EXHIBIT 10.19B


                               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 1st day of March, 1997, (the "Agreement")
between  THE  UNITED  ILLUMINATING  COMPANY,  a  Connecticut   corporation  (the
"Company") and CHARLES J. PEPE, an individual (the "Officer").



                                  WITNESSETH THAT:



     (1)  The Company and the Officer hereby agree to amend the Agreement as set
          forth in sections (2), (3) and (4) below:

     (2)  By adding, after Section (4)(e), the following Section (4)(f):

               (4)(f) Supplemental Retirement. Upon termination of the Officer's
               employment, a supplemental retirement benefit shall be payable to
               him or his  beneficiary in accordance with the provisions of this
               Section  (4)(f).  The  annual  supplemental  retirement  benefit,
               expressed in the form of a single life  annuity  beginning at the
               Officer's  Normal  Retirement  Date (as defined in the  Company's
               Pension  Plan),  shall be the  excess,  if any,  of (A) less (B),
               where (A) is 1.9%  (.019)  of the  Officer's  highest  three-year
               average  Total   Compensation   times  the  number  of  years  at
               termination (not to exceed  twenty-five) of the Officer's service
               as an employee of the Company  plus 0.1% (.001) of the  Officer's
               highest three-year average Total Compensation times the number of
               years at  termination  in  excess of  twenty-five  (not to exceed
               five) of the Officer's service as an employee of the Company, and
               (B) is the benefit  payable  under the  Company's  Pension  Plan.
               Payment of the supplemental retirement benefit shall begin at the
               same time as the  Officer's  Pension  Plan  benefit  payments and
               shall be subject to the same  reductions for early  commencement.
               The  supplemental  retirement  benefit  may be paid  in any  form
               available under the Pension Plan, as elected by the Officer prior
               to benefit payment  commencement.  The conversion factors between
               forms of benefits  used for purposes of the Pension Plan shall be
               used for purposes of the  supplemental  retirement  benefit.  The
               form of payment of the supplemental retirement benefit may be the
               same or  different  from the  form of  payment  of the  Officer's
               benefits under the Pension Plan. If the form of payment  provides
               for a  death  benefit,  such  benefit  shall  be  payable  to the
               Officer's estate,  unless another beneficiary has been designated
               by the Officer.  If the Officer dies prior to the commencement of
               benefit  payments,  the death  benefit  provisions of the Pension
               Plan  shall  apply,   mutatis   mutandis,   to  the  supplemental
               retirement  benefit payable pursuant to this Section (4)(f).  The
               supplemental retirement benefit shall be paid from the The United
               Illuminating  Company  Supplemental  Retirement Trust established
               pursuant to the Agreement,  made as of the 1st day of June,  1995
               and as amended effective  December  31,1995,  between the Company
               and State Street Bank and Trust Company, as Trustee.

     (3)  By substituting, in each of Sections (6)(a), (6)(b) and (6)(d)(i), for
          the phrase "Sections  (4)(c) and (4)(d) hereof",  the phrase "Sections
          (4)(c), (4)(d) and (4)(f) hereof".


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     (4)  By substituting, for Section (B) of Schedule (A), the following:

               (B) The Officer's  choice of the addition of six years of age, or
               six years of service deemed as an employee of the Company, or any
               combination  (not to exceed 6) of whole and partial  years of age
               and whole or partial  years of service  deemed as an  employee of
               the Company,  in the  calculation of the benefits  payable to the
               Officer under the Company's  retiree  medical benefit plan(s) and
               in the  calculation  of the benefits  payable to the Officer as a
               supplemental  retirement  benefit under the Officer's  Employment
               Agreement.  The Officer may elect to commence receipt of payments
               under this option at the termination of the Officer's  employment
               or at any time thereafter,  but not prior to age 55 or later than
               age 65.

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

     (6)  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/ Nathaniel D. Woodson
  ---------------------------------------
  Its Chairman of the Board of Directors,
  President and Chief Executive Officer


                                                 /s/ Kurt Mohlman
                                            -----------------------------------
                                               Treasurer and Secretary
    /s/ Charles J. Pepe
  ---------------------------------------
        Charles J. Pepe