EXHIBIT 10.30

                              RESOLUTION ADOPTED BY
                            THE BOARD OF DIRECTORS OF
                         THE UNITED ILLUMINATING COMPANY
                                  JUNE 26, 2000



RESOLVED:  That, effective at the close of business on the Effective Date of the
Merger and the Share  Exchange  pursuant to that certain  Agreement  and Plan of
Merger and Share Exchange,  dated as of January 24, 2000, among the Company, UIL
Holdings Corporation and United Mergings,  Inc.  (hereinafter in this Resolution
and the succeeding  eleven  Resolutions  referred to as the  "Effective  Time"),
Section (7) CHANGE IN CONTROL of the  Employment  Agreement  between the Company
and Nathaniel D. Woodson,  made as of February 23, 1998, as amended to date; the
Amended  and  Restated  Employment  Agreement,  effective  as of March 1,  1997,
between the Company and Robert L.  Fiscus,  as amended to date;  the Amended and
Restated  Employment  Agreement,  effective  as of March 1,  1997,  between  the
Company and James F. Crowe, as amended to date; the Employment Agreement,  dated
as of March 1, 1997, between the Company and Albert N. Henricksen, as amended to
date; the Employment  Agreement,  dated as of March 1, 1997, between the Company
and Anthony J. Vallillo, as amended to date; the Employment Agreement,  dated as
of March 1, 1997,  between the Company and Rita L.  Bowlby,  as amended to date;
the  Employment  Agreement,  dated as of March 1, 1997,  between the Company and
Stephen F. Goldschmidt,  as amended to date; the Employment Agreement,  dated as
of March 1, 1997,  between  the Company and James L.  Benjamin;  the  Employment
Agreement,  dated as of March 1, 1997,  between the Company and Charles J. Pepe,
as amended to date; the Employment Agreement, dated as of June 12, 2000, between
the Company and Gregory E. Sages; and the Employment Agreement, dated as of June
26, 2000, between the Company and Susan E. Allen, be amended to read as follows:

         "(7)     CHANGE IN CONTROL

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

                  (a) any  merger  or  consolidation  of the  Company  with  any
corporate  shareowner  or group of  corporate  shareowners  holding  twenty-five
percent  (.25) or more of the Common  Stock of UIL  Holdings  Corporation  (or a
successor to UIL Holdings Corporation,  whether direct or indirect, by purchase,
merger,  consolidation  or  otherwise  -  a  "Successor"),  or  with  any  other
corporation  or  group  of  corporations  that  is,  or  after  such  merger  or
consolidation  would  be,  or be  affiliated  with,  a  shareowner  or  group of
shareowners owning at least twenty-five percent (.25) of the Common Stock of UIL
Holdings Corporation or a Successor, or

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

<PAGE>

Common  Stock of UIL  Holdings  Corporation  or a  Successor,  or to or with any
affiliate of any such shareowner or group of shareowners; or

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

                  (d)  the  implementation  of any  plan  or  proposal  for  the
liquidation or dissolution of the Company,  or of UIL Holdings  Corporation or a
Successor,  proposed by or on behalf of any  shareowner or group of  shareowners
owning at least  twenty-five  percent  (.25) of the Common Stock of UIL Holdings
Corporation  or a  Successor,  or by or on behalf of any  affiliate  of any such
shareowner or group of shareowners; or

                  (e) any  reclassification  of securities  (including a reverse
stock split), or  recapitalization,  of UIL Holdings Corporation or a Successor,
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 UIL
Holdings  Corporation  or a Successor,  which class of securities is directly or
indirectly  owned  by a  shareowner  or  group of  shareowners  owning  at least
twenty-five  percent (.25) of the Common Stock of UIL Holdings  Corporation or a
Successor, or by any affiliate of any such shareowner or group of shareowners.

         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)."



                                     - 2 -