GUARANTY AGREEMENT

EXHIBIT 4.4

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (the “Guaranty”) is made as of the 5 ^th  day of September, 2008, by UIL HOLDINGS CORPORATION , a corporation duly organized and existing under the laws of the State of Connecticut, U.S.A., with its principal office located at 157 Church Street, New Haven, Connecticut  06510 U.S.A. (herein called "Guarantor"), for the benefit of GE PACKAGED POWER, INC. , a corporation duly organized and existing under the laws of Delaware, with its head office situated at 1333 West Loop South, Houston, Texas  77027 U.S.A. (herein called "Contractor").  (Guarantor and Contractor are individually referred to herein as a “Party” and collectively as the “Parties.”)

RECITALS:

WHEREAS , GenConn Devon LLC, a limited liability company duly organized and existing under the laws of the State of Connecticut, U.S.A., with its principal office located at 157 Church Street, New Haven, Connecticut  06510 (herein called "Buyer") is a wholly-owned subsidiary of GenConn Energy LLC; and

WHEREAS, GenConn Energy LLC is jointly owned in equal shares by The United Illuminating Company (“UI”), a specially chartered Connecticut corporation and subsidiary of Guarantor, and NRG Connecticut Peaking Development LLC (“CPD”) (collectively, UI and CPD being referred to herein as the “Participants”);

WHEREAS , Contractor has entered into an agreement with Buyer dated August [27], 2008 (together with the schedules, annexes, and exhibits thereto and as the same may be amended from time to time, herein called the “Contract”), for the supply of four LM6000 gas turbine generators to be installed at Devon Station in Milford, Connecticut (the “Project”);

WHEREAS, Section 6.2 of the Contract requires Buyer to obtain and deliver a parent company guarantee of Buyer’s performance under the Contract from each of the participants; and

WHEREAS, Guarantor, as ultimate owner of a 50% share of Buyer, is willing to enter into this Guaranty to satisfy the conditions of the Contract.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties hereto agree as follows:

1.  Guarantor unconditionally and irrevocably guarantees to Contractor that, in the event Buyer fails to perform or observe the terms and provisions of the Contract, Guarantor shall immediately upon first demand in writing by Contractor perform or take such steps as are necessary to achieve performance or observance of such terms and provisions and shall indemnify and keep indemnified Contractor against any and all losses, damages, claims, costs, charges, and expenses (“Guaranteed Obligations”) howsoever arising under the Contract as follows: