EXHIBIT 10.9C


                             MEMORANDUM OF AGREEMENT
           Pension Plan & Post-Retirement Health and Life Insurance Plans


         MEMORANDUM OF  AGREEMENT,  made as of March 5, 1999, by and between THE
UNITED  ILLUMINATING  COMPANY ("the  Company") and LOCAL 470-1,  UTILITY WORKERS
UNION OF AMERICA, AFL-CIO ("the Union").

         WHEREAS,  the  Company  and  the  Union  are  parties  to a  collective
bargaining agreement dated May 16, 1997 (the "1997 Labor Contract"); and

         WHEREAS, the 1997 Labor Contract contains certain provisions concerning
The United  Illuminating  Company Pension Plan (the "Pension Plan"),  as well as
certain  letter  agreements  concerning  post-retirement  health  insurance  and
post-retirement life insurance benefits; and

         WHEREAS,  the parties have in good faith negotiated  certain changes to
the Pension Plan and to the post-retirement  health insurance and life insurance
benefits applicable to existing  employees,  which changes have been ratified by
the bargaining unit; and

         WHEREAS,  the  Company  and the Union now  desire to reduce to  writing
their agreement concerning the negotiated changes to the Pension Plan and to the
post-retirement  health  insurance  and life  insurance  benefits  applicable to
current employees.

         NOW  THEREFORE,  the  parties  have  agreed,  and do hereby  agree,  as
follows:

         1.       THE PENSION PLAN.  The Company will take such action as may be
                  ----------------
appropriate  to amend the  Pension  Plan and  obtain  the  approval  of the U.S.
Treasury  Department,  for the purpose of effecting the following changes to the
Pension Plan:

                  (a) BENEFIT FORMULA.  The pension benefit formula shall, as of
a participant's  normal  retirement date, be equal to one and six tenths percent
(1.6%)  of  the   participant's   final  average   compensation   multiplied  by
participant's  total years of benefit  service up to and  including  thirty (30)
years of benefit  service;  PROVIDED THAT such pension benefit shall not be less
than the participant's  accrued benefit  determined as of March 31, 1999 (or the
day prior to the Closing Date of the sale of UI's  Generation  assets to Wisvest
of  Connecticut,  LLC,  if later) and  frozen as of said date under the  pension
benefit formula in effect immediately prior to the effective date of the current
changes to the Pension Plan.

                  (b)  EARLY RETIREMENT BENEFITS.

                  (i)  UNREDUCED  EARLY  RETIREMENT  BENEFIT  - RULE OF 88.  Any
         participant who is at least  fifty-eight  (58) years of age at the time
         of retirement from active service,  and whose combined age and years of
         vesting  service  then  equals  at least  eighty-eight  (88),  shall be
         entitled  to a monthly  pension  benefit  following  the  participant's
         actual


<PAGE>

          retirement  equal to the  pension  the  participant  would  have  been
          entitled to at normal  retirement date,  based upon the  participant's
          accrued  benefit at the date of actual  retirement,  and such  benefit
          shall not be reduced for early commencement.

                  (ii)  MODIFIED  EARLY  RETIREMENT  BENEFIT  - RULE OF 88.  Any
         participant  who  retires  from  active  employment  on  or  after  age
         fifty-five (55) and before age fifty-eight (58), whose combined age and
         years of vesting service then equals at least  eighty-eight (88), shall
         be  entitled  to a monthly  pension  before  the  participant's  normal
         retirement   date,   and  the  amount   thereof  shall  be  reduced  by
         four-twelfths  (4/12) of one percent (1%) (i.e.,  4% per year) for each
         month by which the benefit commencement date precedes the participant's
         fifty-eighth (58th) birthday.

                  (iii) ALL OTHER  EARLY  RETIREMENTS.  Each  other  participant
         retiring  from service  prior to the  participant's  normal  retirement
         date, who is at least fifty-five (55) years of age and who has at least
         ten (10) years of vesting  service,  but who has not satisfied the Rule
         of 88 under (i) or (ii) above,  may commence  monthly pension  benefits
         any time before the participant's normal retirement date and the amount
         thereof  shall be reduced by  four-twelfths  (4/12) of one percent (1%)
         (i.e.,  4% per year) for each month by which the  benefit  commencement
         date precedes the participant's fifty-eighth (58th) birthday, and by an
         additional  three-twelfths  (3/12) of one percent  (1%)  (i.e.,  3% per
         year) for each succeeding month by which the benefit  commencement date
         precedes the participant's sixty-fifth (65th) birthday.

         (c)  LUMP-SUM  DISTRIBUTION.  As  soon  as  administratively  practical
following  termination  of  employment,  a  participant  may  elect,  subject to
applicable spousal consent  requirements,  to receive the participant's  accrued
benefit, otherwise payable upon the participant's normal retirement date, in the
form of an actuarially  equivalent lump-sum payment. In order to be eligible for
a lump-sum distribution, a participant who has been laid off by the Company must
no longer have any recall rights.

         (d)  FINAL  AVERAGE   COMPENSATION.   A  participant's  "Final  Average
Compensation" shall be the average of the participant's annual compensation over
the three (3)  highest  paid  calendar  years of  employment  with the  Company,
wherever  occurring  or, if greater,  the average of the  participant's  monthly
compensation  during the final  thirty-six  (36) months of  employment  with the
Company.

         (e)  GRANDFATHER  PROVISIONS.  The pension  benefit for any participant
who,  as of  December  31,  1999,  is (i) at least  age  fifty-five  (55) and is
credited with at least ten (10) years of vesting service, or (ii) has a combined
number of years of vesting service and age equaling at least  eighty-eight (88),
shall be the greater of:

                  (i) the accrued benefit calculated in accordance with the
formula set forth in paragraph 1(a) above, or;

                                                                      2
<PAGE>

                  (ii)  the   participant's   accrued   benefit   calculated  in
accordance  with the formula in effect as of December 31,  1998,  based upon the
participant's  total years of benefit service and average annual compensation as
of the date the participant retires.

         (f) SURVIVOR DEATH  BENEFITS.  Pre-retirement  death benefits under the
Pension Plan shall be payable to the participant's spouse, if the participant is
married, unless such spouse has waived his or her right to this survivor annuity
in  favor  of  another  beneficiary.  If the  participant  is not  married,  the
participant may designate another beneficiary.

         (g) EFFECTIVE  DATE. The effective date of the foregoing  changes shall
be  January  1,  1999,  it  being   understood  that  the  accrued  benefits  of
participants  other  than  those  grandfathered  under  paragraph  1(e) shall be
determined as of March 31, 1999,  and frozen as of March 31, 1999, in accordance
with the formula in effect as of December 31, 1998.

         2.  POST-RETIREMENT HEALTH INSURANCE.
         ------------------------------------

         (a)      The letter agreement on page 94 of the 1997 Labor Contract,
dated May 16, 1995, from Mr. Albert N.  Henricksen to Mr. Gary J. Brooks,  shall
be limited to those employees who retired between May 16, 1995 and May 16, 1998,
inclusive.

         (b) The letter  agreement on page 99 of the 1997 Labor Contract,  dated
May 16, 1997,  from Mr.  Albert N.  Henricksen  to Mr. Gary J. Brooks,  shall be
limited to (i) employees who retired between May 17, 1998 and December 31, 1998,
inclusive;  (ii) current employees who had attained age 62 and who had ten years
of service as of December 31, 1999; and (iii) current  employees  whose combined
age and years of service were equal to at least eighty-eight (88) as of December
31, 1999.

         (c) Except as provided in paragraph  2(b) above,  the Company will make
available to current employees  retiring on or after January 1, 1999 medical and
dental insurance  coverage as set forth in the letter agreement  attached hereto
as Appendix I.

         3.  POST-RETIREMENT LIFE INSURANCE.
         ----------------------------------

         (a)      Paragraph (b) of the letter agreement on page 92 of the 1997
Labor Contract, dated May 16, 1997, from Mr. Albert N. Henricksen to Mr. Gary J.
Brooks, shall be limited to those employees who retired between May 16, 1997 and
December 31, 1998, inclusive.

         (b) The Company will provide fully paid life insurance in the amount of
$14,000 for current full time  employees who retire on or after January 1, 1999,
who at the time of retirement are eligible for a subsidized  medical  benefit in
accordance  with the UI Retiree  Medical  Cost Share Table,  attached  hereto as
Appendix  II, and who at the time of  retirement  are  members of the Group Life
Insurance Plan.

         IN WITNESS  WHEREOF,  the parties have executed  this  agreement on the
date set forth below:

                                                                      3
<PAGE>

LOCAL 470-1, UTILITY WORKERS UNION OF AMERICA, AFL-CIO



By        /s/ Diane M. Diedrich          Date: 04/01/1999
         ----------------------------         -----------
         Diane M. Diedrich, President, Local 470-1, UWUA, AFL-CIO

THE UNITED ILLUMINATING COMPANY



By       /s/ Albert N. Henricksen        Date: 04/01/1999
         ----------------------------         -----------
         Albert N. Henricksen, Group Vice President, Support Services


                                                                      4

<PAGE>


                                                                Appendix I


April 1, 1999


Ms. Diane M. Diedrich
President
Local 470-1 U.W.U.A., AFL-CIO
P.O. Box 1497
New Haven, CT  06506

Dear Ms. Diedrich:

         This will replace our prior agreement concerning post-retirement health
insurance  benefits,  as set forth in my letter dated May 16, 1997, with respect
to  retirements  occurring on or after  January 1, 1999.  This letter is written
pursuant to Paragraph 3(c) of our Memorandum of Agreement of even date herewith.

         As we  have  agreed,  during  the  term  of  our  1997-2002  collective
bargaining agreement, the Company will make available or furnish to retirees who
retire  pursuant to the terms of the Company's  Pension Plan on or after January
1, 1999, medical and dental coverage under the following conditions:

1.  Retirements After Age 55 With 10 Years of Service
    -------------------------------------------------

(a) For retirees who at the time of retirement are at least age 55 with at least
ten years of service,  but who do not qualify for a subsidized  medical  benefit
per item 2 below,  the Company will make  available  until age 65 coverage under
plans  providing  benefits  equivalent  to  the  Blue  Cross  & Blue  Shield  of
Connecticut  BlueCare  Plus  POS  Plan  and  the  Blue  Cross & Blue  Shield  of
Connecticut  Dental Plan, Option B applicable to bargaining unit employees,  all
at no cost to the Company.

(b) For retirees who at the time of retirement are at least age 55 with at least
ten years of service,  but who do not qualify for a subsidized  medical  benefit
per item 2 below, the Company will make available  commencing at age 65 coverage
under  a  Medicare  supplemental  plan  that  will  provide  with  Medicare,  if
available, benefits equivalent to the Blue Cross 65 High Option Health Insurance
Plan and Blue Shield 65-Plan 83 Health Insurance Plan at no cost to the Company.

2.  Retirements After Age 55 With 30 Years of Service
    -------------------------------------------------

(a) For retirees who at the time of retirement are at least age 55 with at least
30 years of service, the Company will make available until age 65 coverage under
a plan  providing  benefits  equivalent  to the  Blue  Cross  & Blue  Shield  of
Connecticut  BlueCare  Plus POS Plan.

                                                                      5
The retiree's share of the cost of such coverage,  on a percentage basis,  shall
be based on the  retiree's  years of service at the time of  retirement  and the
retiree's age at the time benefits  commence,  in accordance with the UI Retiree
Medical  Cost Share  Table.  The  Company  shall pay the  remaining  cost of the
premiums.

(b) For retirees who at the time of retirement are at least age 55 with at least
30 years of service,  the Company will furnish or make  available  commencing at
age 65  coverage  under a  Medicare  supplemental  plan that will  provide  with
Medicare,  if  available,  benefits  equivalent to the Blue Cross 65 High Option
Health  Insurance  Plan and Blue Shield  65-Plan 83 Health  Insurance  Plan. The
retiree's share of the cost of such coverage,  on a percentage  basis,  shall be
based on the  retiree's  years of  service  at the  time of  retirement  and the
retiree's age at the time benefits  commence,  in accordance with the UI Retiree
Medical  Cost Share  Table.  The  Company  shall pay the  remaining  cost of the
premiums.

(c) For retirees who at the time of retirement are at least age 55 with at least
30 years of service,  the Company will make available to such retirees until age
65 coverage under a plan providing benefits  equivalent to the Blue Cross & Blue
Shield of  Connecticut  Dental Plan,  Option B  applicable  to  bargaining  unit
employees, at no cost to the Company.

3.  Retirements After Age 62 With 20 Years of Service
    -------------------------------------------------

For retirees who at the time of retirement  are at least age 62 with at least 20
years of service,  the Company  will make  available  the same health and dental
insurance  benefits  described in paragraphs 2(a) through 2(c) above on the same
terms and conditions as set forth in paragraphs 2(a) through 2(c) above.

4.  Medicare Part B
    ---------------

(a) For employees  employed by the Company as of May 16, 1992,  who retire on or
after age 62 with at least 20 years of service,  or after  attaining age 55 with
30 or more years of service, the Company will provide,  commencing with the date
of enrollment and continuing for the lifetime of the retiree, reimbursement on a
monthly basis of a portion of the monthly  premium for coverage  under  Medicare
Part B for the  retiree  and any  enrolled,  eligible,  dependents  based on the
retiree's  years of service at the time of  retirement  and the retiree's age at
the time benefits commence, in accordance with the UI Retiree Medical Cost Share
Table.  The additional cost of Medicare Part B coverage,  if any, shall be borne
by the retiree and the retiree's  dependents,  if any, in accordance with the UI
Retiree Medical Cost Share Table.

(b)  Employees  hired on or after  May 16,  1992,  shall not be  entitled,  upon
retirement,  to any contribution by the Company for Medicare part B coverage for
themselves or their dependents.

         Once a cost share for a retiree is  established  on a percentage  basis
for a retiree under Sections 2 or 3 above, the cost share shall not change.


                                                                      6
<PAGE>

         The equivalent benefits described in this letter will be made available
or  furnished,  as the case may be,  without  regard to a  specific  carrier  or
provider.

         The  coverages  described  in this letter  shall be made  available  or
furnished  only to a retiree who has the  appropriate  coverage in effect at the
time of retirement  and who is eligible for such coverage under the terms of the
plans or policies.  Further,  the coverage  described above requiring payment by
the  retiree  will be made  available  only to a retiree  who  provides  for the
prepayment of the monthly  premiums by authorized  deduction  from the retiree's
pension.

                                                   Very truly yours,



                                                   /s/ Albert N. Henricksen
                                                   ------------------------
                                                   Albert N. Henricksen
                                                   Group Vice President
                                                   Support Services


                                                                      7
<PAGE>
<TABLE>
<CAPTION>


                                                           RETIREE COST SHARE PERCENTAGES

                                                                    S      E     R      V     I      C     E
<S>  <C> <C> <C> <C> <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
      15  16  17  18  19   20   21   22   23   24   25   26   27   28   29   30   31   32   33   34   35   36   37   38   39   40
     ----------------------------------------------------------------------------------------------------------------------------
  55 100 100 100 100 100  100  100  100  100  100  100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  56 100 100 100 100 100  100  100  100  100  100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  57 100 100 100 100 100  100  100  100  100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  58 100 100 100 100 100  100  100  100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  59 100 100 100 100 100  100  100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
A 60 100 100 100 100 100  100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
G 61 100 100 100 100 100  100  100  100  100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
E 62 100 100 100 100 100 50.0 47.5 45.0 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  63 100 100 100 100 100 47.5 45.0 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  64 100 100 100 100 100 45.0 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  65 100 100 100 100 100 42.5 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  66 100 100 100 100 100 40.0 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  67 100 100 100 100 100 37.5 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  68 100 100 100 100 100 35.0 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  69 100 100 100 100 100 32.5 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
  70 100 100 100 100 100 30.0 27.5 25.0 22.5 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0
     ----------------------------------------------------------------------------------------------------------------------------
</TABLE>