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EXHIBIT 5
DESCRIPTION OF UIL HOLDINGS CAPITAL STOCK
COMMON STOCK
DIVIDEND RIGHTS. Subject to the limitations, if any, specified with
respect to the preferred stock and the preference stock, or any series
thereof, issued by UIL Holdings from time to time, dividends may be
paid on shares of UIL Holdings common stock, out of the funds legally
available therefor, when and as declared by UIL Holdings board of
directors.
LIQUIDATION RIGHTS. Subject to the limitations, if any, specified with
respect to the preferred stock and the preference stock, or any series
thereof, issued by UIL Holdings from time to time, in the event of any
dissolution or other winding up of UIL Holdings, whether voluntary or
involuntary, the assets of UIL Holdings available for payment and
distribution to shareholders will be distributed ratably to the holders
of UIL Holdings common stock.
VOTING RIGHTS. Except as otherwise provided in any statute of the State
of Connecticut or as otherwise specified with respect to the preferred
stock or any series thereof of UIL Holdings, all voting power vests
exclusively in the owners of UIL Holdings common stock.
MISCELLANEOUS. UIL Holdings common stock has no cumulative voting
rights, preemptive or conversion rights or redemption or sinking fund
provisions, and the outstanding shares of UIL Holdings common stock
will be fully paid and non-assessable. Except for restrictions on
transfer imposed upon UIL Holdings common stock as the result of any
applicable laws, including applicable federal and state securities
laws, UIL Holdings common stock is freely transferable and not subject
to any restrictions on alienability.
