EXHIBIT 10.20B



                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


         This FIRST AMENDMENT, made as of the 13th day of December, 1999, to the
Employment  Agreement,   made  as  of  the  23rd  day  of  February,   1998,(the
"Agreement") between THE UNITED ILLUMINATING COMPANY, a Connecticut  corporation
(the "Company") and NATHANIEL D. WOODSON, an individual (the "Executive"),

                              WITNESSETH THAT:

     (1) The Company and the  Executive  hereby agree to amend the  Agreement as
set forth in section (2) below:

     (2) Section (11) is amended by adding thereto  subsections  (c) and (d), as
follows:

                  (c) If for  purposes of the excise tax imposed by Section 4999
of the Internal  Revenue  Code,  the payments  that the Executive is entitled to
receive under this Agreement, together with any other payment or distribution by
the Company to or for the benefit of the  Executive  (whether paid or payable or
distributed or distributable) pursuant to this Agreement or otherwise,  would be
less  than  or  equal  to  3.2  times  the  "base  amount"  of  the  Executive's
compensation  (as defined in Section 280G of the Internal  Revenue Code, and not
governed by any term defined in this  Agreement),  any portion of such  payments
that would constitute  "excess  parachute  payments" (as defined in said Section
280G)  subject to such  excise tax shall be reduced to the  largest  amount that
will result in no portion of such excess  parachute  payments  being  subject to
such excise tax.

                  (d) If for  purposes of the excise tax imposed by Section 4999
of the Internal  Revenue  Code,  the payments  that the Executive is entitled to
receive under this Agreement, together with any other payment or distribution by
the Company to of for the benefit of the  Executive  (whether paid or payable or
distributed or distributable) pursuant to this Agreement or otherwise,  would be
more than 3.2  times  the "base  amount"  of the  Executive's  compensation  (as
defined in Section 280G of the Internal  Revenue  Code,  and not governed by any
term defined in this Agreement), but not more than 4.0 times such "base amount,"
the Executive shall be entitled to receive an additional  payment (the "Gross-Up
Payment")  in an amount equal to (i) the amount of the excise tax imposed on the
Executive  in respect of the  payments he is entitled  to receive  (the  "Excise
Tax"),  plus (ii) all federal,  state and local  income,  employment  and excise
taxes  (including any interest or penalties  imposed with respect to such taxes)
imposed on the  Executive  in respect of the Gross-Up



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Payment,  such that after payment of all such taxes  (including  any  applicable
interest or penalties) on the Gross-Up Payment,  the Executive retains a portion
of the Gross-Up Payment equal to the Excise Tax.

     (4) All the terms and  conditions of the  Agreement,  as amended hereby are
and shall remain in full force and effect.

     (5) This First  Amendment to the  Agreement  may be executed in one or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this instrument as
of the day and year first above written.



THE UNITED ILLUMINATING COMPANY

                                               ATTEST:

By  /s/ Albert N. Henricksen
   ----------------------------
       Albert N. Henricksen
       Its Group Vice President
       Support Services
                                                /s/ Robert L. Fiscus
                                               ---------------------------
                                                Robert L. Fiscus
                                                Its Treasurer and Secretary
    /s/ Nathaniel D. Woodson
   ----------------------------
      Nathaniel D. Woodson



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