EXHIBIT 10.24

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT, made as of the 1st day of January, 1988, and amended as
of  July  23,  1990,  June 1,  1995  and  March  1,  1997,  between  THE  UNITED
ILLUMINATING COMPANY, a Connecticut corporation (the Company) and JAMES F.
CROWE, an individual (the Executive),

                                 WITNESSETH THAT

         WHEREAS, the Executive has been in the employ of the Company for a
substantial period of time; and

         WHEREAS,  the Company  desires to continue to employ the Executive as a
Group Vice  President,  and the Executive  desires to continue to be employed by
the Company as a Group Vice President; and

         WHEREAS,  the Company and the Executive  desire to enter into a written
agreement  confirming certain of the rights and benefits which the Executive has
heretofore enjoyed and certain of the duties and obligations which the Executive
has heretofore  assumed,  and conferring  upon the Executive  certain rights and
benefits  which he has not  heretofore  enjoyed and imposing  upon the Executive
certain duties and obligations to which he has not heretofore been subject,

         NOW  THEREFORE,  in  consideration  of the foregoing and the respective
covenants  and  agreements  of the parties  herein  contained,  and the services
heretofore  rendered by the  Executive  to the Company and to be rendered to the
Company pursuant hereto  hereafter,  and in order to provide an incentive to the
Executive 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

                  (a) The Company hereby agrees to employ the Executive, and the
Executive  hereby agrees to serve the Company all upon the terms and  conditions
set forth herein.

                  (b) Unless and until  terminated  pursuant to Section  (5)(a),
Section (5)(b)(i) or Section  (5)(c)(i) hereof,  the employment of the Executive
by the Company shall be for a term expiring on the date specified in a Notice of
Termination pursuant to Section (5)(d) hereof.

         (2)      POSITION AND DUTIES

         The  Executive  shall  be  employed  by the  Company  as a  Group  Vice
President,  or in such other equivalent or higher senior



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executive  position as the Company's  Board of Directors may determine,  without
diminishment in his officership status,  privileges or working  conditions.  The
Executive  shall  accept  such  employment  and  shall  perform  and  discharge,
faithfully,  diligently  and to  the  best  of his  abilities,  the  duties  and
obligations  of his  office  and such  other  duties as may from time to time be
assigned to him by the Chief Executive Officer, or by the Board of Directors, of
the Company,  and shall devote substantially all his working time and efforts to
the business and affairs of the Company;  provided,  however, that, to an extent
consistent  with the needs of the Company,  the  Executive  shall be entitled to
expend a reasonable amount of time on civic and philanthropic activities and the
management  of his own and his family's  business  investments  and  activities.
Although a Change in Control of the Company shall not affect the  obligations of
the Company and the  Executive as set forth in the two preceding  sentences,  at
and after the date of any  Change in Control  the  Company's  employment  of the
Executive shall also be without diminishment in his management responsibilities,
duties or powers.

         (3)      PLACE OF PERFORMANCE

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

         (4)      COMPENSATION

                  (a) Base Salary.  During the term of his employment hereunder,
the Executive shall receive a base salary (Base Salary) at an annual rate of One
Hundred  Seventy-Six  Thousand Six Hundred Dollars  ($176,600).  The Executive'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 Executive'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 his employment
hereunder,  the Executive  shall be entitled to  participate  in each  incentive
compensation program established for officers of the Company.

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

                  (c)  Business  Expenses.  During  the  term of his  employment
hereunder,  the Executive shall be entitled to receive prompt  reimbursement for
all reasonable  expenses  incurred by him (in  accordance  with the policies and
procedures  established  by 


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the Board of Directors of the Company from time to time for the Company's senior
executive  officers)  in  performing  services  hereunder,   provided  that  the
Executive properly accounts therefor.

                  (d)  Fringe  Benefits.  During  the  term  of  his  employment
hereunder,  the Executive  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 Pension Plan.
Nothing  paid to the  Executive  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 Executive under any other Section of
this Agreement.

                  (e) Vacations.  During the term of his  employment  hereunder,
the  Executive  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 the Company's senior executive officers,  and shall also be entitled to
all paid holidays given by the Company to its employees.

                  (f)   Supplemental   Retirement.   Upon   termination  of  the
Executive'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 Executive'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  2.2%  (.022)  of  the  Executive's  highest  three-year  average  Total
Compensation  times the number of years at termination (not to exceed thirty) of
the  Executive's  service  deemed 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 Executive's  Pension Plan
benefit  payments  and  shall  be  subject  to the  same  reductions  for  early
commencement,  except  that the  reductions  shall  be based on the  Executive's
service  deemed as an  employee  of the  Company.  The  supplemental  retirement
benefit may be paid in any form available  under the Pension Plan, as elected by
the Executive  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  Executive's  benefits  under the  Pension  Plan.  If the form of
payment  provides  for a death  benefit,  such  benefit  shall be payable to the
Executive's  estate,  unless  another  beneficiary  has been  designated  by the
Executive.  If the Executive 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).



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         (5) TERMINATION

                  (a) The Executive's employment hereunder shall terminate upon
his death.

                  (b) Termination by the Company.

                           (i) The Company may terminate the Executive's 
employment  hereunder for Cause.  Prior to the date of a Change in Control,  the
Company  shall be deemed to have Cause to terminate the  Executive's  employment
hereunder  only upon the  Executive's  (A)  continued  failure  to  perform  and
discharge the duties or obligations  of his office,  or such other duties as may
from time to time be  assigned to him by the Chief  Executive  Officer or by the
Board of Directors, faithfully, diligently, to the best of his abilities, and in
accordance  with  standards  accepted in the electric  utility  industry,  after
written  notice by the Board of Directors of the Company  specifying the alleged
failure in reasonably detailed terms and including in said notice the opinion of
a majority of the entire  membership  of said Board of Directors  that there has
been such failure, or (B) willful misconduct that is materially and demonstrably
injurious to the Company,  or (C) conviction of a felony  involving the personal
dishonesty  or moral  turpitude  of the  Executive  (unless such  conviction  is
reversed in any final appeal therefrom),  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  Executive's  employment  hereunder only upon the  Executive's (F)
conviction of a felony  involving the personal  dishonesty or moral turpitude of
the  Executive   (unless  such  conviction  is  reversed  in  any  final  appeal
therefrom),  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.  Notwithstanding the foregoing,  the Executive
shall not be deemed to have been  terminated  for Cause  unless and until  there
shall have been  delivered to the  Executive  (I) a copy of a  resolution,  duly
adopted  by the  affirmative  vote of not less  than a  majority  of the  entire
membership of the Board of Directors of the Company,  at a meeting of said Board
of Directors  called and held for the purpose  (after  reasonable  notice to the
Executive and an  opportunity  for him,  together with his counsel,  to be heard
before said Board of Directors), finding that, in the good faith opinion of such
majority  of said  Board of  Directors,  the  Executive  was  guilty of  conduct
described in an applicable clause of this Section (5)(b)(i),  and specifying the
particulars  thereof,  or that the events  described in an applicable  clause of
this Section (5)(b)(i) have occurred,  and (II) an affidavit of the Secretary or
an Assistant  Secretary of the Company  stating that such resolution was in fact
adopted  by the  affirmative  vote of not less  than a  majority  of the  entire
membership  of the Board of  Directors  of the  Company;  and (III)  delivery of
a Notice of


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Termination pursuant to Section (5)(d) hereof.

                          (ii) Without Cause.  The Company may terminate the
Executive's  employment without Cause,  effective upon at least three (3) years'
prior  Notice of  Termination  delivered  to the  Executive  pursuant to Section
(5)(d) hereof.
                  (c) Termination by the Executive.

                           (i) Upon Breach by the Company.  The Executive may
terminate  his  employment  hereunder,  upon thirty  (30) days' prior  Notice of
Termination  delivered to the Company  pursuant to Section  (5)(d)  hereof,  for
failure of the Company to observe  and  perform  one or more of its  obligations
under  Sections  (1),  (2), (3) and/or (4) hereof (a Breach by the Company) at a
time  when the  Executive  is not in  default  of any of his  obligations  under
Sections (1) and/or (2) hereof.

                           (ii) Absent Breach by the Company.  The Executive 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 pursuant to Section (5)(d) hereof.

                  (d) Notice of Termination.  Any termination of employment,  by
the Company or by the Executive,  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 the  earlier  of  (i) if the  Executive's
employment  is  terminated  pursuant  to  Section  (5)(b)(ii)  hereof,  the date
specified in the Notice of Termination, or (ii) if the Executive's employment is
terminated  (A) by his death,  the date of his death,  (B)  pursuant  to Section
(5)(b)(i)  or  Section  (5)(c)  hereof,  the date  specified  in the  Notice  of
Termination,  or  (C) in any  other  event,  the  date  on  which  a  Notice  of
Termination is delivered.

         (6) CONSEQUENCES OF TERMINATION

                  (a) If  the  Executive's  employment  terminates  pursuant  to
Section  (5)(a)  hereof,  the Company  shall pay to the personal  representative
and/or spouse of the Executive his Total  Compensation  earned prior to the Date
of Termination,  any amounts payable pursuant to Sections (4)(c), (4)(d), (4)(e)
and  (4)(f)  hereof  and any  benefits  or amounts  payable  under any  deferred
compensation plan in which the Executive had been a participant, and the Company
shall have no further obligation under this Agreement.

                  (b) If  the  Executive's  employment  terminates  pursuant  to
Section  (5)(b)(ii) or Section  (5)(c)(ii)  hereof, the Company shall pay to th
Executive and/or his personal  representative 


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and/or spouse his Total  Compensation  earned prior to the Date of  Termination,
any  amounts  payable  pursuant to Sections  (4)(c),  (4)(d),  (4)(e) and (4)(f)
hereof and any benefits or amounts payable under any deferred  compensation plan
in which the  Executive  had been a  participant,  and the Company shall have no
further  obligation to the Executive and/or his personal  representative  and/or
spouse under this Agreement or on account of, or arising out of, the termination
of the Executive's employment. The Executive may petition the Board of Directors
of the Company for an immediate lump sum payment, in lieu of any amounts payable
pursuant to Section (4)(f) hereof on account of the  Executive's  termination of
employment  pursuant to Section  (5)(b)(ii) or Section  (5)(c)(ii) hereof, in an
amount  equal  to the  actuarial  present  value  of a  supplemental  retirement
benefit, expressed in the form of a single life annuity beginning at Executive's
termination  of employment  equal to the excess if any of (A) less (B) where (A)
is 2.2% (.022) of the Executive's  highest three-year average Total Compensation
times  the  number  of  years  at  termination  (not to  exceed  thirty)  of the
Executive's service deemed as an employee of the Company, and (B) is the benefit
payable  under the  Company's  Pension Plan at the  Executive's  termination  of
employment.  The actuarial present value of such supplemental retirement benefit
shall be  calculated  on the basis of the  annual  yield on  thirty-year  United
States  Treasury  bonds on the  final  business  day of he month  preceding  the
termination of his  employment  and the 1983 Group Annuity  table.  The Board of
Directors of the Company may grant or deny any such petition by the Executive in
its sole discretion.

                  (c) If the  Executive's  employment is terminated  pursuant to
Section (5)(b)(i)  hereof, or if the Executive  terminates his employment in the
absence of a Breach by the Company and not in accordance with Section (5)(c)(ii)
hereof, the Company shall pay to the Executive his full Base Salary earned prior
to the Date of  Termination,  any amounts payable  pursuant to Sections  (4)(c),
(4)(d), and (4)(e) hereof and any benefits or amounts payable under any deferred
compensation  plan in which the Executive 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 Executive  under this Agreement
or on  account  of,  or  arising  out of,  the  termination  of the  Executive's
employment.

                  (d) If the  Executive's  employment is terminated  pursuant to
Section  (5)(c)(i)  hereof,  or  if  the  Company   terminates  the  Executive's
employment without Cause and not in accordance with Section (5)(b)(ii) hereof:

                           (i) The Company shall pay to the Executive his Total
Compensation  earned  prior  to the Date of  Termination,  any  amounts  payable
pursuant  to  Sections  (4)(c),  (4)(d) and (4)(e)  hereof and any  benefits  or
amounts payable under any deferred  compensation plan in which the Executive had
been a  participant;  and if the Notice of  Termination is delivered on or after
the

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date of, and in connection  with, a Change in Control,  the Company shall afford
the Executive the severance benefits set forth on Schedule C attached hereto.

                           (ii) In lieu of any amounts payable pursuant to 
Section (4)(f) hereof on account of the  Executive's  termination of employment,
the Company shall pay to the Executive an immediate lump sum amount equal to the
actuarial present value of a supplemental  retirement benefit,  expressed in the
form  of  a  single  life  annuity  beginning  at  Executive's   termination  of
employment, equal to the excess if any of (A) less (B), where (A) is 2.2% (.022)
of the  Executive's  highest  three-year  average Total  Compensation  times the
number of years at termination (not to exceed thirty) of the Executive's service
deemed as an employee of the Company,  and (B) is the benefit  payable under the
Company's  Pension  Plan  at the  Executive's  termination  of  employment.  The
actuarial  present  value  of such  supplemental  retirement  benefit  shall  be
calculated  on the  basis of the  annual  yield  on  thirty-year  United  States
Treasury bonds on the final business day of the month  preceding the termination
of his employment and the 1983 Group Annuity table.

                           (iii) The Company shall maintain in full force and
effect,  for the continued benefit of the Executive for the period ending on the
third  anniversary of the Date of  Termination,  all employee  benefit plans and
programs in which the Executive was entitled to participate immediately prior to
the Date of Termination,  provided that the Executive's continued  participation
is possible  under the general terms and  provisions of such plans and programs.
If the  Executive's  participation  in any such plan or  program  is barred as a
result of such  termination,  the Company shall arrange to provide the Executive
with  benefits  substantially  similar on an after-tax  basis to those which the
Executive was entitled to receive under such plan or program.

                           (iv) The Company shall pay to the Executive and/or
his personal  representative his full Base Salary,  during the period commencing
on the  date  following  the  Date  of  Termination  and  ending  on  the  third
anniversary  of the Date of  Termination,  at the rate in effect at the time the
Notice of Termination  is delivered;  provided,  however,  that if the Notice of
Termination  is  delivered  on or after the date of, and in  connection  with, a
Change  in  Control  the  Company  shall  pay to the  Executive,  in lieu of the
payments  prescribed by the foregoing clause, an immediate lump sum amount equal
to the aggregate sum of all of said payments.

                           (v) The Executive shall not be required to mitigate
the  amount of any  payment  provided  for in this  Section  (6)(d)  by  seeking
employment or otherwise.  The benefits  payable under this Section  (6)(d) shall
not be reduced by reason of the Executive's securing other employment or for any
other reason, unless the Notice of  Termination  is delivered on or after,  and
in


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connection  with,  a Change in  Control,  in which event the  provisions  of the
following three sentences shall apply. If, prior to the third anniversary of the
Date of  Termination,  the Executive  obtains  employment,  the Executive  shall
refund to the Company a portion of the lump sum payment  provided for in Section
(6)(d)(iv)  equal to the amounts  earned by the  Executive  from his  subsequent
employer prior to said anniversary date, but in no event more than the amount of
said  lump sum  payment  prorated  over  the  number  of  months  in the  period
commencing on the date following his Date of Termination and ending on the third
anniversary  of the Date of  Termination,  multiplied  by the  number  of months
remaining  between the  Executive's  date-of-hire  in his new employment and the
third anniversary of his Date of Termination.  The Executive shall refund to the
Company any amount  required by the  preceding  sentence  within one hundred and
eighty (180) days after the  date-of-hire  in his new  employment.  The employee
benefit  plans and  programs to be  provided by the Company  pursuant to Section
(6)(d)(iii)  shall be  reduced  as and to the  extent  that  such  benefits  are
provided to the Executive by a subsequent  employer during the period covered by
said Section (6)(d)(iii).

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

         (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,


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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).

         (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 earning of
Performance  Shares by the  Executive  under the Company's  Long-Term  Incentive
Program  will be  accelerated  to the day  prior  to the date of the  Change  in
Control,  and the Executive  will be deemed to have earned all of the Contingent
Performance  Shares  outstanding with respect to him, payable to him on said day
prior to the  date of the  Change  in  Control,  at his  option,  either  (i) in
authorized but unissued  shares of the Company's  Common Stock, or (ii) in cash,
based  upon the market  value of the  Company's  Common  Stock at the end of the
business day next preceding said day prior to the date of the Change in Control.

                  (b) 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, cash in
an amount equal to: (A) In the event that the  Executive's  employment  has been
terminated or will be

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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 Executive 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 Executive  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 Executive under Section (6)(d) hereof assuming,  for purposes
of such  calculation,  that the Executive'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.

                  (c) On and  after  the  date of the  Change  in  Control,  the
Executive'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  Executive  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 Executive and/or his personal
representative  and/or  spouse all legal fees and expenses  and court costs,  if
any,  incurred by the  Executive  and/or such  representative  and/or  spouse in
successful litigation to enforce his rights under this Agreement.

                  (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 Executive, 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
Executive to

                                     - 10 -
<PAGE>

compensation  from the  Company in the same amount and upon the same terms as he
would be entitled to hereunder if he terminated  his  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 Executive  hereunder
shall inure to the benefit of and be enforceable by the Executive's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Executive  should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the  terms  of this  Agreement  to the  Executive's  devisee,  legatee  or other
designee or, if there be no such designee, to the Executive'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 Executive,  to him 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

                  (a) 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
Executive  and such officer as may be  specifically  authorized  by the Board of
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 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 which are not set forth expressly in this Agreement.  The validity,
interpretation, construction and performance of this Agreement

                                     - 11 -
<PAGE>

shall be governed by the laws of the State of Connecticut.

                  (b) Exhibits A-1 and A-2 attached hereto, showing calculations
of supplemental retirement benefits under Section (4)(f), and Exhibit B attached
hereto,  showing a calculation  of a lump sum payment under Section  (6)(d)(ii),
are  incorporated  herein by reference and set forth,  by example,  the parties'
intended interpretation and application of such Sections.

         (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  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.

                                     - 12 -
<PAGE>

         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/ James F. Crowe
                              ------------------------------------------
                               James F. Crowe



                                     - 13 -
<PAGE>




                                   EXHIBIT A-1

                                       TO
                              EMPLOYMENT AGREEMENT
                                     Between
                         The United Illuminating Company
                                       and
                               Mr. James F. Crowe
                               ------------------

Sample calculation of supplemental retirement benefits under Section (4)(f).
Assume the Executive  retires at the Expiration of the Agreement and immediately
commences his Pension Plan benefits under the following facts:

(1)  Retirement Age                         55 (October 1,1997)
                                            ---------------------------
(2)  Actual Service with the Company        33 years 3 months (10/1/97)
                                            ---------------------------
(3)  Deemed Service with the Company        33 years 3 months (10/1/97)
                                            ---------------------------
(4)  Average Total Compensation             See Calculations Below
                                            ---------------------------

Total Compensation at age 54         $185,000
Total Compensation at age 53         $180,000
Total Compensation at age 52         $175,000 (3 year average = $180,000
                                              deemed to be 3 highest years'
                                              compensation, for purposes of
                                              this example)

(A)      Target Benefit at Age 55

1.  2.2% of 3 year average Total Compensation times
      Deemed Service (up to 30 years)
      (.022) x ($180,000) x (30)                                       $118,800
2.  Early Retirement Reduction Factor (based on Deemed Service)            .561
                                                                        -------
3.  Target Benefit at Age 55: 1 times 2                                  66,647

(B)      Pension Benefit at Age 55

1.  Quantity A (estimated)                                            $  10,000
2.  Quantity B                                                          170,000
3.  Quantity C (average of 3 highest years' compensation)               180,000
4.  1% of Quantity A plus 2% of Quantity B:                               3,500
5.  Actual Service with the Company (up to 25 years)                         25
6.  4 times 5                                                            87,500
7.  1/2% of Quantity C (up to $25,000, effective
      with 1995 Union Contract)                                             125
8.  Actual Service with the Company in excess of 25 years                  8.25
9.  7 times 8                                                             1,031
10. Pension unreduced at age 55: 6 plus 9                                88,531
11. Early Retirement Reduction Factor (based on actual service)            .561
12. Pension payable at age 55: 10 times 11                               49,666
13. Supplemental Pension:  A3 - B12                                      16,981


<PAGE>



                                   EXHIBIT A-2

                                       TO
                              EMPLOYMENT AGREEMENT
                                     Between
                         The United Illuminating Company
                                       and
                               Mr. James F. Crowe
                               ------------------

Sample calculation of supplemental retirement benefits under Section (4)(f).
Assume  the  Agreement  terminates  at an  Expiration  Date  but  the  Executive
continues to be employed by the Company for 2 years after the  expiration of the
Agreement  before  retiring and  commencing  his Pension Plan benefits under the
following facts:

(1)  Retirement Age                             57 (October 1, 1999)
                                                ---------------------------
(2)  Actual Service with the Company
     (a)  Before Expiration of Agreement
     (b)  After Expiration of Agreement
     (c)  Total                                 35 years 3 months (10/1/99)
                                                ---------------------------
(3)  Deemed Service with the Company
     (a)  Before Expiration of Agreement
     (b)  After Expiration of Agreement
     (c)  Total                                 35 years 3 months (10/1/99)
                                                ---------------------------

(4)  Average Total Compensation                 See Calculations Below
                                                ---------------------------

Total Compensation at age 56      $185,000
Total Compensation at age 55      $180,000
Total Compensation at age 54      $175,000 (3 year average = $180,000
                                           deemed to be 3 highest years'
                                           compensation, for purposes of
                                           this example)

(A)      Target Benefit at Age 57

1.  2.2% of 3 year average Total Compensation times
      Deemed Service (up to 30 years)
      (.022) x ($180,000) x (30)                                       $118,800
2.  Early Retirement Reduction Factor (based on Deemed Service)            .655
                                                                        -------
3.  Target Benefit at Age 57: 1 times 2                                  77,814

(B)      Pension Benefit at Age 57

1.  Quantity A (estimated)                                            $  10,000
2.  Quantity B                                                          170,000
3.  Quantity C (average of 3 highest years' compensation)               180,000
4.  1% of Quantity A plus 2% of Quantity B:                               3,500
5.  Actual Service with the Company (up to 25 years)                         25
6.  4 times 5                                                            87,500
7.  1/2% of Quantity C (up to $25,000 effective with
      1995 Union Contract)                                                  125
8.  Actual Service with the Company in excess of 25 years                 10.25
9.  7 times 8                                                             1,281
10. Pension unreduced at age 57: 6 plus 9                                88,781
11. Early Retirement Reduction Factor (based on actual service)            .655
12. Pension payable at age 57: 10 times 11                               58,152
13. Supplemental Pension:  A3 - B12                                      19,662


<PAGE>



                                    EXHIBIT B

                                       TO
                              EMPLOYMENT AGREEMENT
                                     Between
                         The United Illuminating Company
                                       and
                               Mr. James F. Crowe
                               ------------------

Sample  calculation  of  lump-sum  payment  in lieu of  supplemental  retirement
benefits under Section (6)(d)(iii). Assume the Executive's employment terminates
and Section (6)(d) applies under the following facts:

(1)  Age of Executive at Termination        47 (May 31, 1988)
                                            ----------------------------
(2)  Actual Service with the Company        23 years 11 months (5/31/88)
                                            ----------------------------
(3)  Deemed Service with the Company        23 years 11 months (5/31/88)
                                            ----------------------------
(4)  Average Total Compensation             See Calculations Below
                                            ----------------------------

Total Compensation at age 47      $185,000
Total Compensation at age 46      $180,000
Total Compensation at age 45      $175,000 (3 year average = $180,000
                                           deemed to be 3 highest years'
                                           compensation, for purposes of
                                           this example)

(A)      Target Benefit at Age 47

1.  2.2% of 3 year average Total Compensation times
      Deemed Service (up to 30 years)
      (.022) x ($180,000) x (23.917)                                    $94,711
2.  Early Retirement Reduction Factor (based on Deemed Service)           1.000
                                                                         ------
3.  Target Benefit at Age 47: 1 times 2                                  94,711

(B)      Pension Benefit at Age 55

1.  Quantity A (estimated)                                            $  10,000
2.  Quantity B                                                          170,000
3.  Quantity C (average of 3 highest years' compensation)               180,000
4.  1% of Quantity A plus 2% of Quantity B:                               3,500
5.  Actual Service with the Company (up to 25 years)                     23.917
6.  4 times 5                                                            83,710
7.  1/2% of Quantity C (up to $25,000, effective with
      1995 Union Contract)                                                  125
8.  Actual Service with the Company in excess of 25 years                     0
9.  7 times 8                                                                 0
10. Pension unreduced at age 55: 6 plus 9                                83,710
11. Early Retirement Reduction Factor (based on actual service)            .427
12. Pension payable at age 55: 10 times 11                               35,744
13. Supplemental Pension:  A3 - B12                                      58,967
14. Annuity Factor for determining Lump-Sum Value at age 55             10.3880
                                                         --
15. Lump-Sum Value at age 55: 13 times 14                               612,549
                          --
16. Interest discount factor from age 55 to age 47 (based on 7-1/2%)      .5607
                                      --        --
17. Lump-Sum Value at age 55 discounted to age 47: 15 times 16          343,456
                          --                   --


<PAGE>



                                   SCHEDULE C




                               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  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 his
         Employment Agreement.