EXHIBIT 10.2f





                               2000 AMENDATORY AGREEMENT


     This  Agreement, dated as of the 28th day of July, 2000, is entered into by

and between Connecticut Yankee Atomic Power Company  ("Connecticut  Yankee") and

The United Illuminating Company ("Purchaser").

     For  good and  valuable  consideration,  the  receipt  of  which is  hereby

acknowledged, it is agreed as follows:

1.       BASIC UNDERSTANDINGS
         --------------------

     On April 7, 2000,  upon direction from its Board of Directors,  Connecticut

Yankee filed an Offer of  Settlement in a proceeding  before the Federal  Energy

Regulatory  Commission ("FERC"),  Docket No. ER97-913-000,  to settle the claims

related to the  collections to be made by Connecticut  Yankee over the remaining

terms of the  Additional  Power  Contract,  between  Connecticut  Yankee and the

Purchaser,  dated as of April 30, 1984 ("Additional  Power Contract"),  the 1987

Supplementary Power Contract between Connecticut Yankee and the Purchaser, dated

as of April 1, 1987 ("1987  Supplementary Power Contract"),  and the December 4,

1996  Amendatory  Agreement  between  Connecticut  Yankee and  Purchaser,  which

amended the 1987 Supplementary  Power Contract and the Additional Power Contract

in various respects (the "1996 Amendatory  Agreement").  The Offer of Settlement

specifies  that, if it is approved by FERC,  Connecticut  Yankee will  implement

necessary  amendments to contracts between  Connecticut Yankee and the Purchaser

to effectuate the provisions of the Offer of



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Settlement.  Among the  provisions  of the Offer of  Settlement is a requirement

that Connecticut  Yankee abandon the use of the net unit investment  methodology

for calculating  collections from its Purchasers for return on remaining equity.

The new methodology to be used for each monthly bill to a Purchaser is simply to

multiply the remaining  equity  balance times the monthly  equivalent  return on

equity  allowed  by FERC.  The Offer of  Settlement  also  provides  that  funds

previously  collected by Connecticut  Yankee for its pre-1983 spent nuclear fuel

disposal  liability  to the U.S.  Department  of  Energy  ("DOE")  and held in a

segregated fund established  pursuant to the 1987 Supplementary  Power Contract,

may be used to pay the costs of storing spent nuclear fuel on-site until the DOE

removes it. Finally,  the Offer of Settlement  provides that Connecticut  Yankee

must make an  informational  filing with FERC in advance of any  acceleration of

recovery  of  unamortized   investment  as  contemplated  under  the  terms  and

conditions of Section 3, Part D(iii) of the 1996 Amendatory Agreement.

     In  order  to  carry  out  the  obligations  undertaken  in  the  Offer  of

Settlement,  Connecticut  Yankee and the Purchaser  have agreed (a) to authorize

the  application of monies held in the segregated  fund to meet costs of storing

spent  nuclear fuel and  associated  high level  radioactive  materials;  (b) to

change  the  methodology  employed  for  calculating  collections  for return on

equity;  and (c) to require an  advance  informational  filing be made with FERC

prior to acceleration of amortization.


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2.       PRIOR CONTRACTS PRESERVED
         -------------------------

     Except as  expressly  modified by this  Agreement,  the  provisions  of the

Additional Power Contract,  the 1987 Supplementary Power Contract, as amended by

the 1996 Amendatory Agreement, as well as the 1996 Amendatory Agreement,  remain

in full force and effect,  recognizing  that the mutually  accepted  decision to

shut down the Unit  renders  moot those  provisions  which by their terms relate

solely to continuing operation of the Unit.

3.       AMENDMENT OF ADDITIONAL POWER CONTRACT
         --------------------------------------

     A. The first  paragraph of Section 7 of the  Additional  Power  Contract is

hereby amended to read as follows:

                  With  respect  to  each  month  commencing  on  or  after  the
                  commencement  of the operative term of this contract,  whether
                  or not this contract  continues  fully or partially in effect,
                  the Purchaser will pay Connecticut  Yankee as deferred payment
                  for the  capacity  and  output  of the  Unit  provided  to the
                  Purchaser  by  Connecticut   Yankee  prior  to  the  permanent
                  shutdown of the Unit on  December  4, 1996,  to the extent not
                  otherwise  paid in  accordance  with the Power  Contract,  but
                  without  duplication:  an  amount  equal  to  the  Purchaser's
                  entitlement   percentage   of  the  sum  of  (a)   the   Total
                  Decommissioning  Costs for the month with respect to the Unit,
                  plus (b) Connecticut Yankee's total operating expenses for the
                  month  with  respect  to the  Unit,  plus  (c) an  amount  for
                  operating income as determined in accordance with this Section
                  7.


     B. The second  paragraph of Section 7 of the  Additional  Power Contract is

hereby deleted.

     C. The third  paragraph of Section 7 of the  Additional  Power  Contract is

hereby deleted.



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     D. The fourth  paragraph of Section 7 of the  Additional  Power Contract is

hereby deleted.

     E. The sixth  paragraph of Section 7 of the  Additional  Power  Contract is

hereby deleted.

     F. Subsection  (iii) of the eighth paragraph of Section 7 of the Additional

Power  Contract  is amended by  substituting  the words  "remaining  unamortized

investment" for the words "net Unit investment".

     G. Subsection  (iii) of the eighth paragraph of Section 7 of the Additional

Power  Contract is further  amended by adding the following  sentence to the end

thereof:

               Notwithstanding  anything  herein  to the  contrary,  Connecticut
          Yankee  shall make an  informational  filing with the  Federal  Energy
          Regulatory  Commission  prior to accelerating  collections  under this
          Paragraph.

     H. The ninth  paragraph of Section 7 of the  Additional  Power  Contract is

hereby deleted.

     I. Section 7 of the  Additional  Power Contract is amended by adding to the

end thereof the following paragraph:

                  As used in this  Section 7,  "operating  income" for any month
                  shall mean the product of the equity investment, calculated as
                  of the last day of the preceding month, and one-twelfth of the
                  latest  annual  return on equity  authorized  for  Connecticut
                  Yankee by the  Federal  Energy  Regulatory  Commission  or any
                  successor regulatory agency.

4.       AMENDMENT OF THE 1987 SUPPLEMENTARY POWER CONTRACT
         --------------------------------------------------
     A. Section 2 of the 1987 Supplementary Power Contract is hereby deleted.


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     B.  Section  8 of the 1987  Supplementary  Power  Contract  is  amended  by

revising the last two sentences thereof to read as follows:

                  Funds  previously  collected  by  Connecticut  Yankee from the
                  Purchaser  for the purpose of disposing of prior spent nuclear
                  fuel and associated high level radioactive material shall also
                  be paid into any such  segregated  fund,  which may,  with the
                  approval of the board of directors of Connecticut  Yankee,  be
                  combined  with any trust  established  under Section 5 of this
                  agreement.  Connecticut  Yankee  further agrees that any funds
                  collected from the Purchaser to meet such disposal costs which
                  are not used for that purpose,  either through  payment of any
                  amount due to a federal  agency or other entity that  disposes
                  of  the  spent   nuclear  fuel  and   associated   high  level
                  radioactive material or though payment of any costs associated
                  with storage of said fuel and material  pending its  disposal,
                  will be refunded to the Purchaser at the time final payment of
                  such disposal costs is made to the U.S. Department of Energy.

     C. Section 9 of the 1987 Supplementary Power Contract is hereby deleted.

5.       EFFECTIVE DATE
         --------------

     This  Agreement  shall become  effective  upon receipt by the  Purchaser of

notice that Connecticut Yankee has entered into 2000 Amendatory  Agreements,  as

contemplated by Section 1 herein, with each of the other Purchasers.

6.       INTERPRETATION
         --------------

         The  interpretation  and  performance  of this  Agreement  shall  be in

accordance with and controlled by the laws of the State of Connecticut.


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7.       ADDRESSES
         ---------

         Except as the parties may otherwise agree, any notice, request, bill or

other  communication from one party to the other relating to this Agreement,  or

the rights,  obligations or performance  of the parties  hereunder,  shall be in

writing  and shall be  effective  upon  delivery  to the other  party.  Any such

communication  shall  be  considered  as  duly  delivered  when  mailed  to  the

respective post office address of the other party shown following the signatures

of such  other  party  hereto,  or such  other  post  office  address  as may be

designated by written notice given in the manner as provided in this Section.

8.       CORPORATE OBLIGATIONS
         ---------------------

         This  Agreement  is the  corporate  act and  obligation  of the parties

hereto.

9.       COUNTERPARTS
         ------------

         This Agreement may be executed in any number of  counterparts  and each

executed  counterpart  shall  have the same  force  and  effect  as an  original

instrument and as if all the parties to all of the  counterparts  had signed the

same  instrument.  Any signature page of this Agreement may be detached from any

counterpart  without impairing the legal effect of any signatures  thereon,  and

may be attached  to another  counterpart  of this  Agreement  identical  in form

hereto but having attached to it one or more signature pages.



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         IN WITNESS WHEREOF, the parties have executed this Amendatory Agreement

by their respective duly authorized  officers as of the day and year first named

above.

                                 CONNECTICUT YANKEE ATOMIC POWER
                                 COMPANY


                                 BY:   /s/ Thomas W. Bennet, Jr.
                                    ----------------------------------------
                                           THOMAS W. BENNET, JR.,
                                           ITS VICE PRESIDENT AND TREASURER

                                 ADDRESS:  362 INJUN HOLLOW ROAD,
                                           EAST HAMPTON, CONNECTICUT

                                 THE UNITED ILLUMINATING COMPANY


                                 BY:   /s/ James F. Crowe
                                    ----------------------------------------
                                           JAMES F. CROWE,
                                           ITS GROUP VICE PRESIDENT
                                           POWER SUPPLY SERVICES

                                 ADDRESS:  157 CHURCH STREET
                                           NEW HAVEN, CONNECTICUT