.
D. When a turret-mounted derrick or insulated aerial
device is not used, the following rules shall
apply:
1. A minimum of four workers shall hang all pole
transformers of 25 kVA and up, as well as three
phase banks. Three workers shall hang all
transformers under 25 kVA, except old cast-iron
types.
2. All corner and junction pole change-overs where
the poles are more than 5 feet apart and where the
nature of the work requires that they must be
worked simultaneously shall be worked with two
line workers on each pole, one of whom on each
pole shall be a Line Worker First Class. For the
purpose of this paragraph, a junction pole is one
on which the energized primary wires extend in
three or more directions from the pole, or on
which the energized wires extend in two directions
from the pole and are supported on crossarms
attached to the pole at two different levels other
than the standard spaced buckarm; and a corner
pole is one with an angle of pull in excess of l8
feet (20 degrees) or on which the energized
primary wires are carried on disc insulators, or
the equivalent, bolted through the crossarms.
3. When either heavy construction work or the setting
or pulling of poles is involved, there shall be a
minimum of four workers plus a Line Crew
Supervisor.
E. When a turret-mounted derrick without pole claws
is used, the following rules shall apply:
1. In hanging transformers, there shall be a minimum
of two line workers, one of whom shall be a Line
Group Leader.
2. In setting poles in de-energized areas, there
shall be a minimum of a Line Group Leader, a line
worker and one other qualified person.
3. In replacing poles on branch lines or lightly
constructed main lines, there shall be minimum of
a Line Group Leader, a Line Worker First or Second
Class, and one other qualified person.
-53-<PAGE>
<PAGE>
4. In replacing poles on heavily constructed main
lines, there shall be a minimum of a Line Group
Leader, a Line Worker First or Second Class, and
two other qualified persons.
5. In removing old poles which have been shifted,
there shall be a minimum of a Line Group Leader, a
line worker and one other qualified person.
6. Heavily constructed is defined as poles with heavy
side loading (i.e., 3 phase corners greater than
25 feet, 3 phase dead-ends, 3 phase 3-way
junctions) and/or heavy top loading (i.e., 3 phase
transformer clusters, regulators, 3 phase
step-down banks, reclosers, and similar heavy
equipment).
7. A qualified person is defined as a Line Group
Leader, Line Troubleshooter, Line Worker First
Class, Line Worker Second Class, Line Worker Third
Class, Line Utility Worker.
F. When a material handling bucket truck or a
turret-mounted derrick equipped with pole claws is
used, the following rules shall apply:
1. In hanging transformers, there shall be a minimum
of two line workers, one of whom shall be a Line
Group Leader.
2. In setting poles in de-energized areas, there
shall be a minimum of a Line Group Leader and one
other qualified person.
3. In replacing poles on branch lines or lightly
constructed main lines, there shall be a minimum
of a Line Group Leader and a Line Worker First
Class.
4. In replacing poles adjacent to the old pole on
heavily constructed main lines, there shall be a
minimum of a Line Group Leader and a Line Worker
First Class.
5. In replacing poles in place on heavily constructed
main lines, there shall be a minimum of a Line
Group Leader, a Line Worker First Class, and one
other qualified person.
6. In removing old poles which have been shifted,
there shall be a minimum of a Line Group Leader
and a Line Worker Second Class.
7. Heavily constructed is defined as poles with heavy
side loading (i.e., 3 phase corners greater than
25 feet, 3 phase dead-ends, 3 phase 3-way
junctions) and/or heavy top loading (i.e., 3 phase
transformer clusters, regulators, 3 phase
step-down banks, reclosers, and similar heavy
equipment).
8. A qualified person is defined as a Line Group
Leader, Line Troubleshooter, Line Worker First
Class, Line Worker Second Class, Line Worker Third
Class, Line Utility Worker.
G. In all situations not expressly described above,
or when new types of equipment
-54-<PAGE>
<PAGE>
are used, the number of workers assigned shall be
determined by the capabilities of the equipment
and the training and skills of the workers
assigned. In all cases, work shall be performed
using safe methods and sound operating practices.
The foregoing rules are the only existing rules
relating to Overhead Line job assignments.
Very truly yours,
Harold J. Moore, Jr.
Vice President Human Resources
-55-<PAGE>
<PAGE>
July 8, l966
The United Illuminating Company
Mr. John V. Fratus, Jr.
Director of Employee Relations
80 Temple Street
New Haven, Connecticut 06506
Gentlemen:
In connection with the execution of a new
Agreement between The United Illuminating Company and
the Federation of Utility Employees, the Federation and
its officers, stewards, and members agree to cooperate
to the fullest with the Company in a concerted effort
to reduce the currently high rate of sick leave during
the term of the Agreement.
Very truly yours,
FEDERATION OF UTILITY EMPLOYEES
Joseph R. Riegel
Chairman, Joint Council
-56-<PAGE>
<PAGE>
September 16, l982
Mr. Michael N. Kusheba
Chairman Joint Council
Local 470-471 U.W.U.A., AFL-CIO
P. O. Box 1513
Bridgeport, Connecticut 06601
Dear Mr. Kusheba:
Both the Company and the Union recognize that the
objectives of the Meter Reading Sections include
obtaining timely and accurate readings from customer
meters. Failure to achieve these objectives has a
financial impact on the Company and creates ill will
among our customers.
With these objectives in mind, the Company will
continue to use good judgment in assigning work to
meter reading employees in instances of extreme
weather.
Very truly yours,
Harold J. Moore, Jr.
Vice President Human Resources
-57-<PAGE>
<PAGE>
May 16, 1985
Mr. Ralph F. Aiello
Chairman, Joint Council
Local 470-471 U.W.U.A., AFL-CIO
Post Office Box 1497
New Haven, Connecticut 06506
Dear Mr. Aiello:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-471 of the U.W.U.A., AFL-CIO, the Company,
during the term of the Agreement, will provide to an
employee who is insured under the Group Life Insurance
Plan and who becomes totally and permanently disabled
for at least nine consecutive months prior to becoming
age 60, his full life insurance benefits in effect at
the time of his disability at no cost to him until
recovery or the attainment of age 62, whichever occurs
first.
The employee's contribution will cease upon
submission of the first required proof of disability.
Proof of disability must be filed within three
months after total disability has lasted nine months.
Subsequent proofs of disability must be furnished each
year thereafter.
Very truly yours,
Harold J. Moore, Jr.
Vice President Human Resources
-58-<PAGE>
<PAGE>
May 16, 1992
Mr. George E. Powell
President
Local 470-1 U.W.U.A., AFL-CIO
P.O. Box 1513
Bridgeport, Connecticut 06601
Dear Mr. Powell:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-1 of the U.W.U.A., AFL-CIO, the Company
during the term of the Agreement, will furnish to
eligible dependents of those active employees who die
after completing fifteen years of service and whose
combined age and years of service at death equals or
exceeds 50, the same benefits provided by the group
hospital, medical and surgical plans (including a
qualified Health Maintenance Organization Plan)
(effective January 1, 1993, the fully Company-paid
group hospital, medical and surgical option or a
qualified Health Maintenance Organization Plan) and the
group dental plan offered to active bargaining unit
employees and their eligible dependents (effective
January 1, 1993, the fully Company-paid dental option)
at no cost to such eligible dependents during the one-
year period immediately following the death of the
employee. Thereafter, the Company will make the
foregoing benefits available to such eligible
dependents at no cost to the Company. In the
alternative, the Company shall have the right to
furnish or make available, as the case may be, the
foregoing coverage under any other group plan or plans
providing equivalent benefits. Such equivalent
benefits will be made available without regard to a
specific carrier or provider.
The foregoing benefits will be furnished or made
available only to those eligible dependents who are
enrolled in the group plan or plans provided by the
Company at the time of the employee's death, who are
eligible for continued coverage under the plan or plans
offered by the Company or under the terms of any
equivalent plan or plans, and who, after the first one-
year of coverage, provide for the prepayment of any
monthly premiums either by authorized deduction from a
Company survivor benefit, or by direct prepayment to
the Company.
Such coverage will remain in effect for spouses of
those deceased employees until the earlier of the
spouse's 65th birthday, death, remarriage or
eligibility for other group coverage. Such coverage
will remain in effect for other covered dependents
until such dependents cease to be eligible for
continued coverage under the terms of the applicable
plan or plans or until such dependents become eligible
for other group coverage, whichever is earlier.
Very truly yours,
Albert N. Henricksen
Vice President
Human & Environmental Resource
-59-<PAGE>
<PAGE>
May 16, 1992
Mr. George E. Powell
President
Local 470-1 U.W.U.A., AFL-CIO
P.O. Box 1513
Bridgeport, Connecticut 06601
Dear Mr. Powell:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-1 of the U.W.U.A., AFL-CIO, the Company will,
during the term of the Agreement, take such action as
is appropriate to amend The United Illuminating Company
Plan for Employees' Disability Benefits (the "Plan") to
provide that a full-time employee who terminates
employment with at least one-year of continuous service
and who is subsequently reemployed by the Company as a
full-time employee will be credited with the amount of
pre-break service for the purpose of computing sickness
disability benefits under the Plan, effective one year
after the employee's rehire.
Very truly yours,
Albert N. Henricksen
Vice President
Human & Environmental Resources
-60-<PAGE>
<PAGE>
May 16, 1992
Mr. George E. Powell
President
Local 470-1 U.W.U.A., AFL-CIO
P.O. Box 1513
Bridgeport, Connecticut 06601
Dear Mr. Powell:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-1 of the U.W.U.A., AFL-CIO, the Company,
during the term of the Agreement, will pay the
difference between the cost of a regular operator's
license and the normal and customary cost of any
special license required for an employee to operate a
UI vehicle (including testing fees). For purposes of
this letter, the phrase "normal and customary cost"
does not include costs and fees (including testing
fees) incurred by the employee because of any
irregularity in the employee's driving record.
This letter amends Harold J. Moore's letter to
Robert L. Esposito dated December 6, 1978.
Very truly yours,
Albert N. Henricksen
Vice President
Human & Environmental Resources
-61-<PAGE>
<PAGE>
May 16, 1995
Gary J. Brooks
President
Local 470-1 AFL-CIO, U.W.U.A.
P.O. Box 1497
New Haven, Connecticut 06506
Dear Mr. Brooks:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-1 of the U.W.U.A., AFL-CIO, the Company will
pay the following one-time, lump-sum ratification
bonuses to each bargaining unit employee employed by
the Company as of the date our Agreement is ratified by
the bargaining unit:
(1) Payable no later than June 15, 1995, a bonus
equal to two and one half percent (2.5%) of
the base annual straight time wages
applicable to each employee as of May 14,
1995 (as set forth on Exhibit I, Schedule A),
which bonus will be calculated for full-time
employees based on an annual full-time
schedule of 2080 hours and will be pro-rated
for part-time employees based on an annual
part-time schedule of 1664 hours;
(2) Payable no later than June 15, 1996, a bonus
equal to four percent (4.0%) of the base
annual straight time wages applicable to each
employee as of May 19, 1996 (as set forth on
Exhibit I, Schedule A), which bonus will be
calculated for full-time employees based on
an annual full-time schedule of 2080 hours
and will be pro-rated for part-time employees
based on an annual part-time schedule of 1664
hours;
(3) Payable no later than June 15, 1997, a bonus
equal to two percent (2.0%) of the base
annual straight time wages applicable to each
employee as of May 18, 1997 (as set forth on
Exhibit I, Schedule A), which bonus will be
calculated for full-time employees based on
an annual full-time schedule of 2080 hours
and will be pro-rated for part-time employees
based on an annual part-time schedule of 1664
hours.
The aforesaid bonuses are not intended to be
payment for actual services rendered or compensation
for hours of employment. They have been negotiated by
the parties to induce bargaining unit ratification of
our Agreement, and to preserve certain benefits as part
of the employees' total compensation. The only
eligibility requirement for these one-time bonuses is
that employees be on the payroll as of the date our
Agreement is ratified. Consequently,
-62-<PAGE>
<PAGE>
employees who terminate employment after the
ratification date and prior to June 15, 1997, will be
eligible to receive the aforesaid bonuses.
Very truly yours,
Albert N. Henricksen
Vice President Administration
-63-<PAGE>
<PAGE>
May 16, 1995
Mr. Gary J. Brooks
President
Local 470-1 U.W.U.A., AFL-CIO
P. O. Box 1497
New Haven, Connecticut 06506
Dear Mr. Brooks:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-1 of the U.W.U.A., AFL-CIO, the Company
during the term of the Agreement, will provide life
insurance coverage on the following terms:
(a) Active Employees (May 16, 1995 to December 31, 1995)
----------------------------------------------------
For active employees who are members of the Group
Life Insurance Plan on May 16, 1995, and for those
who subsequently become members of the Plan prior
to December 31, 1995, the Company will provide
fully paid life insurance in the amount of
$20,000. Members of the Plan may elect additional
coverage, in accordance with the terms of the Plan
in effect as of May 15, 1995, equivalent to one
times, two times, or three times their annual base
rate (exclusive of overtime and premiums) rounded
to the next higher $1,000.
The employee share of the premium for coverage in
excess of $20,000 based on the first multiple of
base rate will be thirty-one cents per month per
thousand. The employee share of the premium for
coverage in excess of $20,000 based on the second
multiple of base rate will not exceed the Company
group rate per month per thousand. The employee
cost for coverage in excess of $20,000 based on
the third multiple of base rate will be an age-
related rate per month per thousand established by
the carrier.
(b) Active Employees (January 1, 1996 to May 16, 1998)
--------------------------------------------------
For active employees who are members of the Group
Life Insurance Plan on January 1, 1996, and for
those who subsequently become members of the Plan
during the life of the Agreement, the Company will
provide fully paid life insurance in the amount of
$30,000. Members of the Plan may at their own
expense elect additional coverage, in accordance
with and subject to the provisions of the
Company's "BENEFLEX Plan," equivalent to one
times, two times, or three times their annual base
rate (exclusive of overtime and premiums) rounded
to the next higher $1,000 on the later of January
1, 1996, or their entry into the Plan.
The total amount of life insurance to which an
active employee who is a member of the Plan on
January 1, 1996, will be entitled, and the total
amount of life insurance to which
-64-<PAGE>
<PAGE>
one who subsequently becomes a member of the Plan
during the life of the Agreement will be entitled,
shall be increased only on January 1, 1996, and on
each subsequent January 1st thereafter.
(c) Future Retirees
---------------
For retirees who retire hereafter at age 62 or
later pursuant to the terms of the Company's
pension plan and who are members of the Group Life
Insurance Plan at the time of retirement, the
Company will provide fully paid life insurance in
the amount of $12,000 (effective June 1, 1995)
($13,000 effective June 1, 1996) ($14,000
effective June 1, 1997).
(d) Current Retirees
----------------
For retirees who retired pursuant to the terms of
the Company's pension plan prior to the effective
date of this Agreement, the Company will continue
to provide the same amount of life insurance that
was in effect at the time of their retirement at
no cost to such retirees.
Very truly yours,
Albert N. Henricksen
Vice President Administration
-65-<PAGE>
<PAGE>
May 16, 1995
Mr. Gary J. Brooks
President
Local 470-1 U.W.U.A., AFL-CIO
P.O. Box 1497
New Haven, Connecticut 06506
Dear Mr. Brooks:
In connection with the execution of a new
Agreement between The United Illuminating Company and
Local 470-1 of the U.W.U.A., AFL-CIO, the Company,
during the term of the Agreement, will make available
or furnish to retirees who retire on or after May 16,
1995, pursuant to the terms of the Company's pension
plan, medical and dental coverage under the following
conditions:
1. Retirements Before Age 62--All Employees
-------------------------------------------
(a) For retirees who retire between May 16, 1995 and
December 31, 1995, prior to reaching age 62, the
Company will make available until age 65 coverage
under plans providing benefits equivalent to the
Blue Cross & Blue Shield of Connecticut Century
2000 Plan (effective January 1, 1996, the Blue
Cross & Blue Shield of Connecticut Century
Preferred Plan) and the Blue Cross & Blue Shield
of Connecticut Dental Plan, Option B applicable to
bargaining unit employees, all at no cost to the
Company.
(b) For retirees who retire after December 31, 1995,
prior to reaching age 62, the Company will make
available until age 65 coverage under plans
providing benefits equivalent to the Blue Cross &
Blue Shield of Connecticut Century Preferred Plan
and the Blue Cross & Blue Shield of Connecticut
Dental Plan, Option B applicable to bargaining
unit employees, all at no cost to the Company.
(c) For retirees who retire prior to reaching age 62,
the Company will make available commencing at age
65 coverage under a Medicare supplemental plan
that will provide with Medicare, if available,
benefits equivalent to the Blue Cross 65 High
Option Health Insurance Plan and Blue Shield 65--
Plan 83 Health Insurance Plan at no cost to the
Company.
2. Retirements After Age 62--Employees Hired Before May 16, 1992
----------------------------------------------------------------
(a) For those retirees who were employed by the
Company as of May 16, 1992, and who retire between
May 16, 1995 and December 31, 1995, on or after
reaching age 62 with 10 or more years of service,
the Company will furnish until age 65 coverage
under a plan providing benefits equivalent to the
Blue Cross & Blue Shield of Connecticut Century
-66-<PAGE>
<PAGE>
2000 Plan (effective January 1, 1996, the Blue
Cross & Blue Shield of Connecticut Century
Preferred Plan) at no cost to the retiree.
(b) For those retirees who were employed by the
Company as of May 16, 1992, and who retire after
December 31, 1995, on or after reaching age 62
with 10 or more years of service, the Company will
make available until age 65 coverage under a plan
providing benefits equivalent to the Blue Cross &
Blue Shield of Connecticut Century Preferred Plan.
The retiree shall pay 5% of the cost of the
premiums (6% effective January 1, 1997 and 7%
effective January 1, 1998) for such coverage, and
the Company shall pay the remaining cost of the
premiums; provided, however, that the Company will
pay the entire cost of such premiums for employees
who elect early retirement under the voluntary
early retirement program agreed upon by the
Company and the Union as of May 16, 1995.
(c) For those retirees who were employed by the
Company as of May 16, 1992, and who retire on or
after reaching age 62, the Company will furnish or
make available commencing at age 65 coverage under
a Medicare supplemental plan that will provide
with Medicare, if available, benefits equivalent
to the Blue Cross 65 High Option Health Insurance
Plan and Blue Shield 65--Plan 83 Health Insurance
Plan. The cost of such coverage shall be borne by
the Company.
(d) For those retirees who were employed by the
Company as of May 16, 1992, and who retire on or
after reaching age 62, the Company will make
available to such retirees coverage under a plan
providing benefits equivalent to the Blue Cross &
Blue Shield of Connecticut Dental Plan, Option B
applicable to bargaining unit employees, at no
cost to the Company.
3. Retirements After Age 62--Employees Hired After May 16, 1992
---------------------------------------------------------------
(a) For those retirees who were hired after May 16,
1992, and who retire after January 1, 1996, on or
after reaching age 62, the Company will furnish or
make available until age 65 coverage under a plan
providing benefits equivalent to the Blue Cross &
Blue Shield of Connecticut Century Preferred Plan.
The retiree will pay 5% of the cost of the
premiums (6% effective January 1, 1997 and 7%
effective January 1, 1998) for such coverage, and
the remaining cost shall be borne by the Company
and the retiree in accordance with the following
schedule:
-67-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Years of Service Company Share Retiree Share
At Retirement of Remaining of Remaining
Premium of Premium
--------------------------------------------------
<S> <C> <C>
10-14 0 100%
15 50% 50%
16 55% 45%
17 60% 40%
18 65% 35%
19 70% 30%
20 75% 25%
21 80% 20%
22 85% 15%
23 90% 10%
24 95% 5%
25 and over 100% 0
</TABLE>
In addition, the Company will make available to
such retirees coverage under a plan providing
benefits equivalent to the Blue Cross & Blue
Shield of Connecticut Dental Plan, Option B
applicable to bargaining unit employees at no cost
to the Company.
(b) For retirees who were hired after May 16, 1992,
and who retire on or after reaching age 62, the
Company will furnish or make available commencing
at age 65 coverage under a Medicare supplemental
plan that will provide with Medicare, if
available, benefits equivalent to the Blue Cross
65 High Option Health Insurance Plan and Blue
Shield 65--Plan 83 Health Insurance Plan. The
cost of such coverage (except for the Medicare
Part B premium as described in section 4 below)
shall be borne by the Company and the employee in
accordance with the following schedule:
<TABLE>
<CAPTION>
Years of Service Company Share Retiree Share
At Retirement of Premium of Premium
--------------------------------------------------
<S> <C> <C>
10-14 0 100%
15 50% 50%
16 55% 45%
17 60% 40%
18 65% 35%
19 70% 30%
20 75% 25%
21 80% 20%
22 85% 15%
23 90% 10%
24 95% 5%
25 and over 100% 0
</TABLE>
-68-<PAGE>
<PAGE>
4. Medicare Part B--All Employees
---------------------------------
(a) For employees employed by the Company as of May
16, 1992, who retire on or after age 62, the
Company will provide, commencing with the date of
enrollment and continuing for the lifetime of the
retiree, full reimbursement on a monthly basis of
the monthly premium for the retiree's coverage
under Medicare Part B. Upon the retirement of any
employee who, as of May 16, 1992, is at least 62
years of age and has 30 or more years of service,
the Company will also provide full reimbursement,
during the lifetime of the retiree, of the monthly
premium for Medicare Part B coverage for any
eligible, enrolled dependents of the retiree. For
the eligible dependents of all other employees
employed by the Company as of May 16, 1992, who
retire on or after age 62 with 15 or more years of
service, the Company will contribute up to $46.10
per month toward the cost of Medicare Part B
coverage for each such enrolled dependent during
the lifetime of the retiree. The additional cost
of Medicare Part B coverage, if any, shall be
borne by the dependent.
(b) Employees hired on or after May 16, 1992, shall
not be entitled, upon retirement, to any
contribution by the Company for Medicare Part B
coverage for themselves or their dependents.
The equivalent benefits described in this letter
will be made available or furnished, as the case may
be, without regard to a specific carrier or provider.
The coverages described in this letter shall be
made available or furnished only to a retiree who has
the appropriate coverage in effect at the time of
retirement and who is eligible for such coverage under
the terms of the plans or policies. Further, the
coverage described above requiring payment by the
retiree will be made available only to a retiree who
provides for the prepayment of the monthly premiums
either by authorized deduction from the retiree's
pension, or by direct prepayment to the Company.
Very truly yours,
Albert N. Henricksen
Vice President Administration
-69-<PAGE>
<PAGE>
May 16, 1995
Gary J. Brooks
President
Local 470-1 U.W.U.A., AFL-CIO
P.O. Box 1497
New Haven, Connecticut 06506
Dear Mr. Brooks:
In connection with the execution of a new Agreement
between The United Illuminating Company and Local 470-
1, U.W.U.A., AFL-CIO, and the improvements we have
agreed upon for the 401(k) Plan, this will confirm that
the Company will form a committee of Union and Company
representatives for the purpose of studying the
transfer of Company shares held in the 401(k) Plan to
The United Illuminating Company Employee Stock
Ownership Plan (the "ESOP"), and the advantages of the
Company making future matching contributions to the
ESOP instead of the 401(k) Plan. In the event such
transfer occurs, the Company will contribute annually
to the ESOP shares of Company stock in an amount equal
to twenty-five percent (25%) of the dividends paid
during each plan year with respect to shares of Company
stock allocated to each participant account under the
ESOP.
Very truly yours,
Albert N. Henricksen
Vice President Administration
-70-<PAGE>
<PAGE>
May 16, 1995
Mr. Gary J. Brooks
President
Local 470-1, U.W.U.A., AFL-CIO
P.O. Box 1497
New Haven, Connecticut 06506
Dear Mr. Brooks:
In connection with the execution of a new Agreement
between The United Illuminating Company and Local 470-1
of the U.W.U.A., this is to confirm that if, during the
term of the Agreement, the Company mandates employees
to wear Nomex (registered trademark) flame retardant
clothing, or its equivalent, the Company will provide
such clothing in amounts reasonably sufficient to
enable employees to perform the job duties for which
such clothing is required.
Very truly yours,
Albert N. Henricksen
Vice President Administration
-71-
<PAGE>
<PAGE>
SUPPLEMENTAL AGREEMENT
Between
THE UNITED ILLUMINATING COMPANY
And
LOCAL 470-1 OF THE
UTILITY WORKERS UNION OF AMERICA, AFL-CIO
May 16, 1995
[Logo of Local 470-1]
<PAGE>
<PAGE>
SUPPLEMENTAL AGREEMENT
PART-TIME EMPLOYEES
(As Amended Through May l5, 1998)
The United Illuminating Company, hereinafter
referred to as the "Company," and Local 470-1 Utility
Workers Union of America, AFL-CIO, hereinafter referred
to as the "Union," agree as follows:
1. Any employee who regularly works less than 40
hours per week is deemed to be a part-time
employee.
2. Each part-time employee shall be paid an hourly
rate no less than the minimum rate for his labor
grade, as set forth in the collective bargaining
agreement between the parties hereto dated July 6,
1964, and any successive agreements.
One and one-half times the regular hourly rate
shall be paid to each part-time employee for hours
worked in excess of eight in any one day or in
excess of forty in any one week, but such overtime
rates of pay shall not be applied more than once
to any particular hour worked.
Each part-time employee may be promoted once and
once only to the next higher labor grade.
Part-time employees will be entitled to
consideration for increases in pay in accordance
with the terms of the collective bargaining
agreement between the parties; for this purpose
1000 hours of work will be considered to be the
equivalent of the twenty-six week period.
3. The Company will not hire part-time employees with
the intention of reducing promotional
opportunities of full-time employees. The Company
will not utilize a part-time employee to do work
outside of the regularly scheduled work week of a
-1-<PAGE>
<PAGE>
full-time employee in the same occupational
classification, where such full-time employee is
available for work.
4. If any grievance arises involving an
interpretation of the meaning of the provisions of
this Supplemental Agreement, each part-time
employee shall have recourse to the grievance
procedure set forth in Article VIII of said
collective bargaining agreement dated July 6,
1964, and any successive agreements.
5. After the third calendar month of employment,
regardless of hours worked, each part-time
employee shall, as a condition of employment, pay
to the Union the amount of dues payable by Union
members for each month in which he has worked 50
hours or more.
Any part-time employee who previously had paid
dues to the Union shall, as a condition of
employment, from the first month of employment,
pay to the Union the amount of dues payable by
Union members, for each month in which he has
worked 50 hours or more.
6. Upon the individual written request of any
part-time employee in the form attached hereto and
marked Exhibit One, the Company shall, on the
first regular payday in the month following
receipt of such written request and on the first
regular payday in every month thereafter, deduct
such amount as the President of the Union shall
from time to time certify to the Company as being
the monthly dues which have been established as
payable in accordance with the Constitution and
By-Laws of the Union, provided such an amount is
owing to said employee on said first regular
payday of the month, and provided further that
said employee has worked at least 50 hours during
the month immediately preceding said payday. All
such written requests shall terminate
automatically upon the termination of this
Supplemental Agreement, and any such written
request shall be revocable at any time as to
future deductions by written notice by the
employee to the Company. The Union agrees to
indemnify and save harmless the Company for any
sums which the Company is required to pay as the
result of a claim that the sums of money herein
referred to have been illegally deducted.
-2-<PAGE>
<PAGE>
7. (a) From May 16, 1995, to December 31, 1995,
for all part-time employees and their eligible
dependents, if any, the Company will pay the
premiums for the Blue Cross & Blue Shield of
Connecticut Semi-Private Plan with Semi-Private
Maternity Rider and Co-Pay Prescription Rider and
the Blue Cross & Blue Shield of Connecticut
Century 90 Plan. In lieu thereof, all part-time
employees shall have the option of enrolling in
the Blue Cross & Blue Shield Century 2000 Plan or
in a qualified Health Maintenance Organization
Plan, if available. If a part-time employee
elects such option, the Company will pay monthly
for the following month's coverage for such
employee and his or her enrolled eligible
dependents the entire charge for the optional
coverage. However, the Company's contribution
toward such payment shall not be greater than the
amount of the equivalent premium which the Company
would have paid if such part-time employee had not
elected the optional coverage. If the payment
required for participation in the optional plan is
greater than the amount the Company contributes,
the Company shall deduct from the part-time
employee's pay, commencing on the first payday
following the effective date of coverage, provided
the Company is in receipt of a written
authorization for such purpose from the employee,
the additional amount required for full payment
for the optional coverage. The Company shall have
the right to replace any of the existing plans
with another plan which will provide the same
benefits. The Company will inform the Union prior
to changing an existing plan with any other plan.
(b) Effective January 1, 1996, the Company will
make available to all part-time employees the Blue
Cross & Blue Shield of Connecticut Century
Preferred Plan. The Company will pay 95% of the
cost of the premiums (94% effective January 1,
1997, and 93% effective January 1, 1998) for such
coverage for all part-time employees and their
eligible dependents, if any, and part-time
employees shall pay the remaining premium costs
for themselves and their eligible dependents, if
any. In lieu thereof, all part-time employees
shall have the option of enrolling in a qualified
Health Maintenance Organization, if available. If
a part-time employee elects such option, and if
the cost of the premiums for such optional
coverage is less than the cost of the Blue Cross &
Blue Shield of Connecticut Century Preferred Plan,
the Company will pay 95% of the premium costs (94%
effective January 1, 1997, and 93% effective
January 1, 1998) for such optional coverage for
the part-time employee and his eligible
dependents, if any, and the part-time
-3-<PAGE>
<PAGE>
employee shall pay the remaining premium costs for
himself and his eligible dependents, if any. If
the costs of the premiums for such optional
coverage exceeds the cost of the Blue Cross & Blue
Shield of Connecticut Century Preferred Plan, the
Company will pay an amount equal to the amount it
otherwise would have paid for such part-time
employee and his eligible dependents had the
employee not elected optional coverage, and the
part-time employee shall pay the remaining premium
costs for himself and his eligible dependents, if
any. The part-time employee's share of the
premium costs for the coverages described in this
7(b) shall be deducted from the part-time
employee's pay on a weekly basis, commencing on
the first payday following the effective date of
coverage, provided the Company is in receipt of a
written authorization for such purpose from the
part-time employee.
The Company shall have the right to replace any of
the health insurance plans described in this 7(b)
with a substitute plan that provides comparable,
but not identical benefits. For purposes of 7(b),
overall comparability shall be determined without
regard to (a) any changes in the identity of the
carrier, (b) any differences in plan provisions
concerning the administration of benefits and
procedures for obtaining reimbursement for
services, and (c) any differences based on a one-
for-one comparison of specific benefits in the
substitute plan and those in the existing plan, it
being recognized by the parties that differences
in benefits offered for specific services do not
necessarily render plans materially dissimilar on
a comprehensive basis and that the intent of this
section is to ensure only that any substitute
plans adopted by the Company approximate prior
plans without a material change in the overall
level of benefits provided to employees and their
eligible dependents. The Company will solicit the
input of the Union prior to adopting a substitute
plan under this section, and will allow for Union
representation on any committee formed for the
purpose of reviewing the provisions of any
substitute plans considered by the Company.
8. Except as otherwise provided expressly herein,
nothing in this Supplemental Agreement shall be
deemed to give part-time employees any rights or
benefits under the collective bargaining agreement
between the parties hereto dated September 16,
1980, and any successive agreements, or to limit
the Company in any way in the exercise of the
regular and customary functions of management,
including, among other things, the direction of
-4-<PAGE>
<PAGE>
the working forces; the establishment of methods
of operation; the promotion and demotion of
employees; the establishment of plans for
increased efficiency; the adoption and maintenance
of engineering standards and standards of
performance and quality; the right to hire,
suspend or discharge for proper cause; the right
to select or employ supervisory employees,
including foremen and their assistants; the right
to transfer or relieve from duty because of lack
of work; the right to determine from time to time
the number of hours worked per day and per week;
and the right to establish and enforce rules and
regulations pertaining to personal conduct and
deportment of employees. The provisions of this
Article shall not be used arbitrarily or
capriciously as to any employee or for the purpose
of discriminating in any manner against the Union
or its members.
9. Each part-time employee who is required to work on
a Sunday shall receive $4.50 (effective May 16,
1996, $4.60) (effective May 16, 1997, $4.70) for
each hour worked, and such additional amount shall
be deemed to be part of such part-time employee's
regular hourly rate for that day.
10. Each part-time employee who works his regularly
scheduled hours on his last scheduled day before
and his first scheduled day after a holiday as
described in Article IV, Section 1, shall be paid
five hours' pay at his regular hourly rate. In
addition, each part-time employee who is required
to work on a holiday shall be paid at one and one-
half times his regular hourly rate for all holiday
hours worked.
11. Each part-time employee who is on the payroll on
or before May 1 of the preceding calendar year and
continuously thereafter until the end of the
preceding calendar year and who works at least
1000 hours during such preceding calendar year
shall receive vacation with pay for vacations in
calendar years subsequent to 1995 as follows:
(a) 72 hours to each employee whose years of
total service as of the end of the preceding
calendar year equaled or exceeded 14 years,
for which vacation the employee will receive
the equivalent of 72 times his regular hourly
rate.
-5-<PAGE>
<PAGE>
(b) 48 hours to each employee whose years of
total service as of the end of the preceding
calendar year equaled or exceeded 5 years,
for which vacation the employee will receive
the equivalent of 48 times his regular hourly
rate.
(c) 30 hours to each employee whose years of
total service as of the end of the preceding
calendar year was less than 5 years, for
which vacation the employee will receive the
equivalent of 30 times his regular hourly
rate.
(d) for purposes of determining years of
total service as contained in subsections
(a), (b) and (c) above, a year shall mean any
calendar year following the year of
employment in which the employee is credited
with no less than 1000 hours of service.
12. For the first five days of jury duty service, a
part-time employee will be paid the difference
between his jury duty pay and his regular hourly
rate of pay for such hours of absence within his
regularly scheduled work hours for those five
days.
For each week of jury duty service thereafter, a
part-time employee with 1000 hours or more of
service within the previous twelve months will be
paid the difference between his jury duty pay and
his regular hourly rate for such hours of absence
within his regularly scheduled work week but not
in excess of 24 hours in any one week.
13. When any part-time employee has worked at least
1000 hours in the preceding calendar year, and
thereafter is absent from work due to sickness and
satisfies the Company that such absence from work
is warranted, the Company will pay such employee
at his regular hourly rate for such hours of
absence within his regular scheduled work week,
subject to the limitation that hours for which
such pay is allowed shall not aggregate more than
24 for any year ending on December 31st, provided,
however, that any portion of the 72 hours sick
allowance not used during the immediately
preceding three years, will be used before the 24
hours of sick allowance of the current year.
-6-<PAGE>
<PAGE>
14. When any part-time employee is absent from work
due to the death of his spouse, child, foster
child, parent (or step-parent in lieu of parent),
and has worked at least 1000 hours in the
preceding calendar year, the Company will pay such
employee at his regular hourly rate for such hours
of absence within his regular scheduled work week
following the death and through the day of the
funeral up to a maximum of twenty hours. When any
part-time employee is absent from work due to the
death of his brother, sister, or parent-in-law and
has worked at least 1000 hours in the preceding
calendar year, the Company will pay such employee
at his regular hourly rate for such hours of
absence within his regular scheduled work week
following the death and through the day of the
funeral up to a maximum of twelve hours. When any
part-time employee is absent from work due to the
death of his grandparent or grandchild and has
worked at least 1000 hours in the preceding
calendar year, the Company will pay such employee
at his regular hourly rate for such hours of
absence within his regular scheduled work week
following the death and through the day of the
funeral up to a maximum of four hours.
15. The Company will take such action as is
appropriate to amend The United Illuminating
Company Plan for Employees' Disability Benefits to
provide the following:
When any part-time employee has worked at least
1000 hours in the preceding calendar year, and
thereafter is absent from work due to a non-
occupational illness or injury and satisfies the
Company that such absence is warranted, the
Company will pay such employee at his regular
hourly base rate at the time the disability began
based on the following schedule:
-7-<PAGE>
<PAGE>
Length of Continuous Employment Benefits
------------------------------- --------
1 year but less than 2 years 20 hours for 1 week
10 hours for 1 week
2 years but less than 5 years 20 hours for 4 weeks
10 hours for 9 weeks
5 years but less than 10 years 20 hours for 13 weeks
10 hours for 13 weeks
10 years but less than 25 years 20 hours for 13 weeks
10 hours for 39 weeks
25 years or more 20 hours for 26 weeks
10 hours for 26 weeks
Benefits will be paid beginning with the eighth
calendar day of absence. If an employee who has
received sickness benefits returns to work and is
again absent within two weeks of returning to
work, benefits will begin again without a waiting
period.
Any sickness occurring after the employee has been
continuously engaged in the performance of his
duties for 13 weeks will be considered a new
absence.
16. This Supplemental Agreement shall become effective
upon execution by both parties and shall
thereafter be effective only while there is in
effect between the parties hereto a valid
collective bargaining agreement covering the
regular full-time employees of the Company.
-8-<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Supplemental Agreement, at New Haven, Connecticut, this
26th day of July, l995.
LOCAL 470-1 OF THE
UTILITY WORKERS UNION OF
AMERICA, AFL-CIO
By: /s/ Gary J. Brooks
--------------------------------
Gary J. Brooks
President
/s/ Kevin J. Kerrigan
--------------------------------
Kevin J. Kerrigan
Executive Vice President
/s/ Vincent P. Fiumidinisi
--------------------------------
Vincent P. Fiumidinisi
Vice President - Generation
/s/ Joseph W. Rydzy
--------------------------------
Joseph W. Rydzy
Vice President - Distribution
/s/ Carol G. Goldie
--------------------------------
Carol G. Goldie
Vice President-Customer Services/
Finance & Accounting
/s/ Joseph A. Orsini
--------------------------------
Joseph A. Orsini
Recording Secretary, Local 470-1
-9-<PAGE>
<PAGE>
THE UNITED ILLUMINATING COMPANY
By: /s/ Albert N. Henricksen
--------------------------------
Albert N. Henricksen
Vice President
Administration
/s/ David W. Hoskinson
--------------------------------
David W. Hoskinson
Vice President
Generation
/s/ Robert H. Hyde
--------------------------------
Robert H. Hyde
Vice President
Customer Services
/s/ Raymond G. Dube
--------------------------------
Raymond G. Dube
Vice President
Transmission & Distribution
/s/ James L. Benjamin
--------------------------------
James L. Benjamin
Controller
/s/ Robert A. Nastri
--------------------------------
Robert A. Nastri
Director Labor/Industrial Relations
/s/ William J. Manniel
--------------------------------
William J. Manniel
Senior Labor/Industrial Relations Specialist
-10-<PAGE>
<PAGE>
EXHIBIT ONE
Dues Deduction Authorization Form
for Part-Time Employees
Date:
-----------------------
The United Illuminating Company
157 Church Street
New Haven, Connecticut 06510-2103
I hereby request and direct The United
Illuminating Company to deduct each month from payments
for my services such amount as the President of Local
470-1 of the Utility Workers Union of America, AFL-CIO
shall from time to time certify to the Company as being
the monthly dues which have been established as payable
in accordance with the Constitution and By-Laws of the
Union. I request that such amount be deducted on the
first regular payday in each month, after the delivery
of this request to the Company, provided such an amount
is owing to me on said payday and provided further that
I have worked for the Company at least 50 hours during
the month immediately preceding said payday.
I direct that said sum be paid to the Financial
Secretary of the Union who is certified by the Union to
the Company from time to time.
I agree to indemnify and save harmless the Company
for any sums which the Company may be required to pay
as the result of a claim that money deducted from my
pay and paid to the Financial Secretary of the Union in
accordance with this request has been illegally
deducted. This authorization may be revoked by me at
any time as to any future deductions by giving written
notice to the Company and shall not be effective during
any period when there is no agreement between the
Company and the Union.
-11-
<PAGE>
<PAGE>
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT, made as of the 1st day of June, 1995,
to the Employment Agreement, made as of the first day of January,
1988, as heretofore amended by an Amendment to Employment
Agreement, made as of the 23rd day of July, 1990, (the
"Agreement") between THE UNITED ILLUMINATING COMPANY, a
Connecticut corporation (the "Company") and RICHARD J. GROSSI, an
individual, (the "Executive"),
WITNESSETH THAT:
(1) The Company and the Executive hereby agree to amend the
Agreement as set forth in Sections (2) through (4), inclusive,
below:
(2) By adding to Section (6)(b) the following sentence:
"The Executive may petition the Board of Directors of the Company
for an immediate lump sum payment, in lieu of any amounts payable
pursuant to Section (4)(g) hereof on account of the Executive's
termination of employment pursuant to Section (5)(b)(ii) or
Section (5)(c)(ii) hereof, in an amount equal to the actuarial
present value of a supplemental retirement benefit, expressed in
the form of a single life annuity beginning at Executive's
termination of employment (or age 55, if later), equal to the
excess if any of (A) less (B) where (A) is 2.2% (.022) of the
Executive's highest three-year average Total Compensation times
the number of years at termination (not to exceed thirty) of the
Executive's service deemed as an employee of the Company, and (B)
is the benefit payable under the Company's Pension Plan at the
Executive's termination of employment (or age 55, if later). The
actuarial present value of such supplemental retirement benefit
shall be calculated on the basis of the annual yield on thirty-
year United States Treasury bonds on the final business day of
the month preceding the termination of his employment and the
1983 Group Annuity table. The Board of Directors of the Company
may grant or deny any such petition by the Executive in its sole
discretion."
(3) By deleting the final sentence of Section (6)(d)(iii)
of the Agreement in its entirety and by substituting the
following therefor: "The actuarial present value of such
supplemental retirement benefit shall be calculated on the basis
of the annual yield on thirty-year United States Treasury bonds
on the final business day of the month preceding the termination
of his employment and the 1983 Group Annuity table."
(4) By deleting Section (8)(b) of the Agreement in its
entirety and by substituting the following therefor: "(b) In the
event that a Change in Control has been approved by all necessary
shareholder, creditor and regulatory actions, the Company will,
not later than the day prior to the date of the Change in
Control, pay to the Trustee of The United Illuminating Company
<PAGE>
<PAGE>
Supplemental Retirement Benefit Trust established pursuant to the
Agreement, made as of the 1st day of June, 1995 between the
Company and State Street Bank and Trust Company, as Trustee, cash
in an amount equal to: (A) In the event that the Executive's
employment has been terminated or will be terminated prior to the
date of the Change in Control, a sum, calculated by the Company's
independent certified public accountants, reasonably sufficient
to pay and discharge the Company's future obligations, if any, to
the Executive and/or his personal representative and/or spouse,
under Section (6)(a), Section (6)(b) or Section (6)(d) hereof; or
(B) in the event that the Executive's employment has not been
terminated and will not be terminated prior to the date of the
Change in Control, a sum, calculated by the Company's independent
certified public accountants, reasonably sufficient to pay and
discharge the Company's obligations to the Executive under
Section (6)(d) hereof assuming, for purposes of such calculation,
that the Executive's employment is terminated under said Section
(6)(d) by a Notice of Termination delivered on the date of the
Change in Control and specifying an immediate Date of
Termination."
(5) All the terms and conditions of the Agreement, as
amended and as hereby amended, are and shall remain in full force
and effect.
(6) This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment as of the day and year first above written.
THE UNITED ILLUMINATING COMPANY
By /s/ Robert L. Fiscus
--------------------------------
President and Chief
Financial Officer
ATTEST: /s/ Richard J. Grossi
--------------------------------
Richard J. Grossi
/s/ Kurt Mohlman
-------------------------
Treasurer and Secretary
- 2 -
<PAGE>
<PAGE>
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT, made as of the 1st day of June, 1995,
to the Employment Agreement, made as of the first day of January,
1988, as heretofore amended by an Amendment to Employment
Agreement, made as of the 23rd day of July, 1990, (the
"Agreement") between THE UNITED ILLUMINATING COMPANY, a
Connecticut corporation (the "Company") and ROBERT L. FISCUS, an
individual, (the "Executive"),
WITNESSETH THAT:
(1) The Company and the Executive hereby agree to amend the
Agreement as set forth in Sections (2) through (4), inclusive,
below:
(2) By adding to Section (6)(b) the following sentence:
"The Executive may petition the Board of Directors of the Company
for an immediate lump sum payment, in lieu of any amounts payable
pursuant to Section (4)(g) hereof on account of the Executive's
termination of employment pursuant to Section (5)(b)(ii) or
Section (5)(c)(ii) hereof, in an amount equal to the actuarial
present value of a supplemental retirement benefit, expressed in
the form of a single life annuity beginning at Executive's
termination of employment (or age 55, if later), equal to the
excess if any of (A) less (B) where (A) is 2.2% (.022) of the
Executive's highest three-year average Total Compensation times
the number of years at termination (not to exceed thirty) of the
Executive's service deemed as an employee of the Company, and (B)
is the benefit payable under the Company's Pension Plan at the
Executive's termination of employment (or age 55, if later). The
actuarial present value of such supplemental retirement benefit
shall be calculated on the basis of the annual yield on thirty-
year United States Treasury bonds on the final business day of
the month preceding the termination of his employment and the
1983 Group Annuity table. The Board of Directors of the Company
may grant or deny any such petition by the Executive in its sole
discretion."
(3) By deleting the final sentence of Section (6)(d)(iii)
of the Agreement in its entirety and by substituting the
following therefor: "The actuarial present value of such
supplemental retirement benefit shall be calculated on the basis
of the annual yield on thirty-year United States Treasury bonds
on the final business day of the month preceding the termination
of his employment and the 1983 Group Annuity table."
(4) By deleting Section (8)(b) of the Agreement in its
entirety and by substituting the following therefor: "(b) In the
event that a Change in Control has been approved by all necessary
shareholder, creditor and regulatory actions, the Company will,
not later than the day prior to the date of the Change in
Control, pay to the Trustee of The United Illuminating Company
<PAGE>
<PAGE>
Supplemental Retirement Benefit Trust established pursuant to the
Agreement, made as of the 1st day of June, 1995 between the
Company and State Street Bank and Trust Company, as Trustee, cash
in an amount equal to: (A) In the event that the Executive's
employment has been terminated or will be terminated prior to the
date of the Change in Control, a sum, calculated by the Company's
independent certified public accountants, reasonably sufficient
to pay and discharge the Company's future obligations, if any, to
the Executive and/or his personal representative and/or spouse,
under Section (6)(a), Section (6)(b) or Section (6)(d) hereof; or
(B) in the event that the Executive's employment has not been
terminated and will not be terminated prior to the date of the
Change in Control, a sum, calculated by the Company's independent
certified public accountants, reasonably sufficient to pay and
discharge the Company's obligations to the Executive under
Section (6)(d) hereof assuming, for purposes of such calculation,
that the Executive's employment is terminated under said Section
(6)(d) by a Notice of Termination delivered on the date of the
Change in Control and specifying an immediate Date of
Termination."
(5) All the terms and conditions of the Agreement, as
amended and as hereby amended, are and shall remain in full force
and effect.
(6) This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment as of the day and year first above written.
THE UNITED ILLUMINATING COMPANY
By /s/ Richard J. Grossi
--------------------------------
Chairman of the Board of Directors
and Chief Executive Officer
ATTEST: /s/ Robert L. Fiscus
--------------------------------
Robert L. Fiscus
/s/ Kurt Mohlman
-------------------------
Treasurer and Secretary
- 2 -
<PAGE>
<PAGE>
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT, made as of the 1st day of June, 1995,
to the Employment Agreement, made as of the first day of January,
1988, as heretofore amended by an Amendment to Employment
Agreement, made as of the 23rd day of July, 1990, (the
"Agreement") between THE UNITED ILLUMINATING COMPANY, a
Connecticut corporation (the "Company") and JAMES F. CROWE, an
individual, (the "Executive"),
WITNESSETH THAT:
(1) The Company and the Executive hereby agree to amend the
Agreement as set forth in Sections (2) through (4), inclusive,
below:
(2) By adding to Section (6)(b) the following sentence:
"The Executive may petition the Board of Directors of the Company
for an immediate lump sum payment, in lieu of any amounts payable
pursuant to Section (4)(g) hereof on account of the Executive's
termination of employment pursuant to Section (5)(b)(ii) or
Section (5)(c)(ii) hereof, in an amount equal to the actuarial
present value of a supplemental retirement benefit, expressed in
the form of a single life annuity beginning at Executive's
termination of employment (or age 55, if later), equal to the
excess if any of (A) less (B) where (A) is 2.2% (.022) of the
Executive's highest three-year average Total Compensation times
the number of years at termination (not to exceed thirty) of the
Executive's service deemed as an employee of the Company, and (B)
is the benefit payable under the Company's Pension Plan at the
Executive's termination of employment (or age 55, if later). The
actuarial present value of such supplemental retirement benefit
shall be calculated on the basis of the annual yield on thirty-
year United States Treasury bonds on the final business day of
the month preceding the termination of his employment and the
1983 Group Annuity table. The Board of Directors of the Company
may grant or deny any such petition by the Executive in its sole
discretion."
(3) By deleting the final sentence of Section (6)(d)(iii)
of the Agreement in its entirety and by substituting the
following therefor: "The actuarial present value of such
supplemental retirement benefit shall be calculated on the basis
of the annual yield on thirty-year United States Treasury bonds
on the final business day of the month preceding the termination
of his employment and the 1983 Group Annuity table."
(4) By deleting Section (8)(b) of the Agreement in its
entirety and by substituting the following therefor: "(b) In the
event that a Change in Control has been approved by all necessary
shareholder, creditor and regulatory actions, the Company will,
not later than the day prior to the date of the Change in
Control, pay to the Trustee of The United Illuminating Company
<PAGE>
<PAGE>
Supplemental Retirement Benefit Trust established pursuant to the
Agreement, made as of the 1st day of June, 1995 between the
Company and State Street Bank and Trust Company, as Trustee, cash
in an amount equal to: (A) In the event that the Executive's
employment has been terminated or will be terminated prior to the
date of the Change in Control, a sum, calculated by the Company's
independent certified public accountants, reasonably sufficient
to pay and discharge the Company's future obligations, if any, to
the Executive and/or his personal representative and/or spouse,
under Section (6)(a), Section (6)(b) or Section (6)(d) hereof; or
(B) in the event that the Executive's employment has not been
terminated and will not be terminated prior to the date of the
Change in Control, a sum, calculated by the Company's independent
certified public accountants, reasonably sufficient to pay and
discharge the Company's obligations to the Executive under
Section (6)(d) hereof assuming, for purposes of such calculation,
that the Executive's employment is terminated under said Section
(6)(d) by a Notice of Termination delivered on the date of the
Change in Control and specifying an immediate Date of
Termination."
(5) All the terms and conditions of the Agreement, as
amended and as hereby amended, are and shall remain in full force
and effect.
(6) This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment as of the day and year first above written.
THE UNITED ILLUMINATING COMPANY
By /s/ Robert L. Fiscus
------------------------------
President and Chief
Financial Officer
ATTEST: /s/ James F. Crowe
------------------------------
James F. Crowe
/s/ Kurt Mohlman
-------------------------
Treasurer and Secretary
-2-
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 12
Page 1 of 2
THE UNITED ILLUMINATING COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)
<CAPTION>
TWELVE
MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------------------ JUNE 30,
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income $ 54,048 $ 55,550 $ 56,768 $ 40,481 $ 46,795 $ 45,687
Federal income taxes 17,053 20,844 19,276 22,342 34,551 37,899
State income taxes 9,037 12,647 16,878 4,645 6,216 8,180
Fixed charges 115,997 107,548 109,449 97,928 88,093 85,914
------- ------- ------- ------- ------- -------
Earnings available for
fixed charges (1) $196,135 $196,589 $202,371 $165,396 $175,655 $177,680
======= ======= ======= ======= ======= =======
FIXED CHARGES
Interest on long-term debt $ 94,056 $ 90,296 $ 88,666 $ 80,030 $ 73,772 $ 66,848
Other interest 15,468 9,847 12,882 12,260 10,301 15,274
Interest on nuclear fuel burned 1,533 2,440 2,963 928 - -
One third of rental charges 4,940 4,965 4,938 4,710 4,020 3,792
------- ------- ------- ------- ------- -------
$115,997 $107,548 $109,449 $ 97,928 $ 88,093 $ 85,914
======= ======= ======= ======= ======= =======
RATIO OF EARNINGS TO FIXED
CHARGES 1.69 1.83 1.85 1.69 1.99 2.07
======= ======= ======= ======= ======= =======
---------------
<FN>
(1) Reflects the after-tax effects of write-offs of costs of nuclear generating units
pursuant to SFAS No. 90 of ($1,551,000), ($1,965,000) and ($2,304,000) for the twelve
months ended December 31, 1992, 1991 and 1990, respectively.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 12
Page 2 of 2
THE UNITED ILLUMINATING COMPANY
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
(IN THOUSANDS)
<CAPTION>
TWELVE
MONTHS
YEAR ENDED DECEMBER 31, ENDED
----------------------------------------- JUNE 30,
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Net income $ 54,048 $ 55,550 $ 56,768 $ 40,481 $ 46,795 $ 45,687
Federal income taxes 17,053 20,844 19,276 22,342 34,551 37,899
State income taxes 9,037 12,647 16,878 4,645 6,216 8,180
Fixed charges 115,997 107,548 109,449 97,928 88,093 85,914
------- ------- ------- ------- ------- -------
Earnings available for
combined fixed charges
and preferred stock
dividend requirements(1) $196,135 $196,589 $202,371 $165,396 $175,655 $177,680
======= ======= ======= ======= ======= =======
FIXED CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS
Interest on long-term debt $ 94,056 $ 90,296 $ 88,666 $ 80,030 $ 73,772 $ 66,848
Other interest 15,468 9,847 12,882 12,260 10,301 15,274
Interest on nuclear fuel burned 1,533 2,440 2,963 928 - -
One third of rental charges 4,940 4,965 4,938 4,710 4,020 3,792
Preferred stock dividend
requirements (2) 7,049 7,260 7,100 7,197 6,223 5,142
------- ------- ------- ------- ------- -------
$123,046 $114,808 $116,549 $105,125 $ 94,316 $ 91,056
======= ======= ======= ======= ======= =======
RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS 1.59 1.71 1.74 1.57 1.86 1.95
======= ======= ======= ======= ======= =======
------------
<FN>
(1) Reflects the after-tax effects of write-offs of costs of nuclear generating units
pursuant to SFAS No. 90 of ($1,551,000), ($1,965,000) and ($2,304,000) for the twelve
months ended December 31, 1992, 1991, and 1990, respectively.
(2) Preferred Stock Dividends increased to reflect the pre-tax earnings required to cover
such dividend requirements.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<PAGE>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,349,636
<OTHER-PROPERTY-AND-INVEST> 23,674
<TOTAL-CURRENT-ASSETS> 195,267
<TOTAL-DEFERRED-CHARGES> 523,023
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,091,600
<COMMON> 284,133
<CAPITAL-SURPLUS-PAID-IN> (1,472)
<RETAINED-EARNINGS> 143,675
<TOTAL-COMMON-STOCKHOLDERS-EQ> 426,336
0
11,039
<LONG-TERM-DEBT-NET> 697,597
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 175,850
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 87,800
0
<CAPITAL-LEASE-OBLIGATIONS> 17,657
<LEASES-CURRENT> 280
<OTHER-ITEMS-CAPITAL-AND-LIAB> 675,041
<TOT-CAPITALIZATION-AND-LIAB> 2,091,600
<GROSS-OPERATING-REVENUE> 328,827
<INCOME-TAX-EXPENSE> 23,483
<OTHER-OPERATING-EXPENSES> 250,674
<TOTAL-OPERATING-EXPENSES> 274,157
<OPERATING-INCOME-LOSS> 54,670
<OTHER-INCOME-NET> 1,503
<INCOME-BEFORE-INTEREST-EXPEN> 56,173
<TOTAL-INTEREST-EXPENSE> 37,753
<NET-INCOME> 17,244
1,067
<EARNINGS-AVAILABLE-FOR-COMM> 18,169
<COMMON-STOCK-DIVIDENDS> 19,862
<TOTAL-INTEREST-ON-BONDS> 60,455
<CASH-FLOW-OPERATIONS> 78,041
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.29
</TABLE>
