EXHIBIT 10.31

                              EMPLOYMENT AGREEMENT

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

                                 WITNESSETH THAT

         WHEREAS,  the  Company  desires to  continue  to employ the  Officer as
Assistant  Treasurer  and  Assistant  Secretary of the Company,  and the Officer
desires to be employed  by the  Company as  Assistant  Treasurer  and  Assistant
Secretary.

         NOW  THEREFORE,  in  consideration  of the foregoing and the respective
covenants and agreements of the parties herein contained, and the services to be
rendered to the Company pursuant hereto, and in order to provide an incentive to
the Officer to remain in the employ of the Company hereafter and, in particular,
in the event of any  Change in  Control  (as  herein  defined)  of the  Company,
thereby establishing and preserving continuity of management, the Parties hereby
agree as follows:

         (1) EMPLOYMENT

                  The  Company  hereby  agrees to employ  the  Officer,  and the
Officer  hereby  agrees to serve the  Company,  at the  pleasure of the Board of
Directors of the Company, all upon the terms and conditions set forth herein.

         (2)      POSITION AND DUTIES

         The Officer shall be employed by the Company as Assistant Treasurer and
Assistant Secretary,  or in such other equivalent or higher officership position
as the Company's Board of Directors may determine. The Officer shall accept such
employment  and shall perform and discharge,  faithfully,  diligently and to the
best of the Officer's  abilities,  the duties and  obligations  of the Officer's
office and such other duties as may from time to time be assigned to the Officer
by, or at the  direction  of, the Board of Directors  of the Company,  and shall
devote  substantially  all of the  Officer's  working  time and  efforts  to the
business and affairs of the Company. Although a Change in Control of the Company
shall not affect the  obligations of the Company and the Officer as set forth in
the two preceding sentences,  at and after the date of any Change in Control the
Company's  employment of the Officer shall also be without  diminishment  in the
Officer's management responsibilities, duties or powers.

         (3)      PLACE OF PERFORMANCE

         In his  employment  by the Company,  the Officer  shall be based at the
executive offices of the Company situated within the Company's statutory service
area.



<PAGE>


         (4)      COMPENSATION

                  (a) Base Salary.  During the term of the Officer's  employment
hereunder,  the Officer  shall  receive a base salary (Base Salary) at an annual
rate of One Hundred Thousand Dollars ($100,000).  The Officer's Base Salary rate
shall be reviewed  by the Board of  Directors  of the Company  contemporaneously
with each review of the salary  rates of the  Company's  other  officers by said
Board of Directors,  and may be revised  upwards as a result of any such review.
The  Officer's  Base Salary may be revised  downwards by said Board of Directors
contemporaneously  with  any  general  reduction  of  the  salary  rates  of the
Company's other officers.

                  (b) Incentive  Compensation.  During the term of the Officer's
employment  hereunder,  the Officer  shall be eligible to be  designated  by the
Board  of  Directors  of  the  Company  as  a  participant   in  each  incentive
compensation program established for all officers of the Company.

                  For purposes of this Agreement,  Total Compensation is defined
as the sum of the Officer's Base Salary and any amount paid or payable  pursuant
to this Section (4)(b).

                  (c)  Business  Expenses.  During  the  term  of the  Officer's
employment   hereunder,   the  Officer  shall  be  entitled  to  receive  prompt
reimbursement for all reasonable expenses incurred by the Officer (in accordance
with the policies and  procedures  established  by the Board of Directors of the
Company  from  time to time for all of the  Company's  officers)  in  performing
services hereunder, provided that the Officer properly accounts therefor.

                  (d)  Benefit  Programs.  During  the  term  of  the  Officer's
employment  hereunder,  the  Officer  shall be entitled  to  participate  in and
receive  full  benefits  under  all of the  Company's  employee  benefit  plans,
programs and arrangements for its officers,  including,  without limitation, its
retirement and pension plan programs. Nothing paid to the Officer under any such
plan,  program  or  arrangement  presently  in effect or made  available  by the
Company  in the  future  shall be  deemed to be in lieu of  compensation  to the
Officer under any other Section of this Agreement.

                  (e) Vacations  and Holidays.  During the term of the Officer's
employment  hereunder,  the  Officer  shall be  entitled  to the  number of paid
vacation days in each calendar year  determined by the Board of Directors of the
Company from time to time for all of the Company's  officers,  and shall also be
entitled to all paid holidays afforded by the Company to its employees.

         (5) TERMINATION

                  (a) The Officer's employment hereunder shall terminate upon 
the Officer's death.



                                     - 2 -
<PAGE>

                  (b) The Board of  Directors of the Company may  terminate  the
Officer's  employment hereunder at any time, with or without Cause. Prior to the
date of a Change in  Control,  the  Company  shall be  deemed  to have  Cause to
terminate  the  Officer's  employment  hereunder  only  upon the  Officer's  (A)
continued  failure to perform and  discharge  the duties or  obligations  of the
Officer's  office,  or such other duties as may from time to time be assigned to
the  Officer by, or at the  direction  of, the Board of  Directors,  faithfully,
diligently,  to the best of the  Officer's  abilities,  and in  accordance  with
standards  accepted  in the  electric  utility  industry,  in the  opinion  of a
majority  of the  members  of the  Board of  Directors  of the  Company,  or (B)
misconduct  that is  injurious  to the Company,  or (C)  conviction  of a felony
involving  the personal  dishonesty  or moral  turpitude of the Officer,  or (D)
total and permanent physical or mental disability, or (E) absence from work on a
full-time basis, due to physical or mental illness, for an uninterrupted 365-day
period.  On and after  the date of a Change in  Control,  the  Company  shall be
deemed to have Cause to terminate the Officer's  employment  hereunder only upon
the Officer's (F)  conviction of a felony  involving the personal  dishonesty or
moral  turpitude of the Officer,  or (G) total and permanent  physical or mental
disability,  or (H) absence from work on a full-time  basis,  due to physical or
mental illness, for an uninterrupted 365-day period.

                  (c)  The  Officer  may  terminate  the  Officer's   employment
hereunder, upon at least thirty (30) days' prior Notice of Termination delivered
to the Company, for failure of the Company to observe and perform one or more of
its  obligations  under Sections (1), (2), (3) and/or (4) hereof,  which failure
the Company  fails to remedy within such notice period (a Breach by the Company)
at a time when the Officer is not in default of any of the Officer's obligations
under  Sections (1) and/or (2) hereof.  The Officer may terminate his employment
hereunder in the absence of a Breach by the Company, effective upon at least six
(6) months' prior Notice of Termination delivered to the Company.

                  (d) Notice of Termination.  Any termination of employment,  by
the Company or by the Officer,  shall be  communicated  by delivery of a written
Notice of Termination to the other party.

                  (e) Date of Termination.  For purposes of this Agreement,  the
Date of Termination is defined as: if the Officer's employment is terminated (A)
by his  death,  the date of his death,  or (B)  pursuant  to  Section  (5)(b) or
Section (5)(c) hereof, the date specified in the Notice of Termination.

         (6) CONSEQUENCES OF TERMINATION

                  (a) If the  Officer's  employment  terminates by reason of the
Officer's  death,  the Company shall pay to the personal  representative  and/or
spouse of the Officer the Officer's Total


                                     - 3 -
<PAGE>

Compensation  earned  prior  to the Date of  Termination,  any  amounts  payable
pursuant  to  Sections  (4)(c) and (4)(d)  hereof  and any  benefits  or amounts
payable  under any  deferred  compensation  plan in which the Officer had been a
participant,  and the  Company  shall  have no  further  obligation  under  this
Agreement.

                  (b)  If  the  Officer  terminates  the  Officer's   employment
hereunder  in the  absence of a Breach by the  Company and upon at least six (6)
months' prior Notice of Termination, the Company shall pay to the Officer and/or
the  Officer's  personal   representative  and/or  spouse  the  Officer's  Total
Compensation  earned  prior  to the Date of  Termination,  any  amounts  payable
pursuant  to  Sections  (4)(c) and (4)(d)  hereof  and any  benefits  or amounts
payable  under any  deferred  compensation  plan in which the Officer had been a
participant,  and the Company  shall have no further  obligation  to the Officer
and/or the Officer's personal  representative and/or spouse under this Agreement
or on  account  of,  or  arising  out  of,  the  termination  of  the  Officer's
employment.

                  (c)  If  the  Company  terminates  the  Officer's   employment
hereunder  with Cause,  or if the Officer  terminates  the Officer's  employment
hereunder  in the  absence of a Breach by the Company and upon less than six (6)
months'  prior Notice of  Termination,  the Company shall pay to the Officer the
Officer's full Base Salary earned prior to the Date of Termination,  any amounts
payable  pursuant  to  Sections  (4)(c) and (4)(d)  hereof and any  benefits  or
amounts  payable under any deferred  compensation  plan in which the Officer had
been a participant,  and,  provided that the Company is not in default of any of
its obligations  hereunder,  the Company shall have no further obligation to the
Officer  under  this  Agreement  or on  account  of,  or  arising  out  of,  the
termination of the Officer's employment.

                  (d)  If  the  Company  terminates  the  Officer's   employment
hereunder without Cause, or if the Officer  terminates the Officer's  employment
hereunder on account of a Breach by the Company:

                           (i)      The Company shall pay to the Officer the
Officer's  Total  Compensation  earned  prior  to the Date of  Termination,  any
amounts  payable  pursuant to Sections  4(c) and 4(d) hereof and any benefits or
amounts  payable under any deferred  compensation  plan in which the Officer had
been a participant.

                           (ii)     The Company shall afford the Officer the
severance benefits set forth on Schedule A attached hereto.

                           (iii) The payment to, and acceptance by, the Officer
of any sum of money or benefit  prescribed  in this Section  (6)(d) shall effect
and evidence a release by the Officer of any and all claims  against the Company
on account of, or arising out of, the termination of the Officer's employment.



                                     - 4 -
<PAGE>

         (7) CHANGE IN CONTROL

         For purposes of this Agreement, Change in Control shall mean any of the
following events:

                  (a) any  merger  or  consolidation  of the  Company  with  any
corporate  shareholder or group of corporate  shareholders  holding  twenty-five
percent  (.25) or more of the  Common  Stock of the  Company  or with any  other
corporation  or  group  of  corporations  which  is,  or after  such  merger  or
consolidation  would be, or be affiliated  with, a  shareholder  owning at least
twenty-five percent (.25) of the Common Stock of the Company; or

                  (b) any sale, lease, exchange,  mortgage,  pledge, transfer or
other  disposition to or with any shareholder or group of  shareholders  holding
twenty-five  percent  (.25) or more of the Common Stock of the  Company,  or any
affiliate of such  shareholder  or group of  shareholders,  of any assets of the
Company having an aggregate fair market value of $50 million or more; or

                  (c) the issuance or sale by the Company of any  securities  of
the Company to any  shareholder  or group of  shareholders  holding  twenty-five
percent (.25) or more of the Common Stock of the Company, or to any affiliate of
such shareholder or group of shareholders,  in exchange for cash,  securities or
other  consideration  having an  aggregate  fair market  value of $50 million or
more; or

                  (d)  the  implementation  of any  plan  or  proposal  for  the
liquidation  or  dissolution  of the  Company  proposed  by or on  behalf of any
shareholder or group of shareholders  owning at least twenty-five  percent (.25)
of the Common Stock of the Company,  or any  affiliate  of such  shareholder  or
group of shareholders; or

                  (e) any  reclassification  of securities  (including a reverse
stock split), or  recapitalization of the Company or any other transaction which
has the effect, directly or indirectly, of increasing the proportionate share of
outstanding shares of any class of equity securities,  or securities convertible
into any equity  securities,  of the  Company,  which is directly or  indirectly
owned by a  shareholder  or group of  shareholders  owning at least  twenty-five
percent  (.25) of the Common  Stock of the  Company,  or any  affiliate  of such
shareholder or group of shareholders.

         The Board of Directors of the Company  may,  from time to time,  by the
affirmative  vote of not less than a majority of the entire  membership  of said
Board of Directors,  at a meeting of said Board of Directors called and held for
the purpose, modify the phrase "twenty-five percent (.25)" in one or more of the
foregoing  Sections  (7)(a),  (7)(b),  (7)(c),  (7)(d) and/or (7)(e) to a lesser
percentage, but not less than twenty percent (.20).



                                     - 5 -
<PAGE>

         (8) ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL

                  (a) In the event that a Change in Control has been approved by
all necessary  shareholder,  creditor and regulatory actions,  the Company will,
not later  than the day prior to the date of the Change in  Control,  pay to the
Trustee of The United Illuminating Company Supplemental Retirement Benefit Trust
established  pursuant  to the  Agreement,  made as of the 1st day of June,  1995
between the Company and State Street Bank and Trust Company, as Trustee, for the
benefit of the  Officer,  cash in an amount  equal to: (A) In the event that the
Officer's employment has been terminated or will be terminated prior to the date
of the  Change  in  Control,  a sum,  calculated  by the  Company's  independent
certified  public  accountants,  reasonably  sufficient to pay and discharge the
Company's  future  obligations,  if any,  to the  Officer  and/or  his  personal
representative  and/or spouse,  under Section (6)(a),  Section (6)(b) or Section
(6)(d)  hereof;  or (B) in the event that the Officer's  employment has not been
terminated  and  will not be  terminated  prior  to the  date of the  Change  in
Control,  a  sum,  calculated  by the  Company's  independent  certified  public
accountants,   reasonably   sufficient   to  pay  and  discharge  the  Company's
obligations to the Officer under Section (6)(d) hereof assuming, for purposes of
such calculation, that the Officer's employment is terminated under said Section
(6)(d) by a Notice of Termination delivered on the date of the Change in Control
and specifying an immediate Date of Termination.

                  (b) On and  after  the  date of the  Change  in  Control,  the
Officer's  Base Salary may not be reduced by the Board of Directors to an annual
rate less than the rate  fixed by the Board of  Directors  of the  Company  as a
result of its most recent  review of salary  rates,  pursuant to Section  (4)(a)
hereof, prior to the date of the Change in Control.

         (9) TAX SAVINGS PROVISION

         If any  portion  of the  payments  which the  Officer  has the right to
receive from the Company,  or any affiliated entity,  hereunder would constitute
"excess parachute  payments" (as defined in Section 280G of the Internal Revenue
Code,  and not governed by the terms defined in this  Agreement)  subject to the
excise tax imposed by Section 4999 of the  Internal  Revenue  Code,  such excess
parachute payments shall be reduced to the largest amount that will result in no
portion  of such  excess  parachute  payments  being  subject  to the excise tax
imposed by Section 4999 of the Internal Revenue Code.

         (10) SUCCESSORS; BINDING AGREEMENT

                  (a) The Company shall pay to the Officer  and/or the Officer's
personal  representative  and/or  spouse all legal fees and  expenses  and court
costs,  if any,  incurred by the  Officer  and/or the  Officer's  representative
and/or  spouse in successful  litigation  to enforce the Officer's  rights under
this Agreement.



                                     - 6 -
<PAGE>

                  (b) The Company will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business or assets of the Company, by agreement in form
and substance  reasonably  satisfactory to the Officer,  to expressly assume and
agree to perform  this  Agreement in the same manner and to the same extent that
the  Company  would be required  to perform it if no such  succession  had taken
place.  Failure of the Company to obtain such agreement by the  effectiveness of
any such  succession  shall be a breach of this  Agreement and shall entitle the
Officer to  compensation  from the  Company in the same amount and upon the same
terms as the Officer  would be entitled to hereunder  if the Officer  terminated
the Officer's  employment upon Breach by the Company,  except that, for purposes
of implementing  the foregoing,  the date on which any such  succession  becomes
effective  shall be deemed the Date of  Termination.  As used in this Agreement,
the term "the Company" shall include The United Illuminating Company, any parent
and any  successor  to the  business  or assets of  either  as  aforesaid  which
executes and delivers the  agreement  provided for in this Section (10) or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law.

                  (c) This  Agreement  and all rights of the  Officer  hereunder
shall inure to the benefit of and be  enforceable  by the Officer's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees, devisees and legatees. If the Officer should die while any amounts
would still be payable to the Officer  hereunder if the Officer had continued to
live,  all such amounts,  unless  otherwise  provided  herein,  shall be paid in
accordance with the terms of this Agreement to the Officer's devisee, legatee or
other designee or, if there be no such designee, to the Officer's estate.

         (11) NOTICE

         For the purpose of this Agreement, notices and all other communications
to either party hereunder  provided for in the Agreement shall be in writing and
shall be  deemed  to have been duly  given  when  delivered  or mailed by United
States certified or registered mail, return receipt requested,  postage prepaid,
addressed,  in the case of the Company, to The United Illuminating  Company, 157
Church Street, New Haven, Connecticut,  Attention: Secretary, or, in the case of
the Officer,  to the Officer at 157 Church Street, New Haven Connecticut,  or to
such other address as either party shall  designate by giving  written notice of
such change to the other party.

         (12) MISCELLANEOUS

                   No provision  of this  Agreement  may be modified,  waived or
discharged  unless such  waiver,  modification  or  discharge is approved by the
Board of  Directors  of the  Company  and  agreed to in a writing  signed by the
Officer and such officer of the Company as may be specifically authorized by the
Board of


                                     - 7 -
<PAGE>

Directors  of the  Company.  No waiver by either party hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of any similar or dissimilar provisions or conditions at the same or at
any  prior  or  subsequent  time.  No  agreements  or  representations,  oral or
otherwise,  express or implied,  with respect to the subject  matter hereof have
been made by either party that are not set forth  expressly  in this  Agreement.
The validity,  interpretation,  construction  and  performance of this Agreement
shall be governed by the laws of the State of Connecticut.

         (13) VALIDITY

         The validity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

         (14) SURVIVAL

         The provisions of this Agreement  shall not survive the  termination of
this  Agreement  or of the  Officer's  employment  hereunder,  except  that  the
provisions of Sections (4), (6), (8), (9),  (10),  and (11) hereof shall survive
such termination and shall be binding upon the Company's successors and assigns.

         (15) COUNTERPARTS

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

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

Attest:                    THE UNITED ILLUMINATING COMPANY



 /s/ Kurt Mohlman          By:       /s/ Richard J. Grossi
------------------------      --------------------------------------
Secretary                      Chairman of the Board of Directors 
                               and Chief Executive Officer



                                    /s/ Charles J. Pepe
                              --------------------------------------
                               Charles J. Pepe

                                        - 8 -

<PAGE>





                                   SCHEDULE A



                               Severance Benefits
                               ------------------

At the option of the Officer,  exercised by written  notice to the Company,  the
benefits of either (A) or (B) below will be afforded the Officer:

(A)      a lump sum payment in an amount equal to the product of (X)  multiplied
         by (Y), where:
          (X)  is the sum of  one-twelfth  of the  Officer's  annual salary rate
               approved by the Board of  Directors of the Company at the time of
               its  most  recent  review  of  the  salary  rates  of  all of the
               Company's  officers,  plus  one-twelfth of the cash award(s) that
               the   Officer   would   earn  under  the   short-term   incentive
               compensation  program(s) in which the Officer is a participant on
               the date of the termination of the Officer's employment, assuming
               that  all of the  Officer's  program  goals  for the  performance
               period are achieved at the target level; and

          (Y)  is the number of whole and partial  years (not to be less than 12
               nor more than 24) of the Officer's  service deemed as an employee
               of the  Company  on the  date  of  termination  of the  Officer's
               employment.

(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 and partial years of
     service 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 a supplemental  retirement benefit payable by the
     Company to the  Officer  in an amount  equal to the excess of (A) over (B),
     where  (A) is a  retirement  benefit  calculated  in  accordance  with  the
     Company's  Pension  Plan,  but with the  aforesaid  addition  of whole  and
     partial years of age and/or service,  and (B) is the benefit payable to the
     Officer under the Company's Pension Plan. The Officer may elect to commence
     his/her receipt of payments under this option at the termination of his/her
     employment or at any time thereafter, but not prior to age 55 or later than
     age 65.

Exhibits A-1 and A-2  attached  hereto,  showing  calculations  of  supplemental
retirement  benefits  under  option (B),  set forth,  by example,  the  parties'
intended interpretation and application of said option (B).


<PAGE>



                                       EXHIBIT A-1
                                           TO
                                  EMPLOYMENT AGREEMENT
                                       BETWEEN
                             THE UNITED ILLUMINATING COMPANY
                                           AND
                                     CHARLES J. PEPE
                                     ---------------

Sample  calculation  of  supplemental   retirement  benefits  under  Schedule  A
paragraph (B).

Assume the Officer retires on the date of termination of employment based on the
following facts:

Actual Date of Termination                              4/1/97
Actual Age of Officer at Termination                    56
Actual Years of Service at Termination                  30

Enhanced Age of Officer at Termination                  62 (+6 years)
Enhanced Years of Service at Termination                30 (+0 years)

Three Year Average Total Compensation                   $140,000

(A)  The retirement  benefit  calculated in accordance  with  Company's  Pension
     Plan, but with the addition of six years of age.

Gross Pension (Attachment A-1-1)                        $67,605.84
Reduction for Early Retirement Age: 62 years (.0000)          0.00
                                                         ---------
Net Annual Pension                                      $67,605.84

(B)  The benefit payable to the Officer under the Company's  Pension Plan at the
     age of 56.

Gross Pension (Attachment A-1-2)                        $67,611.44
Reduction for Early Retirement Age 56 (.3950)            26,706.52
                                                         ---------
Net Annual Pension                                      $40,904.92

Supplemental Retirement Benefit
(A) - (B) = ($67,605.84) - ($40,904.92) = $26,700.92


<PAGE>


                                                             Attachment A-1-1



                        THE UNITED ILLUMINATING COMPANY
                        -------------------------------


NAME:    ENHANCED AGE 62

S.S. NUMBER:         -  -


AGE AT RETIREMENT:         62 YRS. AND 0 MOS.
YEARS OF SERVICE:          30 YRS. AND 0 MOS.
VESTED PERCENTAGE:         100%

PREPARER'S NAME:
DATE PREPARED:    4/03/97

                           BENEFIT CALCULATION
                  -------------------------------------                  ANNUAL
                                                                         AMOUNT
                                                                         ------
A1 =   1024.00    FIRST 25 YEARS OF PARTICIPATION:
                   1.0%  X  25.0000      X   12076.66 =               $ 3019.17
A2 =    407.00            (NO. OF YRS.)    (QUANTITY A)

A  = 4800XA1/A2    2.0%  X  25.0000      X  127923.34 =                63961.67
   =  12076.66            (NO. OF YRS.)    (QUANTITY B)

B  = 127923.34    YEARS OF PARTICIPATION IN EXCESS OF 25:
                   .5%  X   5.0000      X   25000.00 =                   625.00
C  = 140000.00            (NO. OF YRS.)    (QUANTITY C - MAXIMUM
                                            OF 25000.00)               --------

                                          GROSS PENSION =             $67605.84
                                                                       ========

<PAGE>


                                                            Attachment A-1-2



                      THE UNITED ILLUMINATING COMPANY
                      -------------------------------


NAME:    ENHANCED AGE 56

S.S. NUMBER:         -  -


AGE AT RETIREMENT:         56 YRS. AND 0 MOS.
YEARS OF SERVICE:          30 YRS. AND 0 MOS.
VESTED PERCENTAGE:         100%

PREPARER'S NAME:
DATE PREPARED:    4/03/97

                           BENEFIT CALCULATION
                  ------------------------------------                  ANNUAL
                                                                        AMOUNT
                                                                        ------
A1 =   1223.00    FIRST 25 YEARS OF PARTICIPATION:
                   1.0%   X   25.0000      X   12054.21 =             $ 3013.55
A2 =    487.00              (NO. OF YRS.)    (QUANTITY A)

A  = 4800XA1/A2    2.0%   X   25.0000      X  127945.79 =              63972.89
   =  12054.21              (NO. OF YRS.)    (QUANTITY B)

B  = 127945.79    YEARS OF PARTICIPATION IN EXCESS OF 25:
                    .5%   X    5.0000      X   25000.00 =                625.00
C  = 140000.00              (NO. OF YRS.)    (QUANTITY C - MAXIMUM
                                              OF 25000.00)             --------

                                      GROSS PENSION =                 $67611.44
                                                                       ========

<PAGE>


                                        EXHIBIT A-2
                                             TO
                                    EMPLOYMENT AGREEMENT
                                         BETWEEN
                              THE UNITED ILLUMINATING COMPANY
                                            AND
                                     CHARLES J. PEPE
                                     ---------------

Sample  calculation  of  supplemental   retirement  benefits  under  Schedule  A
paragraph (B).

Assume the Officer  terminates  on the date of  termination  of  employment  and
elects to begin receiving  his/her vested pension benefit at age 55 based on the
following facts:

Actual Date of Termination                             4/1/97
Actual Age of Executive at Termination                 50
Actual Years of Service at Termination                 24

Enhanced Age of Executive at Termination               50 (+0 years)
Enhanced Years of Service at Termination               30 (+6 years)

Three Year Average Total Compensation                  $140,000

(A)  The retirement (vested pension) benefit,  payable to the Officer at age 55,
     calculated in accordance with Company's Pension Plan, but with the addition
     of six years of service.

Gross Vested Pension (Attachment A-2-1)                $67,526.96
Reduction for Early Retirement Age: 55 years (.4390)    29,644.34
                                                        ---------
Net Annual Pension                                     $37,882.62

(B)  The vested  pension  benefit  payable to the  Officer  under the  Company's
     Pension Plan at the age of 55.

Gross Vested Pension (Attachment A-2-2)                $63,876.25
Reduction for Early Retirement Age: 55 years (.5730)    36,601.09
                                                        ---------
Net Annual Pension                                     $27,275.16

Supplemental Retirement Benefit
(A) - (B) = ($37,882.62) - ($27,275.16) = $10,607.46


<PAGE>


                                                             Attachment A-2-1



                        THE UNITED ILLUMINATING COMPANY
                        -------------------------------


NAME:    ACTUAL AGE 50

S.S. NUMBER:         -  -


AGE AT TERMINATION:        50 YRS. AND 0 MOS.
YEARS OF SERVICE:          30 YRS. AND 0 MOS.
VESTED PERCENTAGE:         100%

PREPARER'S NAME:
DATE PREPARED:    4/03/97

                           BENEFIT CALCULATION
                  ------------------------------------                  ANNUAL
                                                                        AMOUNT
                                                                        ------
A1 =   1185.00    FIRST 25 YEARS OF PARTICIPATION:
                   1.0%   X   25.0000      X  12392.16 =              $ 3098.04
A2 =    459.00              (NO. OF YRS.)    (QUANTITY A)

A  = 4800XA1/A2    2.0%   X   25.0000      X 127607.84 =               63803.92
   =  12392.16              (NO. OF YRS.)    (QUANTITY B)

B  = 127607.84    YEARS OF PARTICIPATION IN EXCESS OF 25:
                    .5%   X    5.0000      X  25000.00 =                 625.00
C  = 140000.00              (NO. OF YRS.)    (QUANTITY C - MAXIMUM
                                              OF 25000.00)             --------

                                            GROSS PENSION =           $67526.96
                                                                       ========

<PAGE>


                                                             Attachment A-2-2



                            THE UNITED ILLUMINATING COMPANY
                            -------------------------------


NAME:    AGE 50

S.S. NUMBER:         -  -


AGE AT TERMINATION:        50 YRS. AND 0 MOS.
YEARS OF SERVICE:          24 YRS. AND 0 MOS.
VESTED PERCENTAGE:         100%

PREPARER'S NAME:
DATE PREPARED:    4/04/97

                           BENEFIT CALCULATION
                  ------------------------------------                  ANNUAL
                                                                        AMOUNT
                                                                        ------
A1 =   1131.00    FIRST 25 YEARS OF PARTICIPATION:
                   1.0%   X  24.0000       X   13848.98 =             $ 3323.76
A2 =    392.00              (NO. OF YRS.)     (QUANTITY A)

A  = 4800XA1/A2    2.0%   X  24.0000       X   126151.02 =             60552.49
   =  13848.98              (NO. OF YRS.)     (QUANTITY B)

B  = 126151.02    YEARS OF PARTICIPATION IN EXCESS OF 25:
                    .5%   X    .0000       X    25000.00 =                  .00
C  = 140000.00              (NO. OF YRS.)      (QUANTITY C - MAXIMUM
                                                OF 25000.00)           --------

                                    GROSS PENSION =                   $63876.25
                                                                       ========