<PAGE>
COMMON STOCK COMMON STOCK
[SEAL] [SEAL]
Number Shares
UIL
UIL HOLDINGS CORPORATION
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 902748 10 2
ORGANIZED UNDER THE LAWS OF THE STATE OF CONNECTICUT
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
CERTIFICATE OF STOCK
UIL HOLDINGS CORPORATION, TRANSFERABLE ON THE BOOKS OF THE COMPANY IN PERSON OR
BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURES OF ITS DULY AUTHORIZED
OFFICERS.
DATED:
<TABLE>
<S> <C>
/s/ Robert L. Fiscus [SEAL] /s/ Nathaniel D. Woodsen
VICE CHAIRMAN OF THE BOARD OF CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
DIRECTORS, CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY
</TABLE>
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
By
AUTHORIZED SIGNATURE
<PAGE>
UIL HOLDINGS CORPORATION
The Company will furnish to any shareholder upon request and without
charge a full statement of the designations, terms, limitations and relative
rights and preferences of the shares of each class of the Company's stock
authorized to be issued and, with respect to each such class authorized to be
issued in series, the variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM --as tenants in common UNIF GIFT MIN ACT--.........Custodian...........
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right under Uniform Gifts to Minors
of survivorshp and not as Act..................
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
FOR VALUE RECEIVED, ________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
/ /
---------------------------------------
--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
------------------------------------------------------------------------- SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
--------------------------------------------
--------------------------------------------------------------------------------
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED COMPANY
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED,
--------------------
X
--------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
