EX-10.26

EXHIBIT 10.26

I.  INTRODUCTION

1. THIS AGREEMENT, made and entered into as of March 24, 2010, by and between the Southern Connecticut Gas Company, (hereinafter called the Company) and the United Steelworkers Of America on behalf of Local Union 12000 (hereinafter called the Union),  WITNESSETH:

2. Purpose Of Agreement

That for the purpose of facilitating the peaceful adjustment of differences that may arise from time to time, and of promoting harmony and efficiency, to the end that employees and the Company and the general public may be mutually benefited, the parties hereto contract and agree with each other, as follows:

3.     Legal Considerations

No provision in this Agreement shall be deemed to require the Company or the Union to disregard existing or future statutes, decrees, orders, rulings or regulations.  All provisions of this Agreement are subject to all applicable statutes now or hereafter in effect and to the lawful regulations, rulings, decrees and orders of all Courts and regulatory bodies having jurisdiction.  If any such statutes, regulations, rulings, decrees or orders shall conflict with any provision of this Agreement, said provision shall be void and unenforceable, and the Company and the Union shall meet to discuss the apparent unenforceability and replacement provisions.

The unenforceability of any provision shall not affect the remaining provisions of this Agreement.

4. The masculine pronoun wherever used herein shall include the feminine.

II.  RECOGNITION

1.      Union Recognition and Bargaining Unit

The Company hereby recognizes the Union as the exclusive bargaining agent with respect to wages, hours and conditions of employment, for a bargaining unit consisting of all Company employees performing the type of work covered by the job classifications listed in Appendix A.  Excluded from the bargaining unit are executives, managerial employees, professional employees, confidential employees, office clerical employees (except those listed in Appendix A), and all guards and supervisors as defined in the Act.

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2.      Bulletin Boards

The Company shall provide ample bulletin board space for posting notices of Union meetings.  The bulletin boards shall be located at convenient places in each department.  Material other than notices of Union meetings shall be submitted to the Management and approved by it before posting.

3. Union Business

Neither the Union nor its officers or members will conduct Union business on Company time, other than soliciting new members.  The Union agrees that Union meetings with members will not be called on Company time.  This verbal request must be presented to the Company 48 hours prior to the requested time off when feasible.  Notification to the Supervisor and Human Resources is required.

III.  RESPONSIBILITY

1.      Responsibility of Management

The direction of the employed personnel, including the right to hire, to suspend or discharge for proper cause, to transfer, promote or demote, and the right to relieve employees from duty because of lack of work, or for other legitimate reasons is vested exclusively in the Company, provided that this will not be used for the purpose of discrimination against any employee and provided that such rights vested in the Company shall not be inconsistent with any other provisions of this Agreement.  The Company reserves the right to establish and publish from time to time rules and regulations which are not inconsistent with the terms of this Agreement.  The Company agrees not to put such rules and regulations into effect without prior discussion with the Union.  The Company shall protect all of its employees against all complaints, charges or accusations until after appropriate investigatio n has been made.

The right to determine who are to hold supervisory positions is vested exclusively in the Company.

2. No Strike - No Lockout

During the term of this Agreement, there shall be no lock-outs by the Company, and the Union agrees that there shall be no strikes, walk-outs, concerted slow-downs or other interference with the normal course of the Company's business.

3. Corrective Procedure

In further consideration of the mutual promises contained herein, the parties hereto expressly agree that neither party shall bring or cause to be brought, any court, or other legal or administrative action against the other until the dispute, claim, grievance or complaint shall have been brought to the attention of the party against whom it shall be made and the said party, after actual notice of same, shall within a reasonable time, fail to take steps to correct the cause or circumstances giving rise to such dispute, claim, grievance, or complaint.

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4. No Discrimination

Neither the Company nor the Union, nor the respective officers, members or employees of either, shall discriminate against, coerce or intimidate any temporary or permanent employee because of  race, color, religion, age, sex, sexual orientation, national origin, physical or mental disability,  marital status, veteran status, or any other conditions protected by law.

5. Responsibility of Union

The Union agrees that it will use its best efforts to make certain that its members will individually and collectively perform loyal and efficient work and services and will use their influence and best efforts to protect the property of the Company and the Company's interest, and will assist in promoting sales of the Company's product, and otherwise will cooperate with the Company and employees of all departments in promoting and advancing the welfare of the Company and its services at all times.

IV.  UNION MEMBERSHIP

1. Union Shop

It shall be a condition of employment that all employees of the employer covered by this Agreement, who are members of the Union in good standing on the effective or execution date of this Agreement, whichever is the later, shall remain members in good standing and those who are not members on the effective or execution date of this Agreement, whichever is later, shall on the thirtieth day following the effective or execution date of this Agreement, whichever is the later, become and remain members in good standing in the Union.  It shall also be a condition of employment that all employees covered by this Agreement and hired on or after its effective or execution date, whichever is the later, shall on the thirtieth day following the beginning of such employment become and remain members in good standing in the Union.  The Company shall notify the Union of all new employees to be covered by this Agreement no later than the tenth day of the month following their employment.

2. Assignability

This Agreement shall be binding upon the successors and the assignees of the parties hereto and no provision, terms or obligations herein contained shall be affected, modified, altered or changed in any respect whatsoever by any change in the regular status, ownership or management of either party herein.

3. Collection of Dues

The Company agrees to deduct from the wages of each employee on the first pay day of each month (or as otherwise agreed to by the parties), in accordance with the expressed terms of a signed voluntary authorization to do so, the monthly dues as provided by the Constitution of the International Union, initiation fees for each new member and reinstatement fees for the month or months owed and to remit such check-off to the International Secretary-Treasurer of the United Steelworkers of

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America, Five Gateway Center, Pittsburgh, Pennsylvania 15222, on or before the first day of the following month.  Monthly remittances shall be accompanied by an itemized statement showing the name of each Union member and the amount checked off with a copy given to the Local Union Financial Secretary.

An Employee who has worked at least five (5) days in the current month and who quits, is laid off, or is discharged for cause, shall have the current month's dues deducted from his final pay.

4. Probationary Period

The probationary period for new employees will be considered a trial period and they may be terminated during this period at the discretion of the Company, without appeal by the Union.  All new employees who have served the six (6) months probationary period shall be considered regular employees with seniority rights as from the day of employment, but at any time after employment, upon receipt of a proper authorization executed by a probationary employee, the Company will deduct his initiation fee and dues and pay them over to the Union, as provided herein.

5.    Temporary Employees

Temporary employees are defined as employees hired for a temporary period of time.  When the need for hiring temporary employees arises, the Company will meet with the Union to discuss the matter and the number of such employees to be hired will be determined on the basis of the Company's reasonable need at the time.

Temporary employees will be hired at the rate shown for temporary employees on the rate schedule.

A temporary employee rehired will be credited cumulatively for the required period of time for an increase.

Temporary employees are not entitled to benefits of pension, sick pay, vacations, all insurance coverages, inclement weather payments for more than two (2) hours, seniority or the right to be considered for regular employees status.

Temporary C & M Department employees will receive two (2) hours pay when they are required to report for work on days on which, in the opinion of the Company, conditions prevent them from working.

Should the need arise to utilize a temporary employee for a period longer than four months, the Company will meet with the Union to discuss the possibility of extending the employee's temporary status.  The union agrees that its consent will not be unreasonably withheld.  When an employees' temporary status expires, the employee shall be considered a regular employee and the job will be posted per the contract.

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No reduction will take place in a department while temporary employees are working in that department.  Any laid off employee or an employee being reduced will be offered continued employment or recall if qualified, before a temporary employee is maintained at work or hired.  In the event of a reduction in force or before any regular employee is laid off, temporary employees will be reduced and laid off first.

V.  HOURS OF WORK

1. Work Day, Work Week

Five (5) days of eight (8) consecutive hours, shall constitute a week's work.

The Company agrees that the work schedules will not be changed for the duration of the Agreement, unless by mutual agreement.  The Union agrees that its consent will not be unreasonably withheld.

A stated hour for reporting to work shall be given each employee, and except in the case of emergency, shall be in accord with the work schedules as shown below.

2. Daily Work Schedules

CONSTRUCTION & MAINTENANCE:

7:00 A.M. -  3:00 P.M. (Crew members may individually take a 15 minute working lunch break while other crew members simultaneously continue to perform their assigned duties)

Lead Welder, Welder A, Lead Street Technician, Street Technician A, Street Technician B, Street Technician C, Laborer, Deliverer A, Deliverer B, Machine Operator A, Machine Operator B

7:00 A.M. – 3:30 P.M. (Half-hour lunch period to be taken between 11:30 A.M. – 1:00 P.M.)

Lead Regulator Technician, Regulator Technician A, Regulator Technician B

GAS ENGINEERING:

7:30 A.M. - 4:00 P.M.(Rotating half hour lunch period to be taken between   11:30 A.M. – 1:00 P.M.

            Drafter Record Clerk

 Drafting Specialist

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7:30 A.M. - 4:00 P.M.(half hour lunch between 12:00 Noon & 12:30 P.M.)

Corrosion Mechanic

Corrosion Mechanic B

TRANSPORTATION & MAINTENANCE DEPARTMENT:

7:00 A.M. - 3:30 P.M. (Fixed lunch to be taken 12:00 noon - 12:30 p.m.) April 1 - October 31

7:30 A.M. - 4:00 P.M. (Fixed lunch to be taken 12:00 noon - 12:30 p.m.)November 1 - March 31

Lead Fleet Mechanic, Mechanic A (Fleet), Mechanic B (Fleet), Mechanic C (Fleet), Maintenance Mechanic A, Mechanic A-(Maintenance), Mechanic B (Maintenance),  Fleet Record Clerk

3:00 P.M. - 11:30 P.M. (Fixed lunch to be taken 7:00 p.m. - 7:30 p.m.) April 1 - October 31

3:30 P.M. - 12:00 Midnight (Fixed lunch to be taken 7:00 p.m. - 7:30 p.m.) November 1 - March 31

Lead Fleet Mechanic, Mechanic A (Fleet), Mechanic B (Fleet), Mechanic C (Fleet)

METER SHOP:

7:30 A.M. - 4:00 P.M. (half hour lunch to be taken between 11:30 A.M. & 1:00 P.M.

Meter Person A, Meter Tester, Meter Repairer B, Meter Repairer, Lead Meter Repairer, Meter Repairer Generalist

7:30 A.M. - 4:00 P.M. (half hour lunch to be taken  between 12:00 Noon & 1:00 P.M.)

           Meter Shop Generalist

STORES::

7:00 A.M. - 3:30 P.M. (half hour lunch to be taken between 11:30 a.m. - 1:00 p.m.)

Lead Storeroom Clerk, Storeroom Clerk A, Storeroom Clerk B, Appliance/Appliance Parts Clerk, Inventory Control Generalist, Plant Services Generalist

8:30 A.M. – 5:00 P.M. (half hour lunch to be taken between 11:30 A.M. – 1:00  P.M.)

Plant Services Generalist

METER READING/COLLECTION DEPARTMENT:

7:30 A.M. - 4:00 P.M. (Half hour lunch period to be taken between  11:30 A.M. and 2:00 P.M.)

Senior Utility Helper/Meter Reader, Collector, Special Collector

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INSTRUMENTATION:

7:30 A.M. – 4::00 P.M. (Half hour lunch period to be taken between 11:30 A.M. and 2:00 P.M.)

Lead Instrument Technician, Measurement Technician, Instrument Technician, Instrument Technician B

 Hours: 7:00 A.M. - 12 N, 12:30 P.M. - 3:30 P.M.

 Instrument Technician B

 Instrument Technician

 Lead Instrument Technician

 Measurement Technician

CUSTOMER SERVICE DEPARTMENT:

Hours: 7:00 A.M. - 3:30 P.M. (Half hour lunch period to be taken between 11:00 A.M. and 1:00 P.M.)

Days:  Monday through Friday:

Service Technician A Instructor, Service Technician A, Lead Service Technician, Technical Services Specialist, Meter Representative

Hours:  7:00 A.M. – 3:30 P.M. (Half hour lunch period to be taken between 11:00 A.M. and 1:00 P.M.

 Days:  Tuesday through Saturday

Meter Representative

Hours: 8:00 A.M. - 4:30 P.M. (Half hour lunch period to be taken between 11:30 A.M. and 1:30 P.M. other than shift personnel)

Days:  Monday through Friday

Service Technician A Instructor, Service Technician A, Lead Service Technician, Technical Services Specialist, Special Service Rep (Middlesex) Service Technician B, Service Technician C,  Apprentice Helper, Helper, Fitter A, Mechanic A-Service, (other than shift personnel)

Shift Personnel:

Hours:	(1st shift)	8:00 A.M. through 4:00 P.M.
	(2nd shift)	4:00 P.M. through 12:00 Midnight.
	(3rd shift)	10:00 PM through 6:00 A.M.
		12:00 Midnight through 8:00 A.M.

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SERVICE TECHNICIAN SCHEDULES:

	A	B	C	D	E	F	G	H	I	J
Sunday	Off	10 PM-6 AM	Off	4-12	8-4	Off	Off	Off	Off	Off
Monday	Off	10 PM – 6 AM	Off	4-12	8-4	Off	Off	Off	6 AM – 2 PM	6 AM – 2 PM
Tuesday	8-4	10 PM – 6 AM	4-12	4-12	8-4	8-4	8-4	7-3:30	6 AM – 2 PM	6 AM – 2 PM
Wednesday	8-4	10 PM – 6 AM	4-12	4-12	8-4	8-4	8-4	7-3:30	6 AM – 2 PM	6 AM – 2 PM
Thursday	8-4	10 PM – 6 AM	4-12	4-12	8-4	8-4	8-4	7-3:30	6 AM – 2:00 PM	6 AM – 2 PM
Friday	12-8	Off	4-12	Off	Off	8-4	8-4	7-3:30	6 AM – 2 PM	6 AM – 2 PM
Saturday	12-8	Off	4-12	Off	Off	8-4	8-4	7-3:30	Off	Off

Note:

(1) Meter Representative

“H” Shift – 7:00 A.M. – 3:30 P.M.

Tuesday through Saturday

(1) Meter Representative

“H” Shift – 7:00 A.M. – 3:30 P.M.

Tuesday through Saturday; Saturday does Dispatching from 8:00 A.M. to 4:00 P.M. with

primary coverage for vacations and absences.

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Dispatchers:

Hours:             7:00 A.M. – 4:00 P.M. (1 hour lunch between 12:30 P.M. and 1:30 P.M (Shift A) and between

11:30 A.M. and 12:30 P.M. (Shift B)).

11:00 A.M. - 7:00 P.M.

 Days: Monday - Friday

 Dispatcher

 Lead Dispatcher

 Technical Services Dispatcher

(1st shift)                  8:00 AM – 4:00 PM

          (2nd shift) 4:00 P.M. - 12 Midnight

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        (3rd shift) Midnight - 8:00 A.M.

Dispatcher

Technical Services Dispatcher

DISPATCHER SCHEDULES

	A	B	C	D	E	F	G	H	I	J
Sunday	OFF	OFF	OFF	8-4	12-8	4-12	OFF	4-12	8-4	OFF
Monday	7-4	7-4	11-7	8-4	12-8	4-12	OFF	OFF	4-12	OFF
Tuesday	7-4	7-4	11-7	8-4	12-8	4-12	4-12	OFF	OFF	7-3:30
Wednesday	7-4	7-4	11-7	8-4	12-8	OFF	4-12	4-12	OFF	7-3:30
Thursday	7-4	7-4	11-7	OFF	12-8	OFF	4-12	4-12	8-4	7-3:30
Friday	7-4	7-4	11-7	OFF	OFF	4-12	12-8	4-12	8-4	7-3:30
Saturday	OFF	OFF	OFF	8-4	OFF	4-12	12-8	4-12	8-4	7-3:30

J Shift:  Spare dispatcher is Meter Representative assigned to Service Technician Shift J

Spare dispatcher is primary coverage for all single day or weekly absences as the Company requires.

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GAS CONTROL DEPARTMENT:

Hours: 7:00 A.M. - 12 N, 12:30 P.M. - 3:30 P.M.

Days:  Monday through Friday

Electrician, Gas Control Mechanic, Gas Control Mechanic-Operator, General Helper, Regulator Technician A, Regulator Technician B, Lead Electrician, LNG Measurement Technician, LNG Technician

Hours: 7:00 A.M. - 3:00 P.M., 3:00 P.M. - 11:00 P.M., 11:00 P.M.-7:00 A.M.

LNG Maintenance Operator.

Hours: 7:00 A.M. - 12 N, 12:30 P.M. - 3:30 P.M.

LNG Utility Operator when not on shift

3. Shift Schedules

A regularly scheduled first shift shall not start prior to 6:00 A.M.

A regularly scheduled second shift shall not start prior to 11:00 A.M.

A regularly scheduled third shift shall not start prior to 10:00 P.M.

Eight hour shifts have no scheduled lunch period.

4. Work Schedule Changes

The Company agrees that the work schedules will not be changed for the duration of the Agreement, unless by mutual agreement.  The Union agrees that its consent to a change will not be unreasonably withheld.

VI.  WAGES

1. Wage Level

The Company agrees to provide wage schedules, (Appendices A1 through A5) which will give each employee a fair wage for work performed.  Wage differentials between jobs are based on differences in responsibilities, skill and duties.

2. Wage Grades

Jobs of the same relative value are grouped together in Wage Grades.  The grade determines the rate of pay for all jobs included in the grade except as otherwise agreed to in the contract.

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3.        Wage Ranges

Wage ranges are established for each wage grade.  A minimum and maximum rate apply to each classification within the grade.

4.        Wage Schedule

The rates set forth in Appendix A1 -  A- 5  shall apply to bargaining unit work.

Effective  March 24, 2010, the rates for each job classification will be increased by 3%.

Effective  March 24, 2011 the rates for each job classification will be increased by 3%.

Effective  March 24, 2012, the rates for each job classification will be increased by  3%.

Effective  March 24, 2013, the rates for each job classification will be increased by  3%.

Effective  March 24, 2014, the rates for each job classification will be increased by  3%.

5. Wage Progression

Progression to the job maximum shall be in automatic service steps as indicated in the wage schedules.

6. Determining Wage Rates

In the event a new bargaining unit job is established, or a substantial change is made in the duties of an existing job, the rate for the new or changed job shall be established by the Company and the Union based on its equitable relationship to other bargaining unit jobs.  If the parties disagree on the rate, the matter shall be subject to the grievance and arbitration procedure.

7.        Special Wage Rates

Red Circle Rates:

When the Company and the Union agree to a *red circle rate as a result of consolidation, or by mutual agreement, the red circle rate shall cease to exist when the employee reaches a rate through advancement that exceeds his red circle rate or if one of the following conditions occurs:

a. The employee voluntarily bids to lateral or lower rated job.

b. The employee refuses an opportunity to return to his former job.

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*  Red circle is defined as a rate of 10¢ or more as of the time assigned the job, above the maximum rate of the job to which an employee has been transferred.  Rate differences of less than 10¢ shall continue to be paid and general increases shall be applied to said rate.  Employees holding a red circle rate shall receive all general wage increases.

c. Work assignments to Lead Street Technician leading crews will be made by the General Construction Supervisor or his designee.  Lead Street Technicians at the top of their labor grade will be assigned to all types of street work.  The duties of a Lead Street Technician leading a crew or assigned to inspection work will include all paper work necessary to complete the work order.

d. Employees who were on the payroll as of 3/24/93, who are currently in job grades 5 -11 or who subsequently move into these job grades will be subject to a twelve month progression.  Employees hired after 3/24/93 will follow the progression as indicated in Schedule A.

VII.  ALLOWANCES

1.        Overtime

Any work performed by operating and manual employees over eight (8) hours in one (1) day or over forty (40) hours in any one payroll week shall be paid as overtime at the rate of time and one half.

 Double time payments will be paid for all hours worked on the 6th and/or 7th day of the employee’s scheduled work week, after 16 continuous hours of work, holidays and call-outs.

 All work, emergency or overtime, shall be distributed equally among all employees as far as practicable.

No employee will be required to take time off for time accumulated in overtime.  In any work week employees will be permitted, where practicable, to make up time lost to a total of forty (40) hours. Such time shall be counted as straight time and paid for accordingly.  In any normal work week employees may make up time taken off voluntarily, provided the  Manager of the Department approves and there is no additional expense to the Company.

2. Work on Day off

Time worked continuously after a regularly scheduled work period will not be considered as "work on a day off."

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3.        Shift Allowance

Employees on regularly scheduled Monday - Friday shifts shall receive a differential above their hourly rate as follows:

Effective March 24, 2010:	2nd shift:	$1.35
	3rd shift:	$1.45
Effective March 24, 2012:	2nd shift	$1.40
	3rd shift	$1.50

Effective March 24, 2014	2nd shift	$1.45
	3rd shift	$1.55

These shift differentials shall not apply to an employee on the first shift, whatever the hours worked.

Employees on a regularly scheduled Saturday shift shall receive an amount of 7% of their hourly wage rates in addition to their regular hourly rates.  Employees on regularly scheduled Sunday shift shall receive an amount of 11% of their hourly wage rates in addition to their regular hourly rates.  The premium rates shall in no case be paid for more than eight (8) hours worked on any shift.

In addition to those employees on a regularly scheduled shift, employees who cover for absences on a straight time basis shall receive the applicable shift allowance.

A regularly scheduled second shift shall not start prior to 11:00 A.M.  A regularly scheduled third shift shall not start prior to 10:00 p.m.

The applicable shift bonus will be included in payment for vacations, holidays and compensable injuries for employees regularly assigned to shift work.  The shift allowance will not be compounded.

4.        Call-in Allowance

An employee called in to work by a responsible authority of the Company, after he has finished his day's work and has left the Company's property shall, with respect to each such call-in, be paid at the rate of double time for work so performed from the time of call (assuming he arrives within a reasonable amount of time) but shall, in any event, receive for such work performed, after recall, an amount equal to at least six (6) hours of straight time pay.

Employees called in shall phone in for further work before going home, if the first assignment is finished within the three (3) hours guarantee period.  Any further assignment shall be deemed part of the first call-in assignment.

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Any employee called in to work one (1) hour before the starting time of his schedule will be paid at the rate of double time for that hour, but the overtime premium shall not be pyramided.

Employees will receive four hours straight time pay for scheduled overtime cancelled with less than 24 hours notice.

5. Meal Allowance

Effective March 24, 2010, meal allowance will be discontinued.  Employees on the payroll effective March 24, 2010 will receive an increase of 13 cents per hour, prior to the 2010 general wage increase, in lieu of any future meal allowance payments.

6.        Rest Allowance

An employee responding to emergency call-outs, who has worked a total of four (4) hours and who completes his work after midnight, except in cases of extreme emergency, is assured eight (8) hours rest before reporting to work again.  When the eight (8) hours rest period continues beyond the start of the employee's next scheduled shift, such employees will not be required to report until the end of the designated period of rest.  Such employees will not suffer any loss of pay for any time lost between the normal shift starting time and the time they begin work.

Except in cases of extreme emergency, a minimum of eight (8) hours rest will be given to employees who work more than sixteen (16) consecutive hours in any twenty-four (24) hour period.

An employee is responsible for obtaining authorization and advising management that he intends to take rest allowance prior to accepting additional work or continuing to work, when the utilization of rest allowance is probable.

7.        Jury Duty Allowance

Employees who are called for jury service will, for each day paid for such service, be given the difference between such pay as jurors and the amount they would have received at their straight time hourly rate had they worked.  To be eligible for such payment, it shall be the duty of employees called for jury service to present proper evidence of service and the compensation received.  Jury duty allowance will be discontinued following the 40th day of jury duty, or upon the conclusion of an extended case or trial.  Anyone volunteering for jury duty will be precluded from this allowance.

8.       Funeral Leave Allowance

In case of the death of a relative, limited to mother, father, wife, husband, sister, brother, children, mother-in-law, father-in-law, grandchild, or member of the employee's immediate household, time off with pay for scheduled working hours will be allowed not to exceed three (3) consecutive scheduled work days.  One (1) day will be allowed for grandparent, aunt, uncle, niece or nephew, brother-in-law, sister-in-law.

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Immediate household is defined as a relative or in-law who has been a permanent resident in the employee's home.

An employee who is scheduled to work, but is absent up to four (4) hours to attend the local funeral, or eight (8) hours to attend an out-of-state funeral of a cousin shall be allowed time off with pay.

The Company will permit four (4) employees time off with pay, not to exceed four (4) hours during their regular work schedule to act as pall bearers at the funeral of an active or retired employee, or a member of an employee's immediate family, as defined above.

9.        Personal Business

Time off with pay will not be given for personal business otherwise except that a Department Manager may grant up to two hour's time off with pay if the conditions merit it in his judgment.

10.      Inclement Weather

Under inclement weather conditions, which include excessive snow, rain, sleet, cold and heat, activity in the C & M Department will be limited to emergency work, as determined by the Company.

Regular C & M Department employees, who report for work during inclement weather, will not be required to perform their normal duties, but will be assigned to other work of the type related to the Mains & Services Department  or in Stores within the Operations Center.

The Company agrees not to change its policy dated February 29, 1980, on work during cold weather in the C & M Department, for the duration of the contract.

If in the judgment of management a hazardous condition caused by severe inclement weather exists, the Company will assign Senior Utility Helpers/Meter Readers  to other work related to their classification.

Training and safety will be given primary emphasis except in cases of emergency and unusual situations.

11.      Stand-by Pay (Regulator Technicians)

Regulator Technicians will receive stand-by pay from November 1 through February. Employees on stand-by duty shall be paid  $27 per day for weekdays and  $39 per day for Saturdays and  $39 per day for Sundays and paid holidays.

12. Stand-By Pay (C & M Department)

Employees who are part of the Construction and Maintenance Department crews will be assigned to standby duty on all calendar days.

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They will form two standby crews which will consist of a Lead Street Technician, backhoe operator and  two other C & M Department employees between December 1 and March 31.

Between April 1 and  November 30, there will be two standby crews which will consist of a Lead Street Technician, backhoe operator and  one other C & M Department employee.

Each standby assignment covers seven 24 hour periods beginning at start of the day shift on Friday.  The Company and Union will review the Friday verses Monday start annually.

Employees on stand-by duty shall be paid  $27  per day for weekdays and   $39 per day for Saturdays and   $39 per day for Sundays and paid holidays.

The standby schedule shall not adversely affect the vacation selection by any employee.  It will be the Company's responsibility to assign vacation fill in's, sickness and daily absences for stand-by in a fair and equitable manner from the low overtime list.

13. Military Service, Payment for

Employees who voluntarily enlist, or are conscripted in the United States Army, Navy, Marines, Air Force, or Coast Guard for full time military service, shall receive one (1) week's pay for each year of service with the Company, up to four (4) weeks pay.

Any employee called by the National Guard or Military Reserve to perform emergency duty shall be paid by the Company the difference between the military pay and his regular straight time daily pay.

In addition, the Company will pay the difference between the military pay and his regular straight time daily pay for employees called to perform normal national guard or reserve duty for up to three weeks per year.

Under either circumstance, to be eligible for such payment, it shall be the duty of the employee to present proper evidence of services and the compensation received.

14. Coffee Break and Wash-up Time

The Company will allow a coffee break of fifteen (15) minutes in the morning and afternoon for all employees.  Manual workers in the Operating Departments also will receive a wash-up period at the end of the work day of ten (10) minutes.

15. Appliance Discount Allowance

Employees will be allowed to purchase new appliances which the Company sells to the public, for their personal use or for their relatives’ use at a cost of $15.00 over the Company cost.

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16.      Union Business

The Company agrees to grant to members of the Local Union such reasonable leaves of absence without pay for transacting Union business in such numbers and for such lengths of time as may be deemed proper by the Company.  No employee on such leave shall lose any seniority status while absent.  Upon returning, he shall be reinstated in the position he held at the time of taking such leave of absence.  Nothing in this section shall be used for the purpose of discrimination against any official of the Union.

17.      Leaves of Absence

The Company agrees to grant to employees, without pay, such reasonable leaves of absence as may be deemed acceptable by the Company.  The company will promptly notify the union of leaves granted.

No employee on such leave shall lose any seniority status while absent.  Upon returning he shall be reinstated in the position he held at the time of taking such leave of absence.

An employee not otherwise eligible for sick leave or medical leave who is unable to work as certified by a physician shall be granted up to four months of unpaid medical leave, if eligible for such under applicable law.

18. Safety Shoe Allowance

A safety shoe allowance of   $125 annually, will be provided in accordance with Company policy on safety shoes.

Effective March 24, 2010, the $125 becomes $150.  Effective March 24, 2012, the $150 will increase to $160.

19. Clothing Allowance

The Company will provide gloves for the Street Department employees.   The Regulator Technician and his Helper will be furnished coveralls to be used when they go into regulator pits.

Other designated items of clothing will be provided in accordance with the Agreement.

Effective January 1, 2011, outside of initial issuance, all of the designated items will be replaced because of wear if such clothing is turned in.  Clothing will not be replaced if lost or stolen.  New employees will receive an extra allotment of uniforms and the Company will maintain an inventory for replacement issuance going forward. In keeping with the positive image that the Company and the Union wish employees to present to the public, employees will wear the full designated uniform items issued for the respective departments during all business hours.

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20. Tools

The current practice of the Company purchasing tools will continue.

Any new tools that are required for work, because of technological change, will be purchased by the Company.  These tools will belong to the Company and will be available for the use of employees.

21. Employee Stock Purchase Plan

 Effective January 1, 2005, employees who have completed at least five months of service, will be eligible to participate in the Employee’s Stock Purchase Plan.  The Company will pay the full administrative costs of the plan,

 including brokerage costs.  In addition, the Company will contribute at the time of the payroll deduction, an amount equivalent to 10% of the employee’s payroll deduction.

22.       Educational Reimbursement

Effective January 1, 2005, employees will receive 100% tuition reimbursement for a grade C or better under the guidelines established in the October 15, 2004 agreement.

VIII.  HOLIDAYS

1. The Company will post a list of holidays before the last day of January of each year and will include the January of the next year.

Recognized Holidays

The following shall be considered legal holidays: (1) New Year's Day, (2)  Martin Luther King’s Birthday (3) President’s Day, (4) Good Friday, (5) Memorial Day, (6) Independence Day, (7) Labor Day,  (8) Thanksgiving Day, (9) Christmas Eve (4 hours pay only), (10) Christmas Day, (11) New Year's Eve (4 hours pay only).

 Effective March 24, 2010, employees will receive two floating holidays which will be coordinated in conjunction with the vacation selection process for his/her department.

When state or federal statute requires that any of the holidays set forth above be observed on a day other than the day normally observed, the holiday shall be observed on the day prescribed by state or federal statute, whichever is controlling.

Whenever one of the above holidays falls on a Saturday, the Company at its discretion, may celebrate it the Friday before, the Monday following, or may pay an additional day's pay therefore.  Any of the above holidays which fall on a Sunday shall be celebrated on the following day (Monday).

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2. Holiday Payments

All employees shall be paid for the legal holidays listed above at the regular hourly rate of pay for such employees.  Employees scheduled to work on such holidays shall be paid at the rate of double time for hours worked on that day, in addition to the amount received for such legal holiday.  If the employee has active discipline for attendance of a written warning or more, that employee is required to work the day before, and the day after a holiday, in order to be paid for the holiday, unless the employee has a valid reason for absence, such as hospitalization.

Double straight time shall be paid for work performed on a holiday outside an employee's normal schedule, regardless of other provisions of this Agreement.

3. Easter Payment

Double straight time shall be paid for hours worked on a regularly scheduled Easter Sunday.

4. Christmas Eve and New Year's Eve Payment

All employees shall be paid four (4) hours pay at the regular hourly rate of pay for such employees for these half days.

Employees required to continue working into the four (4) hour allowed portion of their work schedule will be paid at the rate of double time for working during that period.

5. Day Off in Lieu of Holiday

If a holiday falls during an employee's scheduled vacation, or scheduled day off, or during an employee's absence from work because of a compensable injury, he shall receive an additional day's pay or a day off, at the discretion of the employee.

Any employee who is absent from work beyond the period of sick leave allowed him under the terms of Section XIV (Sickness and Disability) will be entitled to receive payment for all holidays remaining in the contract year in which his benefits terminated.  Payments for holidays due under the terms, as outlined above, will be made when the employee returns to work or at the end of the calendar year, whichever occurs first.

IX.  VACATIONS

1. Employees shall be entitled to vacation time as follows:

One year of service - Two weeks vacation with basic pay after first year anniversary of employment.

Employees who will have been in the continuous employ of the Company for five or more years by December 31st shall be entitled to vacation time as follows:

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Five years of service - 3 weeks vacation with basic pay.

Ten years of service - 4 weeks vacation with basic pay.

Twenty years of service - 5 weeks vacation with basic pay.

Vacations may be taken throughout the calendar year.

2. Selection of Vacations

In selecting vacation periods, the principle of seniority, as defined in Article XI, shall prevail, provided said principle does not interfere with the efficient operation of the Company's business.

The Company will solicit employees choices of vacation periods between February 1 and April 15.  Employees will select the time for the vacation period by May 31.  Vacation periods not selected by May 31 will be selected by employees on a first come first serve basis from remaining weeks not chosen by other employees.  Vacation periods not selected by September 1 will be assigned by the Company.

Half vacation days in the Construction & Maintenance Department will be limited to the celebrated Christmas Eve and New Year’s Eve and when on rest time.  The Company will allow a maximum of two additional days to be taken as half vacation days.

Employees taking vacations during the periods as indicated below will receive one additional day's pay for each week of vacation taken during these periods, limited by the following paragraph:

·      C & M	January 1 to April 1
·      Customer Service	March 15 to June 15
·      Maintenance & Transportation	March 15 to June 15
·      Meter Reading	June, July, August
·      Meter Shop	October, November, December
·      Collections	January, February, March
·      Corrosion	January, February, December
·      Gas Control	June, July, August
·      Stores	January 1 to April 1

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3. Payment of Vacation Allowance

The vacation allowance of wages or salary will be paid to each employee in advance.  Except as provided herein, vacations are not cumulative and must be taken in the calendar year in which they are earned.

4. Vacation and Personal Sickness

No additional allowance in vacation pay will be made for sickness or disability incurred while on vacation.

Should a serious illness or injury occur, attested to by a physician, that would interfere with an employee's scheduled vacation, then such an employee will not be required to take his scheduled vacation, but can have it postponed to a period mutually satisfactory to the Company and the Union.  In no event will vacations be extended beyond the calendar year.  If such illness or injury extends beyond the calendar year, the employee will be entitled to vacation pay in lieu of time off.

5. Vacation and Compensable Injury

An employee, unable to complete his vacation because of a compensable injury, will be permitted to carry over the uncompleted portion of this vacation to the following year.

6. Vacation & Disability Retirement

Employees retiring due to a disability shall not be required to use vacation due them but shall receive such pay upon their retirement.

7. Vacation Benefits, Deceased Employee

Should an employee die while in the active employment of the Company, leaving a widow, widower, child or children, father or mother, brother or sister surviving and should such death occur on or after January 1 of a vacation year and before he has had his vacation pay, the Company will pay his full vacation pay for that year to his estate.

X. TRANSFERS, PROMOTIONS & JOB BIDDING

1.        Notice Of Vacancies

In accordance with the current Job Posting Procedure, the Company will post notices of vacancies on all bulletin boards, and will consider applications for such vacancies if they are presented in writing, including a statement of qualifications, within three (3) days after such notice of vacancy was posted.

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Notifications of jobs posted shall be sent to employees who are out sick or are on vacation on the date the job is posted.  A copy of the notice of vacancy will be given to the union at the time of posting.

Before a position is permanently filled, the Union will be notified and if an employee's qualifications are questioned, he may have them passed upon at a meeting between the Union and the Company.

As vacancies occur in regular jobs that require hiring additional help, every effort will be made to transfer eligible employees from other departments.

2.       Transfers

If there are no qualified bidders, the Company may transfer into the posted job, the junior qualified employee in the department in which the vacancy occurs.

The vacancy shall be filled by the employee accepted for the job within fifteen (15) *working days after his acceptance.  Positions that require special coverage by trained personnel, and no replacement is available, shall not be covered by this provision, but every effort will be made to expedite such transfers.  In the event it takes beyond fifteen (15) *working days to fill the position, the Company will advise the Union of the reasons therefor, and the employee will receive any increases due and commence normal wage progression.

In any twelve (12) month period, employees will be permitted a maximum of two (2) transfers as a result of job bid awards.  This restriction will not apply to promotional job bid awards, within the department, to a higher rated job grade.

3.       Qualifications

Seniority shall prevail whenever there is an advancement, promotion or vacancy, provided the employee can qualify for the job.

1.  Ability to learn the job.

2.  Knowledge, skill and efficiency.

3.  Physical condition.

If a question arises as to who is qualified for such advancement, promotion or vacancy, the matter shall be referred to the grievance procedure and arbitration as set forth in this Agreement.  The right to determine who are to hold supervisory positions is vested exclusively in the Company.

4.       Wage Administration

Rates applying to moves on bids shall be determined in accordance with the following:

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A. A transfer on a bid to a higher-rated job shall be at the step in the new job next above the employee's current rate, with a minimum increase of 10 cents per hour.

B. A transfer on a bid to a lower classification shall be at the rate one step lower than the current rate, or the maximum rate for the lower classification, whichever rate is lower.

C. An employee temporarily transferred to a lower-rated position shall be paid his regular rate of pay.

D. An employee temporarily transferred to a higher-rated position shall be paid a minimum of 15 cents above his present rate in accordance with Appendix A at the step in the job next above the employees current rate provided that the new rate is not greater than the maximum rate for the job to be filled.

           E. An employee temporarily transferred to a higher rated position, which he has previously performed, will be paid the maximum rate for the job to be filled or his current rate, whichever is higher.

           F. Accelerated progression for Helpers in the Service Department will be administered in accordance with the Agreement of March 21, 2001.

           G. Accelerated progression for Laborers in the C & M Department will be administered in accordance with the revised Agreement of March 23, 1993.

I. Accelerated progression for Lead Street Technician in the DC&M Department will be administered in accordance with the agreements of March 21, 2001 and October 20, 2004.

5. Temporary Transfers

A. The union will be notified of all transfers outside of the department in advance, where practicable.  Employees returning to work on light or modified duty may be temporarily transferred to a different classification and/or department and will be utilized to the fullest extent possible, including allowing transfers of less than a full 8 hours in one department, but not to exceed two transfers in one day.  The employee will receive the higher rate for any position worked in the day.

B. When a transfer for the convenience of management becomes necessary, the least senior qualified person in the classifications selected by the Company shall be the one transferred.

C. If a qualified person in the same department with greater seniority, whom management determines it can release, opts to take this transfer, the transfer will be awarded to him.

D. Nothing shall prevent temporary transfers within a department from one job to another.

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E. A person transferred for more than one month to another department will be returned promptly to his regular job upon his request, provided an equally qualified replacement is available, and the vacancy still exists.  If a vacancy still exists, the next least senior qualified employee will be transferred in accordance with B above.

   *  Working day is defined as excluding Saturday, Sunday and holidays.

XI.  SENIORITY

The seniority to be considered shall be Company seniority.

Company seniority shall prevail in lay-off and re-employment after lay-off.  The Company, however, will give the union reasonable notice before action is taken in regard to lay-offs and promotions.

The Company shall furnish the Union with seniority lists, showing the first day of continuous employment of each employee.  Such lists shall be revised quarterly.

An employee's length of continuous service shall be broken by, and his seniority shall cease, for the following reasons:

A.        Voluntary quit;

B. Retirement;

C. Discharge for just cause;

D. Failure to report for work without notification to the Company for three (3) consecutive working days except where such failure to give such notification is caused by illness or other good and acceptable reasons which prohibits the employee from giving notice within three (3) working days;

E. Failure to report for work when recalled from layoff within ten (10) working days after receipt of a recall notice except where such failure to report is caused by illness or other good and acceptable reasons which prohibits the employee from giving notice within ten (10) working days;

F. Layoffs of more than five years duration or length of service whichever is less.

G. Failure to report for work upon termination of disability arising from accident or illness, including pregnancy related disabilities, unless an approved personal leave of absence has been granted except as provided in section 4 below of this agreement;

H. Absence for more than two (2) years by reason of employment in an official capacity by the Union;

I. Failure to report for work after the expiration of an approved leave of absence.

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Seniority continues to accumulate under the following exceptions:

1. Parental/Medical Leave will be administered as mutually agreed by the Company and the Union.

2. A leave of absence signed by an Officer of the Company. Upon the granting of a leave of absence, the Company will promptly notify the Union thereof, in writing, of receipt of the notice.

3. Illness attested to by a physician's certificate to the limits provided in section 4 below.

4. An employee with years of service as indicated below who is absent because of physical disability, shall have the right to return with full seniority rights to his former job when a Company-designated physician (a third physician may be selected by the Company physician and the employee's physician to make a final diagnosis) stipulates he is physically able to meet the requirements of the job, or to another job that may be open at the time of his return when, in the judgment of the Company, he meets the qualifications established for such job, provided that such return to work is initiated within the period of time corresponding to the employee's period of service as specified below  following his last day at work, and within one (1) month of termination of disability.

Less than one (1) year of service:  time equal to employment

1 - 2 years of employment: 1 year

          3 - 4 years of employment: 2 years

5 and above years of employment: 3 years

An employee who has exhausted sick leave under Article XIV shall be considered eligible for re-employment as provided above. The company will continue its past practice relative to benefits during the period which the right to return continues.

5. An employee who is granted a leave of absence without pay for transacting Union business for such length of time as is mutually  agreed upon by the Company and Union.

6. Any member of the Local Union, employed in any official capacity by  the Union, shall not lose his seniority in the department of the Company in which he is employed, provided such leave of absence does not exceed two (2) years.

7. Any employee called in service under the provisions of the Selective Training and Service Act of 1940, or under the authority conferred by the Joint Resolution of Congress entitled "Joint Resolution to strengthen the common defense and to authorize the President to order members and units of reserve components and retired personnel of the Regular Army into active military service," approved August 27, 1940, as amended, who (1) receives the certificate provided for therein (2) is still qualified to perform the duties of his former position, and (3) makes application for reemployment within ninety (90) days after he is relieved from service under that Act or Joint Resolution, unless the circumstances have so changed as to make it impossible or unreasonable to do so.

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8. Service in the forces of the United States of America in times of  war.  Should any governmental regulation make it necessary for the Company to lay off employees, the Company agrees that such lay-off shall be considered as a leave of absence and employees so laid off shall accumulate seniority during such lay-off, but should such an employee fail to report for work, within two (2) weeks of the mailing of a notice of recall, addressed to his last address furnished to the Company by the employee, all of such employee's right to recall or seniority shall cease, unless the Company is notified in writing within said period that said employee is unable to report for work because of Manpower Controls, or other governmental controls, or unless the Company is notified in writing within said period that said employee is temporarily ill.

XII WORK FORCE REDUCTION AND RE-EMPLOYMENT

1. The Company and the Union jointly recognize that occasions may arise where adjustments of the work force may be necessary either by reduction-in-force, transfer of work, or reorganization of work.  Such force reductions affecting Regular Employees shall be in accordance with the following procedure:

a. Regular employees will be removed from the classification to be reduced on the basis of their Company seniority.  The senior employees to be reduced may choose their order of reduction on the basis of their Company seniority.

b. Employees removed from their classifications under this procedure may elect to be transferred to:

1. Designated entry level jobs provided they have the required qualifications

2. A lower or equal rated job in their department which they have previously performed and for which they qualify.  They can also take equal or lower rated jobs in the department, for which they qualify, with * minimal training.

3. A lower or equal rated job for which they qualify outside the department, with *minimal training.

c. Displaced employees will be removed from the lower or equal rated classification on the basis of their Company seniority, and will also exercise transfer rights in accordance with "b" above.

d. An employee displaced under this procedure will be offered one favored opportunity to return to his former classification if a vacancy should occur or to a job which ordinarily would be posted on a division wide basis for that department.  This opportunity shall be characterized by the Company's offering this job to such employee prior to, and instead of, posting the notice of such vacancy.  An employee refusing such opportunity will lose such right of return.

e. Employees who have exhausted their rights under the steps outlined, or who have no such rights, shall be subject to layoff, unless protected by the Employment Security provisions.

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f. Employees affected by the foregoing will retain their rights under the Contract including the Posting, Bidding, and employment security provisions.  In addition, the Company will notify employees on layoff of posted vacancies and afford them the opportunity to bid for such vacancies.

g. Super seniority will be considered for executive board members.

h. Bumping up to a higher grade level is permitted to a position which the employee has previously satisfactorily performed.

2. The Company will maintain a list showing the Company seniority of all regular employees laid off.  Re-employment will be made from this list in accordance with Article XI of the contract prior to hiring new employees.

3. An employee who is transferred to an equal or lower rated job classification in accordance with this procedure, shall retain his rate of pay at the time of transfer, and shall be eligible to receive general increases.

4. The red circle rate shall cease to exist when the employee reaches a rate through advancement that exceeds his red circle rate, or under the following conditions:

A. The employee voluntarily bids to lateral or lower rated job.

B. The employee fails to bid on any higher rated job openings in his old department or the department he is currently working in.

C. The employee refuses an opportunity to return to his former job.

5. It will be the responsibility of laid off employees to keep the Company informed of their current address and telephone number.  Recall rights will be in accordance with Article XI.

6. This agreement will provide for Company-wide bumping rights.

* Minimal training shall call for a demonstration on the part of the employee of performance satisfactory to the Company ten working days from his time of transfer into the position.  If his performance is not satisfactory, he must revert to an option that does not call for "minimal training."

DESIGNATED ENTRY JOBS

Apprentice Helper

Collector

General Helper  (L.N.G.)

Helper

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Inventory Control Generalist

Laborer

Mechanic C (Fleet)

Mechanic B (Maintenance)

Meter Representative

Meter Shop Generalist

Meter Person A

Senior Utility Helper/Meter Reader

Storeroom Clerk  B

Street Tech C

XIII  EMPLOYMENT SECURITY

The Company agrees that no bargaining unit employee on the payroll as of January 1, 2001 will be laid off for lack of work during the term of this agreement.    Effective March 24, 2010, the January 1, 2001 date becomes January 1, 2003.

XIV  SICKNESS AND DISABILITY

1. Sickness and Disability

Employees will be paid full time less allowable Social Security Disability Benefits at their basic rates while off duty because of sickness or accident not covered by the Worker's Compensation Act as follows:

	Weeks
Continuous Service	Allowed
Less than one (1) year	None
1 year to 5 years	6
5 years to 10 years	8
10 years to 15 years	12
15 years to 20 years	16
20 years to 25 years	20
Over 25 years	26

Employees with ten (10) years of service, who are totally disabled shall, in addition, be allowed up to 52 weeks at 60% of base pay, less allowable primary Social Security Disability Benefits.

Special cases can be brought before management for individual consideration.

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If payments are made to employees under any law for such sickness or accident, then the difference between such payments and the above schedule will be paid by the Company.

Effective January 1, 1984, employees who have perfect attendance records, on a calendar year basis, will be provided with an additional week of sick pay, beyond their normal entitlement, for each year of perfect attendance, while off duty because of sickness or accident not covered by the Worker's Compensation Act.

The 3/30/06 Agreement regarding utilization of Unum as the Company’s Disability Management Corporation is hereinafter included by reference.  Effective March 24, 2010, the requirement for notification to Unum regarding absences is changed from 7 working days to 5 working days.

2. Compensation For Injury

Effective 9/1/96, Worker's Compensation benefits will be provided under the terms of a Medical Care Plan which has been approved by the Worker's Compensation Commission for the State of Connecticut.  The Plan provides medical treatment for employees who suffer work-related injuries and illness on or after the effective date, through a mandatory network of physicians, and other care providers.  The provisions of the Plan are incorporated herein by reference.

An employee who is absent from work because of injury or illness covered by the Worker's Compensation Act, shall receive, during the calendar year, pay in addition to the compensation payments so as to give him either:

a. full pay for a period including any waiting time equal to twice the period of sick leave to which he is entitled under Article XIV, or

b. full pay for six (6) months whichever is greater, and time lost by reason of such injury or illness, shall not be charged to his sick leave.

The employee may not collect more than his full pay while absent from work on workers compensation leave and is responsible for reimbursing the Company for any over-payments by the

Company as a result of receiving Social Security Disability benefits or any other third party payment as a result of the injury or illness (Article XIV, Section 4 below).

It is agreed that time off during the day given to any employee to treat an injury shall be accumulated toward overtime payment.

3. Injury in Other Employment

An employee injured while gainfully employed elsewhere shall not be entitled to sick leave allowance for such period of incapacity.

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4.       Subrogated Rights

In the event that an employee has a claim against a third party for injury or illness arising out of the injury, for which the Company has paid for time lost from work, the Company shall be subrogated for this third party claim to the extent of its payments to the employee, except for insurance payments made under policies provided by the employee himself.

In instances where the Company has been so reimbursed, the employee's sick leave allowance shall be reinstated to the extent of the reimbursement.

In the event the employee collects damages from such third party whether through a judgment or settlement, the employee shall be obligated to reimburse the Company to the extent of its payments to the employee.  The Company shall have a lien against such proceeds to the extent of such payments.

5. Disability Retirement

An employee who qualifies for a disability retirement pension under the Pension Plan (see Article XV, Section J of this agreement) may elect to receive such pension or to receive sickness benefits under this Section of the Agreement, but not both at the same time.

6. Illness Certification

Before making any sickness or accident payment to employees who in the judgment of the Company, may be considered as abusing the sick leave provisions of this Agreement, the Company shall have the right to require a certificate signed by the attending physician or a Company physician, and such other evidence of disability as the Company may deem necessary.  Any employee who fails to observe the Company rules or who misrepresents his condition or cause of same shall be ineligible for the above benefits.

The Union agrees to cooperate with the Company to prevent and eliminate abuses of the sick leave allowance.

XV.  RETIREMENT

1. Pension Plan

A. The Company has combined the pension plans covering employees and former employees at Bridgeport and New Haven into a single plan.  The major provisions of the two existing plans have been combined into the new plan.  Except as provided otherwise in this Agreement, the benefit entitlement after the consolidation is the same as the benefit entitlement before the consolidation. The Company shall have no right, title, or interest in the contributions made by it to the Trustee and no part of the Trust Fund shall revert to the Company except after the satisfaction of all liabilities of the Plan, as set forth in Article VIII of the Plan Document.

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B. This Section shall comply with ERISA.  Details, in addition to those which follow, will be found in the Summary Plan Description Booklet entitled "SCG Union Employee Benefits” and the plan document entitled “The Southern Connecticut Gas Company Pension Plan for Union Employees”.

C.        Definitions

1. Hour of Service - Any hour for which an employee is directly or indirectly paid by the Company whether for the performance of duties or for reasons (such as vacation, sickness, or disability) other than the performance of duties.

2. Year of Vesting Service - any calendar year in which an employee has at least 975 Hours of Service.

3. Year of Credited Service

a. After 1975 - Any calendar year in which an employee has at least 1,950 Hours of Service.  An employee shall receive pro rata credit for any calendar year in which he has fewer than 1,950 Hours of Service; counting any fraction of the total years of service which is greater than one-half as a whole year.

b. Before 1976 - Any year of an employee's most recent period of continuous service.

D. This Agreement shall apply only to employees who shall retire during its term.  Employees who retired under former agreements, or who shall retire under future Agreements shall be entitled only to such pensions as are provided for in the Agreements in effect at the time of their retirements.  This paragraph shall survive the expiration of this Agreement.

E. Effective March 24, 2010 for those employees hired before January 1, 2002, who subsequently retire at Normal Retirement Age with 5 or more years of service, a pension of $52 per month per year of credited service will be paid at the time of retirement. For anyone who retires after 3/24/10 the $52 described above will be increased as follows:

·	3/24/10	$52
·	3/24/11	$53
·	3/24/12	$54
·	3/24/13	$55
·	3/24/14	$57

  The total number of years of credited service will be multiplied by the benefit level to determine the amount of the pension.

F. Employees who continue to work beyond age sixty-five will continue to accrue pension benefits.

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G. Early Retirement

Employees, after five (5) years of continuous service at age 55, may elect early retirement with proportionately reduced benefits.

Employees who are at least 55 years of age, and whose age and years of credited service when added together are equal to or greater than 85, may retire without an actuarial reduction for early retirement.

H.     Vested Rights

Employees, after five (5) years of continuous service, will have a 100% vested right to a retirement benefit at age 65 based on the applicable benefit level and years of credited service at time of termination.

Such terminated vested employee may elect to receive a deferred termination pension following attainment of age 55, and prior to age 65, in which case the pension shall be actuarially reduced.

The surviving spouse of a deferred vested terminated employee shall be entitled to a surviving spouse's pension.  Such pension shall commence on the latter of the first day of the month following the employee's death or the first day of the month following the date on which such employee would have attained age 55.  The benefit shall equal 50% of the actuarially reduced benefit the terminated vested employee would have received if such employee had survived to early retirement eligibility age (or age at death, if later).

I. Retirement Age

Normal retirement age is sixty-five (65).  Prevailing statutory requirements regarding retirement will be adhered to.

J. Disability Pension

An employee under 65 who has completed ten (10) or more years of continuous service, who becomes totally and permanently disabled, shall be entitled to a full pension based on what he would have received had he worked until age 65.  If he has worked beyond age sixty-five, he will accrue benefits according to the credited service he has earned.  No disability pension shall be payable while sickness and disability benefit payments are being paid pursuant to Article XIV hereof.

Upon his death, his surviving spouse shall begin receiving payments equal to 60% of what the retiree had been receiving.

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K.     Pre-Retirement Spouse's Pension

In the event an employee who has completed five (5) or more years of continuous service, dies while actively employed by the Company his spouse shall, upon filing application, be entitled to a retirement benefit commencing on the first day of the month following the employee's date of death.  This pension is based on 60% of the amount the employee would have been entitled to had he retired on the day of death.  The amount will not be actuarially reduced.

L.     Survivorship Option

An employee may elect to take a reduced pension and designate his spouse to receive 50% of this reduced pension for her lifetime.  If, however, the spouse of a retired employee who is receiving an actuarially reduced benefit predeceases the retired employee, the benefit level for the retired employee will revert to the original single life amount.

In the event of the death of:

(1) the employee in the absence of a surviving spouse, or,

(2) the retiree who had elected a Joint and Survivor Annuity Benefit and there is no surviving spouse, or,

(3) the surviving spouse receiving a pension hereunder at his/her date of death;

and there are surviving dependent children of the employee who are under the age of 18, a benefit equal to the 50% joint and survivor annuity shall be payable to the dependent child until the child reaches the age of 18.  Where there is more than one such dependent child under the age of 18, the benefit will be divided equally among the surviving dependent children.   Each such child's benefit shall be paid until that child reaches the age of 18.  Such benefit will be paid upon the furnishing of competent proof to the Company as to how and to whom the pension benefit should be paid.

M. Pension Trust Fund

A Pension Trust Agreement exists between the Company and a corporate trustee selected by the Company.

The Company agrees to make payments to the Trustee sufficient to meet the minimum funding standards of the Employee Retirement Income Security Act of 1974, as amended.

N.     Pension Committee

Questions of eligibility for benefits and the amount thereof are determined by a committee consisting of three (3) or more members appointed by the Company.  Any difference between an applicant for benefits and the committee shall be subject to arbitration as set forth elsewhere in this Agreement.

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The pension committee will meet with Union Officers in April and October each year  to go over the semi-annual report including the annual valuation report of the actuary, the assets, receipts and disbursements of the Pension Fund, statements detailing each pension granted during the year, copies of all reports required by law and such additional information as shall be reasonably required for the purpose of keeping the Union Officers properly informed concerning the operation of this Pension Plan Agreement.

O. Miscellaneous

Duplicate originals of the Pension Plan and of the Pension Trust Agreement are on file with each party to this Agreement.

This Article XV of the Agreement is contingent upon and subject to qualification of the Pension Plan and Trusts under Section 401 (a) and 501 (a) of the Internal Revenue Code, so that payments into the Trust Fund will be deductible from gross income under Section 404(a) of the Internal Revenue Code.

           P. Effective January 1, 2002 (1/1/02), the Company will implement a cash balance plan for employees hired on or after 1/1/02. Only employees hired on or after 1/1/02 will be covered under the Cash Balance Plan.

(1) Cash Balance Plan Formula: The Company will credit the participants' cash balance account with 3.0% of base earnings and such credit will be applied at the end of each plan year from 1/1/02 to 12/31/04. On and after 1/1/05 the benefit credit is 3.5% of base earnings. On or after 1/1/2011 the benefit credit is 4.5% of base earnings and on 1/1/2013 the benefit credit is 5.0% of base earnings.  Balances will earn interest equal to the 30-year treasury rate (but not less than 4%) in effect on December 31 of each year. Three-year vesting will apply.

Q. Employees hired on or after April 1, 2010 will not be eligible to participate in the Company’s defined benefit pension plans.

2.       TARGET PLAN

Effective 1/16/82 for Local 12298 and 6/1/84, for Local 12021, an employee savings plan was implemented wherein each $1.00 contributed by the employee, up to a maximum of 6% of base pay, receives a $0.25 matching contribution from the Company.  Effective 3/24/93, increases in pay will automatically adjust Target Plan contributions.  Effective 3/24/90 each $1.00 contributed to the Plan by the employee, up to a maximum of 6% of base pay, receives a $0.50 matching contribution from the Company.  Management, administration, etc., will be determined and accomplished at the discretion of the Company.  The savings plan shall remain in effect for the life of the current contract.

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Employees hired on or after April 1, 2010, will automatically be enrolled in The Southern Connecticut Gas Company Employee Savings Plan (Target Plan) with a 3% deferral rate, unless they choose to opt-out of enrollment, and will be eligible for an enhanced 401k plan Company contribution of 100% match up to 6% of base pay.

 The Company may combine said Plans and funds with the management plan.

Effective 7/1/96, administrative fees will be paid by the participant, in an amount not to exceed $2.00 per month.

Participants taking loans after 7/1/96 will pay monthly loan administration fees as set by the record keeper, effective 4/1/97.  Loans in existence prior to 7/1/96 will incur no fees until 4/1/98.

Effective 7/1/01, the following provisions will apply:

-      investment returns credited to participants’ accounts will be net of investment management fees.

- Loans taken on or after 7/1/01 will be subject to a loan application fee of $25 and a quarterly maintenance fee of $3.75.  Recordkeeping fees will not be charged.

XVI.  LIFE INSURANCE

The Company will pay the cost of group life insurance for all employees in the amount of $ $48,000.  Effective 3/1/02 the amount will be $ $49,000; effective 3/1/03, the amount will be $50,000.

A. D. & D. will be provided for active employees in the same face amount as life insurance above.

An employee who participates in the "Extended Option" may purchase up to $50,000 on himself.  In addition, he may purchase dependent coverage on his spouse in the amount of $5,000, and on each child, up to age 19, in the amount of $2,500.

XVII.  RETIREE BENEFITS

I. Death Benefit:  The Pension Plan will pay to the beneficiary of a deceased retired employee, who dies during the period of this contract, a death benefit based on the benefit amount in effect at the time of his retirement as indicated below:

A.      For Local 12298:

1. For those who retired prior to January 15, 1957, a death benefit of fifteen hundred dollars ($1,500) with an additional contingent Accidental Death and Dismemberment amount of fifteen hundred dollars ($1,500).

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2. For those who retired after January 15, 1957 and before January 16, 1968 an accidental death and dismemberment amount of $3,000.

3. With respect to an employee who retired on or after January 15, 1957 the death benefit shall be $5,000.  Effective January 16, 1983, the amount will be $6,000.

B. For Local 12021:

1. The pension plan will pay to the beneficiary of a deceased retired employee who dies during the period of this Agreement and who retired after April 2, 1962, a lump sum amount of $6,000.

C. For Local 12000:

1. The pension plan will pay to the beneficiary of a deceased retired employee who retired after 3/24/98, a lump sum amount of $7,000.

2. The pension plan will pay to the beneficiary of a deceased retired employee who retired after 3/24/01, a lump sum amount of $8,000.

II.        MEDICAL BENEFITS

A. General Information

         1. Eligibility:  Covered Retired Employees eligible for Medical/Dental benefits described elsewhere in this Agreement include the following classes of employees and their covered spouses and eligible dependent children:

a. Employees hired prior to 4/1/96 who subsequently retire from the Company.

b. Employees hired after 4/1/96 who subsequently retire from the Company with at least 15 years of service.

c. Employees hired on or after April 1, 2010 will not be eligible for the Company Retiree Health Plan and may participate in the Access Only alternative by paying the full cost of such benefits.

2. Previously retired employees:   Covered Retired Employees who retired prior to 3/24/96  are subject to the Family Lifetime Maximums and Deductibles which were applicable in the contract under which they retired.

3. Medical Benefit Caps:

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a. Maximum Per Person Annual Benefit Level:  Covered Retired Employees retiring prior to June 30, 1996 shall have medical benefits and dental benefits based on the coverages provided for elsewhere in this Agreement.  The Company shall provide to Covered Retired Employees retiring after June 30, 1996 such benefits subject to the cap herein.  This cap will apply separately for the following plans:

(1) The Comprehensive Medicare Supplement for retirees aged 65 and over, and,

(2) Medical /Dental plans for retirees under age 65.

b. The Cost for the insured Medical/Dental benefits the Company provides to eligible retirees pursuant to this Agreement shall be the premium cost as determined by the respective insurance carriers.

In calculating the Total Obligation for the self-insured Medical/Dental benefits the Company provides to eligible retirees pursuant to this Agreement, the Company shall utilize the actual claims plus retention (including, but not limited to, Administrative Services Only fees and Stoploss Premiums) for all of the self-insured medical plans offered by the Company (including both union and non-union retirees and active employees) to determine the base cost per participant.

If (i) the Cost for the insured Medical/Dental benefits provided to retirees (less any retiree contribution amount provided for elsewhere in this Agreement) or (ii) the Total Obligation for self-insured Medical/Dental benefits (less any retiree contribution amount provided for elsewhere in this Agreement) exceeds the cap provided in Section “(c)” below, the retiree will pay the difference between the Cost or Total Obligation (less any retiree contribution amount provided for elsewhere in this Agreement)and the cap

c.        Maximum Annual Company Obligation (Cap):

(1) Individuals who retired on or after June 30, 1996 and before 12/31/04.

(a) Covered Retirees – Retirees ages 55 - 64:

Medical (Cost or Total Obligation): $6,870 per participant

Dental (Cost or Total Obligation): $512 per participant

(b) Covered Retirees – Retirees age 65 and over:

Comprehensive Medicare Supplement or any other plans offered to Medicare eligible retirees (Cost or Total Obligation): $2,397 per participant.

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(2) Individuals who retire on or after January 1, 2005:

(a) Covered Retirees – Retirees ages 55 - 64:

Medical (Cost or Total Obligation): $7,056 per participant

Dental (Cost or Total Obligation): $526 per participant

(b) Covered Retirees – Retirees age 65 and over:

Comprehensive Medicare Supplement or any other plans offered to Medicare eligible retirees (Cost or Total Obligation): $2,397 per participant.

B.  Medical benefits for Covered Retired Employees Age 65 and over:

1.           Comprehensive Medicare Supplement:

a. Family Lifetime Maximum Benefit:

(1) For a Covered Retired Employee retiring on or after April 1, 1996 but prior to April 1, 2001, the Family Lifetime Maximum Benefit will be  $110,000.

(2) For a covered Retired Employee retiring on or after April 1, 2001 but prior to November 1, 2004, the Family Lifetime Maximum Benefit will be $115,000.

(3) For a covered Retiree retiring on or after November 1, 2004, the Family Lifetime Maximum Benefit will be $125,000.

b. Calendar Year Deductible:  For Covered Retired Employees retiring on or after April 1, 1996, the calendar year deductible shall be as follows:

(1) For employee with at least 15 years of service at the time of retirement:

$225 per person/$250 per family;

(2) For employee with less than 15 years of service at the time of retirement (who were hired prior to 4/1/96):

$300 per person/$400 per family.

c. For employees who retire after February 1, 1989, increases in the cost of the Medicare  Supplement or any other medical plan offered to Medicare eligible retirees for retired employees and spouses, resultant from government-mandated changes in Medicare Insurance which exceed 15% of the previous year's premium, shall be borne equally by the Company and by the retiree and spouse.

2. Part B Medicare will be provided to Covered Retired Employees (see paragraph II A 1. above) and spouses at age 65.  For Covered Retired Employees who retire on or after February 1, 1989, increases in the Medicare B cost incurred on or after that date shall be borne equally by the Company and the retiree and spouse. However, the maximum monthly benefit paid by the Company will not exceed $43 per retiree and $43 per retiree’s spouse for Covered Retired Employees who retired after March 24,

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2001. For Employees who retire on or after March 24, 2005, the maximum monthly benefit paid by the Company will not exceed $53 per retiree and $53 per retiree’s spouse. Effective March 24, 2008, the $53 becomes $63.  Employees hired after April 1, 2010 will not be eligible for any reimbursement for Medicare Part B premiums.

3. The Company will continue payments for surviving spouses of Covered Retirees (see paragraph II A 1. above) for Medicare Part B and the Medicare Supplement, or any other medical plans offered to Medicare eligible retirees,   for a period of one year from the date of death of the Covered Retiree.

C.      Continuation of Benefits - Early Retirement

1. The surviving spouse of a Covered Retired Employee (see paragraph II A 1. above), who up to the time of the Covered Retired Employee's death was covered under the Company's medical and dental program as a dependent of the Covered Retired Employee, shall, if under age 65, continue to be covered under the Company’s medical and dental program until the earlier of the surviving spouse's 65th birthday or the date on which the surviving spouse becomes covered under another group plan.  In such cases, where the surviving spouse becomes eligible for another employer group plan, this plan shall be secondary and will coordinate benefits with such plan until said 65th birthday.

2. In the event a Covered Retired Employee retires early, under the provisions of this Agreement, the benefits included in Article XVIII will be continued for that retired employee until he attains age 65.  The spouse will be covered until she attains age 65.

XVIII.  HOSPITALIZATION AND MEDICAL INSURANCE

1.        Insurance Coverage

The Company agrees to provide the opportunity to enroll for all employees, employees' , covered retirees under age 65, employees’ or covered retirees' spouses under age 65, and unmarried dependent children under twenty-six (26) years of age, who live in Connecticut, if residing out-of-state, the child must be a (1) a full-time student at an accredited school of higher education or (2) with a custodial parent pursuant to a child custody determination, who so desire, in the following Medical insurance program and to pay the membership charges as provided in the regulations of both organizations.

2.  Effective 6/1/01, the following plans apply:

a.   Excellus PPO Extended Option

(1) Co-payment for office visit to a preferred provider: $10

(2) Cost-share provisions for non-preferred providers

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(a) Annual Deductible

Employee Only: $150Employee plus one or more dependents: $300

(b) Co-insurance paid by employee: 20%

(c) Out-of-Pocket Limit

Employee only: $500

Employee plus one dependent: $1,000

Employee plus two or more dependents: $1,250

(3) Lifetime Benefits: unlimited

(4) Prescription Drug Coverage

(a) Retail Pharmacy co-payment (30-day supply)

Generic brand: $8

Formulary brand: $22

Non-Formulary brand: $40

(b)     Mail Order Pharmacy (90-day supply)

Generic brand: $16

Formulary brand: $44

Non-Formulary brand: $80

b. Dental/Vision Option

(1) Dental The Blue Cross Flexible Dental Plan, or equivalent coverage will be provided with cost sharing, as follows:

(a). Annual Deductible for all covered services other than preventative, diagnostic, and minor restorative services:

Employee Only: $50

Employee plus one or more dependents: $100

(b).        Periodontal benefits

maximum annual benefit: $1,000

co-insurance paid by employee: 50%

(c)         Orthodontic benefits

maximum lifetime benefit per child: $1,500

co-insurance paid by employee: 40%

(d)         Co-insurance paid by employee for major restorative services: 50%

(e). Unlimited calendar year benefits, except as indicated herein.

(2). Vision Benefits

(a) Eye examination:  Annual, subject to $10 co-payment

(b) Lenses: Annual

(c) Frames: Every other year

c. Weekly Payroll Deduction Contributions

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	Employee Contributions (weekly)
	1/1/2010	1/1/2011	1/1/2012	1/1/2013	1/1/2014	1/1/2015
Excellus PPO (Extended)	6/1/2010	1/1/2011	1/1/2012	1/1/2013	1/1/2014	1/1/2015
Single	$24.43	$25.90	$27.71	$29.65	$31.73	$34.26
Dual	$46.42	$49.20	$52.65	$56.33	$60.28	$65.10
Family	$68.41	$72.51	$77.59	$83.02	$88.83	$95.94
Dental (Anthem) / Vision (VSP)	1/1/2010	1/1/2011	1/1/2012	1/1/2013	1/1/2014	1/1/2015
Single	$3.69	$2.97	$3.12	$3.28	$3.44	$3.61
Dual	$7.86	$6.32	$6.64	$6.97	$7.32	$7.69
Family	$10.01	$8.06	$8.46	$8.89	$9.33	$9.80

3. The Company and the Union have agreed that should the Company change medical insurance carriers, which results in an immediate increase in the contribution that employees who are members of HMO's must make, such increase shall be borne by the Company for six months.

4. In the event of the death of an active employee, the surviving spouse and dependents shall continue to be covered under the company's health plan for a period of two years following the employee's death unless the surviving spouse and/or dependents are or become eligible for coverage under another group plan.

5. Spending Credits For Dropping Medical/Dental Coverage:

The Company will compensate employees for foregoing coverage for themselves and/or their dependents under the Company's medical and dental plans upon providing evidence of insurability, according to the following schedule as administered by the Company:

Weekly Spending Credits
II to I	$7.80
II to 0	$28.97
III to I	$10.72
III to 0	$34.83

6.   For the purpose of allowing employee pre-tax contributions to pay for uncovered medical and dependent care expenses, a Flexible Spending Plan permitted under Section 125 of the Internal

Revenue Code is established.   Management, administration, etc., will be determined and accomplished at the discretion of the Company.

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7,  Medical and Dental Spousal Coverage provision:

Effective 1/1/05, on a voluntary basis for current employees, if a spouse is currently enrolled in a SCG sponsored health and/or dental plan and works full-time (as defined by his or her employer) for a company that offers medical and/or dental coverage and shares in the cost of these coverages, the spouse  will enroll in his or her employer’s plans first, subject to the reimbursement listed below.  The employee can then enroll the spouse in SCG’s plan if desired.  The two plans will coordinate benefits.

A mandatory spousal provision will apply to all employees hired after January 1, 2005 subject to the reimbursement listed below.The employee can then enroll the spouse in SCG’s plan if desired.  The two plans will coordinate benefits.

For the 2011, 2012, 2013, 2014 and 2015 calendar years only, the Company will reimburse the premium contribution cost of single medical and/or dental coverage paid by any employee’s spouse who receives primary medical/dental coverage from his/her employer, providing that the total premium cost to the employee does not exceed the cost to the Company to include the spouse as a dependent.  The employee must present documentation satisfactory to the Company to receive reimbursement.

XIX.  UNION-MANAGEMENT COMMITTEES

1.        Employee Relations Committee

The Company shall appoint a committee of eight (8) which shall be known as the Company Committee and the Union shall appoint a committee of eight (8) employees which shall be known as the Union Committee.  The Union Committee and the Company Committee shall meet monthly at a time mutually agreed upon and at such other times as may be deemed proper to settle grievances or complaints and other problems as may be submitted to the meeting, which shall include general conditions of employment, suggestions for the improvement of relations between the Company and the Union, and employees' suggestions for improving the services of the Company.  Either committee shall submit, in writing and in duplicate, grievances, complaints and other problems, at least five (5) days prior to a stated meeting.  The Union reserves the right at any time to call in Representatives of the International Union.

The practices that were in effect in the previous New Haven Division with regard to pay for such employees shall continue.

2. Negotiating Committee

The Company will pay for eight (8) employees to attend scheduled meetings.  Not more than eight (8) hours per person will be paid for any meeting and no overtime premium will apply for any time spent in meetings with the Company.  Time spent in meetings outside of work schedules, whether paid or not, shall not count as time worked in computing overtime.

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3. Safety Committee

A joint safety committee of seven persons appointed by the Company and seven persons appointed by the Union will meet monthly with the Company Safety Director to further the program of safety, health and sanitation.

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 encourage 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.

The Union further agrees to cooperate with the Company to prevent and eliminate instances of compensable illness and injury.

A written report of injury will be made by the responsible management representative for each on the job injury reported by an employee.

Under normal circumstances a copy of this completed form will be given to the employee within three days of his reporting the injury. If circumstances cause a delay, the copy will be given to the employee as soon as practicable.

In addition, a copy of each report will be given to a designated Union Representative at the monthly safety meeting next following the  report of injury.

XX.  GRIEVANCE PROCEDURE

1. The Company will pay for up to five (5) members of the Union Grievance Committee and one (1) aggrieved employee, if necessary, to attend scheduled meetings.

Not more than eight (8) hours per person will be paid for any meeting and no overtime premium will apply for any time spent in meeting with the Company except when the employee returns to a regularly scheduled overtime day or continues work at the request of management.

2. Should any differences arise between the Company and the Union covered by this Agreement, as to the meaning and application of this Agreement, with respect to rates of pay, wages, hours of employment and other conditions of employment, the procedure of settlement shall be in the following manner:

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3.        Grievance Submission

Grievances shall be filed with the Company within *ten (10) working days after the event giving rise to the grievance has occurred, or *ten (10) working days from the time the employee should have reasonably known of the event.

4. Steps in Procedure

           The grievance steps shall be as follows:

Step 1 - The aggrieved employee and his Steward and his immediate Supervisor shall meet to attempt to adjust the grievance. The Supervisor shall give an answer within one *(1) working day of the meeting.

Step 2 - If the grievance is not resolved in Step 1, the employee shall, in conjunction with a representative of the Union, present the grievance in writing to the Superintendent or Department Head within three *(3) working days of receiving the Step 1 answer.  The Superintendent or Department Head will give an answer, in writing within two *(2) working days after the written grievance is presented to him.

Step 3 - If the grievance is not resolved in Step 2, the Union will request a meeting with the Manager of Employee Relations and/or his designee within two *(2) working days after receiving the Step 2 answer.  The meeting will be held as promptly as mutually practicable between the Union Committee, International Representative of the Union, and the representatives of the Company.  The Company's answer in writing will be given to the Recording Secretary of the Local Union and the International Representative within four *(4) working days after the meeting.

Step 4 - If the grievance is not adjusted in Step 3, the Union may submit the grievance to arbitration by notifying the Company, in writing, within ten *(10) working days after receipt of the Step 3 answer.  The request for arbitration shall be submitted to the American Arbitration Association (Hartford Office) under the then-existing Voluntary Rules of Arbitration.

If the Company and the Union agree on an arbitrator, his name will be submitted to the American Arbitration Association which will take all necessary steps, and their rules will apply.

The arbitrator's award shall be final and binding, but the arbitrator shall have no power to add or to subtract from, or modify in any way, the specific terms of the Agreement.  The expenses of the arbitration, including fees of the arbitrator, shall be borne equally by the parties.

If the parties mutually agree to do so, they may submit such grievance to be arbitrated under the American Arbitration Association's Expedited Rules.

Waiving Steps - If the Company's answer is not given within the time limits specified above for any step, it shall be deemed a waiver of the step and the grievance may be taken to the next step.

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Company Grievance - It is understood and agreed that the Company shall have the right to use the second and third steps of the grievance procedure to settle differences that might arise between the Company and the Union.

International Representative - The Union shall have the right to call in a Representative of The United Steelworkers of America, at any time, to represent them on any grievance or other matter.

The Company will pay for five (5) union employees to attend arbitration hearings.

*  Working day is defined as excluding Saturday, Sunday & Holidays

XXI.  DISCIPLINE AND DISCHARGE

1. Except for a major offense, any warnings given, or disciplinary action taken by the Company, will not be considered after an employee has maintained a clear record for two (2) years.  Discipline is intended only as a corrective measure, and sustained satisfactory performance, not the imposition of penalties, is the objective of any action.

2. When the Company is investigating a specific complaint against an employee and should disciplinary action be anticipated, the employee shall have his Union Steward or other designated Union representative with him during any meeting with the Company and, at the beginning of such meeting, the Company shall state the nature of the allegation made against the employee.

3. If discharge is anticipated, the Company shall inform the Union Committee of the reason prior to such discharge.  If the Union believes the discharge was not for just cause, it may be processed, beginning with Step 3 of the Grievance Procedure.

4. If, upon investigation, it is found by representatives of the Union and the representative of the Company, that such employee has been unjustly discharged, his disposition shall be determined through Agreement of the parties or decision obtained through arbitration.

XXII.  COMPLIANCE (MISCELLANEOUS)

1.        C & M Subcontracting

It is agreed that the Company will utilize its employees in the C & M Department to the fullest extent in the installation of mains and services.

Subcontractors may be used in performing such work, under the following conditions:

(1) Installing 8-inch and larger mains.

(2) When projects require specialized equipment not normally used by the Company.

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(3) When, as a result of promotional efforts, developers perform trenching and backfilling with their crews.

(4) When the C & M Department has a heavy workload.

When the justification for employing subcontractors is a "a heavy workload", the Company will schedule C & M Department Street crews for overtime work during the week(s) that subcontractors are working for this reason.  The overtime scheduled will be either)

· two (2) extended workdays (minimum ten (10) hours) OR

· an overtime Saturday (minimum eight (8) hours after 8 hours of penalty overtime has been accrued) at the discretion of the Company.

   This overtime would apply to all C & M employees in the department as of March 25, 2010 or any current employee as of March 25, 2010 who subsequently transfers into the C & M Department.

During the days that said overtime, as described above, is scheduled, meal allowance provisions of the contract shall not be applicable to the employees on such schedule unless and until they have worked three (3) hours after the end of the normal eight (8) hour schedule, or until they have worked two (2) hours after the end of the normal eight (8) hour schedule in accordance with the provision of #3 below.

The following provisions shall also apply:

(1) Employees who miss work on the scheduled overtime days for any reason (vacation, sick leave, worker's compensation injury, etc), shall receive whatever pay they are entitled to on the basis

of an eight (8) hour day, and shall not be entitled to other overtime in lieu of the overtime missed.

(2) Any penalty days due, but not worked, upon the expiration of this agreement, shall be scheduled and worked as soon as practical, regardless of the provisions of any new agreement.

 (3)   During the months of November, December, January and February, the ten (10) hour days

specified shall be reduced to nine (9) hour days and the number of overtime days adjusted accordingly.

2. Staffing

Effective 3/24/01, C & M crews would be staffed as indicated below.  It is understood that more crew members may be assigned when management designates.

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Main Line:                 Above 4 inch and over 20 feet in length:  four crew members

Above 4 inch, 20 feet or less in length, excluding 8 inch or larger sections that include full tees:  three crew members

4 inch and below:  three crew members

Services:                   2 inch and above and over 20 feet in length:  three crew members

2 inch and above, 20 feet or less in length excluding 4 inch or larger risers:  two crew members

1 1/4 inch over 150 feet:  three crew members

1 1/4 inch 150 feet or less:  Two crew members

1 1/8 inch and under:  Two crew members

Leak Repair:             Three crew members

Leak Repair Third Party Damage 1 ¼ inch service and under:  two crew members

Pinpoint Class 2

or 3 leaks:                 Two crew members (implementation with purchase of equipment)

Meter Relocations:	Two crew members
Curb Valve Locations:	Two crew members
Cut-Off's:	Two crew members
Meter Protection:	Two crew members

3.        Physical Examinations

The Company reserves the right, at its own expense, to require new employees to submit to complete physical examinations at the time of employment, and all employees at any reasonable time during employment.

4. Attendance, Scheduled Work

Employees are required to report for duty, ready to work, at their regularly scheduled time and place.  Notice of any change in conditions will be given a reasonable time in advance.

5. Notifications

All employees covered by this Agreement who find themselves for good cause compelled to absent themselves from work, shall give either the employee's Foreman or Supervisor reasonable notice of intention to be off duty.  Employees shall promptly notify the Company in writing of their proper post office address or any change of address.

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6. Motor Vehicles

No employee may operate a company owned vehicle on personal business without authorization.  No employee may operate a Company owned vehicle at any time in violation of the law, or in disregard for his own safety, or the safety of others, or without proper license.  Where any employee agrees and is authorized and paid to use his own car for any considerable length of time on Company business, the employee is required to carry liability insurance satisfactory to the Company, protecting it against contingent liability.

7. Fitter A's will be assigned a Helper at all times.

8. Substance Abuse Policy

The purpose of this policy is to protect the Company, its employees, customers, reputation, and property from any danger which may result from alcohol and drug abuse and to maintain a safe, drug-free work environment as well as to meet legal obligations.

The Substance Abuse Policy effective April 1, 1999 is hereinafter included by reference.

9.        Work by Supervisors

An employee in a supervisory position shall not perform the work of the employee under his supervision except in cases of emergency.

An emergency shall exist when acts beyond the Company's control may endanger public property, Company property, public health and safety, and when continuity of Utility service is threatened or interrupted.

10.      Training

The training of employees is the responsibility of the Company, including the right to designate qualified bargaining unit employees to conduct training.

11.      Installation of Appliances

Appliances sold to ultimate customers by the Company will be installed by the Company's employees insofar as is practicable to do so with existing crews.

12. Parental/Medical Leave

Parental:

A pregnant employee will be expected to notify her supervisor of her pregnancy, and provide her supervisor with a statement giving the expected date of confinement.

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A pregnant employee may continue her employment prior to the expected date of confinement as long as she is physically able to perform her job.  When there is a question of the physical ability of a pregnant employee to perform her job, the company may request a doctor's certificate for verification of health.

Certain benefits are available to pregnant employees under the sickness and disability provisions.

Upon written request, an unpaid parental leave of absence for up to 6 months from date of delivery or adoption of a newly adopted child will be granted for employees who desire to care for a newborn or newly adopted child.

The Company will allow employees (3) days paid leave upon the finalization of adoption of a child, other than a step-child.

Provided the employee reapplies for work within this 6-month period, he/she will be reinstated with full benefits and salary comparable to that received prior to the leave of absence.  Should the employee apply for, and be granted, unemployment compensation benefits, he/she will not be required to return to work until an opening occurs, or at the end of the 6 month period, whichever occurs sooner.

The cost of Company medical benefits will be reimbursed to those employees who desire to care for a newborn or newly adopted child and who return to work within 6 months, by the Company as follows:

A. The company will pay for the cost of employees medical benefits during the unpaid leave of absence for a period of up to four months.

Employees who are making a monthly or weekly payroll deduction contribution for health coverage, will be responsible for reimbursing the Company for the amount of the payroll deduction contribution which would otherwise have been made if the employee had not taken the leave.  Such reimbursement shall be made by payroll deduction upon return to work.

B. Those who return later than four months will be required to pay for the cost of their healthcare benefits beyond the four month period.

If parental leave is not chosen, and the employee submits a letter of resignation at the time he/she leaves active employment, the Company will continue to pay for medical coverage for a period of four months after date of delivery or adoption

Consistent with Article I, Section 3, Legal Considerations, of this Agreement, the Family & Medical Leave Act of 1993 and any subsequent modifications shall control in the event of any conflict between this Agreement's leave provisions and that federal statute or its implementing regulations.  Employees are eligible for FML based on the federal and/or state requirements.

- 49 -

Approval of FML will be made by the disability management provider the Company utilizes.  Employees are not required to utilize his/her vacation time before using FML.  Sick time, and workers compensation time will not run concurrently with FML.

13. Middlesex Agreement

The Agreement made and entered into in New Haven, Connecticut, by and between the Southern Connecticut Gas Company and the Union, dated April 2, 1969, with subsequent amendments, including the agreement of December 14, 2006, shall be amended as follows:

1.         Article II Recognition

Not withstanding the language in Article II Recognition, the Agreement shall be amended to include in the recognition:  Guilford, Madison, Clinton, Westbrook, Old Saybrook, Killingworth, Chester, Deep River, Essex, Haddam, East Haddam, Lyme, Old Lyme, E. Lyme.

2. Post jobs for bidding according to the Collective Bargaining Agreement and this Agreement.

3. To be eligible for the Special Service Representative job, employees must be able to arrive at the center of Old Saybrook (Route 1 and Route 154) within  45 minutes from the time they are notified as long as the employee lives north of the Quinnipiac River / Pearl Harbor Memorial (Q) Bridge.  In addition, he shall have "stand-by" obligations. Employees on stand-by duty shall be paid  $27.00 per day for weekdays and  $39 per day for Saturdays and   $39 per day for Sundays and paid holidays.

4. Three service technicians will be assigned, but the Company reserves the right to determine whether or not to increase or decrease the number in the future.

5. The Company will determine the number of additional Service Department personnel who must reside in the area who will also have stand-by obligations.

6. Special Service Representative will get first call on routine after hours work.

7. Stand-by Service Department employees will cover all 23's, fire calls, and police calls.  If a regular service technician can respond sooner, he will cover the job until the stand-by person arrives.

8. C & M Department crew(s) made up of one Lead Technician and one Machine Operator will be assigned to the area.  The crew(s) must be able to reach the area, where equipment is housed, within 30 minutes from the time they are notified.  In addition, crew members will have "stand-by" obligations.  Employees on stand-by duty shall be paid  $27 per day for weekdays and  $39 per day for Saturdays and   $39 per day for Sundays and paid holidays.

- 50 -

9. Two such crews will be assigned initially, but the Company reserves the right to determine whether or not to increase or decrease the number in the future.

10 The Company will establish additional full time jobs in these areas to members of the Local, when in the judgment of the Company, circumstances warrant.

XXIII.  WAGE RANGES

See Appendix A1 – A6

(SUBJECT TO ARTICLE VI, SECTION 7)

PROGRESSION STEPS IN EACH GRADE ARE AS SET FORTH IN EXHIBIT A1 – A5

XXIV.  DURATION OF AGREEMENT

This Agreement, and the provisions thereof, shall be in full force and effect on both parties for the period ending  March 23, 2015 and there-after for successive one (1) year periods, unless one of the parties, hereto, on or before the sixtieth (60th) day next preceding any anniversary date, shall notify the other party hereto, in writing, of its intention to terminate same.  If, instead of terminating this Agreement, either of the parties desires to modify the Agreement for the next succeeding year, notice shall be given on or before the sixtieth (60th) day next preceding the anniversary date.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

- 51 -

FOR THE COMPANY:

/s/ Robert M. Allessio                                                     

By Robert M. Allessio

President & Chief Executive Officer

/s/ Joseph L. Vicidomino

Joseph L. Vicidomino

Director Human Resources

/s/ Iris M. Calovine

Iris M. Calovine

Manager Human Resources

/s/ Jeffrey Curley

Jeffrey Curley

Manager Customer Charged Services

/s/ David Fritsch                                                      

David Fritsch

Director Production & Gas Control

/s/ Chris Malone                                                      

Chris Malone

Director Regional Operations

- 52 -

FOR THE UNION:

/s/ Leo W. Gerard

United Steelworkers

AFL-CIO-CLC

By Leo W. Gerard

International President

/s/ James English

James English

International Secretary/Treasurer

/s/ Andrew Palm                                                      

Andrew Palm

Vice President, Administration

/s/ Leon Lynch

Leon Lynch

Vice President, Human Affairs

/s/ William Pienta

William Pienta

Director, District 4

/s/ Chris Malone                                                      

Chris Malone

Business Representative

- 53 -

LOCAL 12000:

/s/ Michael J. Wargo                                                      

Michael J. Wargo

President

/s/ Hristo Varsos                                                      

Hristo Varsos

Vice President

/s/ Paul Binley

Paul Binkley

/s/ Wanda Mauro Dziubinski                                                      

Wanda Mauro-Dziubinski

/s/ Raymond P. Lynch                                                      

Raymond P. Lynch

/s/ John Rizzo                                                      

John Rizzo

/s/ Mark Vorio

Mark Vorio

/s/ Peter Wlcek

Peter Wlcek

- 54 - 

EX-10.27

    uil_exh10-27.htm
    
    
    

EX-10.28

EXHIBIT 10.28

AGREEMENT

Made and entered into This 5th  Day of March, 2010

By and Between

THE BERKSHIRE GAS COMPANY

(Hereinafter called the "Company")

and the

UNITED STEELWORKERS,

AFL - CIO - CLC

in behalf of its

LOCAL UNION NO. 12325

(Hereinafter called the "Union")

1

TABLE OF CONTENTS

AGREEMENT		6
WITNESSETH		6
ARTICLE I		6
	Recognition	6
	Bargaining Unit	6
	Probationary and Regular Employees	7
ARTICLE II		7
	Term of Agreement	7
ARTICLE III		7
	Regular Hourly Rates and Payroll Period	7
	Maintenance of Rates During Agreement	7
	Payroll Period	7
	Overtime Pay	8
	Premium Pay for Shift Work	8
	Customer Service Department Standby	8
	Distribution Department Standby	10
	Relief from Service and Distribution Standby Assignments	12
	Call-in Pay	12
	Holiday Pay	13
	Pay for Time Worked on a Holiday	13
	Pay While in Higher-Rated Position	14
	Pay While in Lower-Rated Position	14
	Two or More Concurrent Overtime Rates	14
	Rest Period After Certain Hours of Work	14
ARTICLE IV		15
	Working Schedule	15
	Establishment of Shifts	15
	Mileage and travel Time on Change in Reporting Location	16
	Employee’s Notice of Absence	16
	Reassignment of Street Crew During Inclement Weather	16
	Distribution Overtime Work	17
	Temporarily Assigned Employees	17
ARTICLE V		18
	Vacation Allowance	18
	Scheduling of Vacations	18
	Rate of Vacation Pay	21
	Vacation Pay – Terminating Employee	21
ARTICLE VI		21
	Sick Pay	21
	Partial Pay for Injuries in Course of Employment	22
	Exclusions	22
	Maternity Leave	22
	Long Term Disability	22

2

ARTICLE VII		22
	Promotions and Layoffs	22
	Temporary Employees	24
	Termination or Interruption of Service	25
	Seniority	25
	Application of Article	25
	Seniority List	25
ARTICLE VIII		25
	Grievance Procedure Between Company and Union	25
	Arbitration	26
	Conditions Precedent to Litigation	26
ARTICLE IX		26
	Company Management	26
ARTICLE X		27
	Strikes, Stoppages and Lockouts	27
ARTICLE XI		27
	Notice in Case of Suspension or Discharge	27
	Discharge Employee’s Right of Hearing	27
ARTICLE XII		27
	Performance by Union Members	27
ARTICLE XIII		28
	Partial Pay for Jury Service	28
	Paid Time for Deaths in Family	28
	Absence for Union Business	28
	Pay for Annual Reserve Training	29
	Personal Days	29
ARTICLE XIV		29
	Check Off	29
ARTICLE XV		29
	Plant Safety Committee	29
	Gloves, Boots, Etc	30
	Joint Committee	30
ARTICLE XVI		30
	Bulletin Board	30
ARTICLE XVII		31
	Pension Plan and Retiree Benefits	31
ARTICLE XVIII		32
	Meter Work	32
	Restriction of Supervisors	32
	Service Progression	32
ARTICLE XIX		33
	Group Insurance and Health Care Cost Containment	33

3

ARTICLE XX		34
	Termination of Side Agreemetns	34
ARTICLE XXI		34
	Gender	34
ARTICLE XXII		35
	Conformation to Laws, Regulations and Orders	35
ARTICLE XXIII		35
	Job Security, Training and Severance Pay	35
ARTICLE XXIV		36
	Outside Contractors	36
ARTICLE XXV		37
	401(K) Plan	37
ARTICLE XXVI		37
	Flexible Spending Account	37
ARTICLE XXVII		38
	Successors and Assigns	38
SCHEDULE “A”		39
SCHEDULE “B”		43
SIDE AGREEMENTS		44
	Use of Personal Vehicles on Company Business	44
	Uniforms	44
	On-Call Serviceman Covering Saturday Night	44
	Reimbursement of Expenses	44
	Call-In Pay	44
	Summer Help Assignments	44
	Notification to New Employees of Shift Assignments	45
	Facilitation/Partnership Program	45
APPENDIX A		46
	Combining Production & Distribution Employees	46
APPENDIX B		48
	SERVICE A	48
APPENDIX C		50
	Customer Information Services Progression	50
EXHIBIT A		54
	Letter of Understanding	54

4

EXHIBIT B		55
	Letter of Understanding	55
EXHIBIT C		57
	Vacation Scheduling – 30 Year Employees	57
EXHIBIT D		58
	Letter of Understanding	57
EXHIBIT E		57
	Letter of Understanding	57

5

AGREEMENT

AGREEMENT made and entered into on the 5th day of March, 2010 by and between THE BERKSHIRE GAS COMPANY, (hereinafter called the "Company"), a corporation duly organized under the laws of the Commonwealth of Massachusetts, and having principal offices in Pittsfield, in the County of Berkshire in said Commonwealth, and UNITED STEELWORKERS, AFL-CIO-CLC, in behalf of its Local Union No. 12325-1, (hereinafter called the "Union").

WITNESSETH

WHEREAS, the parties hereto have reached an agreement as a result of collective bargaining for the purpose of facilitating the peaceful adjustment of differences, if any, that may arise from time to time, and to promote harmony and efficiency.

NOW THEREFORE, the parties hereto contract and agree as follows:

ARTICLE I

Recognition

SECTION 1.  The Company agrees and does hereby recognize the Union as the exclusive representative of all employees to whom this contract applies for the purpose of bargaining in respect to rates of pay, wages, hours of employment, or other condition of employment.

Bargaining Unit

SECTION 2.  The provisions of this Agreement shall apply to all employees who are employed by the Company in the job classifications listed in Schedule "A" annexed to this Agreement, except for temporary employees.  Temporary employees may be covered by specific provisions of this Agreement where specifically indicated by the parties.

SECTION 3.  (a)   It shall be a condition of employment that all employees of the Employer covered by this Agreement, who are members of the Union in good standing on the effective or execution date of this Agreement, shall remain in good standing.

(b)   It also shall be a condition of employment that temporary employees and all employees covered by this Agreement, hired on or after its effective or execution date, whichever is later, shall on the 31st calendar day following the beginning of such employment become and remain members in good standing in the Union.  This provision (Article I, Section 3(b)) shall apply to temporary employees.

(c)   Good standing for the purpose of this Agreement shall be interpreted to mean the payment or tender of Union initiation fee and monthly dues uniformly required as a condition of acquiring or retaining membership in the Union.

6

Probationary and Regular Employees

SECTION 4.  A regular employee is one who has successfully completed his probationary period of employment and who has been accepted by the Company as a regular employee.  New employees shall be considered probationary employees for the first ninety (90) calendar days' period of their employment, during which time they acquire no seniority and the Union agrees it will not process a discharge grievance for a probationary employee who is discharged during his probationary period, and the Company during the probationary period, shall have the exclusive right to discharge such employee with or without cause.  At the end of the probationary period, such persons shall be placed on the seniority list as of the date of last hiring.

ARTICLE II

Term of Agreement

SECTION 1.  This Agreement shall be effective from March 5, 2010 and shall continue in full force and effect until March 31, 2014.  Either party may terminate the Agreement by giving notice in writing to the other party at least sixty (60) calendar days prior to the expiration date of the Agreement.  Whenever notice to terminate this Agreement as herein above provided is given, the parties agree that at least thirty (30) calendar days prior to the expiration date, joint conferences shall be held for the purpose of negotiating another agreement.

ARTICLE III

Regular Hourly Rates and Payroll Period

SECTION 1.  The Company agrees to pay the regular hourly rates as shown in Schedule "A" entitled "Job Classifications and Regular Hourly Rates Established Pursuant to this Collective Bargaining Agreement" attached hereto and made a part hereof.

Maintenance of Rates During Agreement

SECTION 2.  (a)  The Company agrees to maintain the regular hourly rates as above provided for each employee or position in effect during the term of this Agreement, subject to any changes mutually agreed upon.

(b)  Should a new job be established or should the job content of an existing job classification be substantially changed, the Company will set the regular hourly rate and notify the Union in writing.  If the Union does not object in writing within twenty-one (21) calendar days after receipt of the Company's notice, the rate shall be considered approved.  Should the Union object within the 21-day period, the matter will be processed as a grievance subject to arbitration.  If it is determined that the rate is incorrect, it shall be adjusted retroactively to the date when the rate first became effective.

Payroll Period

SECTION 3.  Employees shall be paid on a bi-weekly basis.

7

Overtime Pay

SECTION 4.  (a) Excluding holidays, work done by an employee before or after his regular working hours on his regular working days and work done on a Saturday which is not part of the employee’s work schedule shall be paid for at the rate of one and one-half times his regular rate.

(b)           If an employee shall have worked less than forty (40) hours in any one week, because of unpaid time off with Company permission, the Company may permit such employee to make up the difference between his time actually worked and forty (40) hours by working that amount of time on Saturday, during lunch, or before or after his regular hours that week at his regular hourly rate.  If an availability list is posted for Saturday work and an employee signs the list, the employee shall be considered to have volunteered for work within the meaning of this Section.  Employees who have personal time off during the week and who volunteer to make up the time at straight time rates on Saturday, shall not be given preference for such work o ver other employees on the availability list, but they will be considered for such work in the same order as if they were eligible to work it on an overtime basis.

(c)           Any work done by an employee on the seventh (7th) consecutive day of work in any payroll work week, or on a Sunday, shall be paid for at the rate of twice his regular hourly rate.

(d)           If work scheduled on days other than a regularly scheduled workday cannot be performed for unforeseeable conditions, an employee reporting for such work may be assigned other work but in no case will the employee be credited with less than four (4) hours overtime.

Premium Pay for Shift Work

SECTION 5.  The Company further agrees that it will pay, in addition to the regular hourly rates as above provided, the following shift premiums:

(a)           One Dollar and  Fifteen cents ($l.15) per hour for regularly scheduled work performed on the second shift.

(b)           One Dollar and  Fifteen cents ($l.15) per hour for regularly scheduled work performed on the third shift.

(c)            Employees assigned to work on the second or the third shift who work overtime will have shift differential included in the calculation of their overtime pay.

(d)           Shift premiums shall not apply to wages paid for sickness and accident.

Customer Service Department Standby

SECTION 6.  (a)  Assignment:

The following sets forth the procedure which the Company shall follow in the scheduling of the Service Department Standby Crew when the Company determines that employees are to be assigned to standby coverage:

(1)           All service personnel approved by the Company as qualified for standby, will be assigned on  a rotating basis.

8

(2)           Any employee so assigned to standby crew coverage may be relieved of such assignment if such employee can obtain another employee on the standby crew to cover his assignment.  Once any such change has been agreed upon and has been made on the standby calendar, it shall be deemed to be final.

(3) If an employee on the Service Department standby crew is unable to cover his assignment due to short-term illness/injury, or other valid reason, the Company shall first attempt to find another employee on the standby crew to cover the assignment on a voluntary basis.  If no employee is willing to cover said assignment on a voluntary basis, the Company shall assign the junior available employee on the standby crew to cover the assignment.  In seeking volunteers to cover the standby crew assignment referred to under this paragraph the Company shall utilize the overtime list, which shall be updated weekly and posted weekly by the Company.

All scheduled vacation or long-term illness/injury (over two (2) weeks) shall be distributed equally among on call personnel.  To cover these situations, an original calendar shall be maintained and employees shall be “scheduled in” on a continuous rotating basis originating with the junior qualified man.  All holidays shall be distributed equally throughout the Department and the Company will make every attempt to minimize employees receiving the same holiday in consecutive years.

All calendar changes shall be made as soon as notice is given to the Service Supervisor and Dispatch outlining a long-term injury/illness or vacated position.

On call begins after shift workers finish their shift.

If the number of qualified on call personnel who are available for standby coverage drops below four (4) in Pittsfield, North Adams or Greenfield the remaining qualified on call personnel will cover the assignments using the original standby calendar for that area and department.  The assignments for such coverage will be made in accordance with the above procedure.    Whenever the number of qualified on call personnel has dropped below four (4), the remaining qualified on call personnel who cover the assignments on the original standby calendar  will be paid thereafter the following additional per diems under Section b “Schedule and Compensation” below:

Number of qualified personnel		Amount of the per
in the rotation:	:	diem paid
3 or less		Three (3) times the amount in the Schedule & Compensation for the vacated assignment.

(4)           The Company shall determine the area, or areas, if any, to be covered by each standby man.

(b) Schedule & Compensation:

(1)           Weeknights (Monday to Friday – end of shift to 7:30 A.M.) $25/night.

(2)           Saturday – End of shift to 7:30 A.M. - $35/day.

(3)           Sunday - 7:30 A.M. to 7:30 A.M.   - $40/day.

(4)           Holidays (Article III, Section 12(a) - 7:30 A.M. to 7:30 A.M.)$55/day.

(5) Employees on standby who are called in for work shall also be paid as follows:

9

If on a Monday through Saturday or on a holiday, an employee is called out for work which is outside of and not continuous with his regularly scheduled hours of work, he shall be paid a minimum of three (3) hours pay at time and one-half.  If the work extends beyond the three (3) hour minimum, he will be paid for all hours worked at time and one-half.  On Sunday, he will be paid a minimum of three (3) hours pay at time and one-half or double time for all hours worked, whichever is greater.

A callout begins when the employee is dispatched and terminates 15 minutes after the employee codes off when leaving his or her last assigned job.  Callout(s) after the 15 minute period will be considered a separate callout.

(c)           Vehicle for Standby:

The Company will provide a vehicle for the employee assigned to standby for the time he is on standby.  The employee will then return the vehicle to the Company when not on standby.  Company vehicles provided to employees assigned to standby will not normally be used to transport private persons or for purposes which are unrelated to the Company's business.  However, there are times when for good cause shown, the Company may give an employee on standby permission to use the Company's vehicle for such purposes.  In all such cases, the employee shall be required to request and obtain in advance from the Company's Dispatcher, permission to use the Company's vehicle for the employee's personal, non-business related purpose.

Distribution Department Standby

SECTION 7. (a) Assignment:

The following sets forth the procedure which the Company shall follow in the scheduling of the Distribution Department Standby Crew when the Company determines that employees are to be assigned to standby coverage.

(1)           All Distribution personnel, approved by the Company as qualified for standby, will be assigned on a rotating basis.

(2)           The Company will determine the area or areas, if any, to be covered by each standby man.  For the term of the contract there will be one (1) person in each area; Pittsfield, North Adams, Greenfield.

(3) If an employee on the Distribution Department standby crew is unable to cover his assignment due to short-term illness/injury, or other valid reason, the Company shall first attempt to find another employee on the standby crew to cover the assignment on a voluntary basis.  If no employee is willing to cover said assignment on a voluntary basis, the Company shall assign the junior available employee on the standby crew to cover the assignment.  In seeking volunteers to cover the standby crew assignment referred to under this paragraph the Company shall utilize the overtime list.

All scheduled vacation or long-term illness/injury (over two (2) weeks) shall be distributed equally among on call personnel.  To cover these situations, an original calendar shall be maintained and employees shall be “scheduled in” on a continuous rotating basis originating with the junior qualified man.  All holidays shall be distributed equally throughout the Department and the Company will make every attempt to minimize employees receiving the same holiday in consecutive years.

All calendar changes shall be made as soon as notice is given to the Distribution Supervisor

10

and Dispatch outlining a long-term injury/illness or vacated position.

On call begins after shift workers finish their shift.

If the number of qualified on call personnel who are available for standby coverage drops below four (4) in Pittsfield, North Adams or Greenfield the remaining qualified on call personnel will cover the assignments using the original standby calendar for that area and department.  The assignments for such coverage will be made in accordance with the above procedure.    Whenever the number of qualified on call personnel has dropped below four (4), the remaining qualified on call personnel who cover the assignments on the original standby calendar  will be paid thereafter the following additional per diems under Section b “Schedule and Compensation” below:

Number of qualified personnel		Amount of the per
in the rotation:	:	diem paid
3 or less		Three (3) times the amount in the Schedule & Compensation for the vacated assignment.

(b)  Schedule & Compensation:

(1)           Weeknights (Monday to Friday end of shift to 7:00 A.M.) - $25/night.

(2)           Saturday – end of shift to 7:00 A.M. - $35/day.

(3)           Sunday - 7:00 A.M. to 7:00 A.M. - $40/day.

(4) Holidays (ARTICLE III, Section 12(a) - 7:00 A.M. to 7:00 A.M.)$55/day.

(5)           Employees on standby who are called in for work shall also be paid as follows:

If on a Monday through Friday or on a holiday, an employee is called in for work which is outside of and not continuous with his regularly scheduled hours of work, he shall be paid a minimum of three (3) hours pay at time and one-half. If on a Saturday, an employee is called in for work which is outside of and not continuous with his regularly scheduled hours of work, he shall be paid a minimum of three (3) hours pay at time and one-half.  If the work extends beyond the three (3) hour minimum, he will be paid for all hours worked at time and one-half. On Sunday, he will be paid a minimum of three (3) hours pay at time and one-half or double time for all hours worked, whichever is greater.

A callout begins when the employee is dispatched and terminates 15 minutes after the employee codes off when leaving his or her last assigned job.  Callout(s) after the 15 minute period will be considered a separate callout.

(c) Vehicle for Standby:

The Company will provide a vehicle for the employee assigned to standby for the time he is on standby.  The employee will return the vehicle to the Company when not on standby.  Company vehicles provided to employees assigned to standby will not normally be used to transport private persons or for purposes which are unrelated to the Company's business.  However, there are times when for good cause shown, the Company may give an employee on standby permission to use the Company's vehicle for such purposes.  In all such cases, the employee shall be required to request and obtain in advance from the Company's Dispatcher, permission to use the Company's vehicle for the employee's personal, non-business related purpose.

11

Relief from Service and Distribution Standby Assignments

SECTION 8.  Servicemen over fifty-five (55) years of age, who have twenty (20) or more years of service or those over sixty (60) years of age, who have fifteen (15) or more years of service, and who so request, will be relieved of assignment to on-call and shift schedules where there are a sufficient number of employees available in each district (minimum six [6]) to provide for service requirements.  The above will not apply to emergency situations.

Distribution Department employees over fifty-five (55) years of age who have twenty (20) or more years of service or those over sixty (60) years of age, who have fifteen (15) years of service,  and who so request, will be relieved of assignment to standby schedules where there are a sufficient number of employees available in each district (minimum six [6]) to provide for distribution requirements.  The above will not apply to emergency situations.

Employees must notify the Company in writing prior to the beginning of the calendar year if they wish to be relieved from on-call or standby during that calendar year.

Call-in Pay

SECTION 9.  If on Monday through Saturday or on a holiday, an employee is called in for work which is outside of and not continuous with his regularly scheduled hours of work, he shall be paid a minimum of four (4) hours pay at time and one-half.  If the work extends beyond four (4) hours he will be paid for all hours worked at time and one-half.  On Sunday, he will be paid a minimum of four (4) hours pay at time and one-half or double time for all hours worked, whichever is greater.

12

Holiday Pay

SECTION 10 (a).  Except as provided below, all employees shall receive eight (8) hours pay at their regular hourly rate for each of the following Holidays, regardless of what day of the week it occurs:

New Year's Day

President's Day

Patriots' Day

Memorial Day

Fourth of July

Labor Day

Columbus Day

Veterans' Day

Thanksgiving Day

Day after Thanksgiving Day

Christmas Day

Employee's Birthday

Should there be a conflict between the laws of the Federal Government and the Commonwealth of Massachusetts for observance of any of the holidays set forth in this Section, any such holiday shall be observed in accordance with the laws of the Commonwealth.

Shift premiums will be included in holiday pay when an employee works a second or third shift during a work week in which a paid holiday occurs.

           (b)           If any of the holidays listed above shall occur during the regular work week of any employee and such employee does not work on such holiday, he shall nevertheless be deemed to have worked eight (8) hours on such holiday in computing his forty (40) hour basic week for overtime purposes.

(c)           No holiday pay shall be paid to any employee of the Company who is absent on sick leave on the work day before or on the work day after the holiday, except in those cases where the employee is sick for five (5) or more consecutive work days or where the employee’s absence for the day is supported by a doctor’s note

(d)           An employee who wishes to take his or her birthday holiday on a day other than the day on which the employee’s birthday falls, may request the alternate day off which the employee desires, two (2) weeks in advance of the employee’s birthday.  The granting of the employee’s request shall be subject to the Company’s operating conditions and the alternate date, if approved, shall be within five (5) work days before or after the employee’s actual birthday.

Pay for Time Worked on a Holiday

SECTION 11.  Employees who work on any holiday listed in Section 10 (a) of this Article shall be paid time and one-half plus holiday pay for the first eight (8) hours worked and double time and one-half for all hours worked on the holiday which are in excess of eight (8).

If an employee is temporarily transferred to a higher-rated position, he shall receive the rate of the higher position for a holiday falling during his temporary transfer.

13

Pay While in Higher-Rated Position

SECTION 12.  Employees, permanently or temporarily, assigned to higher-rated position, will receive the higher rate of pay while on such positions.  However, this shall not apply where men are being taught the duties of a new position, provided the time for breaking a man in to a new position does not exceed twenty-five (25) work days, and provided the employee complies with all of the requirements, including the securing of any licenses, etc., required by the work on the particular job.

Pay While in Lower-Rated Position

SECTION 13.  Employees temporarily employed in lower wage rate positions shall be paid their regular hourly rates.  In case of a permanent transfer, the employees so transferred shall take the rate of the job.

Two or More Concurrent Overtime Rates

SECTION 14.  Where particular work falls within two (2) or more overtime classifications, only the higher single overtime rate shall be paid. In the event an employee is called in to work on an overtime basis, the employee’s overtime rate will not be reduced from the overtime rate at the start of the call in, for all continuous hours worked on the call in.  For example, an employee called in to work on a Sunday on double time will continue to receive double time for all continuous hours worked on the call in even if the call in continues into Monday for which the contractual overtime rate is time and one half.  Nothing set forth herein shall preclude an employee’s overtime rate from increasing where hours worked on a call in are compensated at a higher overtime rate than the rate at the start of the call in, in accordance with the provisions of the Agreement.

Rest Period After Certain Hours of Work

SECTION 15.  When an employee on any shift is required to actually perform work for a minimum of four (4) hours within the eight (8) hour period prior to the employee's normal starting time, he shall be entitled to a paid rest period at his regular hourly rate.  Such rest period will be equal to one-half hour for full hour worked during the eight (8) hour period prior to his normal starting time, and said rest period shall commence at the starting time.  When an employee on any shift is required to actually perform work for a minimum of six (6) hours within the eight (8) hour period prior to the employee's normal starting time, he shall be entitled to a paid rest period at his regular hourly rate on the basis of one (1) hour for each full hour worked during the eight (8) hour period prior to the employee's normal starting time. The provisions of this paragraph shall not apply on Saturdays, Sundays, Holidays or any other day on which the employee is not scheduled to work.  Employees will be entitled to eight (8) hours of rest time after working 16 hours in a 24-hour period, which shall commence when the employee is released from work.  Employees will be paid for rest time that runs into their normal work schedule.  If work is received during the timeframe an on call employee is taking rest time, the following procedure shall be followed:

1) Work will be rescheduled, if possible.

2) Work will be distributed to other qualified employees including Supervisors.

3) If work is emergency (i.e. gas leak) in nature and no other options exist, the employee on rest time will be assigned the work.

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ARTICLE IV

Working Schedule

SECTION l.  The regular work week shall consist of forty (40) hours scheduled at eight (8) hours per day.  The regular work weeks shall be scheduled as follows:

Monday through Friday:

Tuesday through Saturday

The hours of work shall be continuous, except those operations where time is usually taken off for a meal.  Such meal period to be not less than thirty (30) minutes, nor more than one (1) hour.  The time for beginning the meal period shall be within five (5) hours of starting time.  In the event that an employee is assigned by the Company to work a straight eight (8) hour workday, the employee shall receive a thirty (30) minute meal period without any deduction in pay, but the employee shall not be entitled to any other break periods during the eight (8) hour workday.

Establishment of Shifts

SECTION 2.

a)           The Company may establish, maintain during such period or periods as it deems advisable, and discontinue shifts in any department or departments.  In the event that the Company establishes shifts to be worked by employees in the bargaining unit, qualified employees in the classifications subject to the shifts shall be given their choice of the shifts to be worked in order of their seniority.  In the event that an insufficient number of employees volunteer to work shifts which have been established by the Company, if there are temporary employees working in the department who are qualified to cover the shifts, they will be assigned to them, and if there are an insufficient number of temporary employees to cover the shifts,  ; junior qualified employees shall be assigned to them by the Company.  If such shifts are established, the Company will pay a shift differential of one dollar and fifteen cents ($1.15) for all employees assigned to the afternoon shift and to the night shift.

b) “Day,” “afternoon,” and “night” shifts shall be defined as follows:

(1) “Day” shifts shall include all shifts scheduled to start between 6:00 A.M. and 10:00 A.M.

(2) “Afternoon” shifts shall include all shifts scheduled to start between 12:00 P.M. (noon) and 3:00 P.M.

(3) “Night” shifts shall include all shifts scheduled to start between 5:00 P.M. and 7:00 P.M.

c)           If an employee is not entitled to shift differential during his regularly scheduled hours, he will not receive a shift differential during overtime hours.

d)           In the event that the Company decides to establish a new shift or change a current shift, it will notify the Union at least thirty (30) days in advance of the implementation of the shift and if the Union requests, the Company will discuss with Union representatives the shift hours to be implemented.

 e)          Employees assigned to work a straight eight (8) hour working shift, other than Monday through Friday day shifts, shall receive a thirty (30) minute meal period without any deduction in pay, but the

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employee shall not be entitled to any other break periods during the eight (8) hour workday.

Mileage and Travel Time on Change in Reporting Location

SECTION 3.  The Company’s service territory shall be divided into two territorial areas:

- Berkshire County (Western Division)

- Greenfield (Eastern Division)

Employees may be assigned to report to any location at the beginning of the workday which is within the territorial area to which the employee is regularly assigned and any employee so assigned with either twenty-four (24) hours notice or by the end of the employee’s last scheduled workday before the change will not be paid mileage or travel time.  If an employee is temporarily assigned to report to any location at the beginning of the workday which is in the territorial area other than the one to which the employee is regularly assigned, the employee will be paid mileage and travel time.  The Company will exercise its reassignment rights in good faith.

Employee's Notice of Absence

SECTION 4.  Any employee who expects to be absent from work for any cause must notify  Dispatch as soon as possible, but in no case less than one (1) hour, where reasonably possible, before his regular time for starting work, stating the cause of absence and when he expects to be able to return to work.  Any employee who fails to comply with the foregoing provisions shall not be entitled to any pay for the day on which the absence occurs which he otherwise would be entitled to under any of the provisions of this Agreement, nor for any subsequent day on which he is absent unless and until he shall have given notice thereof in accordance with the foregoing provisions.  Notice once given shall apply for as many days as the employee giving the notice shall designate at the time of giving such notice.  Nothing contained in this Section shall be construed to require the Company to pay an employee for any time not worked which is not specifically provided for under the terms of this Agreement.  When an employee is returning to work after being absent, he will notify the Company as far in advance as possible of the date of his return to work, but in no case shall such notice be less than one (1) hour prior to the start of the employee's regular schedule on the date of his return.

Reassignment of Street Crew During Inclement Weather

SECTION 5.  During any period of time when weather conditions shall prevent employees of the Street Department from performing their regular duties, the Company may assign them to other duties, but without loss or reduction of pay by reason of such weather conditions.  When under such conditions employees are scheduled for work on a Saturday they will be guaranteed at least four (4) hours' work at the applicable rates.

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Distribution of Overtime Work

SECTION 6.  Emergency and overtime work shall be distributed fairly among the eligible employees so far as is practicable.  Overtime work is to be given to the regular employee on the job, if available.  If the regular employee is not available the overtime work is to be given to another qualified employee in the same department, before calling an employee from another department.  In the event that the Company assigns the wrong employee from the overtime list to work, the Company's error shall be remedied in the following manner:

In any calendar quarter, the first such error in a department shall be made up by the future assignment of overtime work to the employee by-passed on the overtime list.  For any subsequent errors in overtime assignments in a calendar quarter in a department, the by-passed employee shall be paid for the hours of overtime the employee missed due to the error.

Temporarily Assigned Employees

SECTION 7.  Employees that are temporarily transferred to another department shall continue to maintain their primary department designation for all aspects of determining seniority in their primary department, overtime and on call status.

An employee, currently pulling call in their primarily assigned department, and temporarily assigned to another department, will maintain their primary departments on-call status while working in the temporarily assigned department.

An employee temporarily assigned to another department may receive overtime in the temporarily assigned department on an “as-available” basis. Therefore if an employee is “on-call” for their primary department, they will be unavailable to perform overtime work in the temporarily assigned department.

Assigned department seniority will be utilized in identifying department working schedules and shift work as it relates to transferred employees.  Transferred employees will work the same hours as those worked in their primary department, if such hours are normal working hours or shift hours worked by the department being transferred to (i.e. employee works M-F in distribution (primary department) will work M-F in transferred department).

Should the hours of the employee’s primary department not be available in the transferred department, the employee must work the normal hours of the transferred department (i.e. the employee works Tu-Sat in primary department, but Tu-Sat are not normal work hours in the transferred department).

Should the transferred employee’s work hours impact the employees work schedule(s) of either affected department, seniority will determine work schedules and/or shifts.

An employee temporarily assigned to another department will continue to perform certain responsibilities (i.e. on-call, emergency response) associated with their primary department.

Employees assigned to work in another department and who work overtime in that department will have the overtime credited to the area they are primarily assigned to.

The assignment of scheduled overtime work (within an employee’s primary department and division) will be based on low overtime and qualifications.  Employees who are assigned to work in another departmentwill be placed at the bottom of that department’s overtime list.

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In the event that the Company exercises its right to make a temporary transfer of an employee from one job classification to another during the term of the contract due to operational reasons, if, at the end of thirty (30) work days the employee transferred is desirous of returning to his regular classification, the Company will allow the employee to do so and replace the employee by the temporary transfer of another employee, so long as the substitution of the employee will not cause the Company operational inefficiencies as determined by the Company. The replacement of an employee on temporary transfer to another job classification for operational reasons will be considered under the foregoing procedure every thirty (30) work days.

ARTICLE V

Vacation Allowance

SECTION 1.  Employees of the Company will be allowed vacation computed as follows:

(a)           Any employee who has been continuously employed for six (6) months in any calendar year shall receive three (3) days' vacation with pay.

(b)           Any employee who has been continuously employed for more than one (1) year, but less than five (5) years in any calendar year shall receive two (2) weeks' vacation with pay.

(c)           Any employee who, in any calendar year shall reach the anniversary date of his fifth (5th) year of continuous service with the Company, shall receive two (2) weeks' vacation with pay.  In addition thereto, each such employee shall receive another week's vacation with pay at such time as the same may be scheduled by the Company, and such third (3rd) week shall not necessarily be consecutive with any other vacation taken by or allowed to such employee.

(d)           Any employee who, during the calendar year, shall reach the anniversary date of his tenth (10th) year of continuous service with the Company shall receive two (2) weeks' vacation with pay; in addition thereto each such employee shall receive two (2) other weeks' vacation with pay at such time as the same may be scheduled by the Company, and such other two (2) weeks shall not necessarily be consecutive with any other vacation taken by or allowed to such employee.

(e)           Any employee who during the calendar year, shall reach the anniversary date of his twentieth (20th) year of continuous service with the Company, shall receive two (2) weeks' vacation with pay; in addition thereto, each such employee shall receive three (3) other weeks' vacation with pay at such time as the same may be scheduled by the Company, and such other three (3) weeks shall not necessarily be consecutive with any other vacation taken by or allowed to such employee.

Scheduling of Vacations

SECTION 2.  It is agreed that based upon seniority vacations may be scheduled by the Company, with those employees having longest seniority having their choice of dates.

(a)           The establishment of certain guidelines are necessary in order to continue furnishing our customers with the best possible service and to insure that our employees receive their appropriate vacations.

(b)           The problem of accomplishing both goals has become increasingly difficult because due to the length of service of our employee group, vacation entitlements have increased substantially in the last few years.  In addition, employees appear to prefer summer and fall vacations rather than taking some of their vacation allowance in the spring.  This results in a restricted number of weeks in which vacations can be scheduled and difficulties in scheduling work during this period of time when so many employees are away

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from work on vacation.  In response to this problem, the following changes in the Company's vacation scheduling policy will be implemented:

Vacation preference slips will list primary and secondary vacation weeks.

As in the past, the primary two weeks, whenever they might be requested, will be scheduled according to seniority, subject to the following limitations:  emergencies, abnormal operating conditions and the following limitations:

Pittsfield Customer Service

One (1) Serviceman per week in December, two (2) Servicemen per week in January, February, March, September, October and November; three (3) Servicemen per week April through August.

North Adams Customer Service

One (1) Serviceman per week January through March and October through December; two (2) Servicemen per week April through September.

Greenfield Customer Service

Two (2) Servicemen per week March through September; one (1) Serviceman per week October through February.

Meter Shop

Two (2) regular Meter Shop employees per week.

Pittsfield Distribution (Including Present Production)

Two (2) men per week in March and November and three (3) men per week April through October.

North Adams Distribution

One (1) man per week April through November.

CIC Department

No more than three (3) employees in the Department may be on vacation in any week at the same  time.

Meter Reading

No more than one  (1) meter reader may be on vacation in any week at the same  time.

Exceptions to any of the above limitations may be approved on an individual basis by management as workload permits.

Secondary vacation weeks, subject to the above limitations will be scheduled as in the past, except that if so many weeks of vacation are requested by employees in the summer and fall months that work scheduling or other operational difficulties occur, the Company will request that employees in order of their seniority

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reschedule some of their secondary vacation entitlement to the spring or fall.  In the event that a sufficient number of employees do not voluntarily reschedule their vacations so as to eliminate the work scheduling or operational difficulties the Company reserves all of its rights under the Agreement with respect to vacation scheduling.

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Rate of Vacation Pay

SECTION 3.  Employees' vacation pay shall be figured at their regular hourly rate for their regular work week and will include shift premium when an employee works a second or third shift during the period immediately preceding the employee's vacation assignment date.

Vacation Pay - Terminating Employee

SECTION 4.  An employee who terminates for reasons other than retirement shall be entitled to vacation pay due that year on a prorata basis.  If the employee has received vacation pay prior to terminating, an adjustment in final earnings due will be made and any balance due the Company will be the obligation of the employee.

ARTICLE VI

Sick Pay

SECTION 1.  All employees of the Company for at least six (6) months and covered by this Agreement shall be entitled to the following sick benefits:

(a)           Those employed for at least six (6) months, but less than twelve (12) months, shall receive full pay for the first sixty (60) hours in any one (1) calendar year, not necessarily consecutive, during which he or she is absent from work on account of sickness.  For the next one hundred forty (140) hours in the same calendar year, not necessarily consecutive, they will receive one-half pay for the time lost on account of sickness.

(b)           Those employed for at least twelve (12) months, but less than five (5) years, shall receive full pay for the first one hundred twenty (120) hours in any one (1) calendar year, not necessarily consecutive during which he or she is absent from work on account of sickness.  For the next two hundred eighty (280) hours in the same calendar year, not necessarily consecutive, they will receive one-half pay for time lost on account of sickness.

(c)           Those employed at least five (5) years but less than ten (10) years shall receive full pay for the first two hundred (200) hours in any calendar year, not necessarily consecutive, during which he or she is absent from work on account of sickness.  For the next two hundred (200) hours in the same calendar year, not necessarily consecutive, they will receive one-half pay for time lost on account of sickness.

(d)           Those employed ten (10) years shall receive full pay for four hundred (400) hours and those employed more than ten (10) years shall receive full pay for four hundred (400) hours plus forty (40) hours for each year of employment beyond ten (10) years up to a maximum of one thousand (1,000) hours in any one (1) calendar year, not necessarily consecutive, during which he or she is absent from work on account of sickness.

The Company shall have the right to satisfy itself of the fact of sickness requiring absence by the certificate of a recognized physician, examination or otherwise.

An Attendance Improvement Program is provided in Appendix D

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Partial Pay for Injuries in Course of Employment

SECTION 2.  In the event of time lost due to injury from accident in the course of employment, the injured employee shall receive the difference between workmen's compensation and his regular pay for fourteen hundred (1,400) hours, not necessarily consecutive.  The Company reserves the same right of examination as in the case of sickness.

Exclusions

SECTION 3.  Any employee whose sickness is due directly or indirectly to intoxication, or to the use of intoxicants as a beverage, or to drugs or narcotics, excluding medication prescribed by a doctor, or any immoral conduct, or to injuries as a result of willful misconduct or to injuries suffered by an employee while in the employ of another employer or while working at another paying job, shall not be entitled to any sick benefits. Notwithstanding any of the foregoing, the Company in the exercise of its sole discretion may authorize the payment of sick benefits to any employee who is actively participating in a recognized alcohol or drug rehabilitation program.

Maternity Leave

SECTION 4.  Maternity leave of up to eight (8) weeks duration shall be approved upon written request to the Company.  Such written request shall specify expected date of leave.  Regular sick pay will be available to employee for such leave, according to terms of Section 1 above.  Following the first eight (8) weeks of maternity leave, the Company will make available part-time assignments (four (4) hours per day) to the employee for an additional eight (8) consecutive weeks.  The scheduling and duration of the assignments shall be based on Company needs.  The Company will be flexible and make reasonable accommodation for the employee's schedule.

Long Term Disability

SECTION 5.  Employees hired after March 5, 2010 will be provided with benefits under the same long term disability plan which is in effect for the Company’s non-union employees  as that plan may change from time to time for the Company’s non-union employees.

ARTICLE VII

Promotions and Layoffs

SECTION 1.  (a)  All openings for jobs within the classifications covered by this Agreement shall be posted in all the Districts simultaneously, as soon as reasonably practical, but in any event within fourteen (14) calendar days of such job openings occurring, and shall remain posted for three (3) consecutive work days, with the exception of Saturdays, Sundays and holidays, which shall be excluded in determining the period of posting, but shall not be held to break the continuity thereof.  All bids for job openings shall be in writing, and shall be submitted during said three (3) day posting period.  Such a bid may be submitted by his Shop Steward in behalf of an employee, who is absent because of illness or injury or because he is on vacation, provided that the Shop Stewa rd shall have been requested to do so by such employee.  No such absent employee shall be eligible for such job opening unless he shall return to work within thirty (30) calendar days after he has been notified that he is the successful bidder, unless the Company and Union shall mutually agree to waive this requirement.

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(b)  In filling such job openings, seniority as defined in Section 4 of this Article shall be the determining factor, subject to minimum qualifications and fitness as determined by the Company, on a non-discriminatory basis.  If the Union claims that the Company has determined minimum qualifications and fitness in an unjust, unreasonable or discriminatory manner, such claim shall be subject to the grievance and arbitration procedure provided in ARTICLE VIII herein.  The Company agrees to fill all job openings so posted, as soon as reasonably practical after the three (3) day posting period, but in any event within fourteen (14) calendar days thereafter.  The Company agrees to pay the successful bidder the rate of pay of the posted job as of the date of the award of the job whether or not the successful bidder has been transferred to the posted job as of that time.  If there shall be no bidders or no successful bidders for such a job so posted, then the Company may fill the job from any source.  The successful applicant may be returned to his former job by the Company for a valid reason upon the completion of a fourteen (14) calendar day period on the job or the successful applicant may be returned to his former job for a valid reason at his own request at any time during the above-mentioned fourteen (14) calendar day period.  In the event that the successful applicant shall be so returned, the job opening may be filled by the Company from among the other qualified applicants according to their seniority without the necessity of reposting.  If the Company shall fail to fill the job within ninety (90) calendar days from the first day posting, it shall not thereafter be filled until it has again been posted in accordance with the above prov isions.

(c)  In cases of demotion, layoff for lack of work, reduction in the work force or the elimination of a job, seniority will be given first consideration.  In the case of an employee so laid off, demoted, or affected by a reduction in the work force, or the elimination of a job, said employee shall have the right to replace another employee within the Company who has less seniority than said employee, provided that said employee shall have minimum qualifications and fitness to fill the job as determined by the Company on a nondiscriminatory basis.  If the Union claims that the Company has determined minimum qualifications and fitness in an unjust, unreasonable or discriminatory manner, such claim shall be subject to the grievance and arbitration procedure provided in ARTICLE VIII here in.

Any employee so laid off, demoted or affected by a reduction in the work force, or the elimination of a job, shall have the right to exercise his seniority to bump laterally or downward subject to the above-mentioned requirement of minimum qualifications and fitness.  Any such employee shall not have the right to exercise his seniority to replace an employee in the Company who occupies a higher rated job unless said employee has previously held such higher rated job and has the above-mentioned minimum qualifications and fitness to return to that job.  The Company shall give at least fourteen (14) calendar days notice to the Union of any such intended demotion, layoff for lack of work, reduction in the work force or elimination of a job.

(d)  Such laid off employees shall be recalled to openings in jobs in the Company for which they have minimum qualifications and fitness as determined by the Company on a nondiscriminatory basis in reverse order from that in which they were laid off.  If the Union claims that the Company has determined minimum qualifications and fitness in an unjust, unreasonable or discriminatory manner, such claim shall be subject to the grievance and arbitration procedure provided in Article VIII herein.  The Company shall notify such employee or employees by certified mail sent to his last known address that such work is available and if the employee shall fail to accept such re-employment or fail to apply therefore within one (1) week of the receipt of such notice then he shall lose all his seni ority rights previously established and continuity of employment shall be forfeited.  In the event that said notice of recall is returned to the Company or cannot be delivered for any reason, the Company shall notify the Union of the recall opportunity and the employee to be recalled shall have one (1) week from the date of such notification to the Union to accept such re-employment or apply for it.  In the event that such employee does not do so he shall lose all his seniority rights previously established and his continuity of employment shall be forfeited.  It shall be the duty of the employee to keep the Company advised in writing of his current address.  An employee accepting re-employment, shall report for work within fourteen (14) calendar days of such acceptance.  The duration of a laid off employee’s recall rights shall be equal to the employee’s time of service with the Company as of the date of the layoff with a minimum of one (1) year and a

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maximum of three (3) years.

(e)  If employees of the Company are so laid off they shall be given preference for re-employment before the Company hires new employees for positions in which such laid off employees have minimum qualifications and fitness as determined by the Company on a nondiscriminatory basis.  If the Union claims that the Company has determined minimum qualifications and fitness in an unjust, unreasonable or discriminatory manner, such claim shall be subject to the grievance and arbitration procedure provided in ARTICLE VIII herein.

(f)  In the event a job in the Clerical Force is eliminated the employee affected thereby shall have the right to replace another employee of less seniority in the Company in a job which he shall be capable of performing and he shall be given the opportunity to demonstrate his capabilities during a period not to exceed twenty (20) work days, however, should the Company determine within the aforesaid twenty (20) days that the employee does not have the capacity to perform the job, he shall be removed therefrom.  In the event the creation of a new job in the Clerical Force, within the classifications covered by this Agreement, is contemplated, the Company will so inform its employees.  Any employee who intends to bid for such job when posted, shall so notify the Company, and from such employees, the Company will select that one, if any, who because of seniority and prior training, would appear to it to have the potential capability of filling such job opening, and will provide such training for such employee as is reasonably necessary for him to acquire the necessary additional qualifications.  At the end of such training period, or, if nobody applies for such training or is potentially qualified therefor, at the time the job is created, the Company shall post the job as hereinabove provided.

(g)  For purposes of layoff, the elected officers of the Union consisting of the Unit Chair, recording secretary, and also the Chief Unit Griever, shall be deemed to have top seniority within the Company, to the extent the law allows.

Temporary Employees

SECTION 2.  A temporary employee is one who is hired by the Company for a specific project or for a period of time which is anticipated or known in advance to be limited and with no intention by the Company that the employee become a regular employee.  In no event should a temporary employee’s term of employment exceed a period of four (4) months.

The Company may exceed the limitations on its use of temporary employees which are set forth in this paragraph in order to cover for the long term absence of a regular employee.  However, the Company will not employ temporary employees in numbers which exceed ten percent (10%) of the total complement of full time, regular employees in the bargaining unit.

The designation “temporary employee” refers to a person who is on the Company’s payroll and it does not include an employee who is employed by a contract agency whose services are contracted for by the Company with the agency.

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Termination or Interruption of Service

as Affecting Seniority

SECTION 3.  Employees voluntarily leaving, or discharged from service of the Company, forfeit all claim to seniority previously established.  Seniority shall continue to accrue under the following conditions:

(a)  A leave of absence in writing granted by an officer of the Company.

(b)  Illness attested by a physician's certificate.

(c)  Service in the military forces of the United States of America or the Commonwealth of Massachusetts (National Guard called in case of emergency).

(d)  Absence due to lay-off not to exceed twelve (12) months.

Seniority

SECTION 4.  The term "seniority" where used in this Agreement shall mean Company seniority.  Company seniority shall be defined as the length of service of an employee with the Company, starting with the first day of his last period of his continuous employment by the Company.

Application of Article

SECTION 5.  The provisions of this Article shall not apply to foremen or other supervisors, nor shall these provisions apply to the selection or hiring of foremen or supervisors to be appointed by the Company hereafter. An employee promoted to a foreman, supervisor, or other job outside of the Bargaining Unit, shall retain and accumulate seniority for a twelve (12) month period and if he should revert to the Bargaining Unit after said twelve (12) months, he does so without any seniority rights relating to layoff and bidding for promotion, but such rights shall be retained for all other purposes under this contract.

Seniority List

SECTION 6.  The Company will furnish the Union annually on the anniversary date of the contract and each  three (3) months thereafter a seniority list and a copy will be posted on a Company bulletin board.

ARTICLE VIII

Grievance Procedure Between Company and Union

SECTION 1.  Each department of the Company covered by this Agreement shall have a Unit Griever, selected by the Union.

In all cases of disagreement concerning the interpretation and application of the terms of this Agreement, an earnest effort shall be made to settle such differences immediately in the following manner:

First:  A discussion of the grievance between the aggrieved employee, with his Unit Griever, and the Supervisor or Manager of the department.

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Second:  A meeting between the aggrieved employee, the Unit Griever, a member of the Grievance Committee and the Manager of the department.  At this stage, the grievance shall be presented in writing on a form mutually agreed to between the Company and the Union.

Third:  A  meeting between the Grievance Committee and the President of the Company, or his duly authorized representative.  This step is optional with the Local Union.

Fourth:  A meeting between the Grievance Committee and the President of the Company, or his duly authorized representative, or both of them, and a representative or representatives of United Steelworkers of America, AFL-CIO-CLC.  In discipline cases, the grievant may be present at the third and fourth steps of the grievance procedure, at the request of either the Company or the Union.  The Company's answer to the grievance at this step shall be in writing.

Arbitration

SECTION 2.  In the event that no satisfactory adjustment of any grievance can be attained under the procedures set forth in Section 1, the Union may within thirty (30) calendar days of its receipt of the Company's answer at the last step of the grievance procedure, but not thereafter, refer the matter to a Board of Arbitration, composed of three (3) members, one to be chosen by the Company, one by the Union, and the third member of the Board shall be selected by the Company and Union designees by mutual agreement.  If the Company and Union designees cannot agree upon the selection of the third member of the Board of Arbitration such third member shall be selected from lists of arbitrators in accordance with the rules of the American Arbitration Association.  The award of the Board of Arbitration shall be final and binding on the Company and the Union, and shall be retroactive to the date of the dispute.  The Company and the Union shall each bear the expense of its own arbitrator and shall share equally in the expense of the third member.  Nothing herein contained shall be deemed to give any arbitrator or Board of Arbitration the right or authority to alter, amend or change any of the terms of this Agreement. If arbitration is not requested within thirty (30) calendar days of the Union's receipt of the Company's answer at the last step of the grievance procedure, the grievance shall be deemed waived.  The Union’s request for arbitration must be in writing and received by the Company within thirty (30) calendar days of the Union’s receipt of the Company’s answer at the last step of the grievance procedure.

Conditions Precedent to Litigation

SECTION 3.  In further consideration of the mutual promises contained herein, the parties hereto expressly agree that neither party shall bring, or cause to be brought, any court or other legal or administrative action against the other until the dispute, claim, grievance or complaint shall have been brought to the attention of the party against whom it shall be made and the said party after actual notice of same shall, within a reasonable time, fail to take steps to correct the cause or circumstances giving rise to such dispute, claim grievance or complaint.

ARTICLE IX

Company Management

SECTION 1.  Except as limited by the specific provisions of this Agreement, the Company reserves and retains for itself exclusively, all of the rights, privileges and authority to manage, operate and to direct the management and operation of its affairs, including, but not limited to, the right to employ, promote, or discharge for cause, the right to assign work, the right to direct working forces, to temporarily transfer employees and to lay off employees because of lack of work.  The Union agrees that except insofar as it is

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granted the right and authority hereunder, it will not hinder or interfere with the management of the Company's affairs.

SECTION 2.  The Company shall continue to have the right to publish reasonable rules and regulations which are not inconsistent with the provisions of this Agreement.

ARTICLE X

Strikes, Stoppages and Lockouts

SECTION 1. While this Agreement is in force, there shall be no lockout of the employees by the Company, and neither the Union nor its members will cause or participate, directly or indirectly in any strike or stoppage of work.

ARTICLE XI

Notice in Case of Suspension or Discharge

SECTION 1.  If an employee is given a disciplinary suspension, the Company agrees to have a member of the Grievance Committee or Unit Griever present at the time of disciplinary action.  Upon written request of such member, the Company will give written reasons for such discharge to the employee and a copy to the Union within seven (7) calendar days of such written request.  If an employee is discharged, the Company agrees to have a member of the Grievance Committee or Unit Griever present at the time when the notice of discharge is given to the employee.  The Company's notice of discharge shall be in writing and shall contain a statement of the reason for the discharge.  A copy of said notice shall be provided at that time to both the employee and to the member o f the Grievance Committee or Unit Griever who is present.

Discharged Employee’s Right of Hearing

SECTION 2.  In the event that an employee is discharged by the Company, he may within three (3) work days after he has been furnished with the notice of discharge provided for in Section 1 above, request a hearing on his discharge.  The Company will grant him such a hearing at a meeting set up in accordance with the provisions of Step Second under the Grievance procedure, as set forth in ARTICLE VIII, Section 1, and any further action on such discharge shall be in conformity with the succeeding procedure set forth in said ARTICLE VIII, Section 1.  If, as a result of such a hearing, it is found that the employee was unjustly discharged, he shall be reinstated.

ARTICLE XII

Performance by Union Members

SECTION 1.  The Union agrees that its members will individually and collectively perform loyal and efficient work and service, and will use their influence and best efforts to protect the property of the Company, and the Company's interest, and will assist in promoting the sale of the Company's products, and that they will cooperate with the Company, and the employees of all departments in promoting and advancing the welfare of the Company and its service at all times.

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ARTICLE XIII

Partial Pay for Jury Service

SECTION 1.  An employee who is called for jury duty and serves as juror on a regularly scheduled working day or days shall be paid by the Company for time lost from work by reason of such service the difference between the amount received by him for such service and his straight time hourly earnings, not exceeding eight (8) hours per day.  Employees on the first shift who are excused from jury service for the day or such employees who are excused from jury service before 1:00 P.M. shall be required to report to work for the balance of the first shift as a condition to receiving pay for jury service for the day in accordance with the foregoing provisions.  Employees on the second and third shifts shall be assigned to the first shift by the Company where reasonably possible for the per iod of their jury service.  Employees on the second and third shifts who cannot reasonably be assigned to the first shift shall, as a condition to receiving pay for jury service in accordance with the foregoing provisions, be required to report to work for the balance of their shifts upon being excused from jury service if such employee has four (4) or more hours remaining on his regular work day at the time of being excused.

As a requirement of receiving pay for jury duty, the employee must present to the Company the employer’s copy of the employee’s “certificate of Trial Juror Service” which is issued by the Commonwealth of Massachusetts.  In the event that an employee has been paid for jury service and does not produce the required certificate, the Company’s payment shall be deducted from the employee’s subsequent paycheck.

Paid Time for Deaths in Family

SECTION 2.  In case of death of the  stepparent, grandmother, grandfather, grandchild, brother, sister, mother-in-law or father-in-law of an employee, the employee shall be permitted to be absent and shall be paid for any scheduled work days lost from the date of death to the day of the funeral, inclusive, but not to exceed (3) work days and in case of death of mother, father, spouse, child  or stepchild, the employee shall be permitted to be absent for five (5) work days.  In the case of death of the brother-in-law or sister-in-law of an employee, if the employee attends the funeral which is held on a scheduled work day, the employee shall be permitted to be absent and shall be paid for the day.  Compensation for each day shall be computed at eight (8) times the employee's regular hourly rate.  Such days are to be considered as days worked for computing overtime.

If an employee who is on vacation from the Company would have been entitled to receive paid time for a death in the family pursuant to this Section had he been at work instead of on vacation, the Company will pay the employee funeral leave in accordance with this Section and the employee shall be entitled to take an equivalent number of vacation days at such time as they may be rescheduled by the Company.

Absence for Union Business

SECTION 3.  One (1) employee with a seniority rating who is elected as a delegate to the Union's International Convention will be granted a leave of absence, without pay, for the duration of the convention.  The employee is to give the Company reasonable notice of his request for such leave.  The Company will grant one (1) employee a leave of absence, without pay, who has been appointed or elected to a full-time official position with the Union for a period not to exceed one year.  Seniority will accumulate during an authorized leave of absence.

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Pay for Annual Reserve Training

SECTION 4.  An employee who is required to be absent from work due to annual military training requirements (summer camp) in the National Guard or the Reserve components of the Armed Services shall be paid the difference between his military pay for such period and his regular weekly straight time wage (forty (40) hours).  The liability of the Company under this provision shall be limited to two weeks of summer camp per year, and shall not include periods of emergency call-up of the National Guard or Reserves or periods of initial basic training entered into at the commencement of National Guard or Reserve service.

Personal Days

SECTION 5.  Employees may take two (2) unpaid personal days off per contract year.  Requests for unpaid personal days must be made with reasonable advance notice to the Company and approval is subject to the operating conditions of the Company.

ARTICLE XIV

Check Off

SECTION 1.  Upon individual written authorization by an employee, the Company agrees to deduct from said employee's first pay each month, Union dues as established under the Union's constitution and Bylaws, and to transmit the sum so collected to the Treasurer of the Union at 5 Gateway Center, Pittsburgh, Pennsylvania 15222 by the tenth (10th) day of the following month.

The individual written authorization by the employee shall be delivered to the Company on cards similar to the card attached, marked Schedule "B" and made a part hereof.

The Union shall indemnify and save the Company harmless against any claims, demands, suits or other forms of liability that may arise out of or by reason of action taken or not taken by the Company for the purpose of complying with the above provisions of this Article of the Agreement or in reliance on any authorization furnished to the Company in connection therewith.

ARTICLE XV

Plant Safety Committee

SECTION 1.  There shall be a committee of up to six (6) Union members selected by the Union who will meet with the Plant Safety Committee.  These meetings shall be scheduled at least quarterly on Company time, and the Company shall pay the Union members of the Committee for time spent in these Safety Meetings between the parties.  Special safety meetings may also be held at the request of either party to discuss safety related concerns in a given geographic area of the Company.  The full Company and Union Safety Committees will not be required to attend any such special meeting which is agreed upon, however, the Chairman of the Union's safety committee shall be present.

           It is agreed that the functions of the Safety Committee of the Union are advisory only.  It is further agreed that the Union Safety and Health Committee shall not be liable for any work-connected injuries, disabilities or diseases which may be incurred by employees.

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Gloves, Boots, Etc

SECTION 2.  The Company will furnish the following equipment:

Heavy gloves as needed to those employees of the Street Department whose work requires them;

Two (2) pairs of insulated safety shoes per year for Stockroom employees, Street, Service, Collecttions Department and Meter Shop employees, at one-half (1/2) cost, the other one-half (1/2) cost to be paid by the employee;

Raincoats, hats and boots to those employees of the Street Department whose work requires them, and rain gear for the Meter Readers;

Hard hats and liners, goggles and ear muffs where required to be worn by the Company;

Protective wearing equipment for employees working with welders;

Heavy rubber gloves for handling liquid ammonia for air conditioners;

Properly filtered gas masks to prevent the inhalation of ammonia fumes by employees working with it; and

Full seal safety glasses which protect employees' eyes from ammonia.

Joint Committee

SECTION 3.  On a mutually agreed upon basis, the Company (four (4) representatives) shall meet with the Union (Unit Chair and Chief Unit Griever and two (2) designees) to discuss items of mutual interest.  An agenda shall be agreed to in advance by both parties, and such Committee is not authorized to change or amend this Agreement.

ARTICLE XVI

Bulletin Board

SECTION 1.  The following Company Policy shall govern the use of Company bulletin boards:

Company bulletin boards are maintained for the purpose of posting Company notices and communications to employees and for the Union’s use in posting official notices to its members.  No employee shall be permitted to post any material or notice on any Company bulletin board or anywhere throughout the Company without the specific permission of the Company obtained in advance.  Any Company employee who violates this policy by making any unauthorized posting or who falsifies or who defaces any Company or Union posting, shall be subject to appropriate disciplinary action.

The Company will provide reasonable bulletin board space in its various departments for the posting of official Union notices to its members, such as death notices, notices of nominations and elections and notices of regular or special membership meetings.  Any other material which the Union

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wishes to post shall be subject to the prior approval of the Company and it shall not be of a controversial, inflammatory or political nature, as determined by the Company.  Approvals of such materials shall be made by the Company’s Manager of Human Resources, or his designated representative, within forty-eight (48) hours of the time of the Union’s request.  In the event that the Company does not grant or deny its approval within the above time limit, the Union shall be permitted to post the material after forty-eight (48) hours subject to the Company’s continuing, subsequent right to approve or to disapprove the posting.  The Company and the Union, and their representatives, shall act in good faith in regard to the approval process which has been established by th is policy.

ARTICLE XVII

Pension Plan and Retiree Benefits

SECTION 1.  For employees hired prior to March 5, 2010, the Company shall maintain in effect for the duration of the collective bargaining agreement pension benefits as presently provided under the Berkshire Gas Company Pension Plan for Union Employees.  Employees hired after March 5, 2010 will not be eligible to participate in this defined benefit pension plan.

The alternative pension formula will be fifty three dollars ($53) per month per year of service and the early retirement reduction factors shall be as follows:

Age	Reduction Factors
62	100%
61	100%
60	97%
59	94%
58	91%
57	88%
56	85%
55	85%

Employees will receive either the pension benefit provided for by the five (5) year average salary formula or the alternative pension formula, whichever is greater.  All provisions of Plan which pertain to the five (5) year average salary formula shall also pertain to the alternative pension formula, except for the four percent (4%) reduction factor for years of service less than twenty-five (25) which is applicable to "Benefits Commencing on or after March 31, 1982," which is set forth in the Plan.

SECTION 2.  At least once per year the Company will meet with the Union to review benefit calculations, utilization and actuarial valuations. Union representation shall consist of four (4) persons; two (2) Local Union and two (2) International Union representatives, and Management representation shall consist of four (4) persons.

SECTION 3.  The Company shall provide employees who retire with term life insurance in an amount of seven thousand dollars ($7,000).  Employees shall be notified of this coverage by the Company at the time of their retirement.

SECTION 4.  The Company shall continue to provide group medical insurance coverage for employees who retire on a disability pension.  As a condition of such continued insurance coverage, the employee shall be required to apply for Social Security disability status and, if found qualified, to apply for Medicare.  In such cases, the Company will provide for continuation of medical benefits by means of a supplemental policy to Medicare.  Employees who qualify for a disability pension under the Plan shall have

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their pension calculated as of the time of the disability pension based on projected years of service to age sixty-five (65).

The Company’s disability pension plan will be amended to require that an employee must have fifteen (15) years of service in order to be qualified for disability pension benefits and the employee must be totally  and permanently disabled from  performing any available bargaining unit job at the Company.  In the event that an employee is totally and permanently disabled from performing his or her job at the Company, but the employee does not retire on a disability pension because the employee has been  transferred to another available bargaining unit job at the Company, the employee transferred to the other bargaining unit job will retain the rate of pay of the employee’s position from which the employee has become disabled, or the rate of pay of the job to which the employee has been transferred, whichever is higher, including all future negotiated general wage increases.

SECTION 5.  The Company will pay one-half (1/2) of the group hospitalization and surgical insurance premiums (excluding dental) for early retirees between ages sixty (60) and sixty-five (65).   The retiree will cease to be eligible for coverage after age 65.  Coverage for spouse/family of retiree or spouse of deceased retiree shall continue as above until he/she reaches age 65.

ARTICLE XVIII

Meter Work

SECTION 1.  All meter work is to be performed by qualified Company employees in the bargaining unit.  When the Company determines the volume of ERT battery changes which may be necessary during the term of the contract, it will meet with the Union to determine how this work will be accomplished through the use of temporary and full time employees to remove and install ERT devices.  The time restrictions on the Company’s use of temporary employees, which are set forth in Article VII, Section 2 of the contract, shall not apply for the duration of the first full ERT battery change cycle.

Restriction of Supervisors

SECTION 2.  The Company agrees that it will use its best efforts to see that no Supervisor shall, except in cases of emergency or for the purpose of education and instruction, perform any work of the type customarily performed by a member of the Bargaining Unit.

Service Progression

SECTION 3. (a)  A Helper will be reclassified as a Service 3rd Class after eighteen (18) months of continuous service in the Helper position and after having completed the OQ tasks for service and having been determined to be qualified by the employee’s immediate supervisor and  approved by the Department Manager..

(b)          In the event that an employee classified as a Helper is unable to progress to a Service 3rd Class within twelve (12) months after he becomes eligible, the employee shall be subject to layoff by the Company without bumping rights, but with the right to fill vacant positions in the bargaining unit which the employee has the qualifications and seniority to be accepted for

(c) The procedure for progressing from Service Third to Service Second is revised as follows:

“The Service Review Board will meet at six (6) month intervals when a Service Third Class employee indicates that he is qualified to advance to the next step in the progression.  Employees who have previously held the higher classification in the progression will be eligible to

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advance through approved testing in three (3) months.  The Service Review Board will determine if the employee warrants an increase in pay or a classification change.  The Review Board will submit its recommendation to the Company which will either approve or disapprove it.  If the Service Review Board has met and turned down an employee three (3) consecutive times and the time duration has exceeded eighteen (18) months, the employee may request a special hearing with representatives from the Company and the Union leadership to review his rejection and his qualifications.  The Service Review Board will be present at this meeting to support its decision not to advance the individual

SECTION 4.  When a Service employee is assigned to Service work in connection with high inside and outside roof installations, an additional employee will be assigned to such work when it would be hazardous or unsafe for one (1) employee to perform the job alone.

ARTICLE XIX

Group Insurance and Health Care Cost Containment

SECTION 1.  Except as set forth herein, the Company shall maintain in effect for the duration of the collective bargaining Agreement group insurance benefits as presently provided.  Said group insurance benefits shall include employee group life insurance in an amount equal to the employee's base salary (rate of pay times 2,080 hours) rounded upward to the nearest one thousand dollar ($1,000) increment with a minimum life insurance benefit in the amount of fifteen thousand dollars ($15,000), and medical/dental benefits.

As soon as reasonably possible after the ratification of the Agreement by the Union’s membership, the Company shall implement the Tufts HMO health insurance plan for employees who live in the Commonwealth of Massachusetts.  Current or new employees who live outside of the Commonwealth of Massachusetts will be offered health care coverage either under the Tufts HMO health insurance plan or under the Tufts PPO health insurance plan whichever the employee elects.  Effective as of January 1, 2011, the annual maximum benefit amount for basic and restorative services under the dental plan shall be increased to one thousand five hundred dollars ($1,500).

SECTION 2.  The Company and Union agree to a health care cost containment committee.  Each year, after the Company has been notified of an increase in medical or dental premiums, the Company-Union Health Care Cost Containment Committee shall meet and attempt to mutually agree on plan design or other changes to reduce the cost increases to be shared by the Company and by employees. The Union committee will include a representative from the International Pension and Insurance Department, a District representative of the International Union and four (4) members of the Local Union appointed by the Local's president.  No changes in the Company's existing health care program will be made during the contract term except by mutual agreement and subject to Union ratification.  Nothi ng herein shall preclude the Company's right to change carriers or to self insure provided the existing level of benefits and conditions of payment are maintained.

The Committee shall meet on a quarterly basis during the contract term if requested by either party, and the entire Union committee shall be present at all meetings.

SECTION 3.  The employee contribution to the cost of group medical and dental insurance benefits shall be twenty percent (20%).

Employee contributions will be made through payroll deductions and they will be offered on a pretax basis.

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SECTION 4. If a spouse works full-time (as defined by his or her employer) for a company that offers medical and/or dental coverage and the spouse’s employer shares or pays for in its entirety the cost of these coverages, the spouse may voluntarily enroll in his or her employer’s plans at the next available opportunity providing the total premium cost to the employee does not exceed the cost to the Company to include the spouse as a dependent under the Company’s plan.  The employee’s spouse may also be enrolled in the Company’s plan, if desired.  The two plans will coordinate benefits.  The Company will reimburse the employee’s spouse 100% for the spouse’s portion of the medical and dental coverage in the spouse’s employer’s plan( s).  The Union leadership, in conjunction with the Company, will educate the Union membership through the existing union management health committee,  to strive for 100% participation in this program.

SECTION 5.  The Company will offer a One Thousand dollar ($1000) annual opt-out credit for any employee waiving medical coverage based on eligibility of employee for adequate alternate coverage as verified by the Company.  Payments will be made incrementally over the course of the year at regular payroll intervals, subject to existing payroll tax laws.

SECTION 6.  Should any Federal or State law become effective during the term of this Agreement providing benefits substantially parallel to those of the group insurance benefits provided for in this Agreement and impose the cost thereof upon the Company, then and to that extent only such paralleling benefits provided for under the Company's group insurance benefit plan shall become inoperative and be canceled by the Company in order to avoid duplication of insurance costs.

ARTICLE XX

Termination of Side Agreements

SECTION 1.  All jointly signed letters or memoranda of agreement which have been signed by the parties subsequent to April 1, 1976 which are to continue in effect for the duration of this Agreement have been incorporated herein under the heading of "SIDE AGREEMENTS".  Any such jointly signed letter or memorandum of agreement which has not been specifically incorporated herein shall be deemed to have been terminated as of the effective date of this Agreement.  The foregoing provision shall not apply to written settlements of grievance which have been filed by the Union in accordance with the provisions of ARTICLE VIII herein.  All said written grievance settlements shall continue in full force and effect according to their terms unless they are terminated or modified by the parties.

ARTICLE XXI

Gender

SECTION 1.  All references to the masculine gender contained in this Agreement shall also be construed to refer to the feminine gender where applicable.

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ARTICLE XXII

Conformation to Laws, Regulations and Orders

SECTION 1.  It is understood and agreed that all agreements herein are subject to all applicable laws now or hereafter in effect and to the lawful regulations, rulings and orders of regulatory commissions having jurisdiction.  If during the life of this Agreement any of said laws, regulations, rulings or orders shall conflict with any of the provisions of this Agreement, such provision or provisions shall be immediately suspended, and shall be given continued effect only to the extent permitted by law.  The suspension or invalidity of any provision of this Agreement in accordance with the foregoing shall not affect or impair any other term or provision of the Agreement and said other terms and provisions shall remain in full force and effect.

ARTICLE XXIII

Job Security, Training and Severance Pay

SECTION 1.  The Company agrees that regular employees with five (5) or more years of continuous service will not be laid off due to lack of work during the term of this Agreement.  The foregoing no layoff protection shall not apply to any employee of the Company who was hired on or after January 5, 2004.

SECTION 2.  No employee in the bargaining unit who was employed as of February 1, 2000 will be laid off due to the Company’s subcontracting of the work which the employee performs.

SECTION 3.  The foregoing employee protection which is set forth in Section 2 of this Article will expire as of the expiration date of the collective bargaining agreement and  shall not continue thereafter unless it is  specifically negotiated by the Union.

SECTION 4.  As heretofore, the Company will, where practicable, train employees to keep abreast of technological changes in the industry, e.g. plastic pipe.

SECTION 5.  Any employee laid off from the Company's employ may elect to receive one (1) week of severance pay for each full year of continuous service with the Company which the employee has as of the date of the layoff.  If the employee elects to receive severance pay, the employee's right to be recalled under Article VII of this Agreement shall be terminated as of the date of the layoff.  The employee shall make his or her election with respect to severance pay within thirty (30) calendar days of the date of the employee's layoff, and if the employee elects to receive severance pay, the Company shall make the payment on the next payday following the employee's notice to the Company of his or her election.

SECTION 6.  The following is applicable to employees who become surplus during the contract’s term, but who are not subject to layoff due to the provisions of SECTION 1 and SECTION 2 above:

(a)  Junior surplus employees shall be required to use their seniority to bump into other jobs in the bargaining unit in accordance with the collective bargaining agreement.  Employees bumping shall revert to the rate of pay of the job bumped into.

(b)  Surplus employees who have no job to bump into will be provided with work by the Company at their current rate of pay.  Work provided may be non Union, and if it is, it will be on a no precedent or prejudice basis, nor will it form the basis of any future Union claim to such work.

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ARTICLE XXIV

Outside Contractors

SECTION 1.  During the term of the Agreement, the Company will continue to study its use of outside contractors in order to determine what level of work presently contracted out, if any, can be performed by Company employees as economically and in an equally efficient manner to the Company's operations.  A report will be made to the local Union at the monthly meeting provided for in Section 3 of this Article.

SECTION 2.  During the term of the Agreement, the Company will study its use of outside contractors to perform garage and vehicle service work to determine the extent to which any such work can be performed by Company employees as economically and in an equally efficient manner to the Company's operations.  A report will be made to the local Union at the monthly meeting provided for in Section 3 of this Article.

SECTION 3.  On a monthly basis during the months of March through December, the Company will meet with the President of the local Union and a Distribution employee to discuss the Company's contracting out of work and to listen to Union suggestions as to whether any of the work to be contracted out may be done as economically and in an equally as efficient manner by Company employees, and if deemed appropriate by the Company to assign the work to Bargaining Unit employees.  It is understood that Agreement does not indicate or suggest that "DigSafe mark-out" work is not bargaining unit work.

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ARTICLE XXV

401(k) Plan

SECTION 1.  The Company will continue to provide employees who were hired prior to the effective date of this Agreement with a 401(k) Plan with the following matching contributions by the Company:

Employee Contribution	Company Contribution
1%	1%
2%	1.5%
3%	2.0%
4%	2.5%
5%	3.0%
6%	3.5%

Employees hired after the effective date of this Agreement will be automatically enrolled in the 401(k) Plan at a six percent (6%) contribution level unless they specifically opt out of coverage after having been enrolled according to the Plan’s auto-enrollment provisions.  Such employees  will be provided with the following matching 401(k) Plan contributions by the Company:

Employee Contribution	Company Contribution
1%	1.25%
2%	2.5  %
3%	3.75%
4%	5.0  %
5%	6.25%
6%	7.5  %

The maximum employee contribution shall be that allowed by the 401(k) plan document.  The 401(k) plan shall include employee loan provisions as provided for in the Memorandum of Settlement signed by the parties on March 30, 1996.

ARTICLE XXVI

Flexible Spending Account

SECTION 1.   The Company will continue to provide employees with a Flexible Spending Account as authorized by Section 125 of the Internal Revenue Code.  This Plan will make available to employees pre-tax payment of medical, child care, and elderly care costs.

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ARTICLE XXVII

Successors and Assigns

SECTION 1.  This Agreement shall be binding upon the parties hereto and the successors and assigns of each.

THIS AGREEMENT made and entered into by authorized representatives of the Company and the Union.

FOR THE UNITED  STEELWORKERS	THE BERKSHIRE GAS COMPANY
, AFL, CIO, CLC
Leo W. Gerard	Karen L. Zink
LEO W. GERARD	KAREN L. ZINK
International President	President,  Treasurer and Chief  Operating Officer
Stanley Johnson	Richard E. Nasman
STANLEY JOHNSON	RICHARD E. NASMAN
International Secretary/Treasurer	Director of Operations
Thomas Conway
THOMAS CONWAY
International Vice President, Administration
Fred Redmond
FRED REDMOND
International Vice President, Human Affairs
William J. Pienta
WILLIAM J. PIENTA
Director, District 4
Stephen Finnigan
STEPHEN FINNIGAN
Sub-District Director
Michael E. Ferriter
MICHAEL E. FERRITER
Local Union President
Michael Sciola
MICHAEL SCIOLA
Local Union Committee Vice President
Matthew Cota
MATTHEW COTA
Local Union Committee Chief Unit Griever
Joseph Carbone
JOSEPH CARBONE
Local Union Committee Unit Griever
Date:   3/5/10	Date:   3/5/10

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SCHEDULE "A

Job classification and regular hourly rates established pursuant to this Collective Bargaining Agreement:

REGULAR HOURLY RATES FOR EMPLOYEES HIRED BEFORE APRIL 1, 1996

Job Classification	4/1/09	4/1/10	4/1/11	4/1/12	4/1/13
	(3%)	(3%)	(3%)	(3%)	(3%)
Distribution
Working Street Leader	31.95	32.91	33.90	34.91	35.96
Working Production Leader (1)	31.95	33.91	34.93	35.97	37.05
Production Utility “A”	na	31.80	32.75	33.73	34.75
Production Utility I	na	30.80	31.72	32.67	33.65
Utility “A”	29.90	30.80	31.72	32.67	33.65
Utility I	28.35	29.21	30.08	30.98	31.91
Utility II	26.44	27.23	28.05	28.89	29.76
Utility III	24.82	25.56	26.33	27.12	27.94
Laborer	23.49	24.20	24.93	25.67	26.44
Service Department
Service A	31.95	32.91	33.90	34.91	35.96
Service 1st Class	29.90	30.80	31.72	32.67	33.65
Service 2nd Class	27.74	28.57	29.43	30.31	31.22
Service 3rd Class	25.77	26.54	27.34	28.16	29.01
Helper	23.31	24.01	24.73	25.47	26.23
Meter Shop
Field Tech Senior	29.90	30.80	31.72	32.67	33.65
Field Tech A	27.74	28.57	29.43	30.31	31.22
Field Tech B	25.77	26.54	27.34	28.16	29.01
Meter Foreman	28.36	29.21	30.08	30.99	31.91
Meter A	25.77	26.54	27.34	28.16	29.01
Meter B	24.25	24.97	25.72	26.49	27.29
CIC
Customer Representative  - Step D*	22.44	23.12	23.81	24.52	25.26
Customer Representative  - Step C*	21.55	22.19	22.86	23.55	24.25
Customer Representative  - Step B*	21.21	21.84	22.50	23.17	23.87
Customer Representative  - Step A*	20.76	21.39	22.03	22.69	23.37
Other
Stores Department	25.51	26.28	27.07	27.88	28.72
Custodian	23.01	23.70	24.41	25.14	25.90
Meter Reader	25.79	26.56	27.36	28.18	29.03
Stockroom Clerk*	23.63	24.34	25.07	25.82	26.59
Collector	25.77	26.54	27.34	28.16	29.00

* Clerical employees

(1) Effective as of the signing date of the contract, “Working Utility Leader” will be reclassified as “Working Production Leader”

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Progression from Meter B to Meter A shall be through a Meter Progression Review Board established by the Company and Union with qualifications and criteria for advancement to be developed in accordance with the same procedure as outlined in the Service and Distribution Departments.

Promotion from Labor II to Working Street Leader and Working Utility Leader shall be in accordance with criteria mutually agreed upon by the parties in the Operator Qualifications (“OQ”) Program, dated July 29, 2002 (revised May 3, 2004)

Note: Effective April 1, 1996, the Company made a special adjustment in the amount of 5¢ per hour to the wage rates of all classifications in the bargaining unit prior to the implementation of any general wage increases.  This adjustment in wage rates was for the purpose of buying out the Company’s then existing contractual obligation to provide employees with meal allowances.

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REGULAR HOURLY RATES FOR EMPLOYEES HIRED ON OR AFTER APRIL 1, 1996

Job Classification	4/1/09	4/1/10	4/1/11	4/1/12	4/1/13
	(3%)	(3%)	(3%)	(3%)	(3%)
Distribution
Working Street Leader	31.95	32.91	33.90	34.91	35.96
Working Production Leader (1)	31.95	33.91	34.93	35.97	37.05
Production Utility “A”	na	31.80	32.75	33.73	34.75
Production Utility I	na	30.80	31.72	32.67	33.65
Utility “A”	29.90	30.80	31.72	32.67	33.65
Utility I	22.50	23.18	23.88	24.59	25.33
Utility II	20.66	21.28	21.92	22.58	23.25
Utility III	19.19	19.76	20.35	20.96	21.60
Laborer	na	18.35	18.90	19.47	20.06
Service Department
Service A	31.95	32.91	33.90	34.91	35.96
Service 1st Class	29.90	30.80	31.72	32.67	33.65
Service 2nd Class	22.09	22.76	23.44	24.14	24.87
Service 3rd Class	20.19	20.79	21.42	22.06	22.72
Helper	17.82	18.35	18.90	19.47	20.06
Meter Shop
Field Tech Senior	29.90	30.80	31.72	32.67	33.65
Field Tech A	22.09	22.76	23.44	24.14	24.87
Field Tech B	20.19	20.79	21.42	22.06	22.72
Meter Foreman	28.36	29.21	30.08	30.99	31.91
Meter A	20.66	21.28	21.92	22.58	23.26
Meter B	17.82	18.35	18.90	19.47	20.06
CIC
Customer Representative  - Step D*	22.44	23.12	23.81	24.52	25.26
Customer Representative  - Step C*	16.52	17.02	17.53	18.05	18.59
Customer Representative  - Step B*	16.18	16.67	17.17	17.68	18.21
Customer Representative – Step A*	15.76	16.23	16.72	17.22	17.74
Customer Service Clerk*	15.22	15.68	16.15	16.64	17.13
Other
Stores Department	21.84	22.49	23.17	23.86	24.58
Custodian	19.42	20.00	20.60	21.22	21.85
Meter Reader	22.11	22.78	23.46	24.16	24.89
Stockroom Clerk*	20.02	20.62	21.24	21.88	22.54

* Clerical employees

(1) Effective as of the signing date of the contract, “Working Utility Leader” will be reclassified as “Working ProductionLeader”

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The parties have agreed that employees hired by the Company on or after April 1, 1996, shall not be subject to the same progression as in effect under the Agreement for employees hired prior to that date.  The following shows those classifications which may be achieved through progression and those which may only be achieved through the Company’s posting of a vacancy, as applicable to employees hired on or after April 1, 1996:

Distribution
Working Street Leader	(3 positions to be maintained - one in each Division- by Posting - must be a Utility "A")
Working Production Leader	(By Posting - 1 position to be maintained - must be a Production Utility A)
Production Utility A	(By Posting - 2 positions to be maintained - must be a Production Utility I)
Production Utility I	(By Posting - 1 position to be maintained - must be Utility I or Utility A)
Utility “A”	(36  month progression & OQ)
Utility I	(12 month progression and OQ)
Utility II	(12 month progression and OQ)
Utility III	(18 month progression and OQ)
Laborer
Service Department
Service A	(3 positions to be maintained - one in each Division- by Posting - must be a Service 1st Class w/Fitters License)
Service 1st Class	(Journeymans Gas Fitters License  and 12 months as Service Second Class or without license 5 years as Service Second Class)
Service 2nd Class	(12 month & rev board and OQ)
Service 3rd Class	(18 month & OQ and mgmt Approval)
Helper
Meter Shop
Meter Tech Senior	(12 month & review board)
Field Tech A	(12 month & review board)
Field Tech B
Meter Foreman	(one position to be maintained) by review board
Meter A	(24 month & review board)
Meter B
CIC
Customer Representative – Step D	(12 month progression & review board)
Customer Representative – Step C	(6 month progression & review board)
Customer Representative – Step B	(6 month progression & review board)
Customer Representative – Step A
Customer Service Clerk
Collector
Other
Stores Department
Custodian
Meter Reader
Stockroom Clerk

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SCHEDULE "B

CHECK OFF AUTHORIZATION

UNITED STEELWORKERS

AFL-CIO-CLC

Pursuant to this authorization and assignment, please deduct from my pay each month, while I am in employment within the collective bargaining unit in the Company, and irrespective of my membership status in the Union, monthly dues, assessments and (if owing by me) an initiation fee each as designated by the International Treasurer of the Union.

The aforesaid payment shall be remitted promptly by you to  Frank S. McKee, or his successor, International Treasurer of the United Steelworkers, or its successor, Five Gateway Center, Pittsburgh, Pennsylvania, 15222.

This assignment and authorization shall be effective and cannot be cancelled for a period of one (1) year from the date appearing above or until the termination date of the current collective bargaining agreement between the Company and the Union, whichever occurs sooner.

I hereby voluntarily authorize you to continue the above authorization and assignment in effect after the expiration of the shorter of the periods above specified, for further successive periods of one (1) year from such date.  I agree that this authorization and assignment shall become effective and cannot be canceled by me during any of such years, but that I may cancel and revoke by giving to the appropriate management representative of the plant in which I am then employed, an individual written notice signed by me and which shall be postmarked or received by the Company within fifteen days following the expiration of any such year or within the fifteen days following the termination date of any collective bargaining agreement between the Company and the Union covering my employment if such date sha ll occur within one of such annual periods.  Such notice of revocation shall become effective respecting the dues for the month following the month in which such written notice is given; a copy of any such notice will be given by me to the Financial Secretary of the Local Union.

Local Union No.   12325-1
United Steelworkers	Signature
________________________	Check No.
Witness	Ledger No.

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SIDE AGREEMENTS

The following side agreements except where specifically designated to expire at an earlier date, are to remain in effect for the duration of the current collective bargaining agreement and are hereby incorporated into the collective bargaining agreement.

A.           Use of Personal Vehicles on Company Business

For those employees who drive their personal cars,  on Company business, for all miles driven that day the mileage reimbursement rate shall be at the rate established by the Internal Revenue Service (IRS).  Changes in the rate will not be retroactive, but will take effect at the time when a change in the rate is announced by the IRS.

B. Uniforms

The Company shall provide and pay the full cost of uniforms for employees in the following classifications:  Service A, Service First Class, Service Second Class, Service Third Class, Helper, Meter Foreman, Meter A, Meter B, Field Tech Senior, Field Tech A, Field Tech B Utility A, Utility I, Utility II, Utility III, Meter Reader, Working Street Leader, Working Prodcution Leader, Production Utility A, Production Utility I, Laborer, Stockman, Collector, and Custodian. Uniforms provided by the Company shall be worn by employees during their working hours.

C. On-Call Serviceman Covering Saturday Night

If a call is received before 7:30 A.M. on a Sunday morning, and the on-call serviceman has to work beyond 7:30 A.M. Sunday morning to finish the call, he will be paid the minimum set forth in Article III, Section 6(b) of this Agreement or double time for all hours worked, whichever is the greater.

D. Reimbursement of Expenses

The Company will reimburse any employee for out-of-pocket expenses for parking meters, phone calls and postage which are incurred by said employee due to Company business.

E. Call-In Pay

If on Monday through Saturday or on a holiday an employee is called in two (2) hours, or in excess of two (2) hours, before his regularly scheduled hours of work and work is continuous with his regularly scheduled hours of work, he shall be paid a minimum of four (4) hours pay at time and one-half rate for the call-in.  This does not apply to an employee being called in prior to the second or third shifts where the work is continuous with that shift.  On Sunday he will be paid a minimum of four (4) hours pay at time and one-half or double time for all hours worked, whichever is greater.

F. Summer Help Assignments

The work assignments of summer help hired by the Company in the Service Department shall be limited to the painting of meters and meter sets unless the Company and the Union mutually agree otherwise in advance of the assignment.

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G.           Notification to New Employees of Shift Assignments

New employees will be told by the Company that they shall be subject to involuntary assignment to shifts other than the day shift and that they shall be subject to that assignment until a new employee has been hired, is trained and is qualified to take the employee’s place on the shift.

H. When LNG is received at the LNG Plant, a qualified Distribution Department employee will be present at the unloading.

I.           A two (2) employee Fitting Team will be utilized for all meter work AL800 and above.

J.           Facilitation/Partnership Program

During the term of the Agreement, the parties will explore the use of federal facilitation/partnership programs to help the parties deal with business issues facing them. The choice of any program is to be by the mutual agreement of the parties and any actions to be taken pursuant to any such “partnership” program shall also be by the mutual agreement of both parties.  The apportionment of the cost of any program shall be determined by the parties mutual agreement.

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Appendix A

Combining Production & Distribution Employees

Into One Department

The merging of the Production and Distribution employees into one group of classifications will be accomplished through the joint efforts of a Company/Union Review Board.  The Review Board will consist of two (2) Supervisors and two (2) Working Leaders.  As soon as an employee is hired (Utility III) the Review Board will follow his progression and approve his progression from Utility II to Utility I via a job-related test.

Because the two departments are so diverse in their work responsibilities it is difficult to determine the exact criteria for advancement and therefore the Review Board is responsible for assuring that the employee requesting the promotion has met the necessary requirements for advancement.  In the event that the Committee deadlocks on criteria or decision on the recommendation of promotion the final decision will be made by the Company subject to the Union right to grieve and arbitrate.

The attached sheet shows a general summary of the job duties for these three classifications.  The exact duties and criteria for advancement will be determined by the Review Board and therefore this is a suggested guideline.

As soon as the concept is approved the Review Board will consider all requests for promotion to Utility I.  Some employees are presently specialized in one area of responsibilities and it is anticipated that some of them may continue in the specialized area.  Employees will have to demonstrate their aptitude, ability and attitude to the Review Board for consideration of promotion.  It is anticipated that employees can request a change from Utility II to Utility I three (3) times a year (at four (4) month intervals).  Utility III employees will be promoted to Utility II when the Review Board determines that they have met the qualifications for promotion.  In making this determination, the Review Board will give consideration to prior experience as a Laborer or as a Utility III.  Utility II employees will be eligible for review by the Review Board for promotion to Utility I after one (1) year as a Utility II.  When an employee has been classified as a Utility III for one (1) year and a Utility II for six (6) months, his progress shall be evaluated by the Review Board which shall make recommendations as to the areas in which training should be provided to the employee to assist him in progressing to Utility I.

All employees working for the department will be assigned a "primarily assigned to" designation by the Review Committee.  Any future vacancies in the new department will be posted at the bottom step.

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General Summary Of Job Duties For  Utility III, Utility II, Utility I

Utility III -

Distribution Plant repairs

Operation of Department vehicles

Operation of Department equipment

(a) Mueller tapping, stopping, bypassing

(b) Compressors - Tooling

(c) Pressure recorders

(d) Etc.

Appearance

Workmanship

Mechanical potential

Electrical potential

Operation of Production - Peak shaving

Combustible gas indicator operation

Underground plant locating

Principles of regulation

Product transfers (Propane)

Safety

Principles of corrosion control

Environmental awareness

Utility II -

District regulation and maintenance of equipment

Maintenance of production equipment

(a) Compressors

(b) Vaporizers

(c) Mixing Unit

Intermediate corrosion testing

Operation of telemetering

Utility I  - (Advanced Utility)

Tractor - Backhoe license & operation

Diagnose Production equipment problems

Diagnose Distribution system problems

Advanced corrosion testing

Department record keeping

Operation of flame ionization unit

Pinpointing leakage

Leadership

Environmental awareness

* Distribution Dept. refers to combination of Production and Distribution Dept. employees.

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Appendix B

- SERVICE A -

In order to be considered for the Service A classification, an applicant must have been classified as a Service First Class for at least one (1) year.

The Company and Union will establish a Review Board consisting of two (2) members from the Company and two (2) members from the Union.  The general duties of the Service A classification and the qualifications and criteria for advancement to that position from Service First Class will be established by the Review Board.  The Review Board will approve promotion of all applicants for promotion to Service A.

In the event that the Review Board deadlocks on the duties, criteria, qualifications, testing or the decision for promotion, the final decision will be made by the Company subject to the Union's right to grieve and arbitrate.

The attached sheet shows a general summary of the job duties for these new classifications.  The exact duties and criteria for advancement will be determined by the Review Board and therefore this is a suggested guideline.

Any employee who has been promoted to Service A shall have the right, within the first ninety (90) days after his promotion, to revert back to the classification of Service First Class if he so desires.

Listed below is some of the criteria which will be used to determine if a Service First Class can be promoted to Service A:

1. Good knowledge of the Mass. Fuel Gas Code

(a) The employee will be asked to answer questions regarding his general knowledge of the Code.

(b) The employee will be asked several "detailed" questions regarding the Code with an open book available.

(c) The employee should show a continuing interest that he is keeping abreast of the Code.

2. Good ability handling and solving difficult service problems.

(a) The employee will be required to answer questions regarding his knowledge and experience in the areas of electricity, controls, air conditioning, and high input burners.

(b) The employee will be required to have a hands-on test (field and/or in shop) regarding the diagnosing and solving of planned service problems.  The types of planned service problems might include some or all of the following:  defective gas valves, low pressure in air conditioning unit, undersized gas regulator, conversion burner improperly installed, industrial process equipment malfunctioning, propane installation incorrectly installed, electric igniter or appliance not properly grounded.

48

Other examples may be used in order to determine the ability, experience and knowledge of the Service First Class.

(c) The employee should indicate an interest and desire to keep himself abreast of new technology and equipment.

3. Handling customer relations problems.

(a) The employee must be able to solve the more difficult customer service problems, possibly a problem that was not repaired by other customer service personnel.  Therefore, he must be able to present a positive image of the Company in dealing with customers.

(b) The employee may be required to determine the reasons for a high bill complaint and therefore, must be able to deal with irate customers.

4. Dealing with fellow employees.

The Service A employee will on occasion be responsible for coordinating other customer service personnel on larger jobs and must therefore, be able to work with and direct as needed the work activities of his fellow employees.

5. Additional proficiency in heating controls and handling specialized equipment.

The employee must be able to converse with factory representatives, customers and others as required in discussing service problems regarding electric controls or specialized equipment.

6. Assisting supervisors in the training of others during normal working hours.

The employee must be capable of assisting in a training program to other service personnel on a formal basis, such as a classroom situation.

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Appendix C

Customer Information Services Progression

1. The Customer Information Services Progression consists of four (4) pay grades in the Job Classification of Customer Representative:

Customer Representative -  Step A

Customer Representative -  Step B

Customer Representative -  Step C

Customer Representative -  Step D

2.             In order to be deemed qualified to fill the position of Customer Representative, an applicant must possess good analytical and written/verbal communication skills.

3. Progression from Customer Representative Step A to Step B, Step B to Step C, and Step C to Step D, shall each be based on the following criteria:

a. Request for progression submitted by the employee after having completed work at the lower grade for the minimum time requirement indicated in the progression timetable of “Schedule A”; and

b. Upon approval for progression by the Review Committee after evaluation of the employee’s oral review and written test, hands on test, call monitoring and employee evaluation.

4. Applicants for progression, after completion of the minimum time in each step, which is set forth in paragraph 3.a. above, may submit a request for progression. .  If an employee fails an evaluation they may request re-evaluation 3 times within the next 6 months beginning with the date of failure and with a minimum of 30 days between requests for re-evaluation.

5. Employees who previously held the classification of Customer Representative and who fill a vacancy as a Customer Representative – Step A, will be eligible to advance to Customer Representative Step B, Step C or Step D after three (3) months on the job and approval for progression by the Review Committee in accordance with the criteria set forth in paragraph 3.b. above.  Employees denied approval for progression may submit future requests at intervals indicated in paragraph 4.

6. The Review Committee shall consist of two (2) Customer Representatives Step D and two (2) Company Supervisors.  In the event that the Review Committee deadlocks on a decision as to the progression of an individual, the final decision shall be made by the Company, subject to the Union’s right to grieve and to arbitrate.

7. Once an employee becomes classified as a Customer Representative at any step of the progression for that classification, the employee will be required to progress to Step D and to be fully qualified to perform all of the required duties, functions and responsibilities of Step D within a three (3) year period of time from the date on which the employee first became classified as a Customer Representative at any step.  If, at the end of said three (3) year period of time, the employee has not progressed successfully to Step D, or if at any time while in progression an employee has failed to progress and, as a consequence, it becomes known that the employee will not be able to progress to Step D within three (3) years, the Company will meet with the Union and with the Union’s input

50

develop a ninety (90) day remedial training plan for the employee who it has been determined is unable to progress.  At the end of the remedial training period, the Company will determine whether the employee will be able to progress and, if the Company determines that the employee will not be able to progress, the employee may bid on any open position in the bargaining unit which the employee is qualified to fill or, if there is a Customer Service Clerk who is qualified and desirous of entering into the customer representative progression, to substitute for that employee in the Customer Service Clerk position.  If there are no open positions in the bargaining unit which the employee is qualified to fill, or the employee is unable to substitute into the Customer Service Clerk position, the emp loyee shall be laid off with recall rights in accordance with Article VII, Sections 1(d) and (e) of the Agreement.  The provisions of this paragraph will not be applicable to any employee who was a regular employee in the CIC progression as of April 1, 2009.  Any employee who is removed from the CIC progression in accordance with this provision shall not have the right at any time in the future to be re-employed by the Company in the CIC progression and no employee in the CIC progression shall receive more than one (1) ninety (90) day remedial training period, unless mutually agreed to by the parties.

8. The use of tapes or monitoring can be used for disciplinary purposes with the Unions right to grieve and arbitrate.

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Appendix D

Attendance Improvement Program

The efficient operation of the Company requires that employees consistently maintain satisfactory attendance and punctuality.

For the purposes of this program, absences are evaluated on the number of days absent from work and any patterns noted.

All days taken out of work, including excused (with doctor’s note) and unexcused absences, are used in determining total days out of work.  However, excluded from this total are days on FMLA  or SNLA approved leave of absence, FMLA approved intermittent leave of absence, jury duty, union business, bereavement, vacation and holidays.

In determining “excessive” absenteeism, all days absent from work are added together.  If the total number of days for that employee in any three (3) month period equals five (5) days or more in the period for that employee, that is considered excessive absenteeism under these guidelines.

Under this program, when an employee’s record indicates excessive absenteeism in accordance with the guidelines above, the goal of the Company is to restore that employee’s attendance to a satisfactory level.  The Company will implement a plan of progressive discipline, as outlined below, to ensure the successful attainment of this goal.

Consultation/Verbal Warning

If an employee’s attendance record is considered excessive as defined above, Human Resources will meet with the employee to discuss the employee’s attendance record, the importance of maintaining an acceptable attendance record and ways to improve the employee’s attendance.  The employee will also be given a verbal warning, and the warning will be documented, that formal written discipline will follow unless that employee’s attendance shows an immediate, substantial and sustained improvement.  Special consideration may be given in response to a doctor’s note confirming that a recurring condition exists.

Written Warning

After a verbal warning, if an employee’s attendance record continues to be unsatisfactory following or within a three (3) month period of time, and the employee’s absence record equals or exceeds three (3) days, he or she will be given a written warning.  The employee will be warned that further disciplinary action up to and including termination of employment will follow unless attendance shows immediate, substantial and sustained improvement.

Suspension (1) Day

After the written warning, if the employee’s attendance record continues to be unsatisfactory following or within a three (3) month period of time, and the employee’s absence record equals or exceeds three (3) days, he or she will be given a one (1) day unpaid suspension.  The employee will be warned that further disciplinary action up to and including termination of employment will follow unless attendance shows immediate, substantial and sustained improvement.

Suspension (3) Day

 After the one (1) day suspension, if the employee's attendance record continues to be unsatisfactory

52

following or within a three (3) month period of time, and the employee’s absence record equals or exceeds three (3) days, he or she will be given a three (3) day unpaid suspension.  The employee will be warned that discharge will follow in the absence of immediate, substantial and sustained improvement.

Termination of Employment

After the three (3) day unpaid disciplinary suspension, a monthly review will take place. If the employee's attendance record equals or exceedsone (1) day absent based on the standards described above, such employee will be suspended without pay pending a decision to terminate employment.  The decision to terminate an employee's employment will be made as soon as administratively feasible follow such suspension.

Issuance and Removal of

Attendance Warning Notices

Verbal warnings, written warnings, and suspensions will become inactive after one (1)  year from the date of the most recent disciplinary action.

EAP

As appropriate the employee will be reminded of the availability of EAP if warranted.

Company/Union Review

The Company and Union agree to meet semi-annually to review absenteeism and the Attendance Improvement Program.

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Exhibit A

Letter of Understanding

		March 5, 2010
Mr. Michael Ferriter, President	and	Mr. Stephen Finnigan
Local No. 12325		Sub-District Director
United Steelworkers		District 4, United Steelworkers,
AFL-CIO-CLC		AFL-CIO-CLC

Dear Messrs. Ferriter and Finnigan:

Notwithstanding the provisions of Article XIII, Section 3 of the Agreement, if during the contract term an employee of the Company accepts a casual position with the International Union, the Company will provide the employee with a leave of absence, without pay, for a period not to exceed three (3) years.  This commitment shall be limited to one employee and the leave of absence shall be terminated if the employee’s position with the Union is made permanent.

	Very truly yours,
	Richard E. Nasman
	Richard E. Nasman
	Director of Operations
Concurrence of:	Concurrence of:
Stephen Finnigan	Michael E. Ferriter
United Steelworkers	United Steelworkers
Sub-District Director	Local No. 12325
Date: 3/5/10	Date:  3/5/10

54

Exhibit B

Letter of Understanding

		March  5, 2010
Mr. Michael Ferriter, President	and	Mr. Stephen Finnigan,
Local No. 12325		Sub-District Director
United Steelworkers		District 4, United Steelworkers
AFL-CIO-CLC		, AFL-CIO-CLC

Dear Messrs. Ferriter and Finnigan:

This will serve to confirm the statement which was made by the Company to the Union during the collective bargaining negotiations for the current Agreement.  As of that time, the Company indicated that it was its intention to implement the following new work schedules during the contract term:

Service Department
Division	Work Schedule	Shift Hours	Number of Employees
Pittsfield
	Mon-Fri *
		Noon-8:30 p.m.	(2)
		1:00 pm-9:30 p.m.	(2)
	Tue-Sat *	7:30 am-4:00 p.m.	(2)
		Noon-8:30 p.m.	(1)
		1:00 pm-9:30 p.m.	(1)
	* September through April
Greenfield
	Mon-Fri *	Noon-8:30 p.m.	(1)
		1:00 pm-9:30 p.m.	(1)
	Tue-Sat *	7:30 am-4:00 p.m.	(1)
		1:00 p.m. - 9:30 p.m.	(1)
	* September through April

55

Division	Work Schedule	Shift Hours	Number of Employees
North Adams
	Mon-Fri *	Noon-8:30 p.m.	(1)
		1:00 p.m.- 9:30 p.m.	(1)
	Tue-Sat *	7:30 am-4:00 p.m.	(1)
		1:00 pm-9:30 p.m.	(1)
	* September through April

Customer Information Center
Work Schedule		Shift Hours	Number of Employees
Mon-Fri *		Noon-8:30 p.m.	(1)
		1:00 p.m.- 9:30 p.m.	(1)
Tue-Fri*		1:00 pm-9:30 p.m.	(2)
Sat		7:30 am-4:30 p.m.
	* September through April

These schedules may be changed in accordance with the procedures set forth in Article IV of the Agreement, except that the Company will not during the contract’s term increase the number of Tuesday through Saturday shifts listed above or establish a Sunday Shift without the mutual agreement of the Union.

	Very truly yours,
	Richard E. Nasman
	Richard E. Nasman
	Director of Operations
Concurrence of:	Concurrence of:
Stephen Finnigan	Michael E. Ferriter
United Steelworkers	United Steelworkers
Sub-District Director	Local No. 12325
Date: 3/5/10	Date:  3/5/10

56

Exhibit C

Letter of Understanding

Vacation Scheduling - 30 Year Employees

		March   5, 2010
Mr. Michael Ferriter, President	and	Mr. Stephen Finnigan,
Local No. 12325		Sub-District Director
United Steelworkers		United Steelworkers
AFL-CIO-CLC		AFL-CIO-CLC

Dear Messrs. Ferriter and Finnigan:

This will serve to confirm the agreement which was reached during the negotiations for the most recent collective bargaining agreement.

During the term of the current collective bargaining agreement, employees who have thirty (30) or more years of continuous service with the Company shall be entitled to schedule their first three (3) weeks of vacation in a calendar year, in the same manner as that provided for in Article V, Section 1, paragraphs (c) - (e) of the agreement for the scheduling of employee’s first two (2) weeks of vacation.

	Very truly yours,
	Richard E. Nasman
	Richard E. Nasman
	Director of Operations
Concurrence of:	Concurrence of:
Stephen Finnigan	Michael E. Ferriter
United Steelworkers	United Steelworkers
Sub-District Director	Local No. 12325
Date: 3/5/10	Date:  3/5/10

57

Exhibit D

Letter of Understanding

		March   5, 2010
Mr. Michael Ferriter, President	and	Mr. Stephen Finnigan,
Local No. 12325		Sub-District Director
United Steelworkers		United Steelworkers
AFL-CIO-CLC		AFL-CIO-CLC

Dear Messrs. Ferriter and Finnigan:

This letter is intended to document an agreement between the Company and the United Steelworkers  Local No. 12325-1 regarding scheduled overtime for operation of the Whately LNG Plant

Historically, it has been standard practice to use the Greenfield Distribution On-Call person for operation of the Whately LNG Plant, outside of normal work hours. Under this agreement, when the Whately LNG plant is scheduled for operation (i.e determined that it is required by 3:30 pm the day prior to operation)the assignment will be made to the employee from the Greenfield Distribution department who is qualified and is the low person on the overtime list.  If the Plant is required to be operated and not scheduled by 3:30 pm the day prior, or no volunteers are available to work the scheduled assignment, the Greenfield Distribution On-Call person will be utilized.

This letter will expire on March 31, 2014  unless the parties in collective bargaining negotiations for a new contract specifically agree to extend it either in the same or an  amended form.

	Very truly yours,
	Richard E. Nasman
	Richard E. Nasman
	Director of Operations
Concurrence of:	Concurrence of:
Stephen Finnigan	Michael E. Ferriter
United Steelworkers	United Steelworkers
Sub-District Director	Local No. 12325
Date: 3/5/10	Date:  3/5/10

58

Exhibit E

Letter of Understanding

		March  5, 2010
Mr. Michael Ferriter, President	and	Mr. Stephen Finnigan,
Local No. 12325-1		Sub-District Director
United Steelworkers		United Steelworkers
AFL-CIO-CLC		AFL-CIO-CLC

This letter is intended to document an agreement between the The Berkshire Gas Company (the “Company”) and the United Steelworkers and its Local No. 12325-1 (the “Union”) regarding various issues agreed to as part of a Settlement Agreement dated June 6, 2005.

The Company and Union have agreed on restructuring and workrule changes that involve Meter Reading and the, Meter Shop.  The following changes will become effective upon the execution of this letter.

Meter Reading will be associated with the Meter Shop with the following understanding.  By its association, it is understood that work which has been performed by Meter Readers is not considered Meter Work under Article XVIII, Section 1 of the CBA.

a) Meter Readers will provide assistance in performing Meter Shop duties when necessary.

b) Meter Readers and Meter Shop employees can be utilized to change and re-program ERT’s in the field.

c) Meter Shop employees will be trained and utilized to assist with Meter Reading.

A Meter Shop Review Board, similar in format and content as to that contained in Appendix B of the CBA, will develop general duties and advancement criteria.

	Very truly yours,
	Richard E. Nasman
	Richard E. Nasman
	Director of Operations
Concurrence of:	Concurrence of:
Stephen Finnigan	Michael E. Ferriter
United Steelworkers	United Steelworkers
Sub-District Director	Local No. 12325
Date: 3/5/10	Date:  3/5/10

59 

EX-21.1

EXHIBIT 21.1

LIST OF SUBSIDIARIES OF

UIL HOLDINGS CORPORATION

	State or Jurisdiction
	of Incorporation or	Name Under Which
Name of Subsidiary	Organization	Subsidiary Does Business
The United Illuminating Company (1)	Connecticut	The United Illuminating Company
Connecticut Energy Corporation (1)	Connecticut	Connecticut Energy Corporation
The Southern Connecticut Gas  Company (2)	Connecticut	The Southern Connecticut Gas  Company
CTG Resources, Inc. (1)	Connecticut	CTG Resources, Inc.
Connecticut Natural Gas Corporation (3)	Connecticut	Connecticut Natural Gas Corporation
Berkshire Energy Resources (1)	Massachusetts	Berkshire Energy Resources
The Berkshire Gas Company (4)	Massachusetts	The Berkshire Gas Company
United Resources, Inc. (1)	Connecticut	United Resources, Inc.
Xcelecom, Inc. (5)	Connecticut	Xcelecom, Inc.
United Capital Investments, Inc. (5)	Connecticut	United Capital Investments, Inc.
Thermal Energies, Inc. (6)	Connecticut	Thermal Energies, Inc.
Xcel Services, Inc. (6)	Connecticut	Xcel Services, Inc.

______________________

(1)      Subsidiary of UIL Holdings Corporation

(2)      Subsidiary of Connecticut Energy Corporation

(3)      Subsidiary of CTG Resources, Inc.

(4)      Subsidiary of Berkshire Energy Resources

(5)      Subsidiary of United Resources, Inc.

(6)      Subsidiary of Xcelecom, Inc.

EX-23

EXHBIIT 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in (i) the Registration Statement on Form S-8 (No. 333-116921) relating to the United Illuminating Company 401(K)/Employee Stock Ownership Plan; (ii) the Registration Statement on Form S-8 (No. 333-107020) relating to the UIL Holdings Corporation Deferred Compensation Plan; (iii) the Registration Statement on Form S-8 (No. 333-107021) relating to the UIL Holdings Corporation 1999 Amended and Restated Stock Plan; (iv) the Registration Statement on Form S-8 (No. 333-156177) relating to the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan; (v) the Registration Statement on Form S-8 (No. 333-156179) relating to the Amended and Restated United Illuminating Company 401(K)/Employee Stock Ownership Plan of UIL Holdings Corporation; and (vi) the Registrati on Statement on Form S-3 (No. 333-157854) of our report dated February 22, 2011 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 22, 2011

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, James P. Torgerson, certify that:

1.   I have reviewed this annual report on Form 10-K of UIL Holdings Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 22, 2011	/s/ James P. Torgerson
	James P. Torgerson
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Richard J. Nicholas, certify that:

1.   I have reviewed this annual report on Form 10-K of UIL Holdings Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 22, 2011	/s/ Richard J. Nicholas
	Richard J. Nicholas
	Executive Vice President
	and Chief Financial Officer

EX-32

EXHIBIT 32

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. 1350, the undersigned, James P. Torgerson and Richard J. Nicholas, the chief executive officer and chief financial officer, respectively, of UIL Holdings Corporation (the “issuer”), do each hereby certify that the report on Form 10-K to which this certification is attached as an exhibit (the “report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

/s/ James P. Torgerson                                                      
60;                                                    

James P. Torgerson

President and Chief Executive Officer

(chief executive officer)

UIL Holdings Corporation

February 22, 2011

/s/ Richard J. Nicholas                                                      &# 160;                                                    

Richard J. Nicholas

Executive Vice President and Chief Financial Officer

(chief financial officer)

UIL Holdings Corporation

February 22, 2011