UIL HOLDINGS CORP
1ST AMEND UNITED ILLUM 1990 STK OPT PLAN
<DOCUMENT>
<TYPE>EX-10.23B
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>1ST AMEND UNITED ILLUM 1990 STK OPT PLAN
<TEXT>

                                                            EXHIBIT 10.23b



                 FIRST AMENDMENT TO THE UNITED ILLUMINATING COMPANY
                              1990 STOCK OPTION PLAN


This FIRST AMENDMENT,  effective  immediately  prior to the close of business on
the 20th day of July, 2000, to The United Illuminating Company 1990 Stock Option
Plan, as adopted January 22, 1990, (the "Plan"),

                              WITNESSETH THAT:

(1)  Pursuant to Section 10. of the Plan,  it is amended as set forth in Section
(2) below.

(2)  Section 6. is amended by adding  thereto  the following  sentence:  "In the
event of any  reorganization  in which all of the shares of the Company's Common
Stock are exchanged for shares of the common stock of another  corporation,  all
Stock Options  granted  hereunder and  outstanding  on the effective date of the
share exchange shall be  automatically  converted into stock options to purchase
shares of the other  corporation on identical terms,  and the other  corporation
shall assume this Plan,  and the Board of  Directors  of the other  corporation,
excluding any member of said Board who is, or within twelve (12) months prior to
the exercise of any discretion under this Plan has been an employee of the other
corporation,  its subsidiaries,  the Company or its  Subsidiaries,  shall be and
become  the  Administrator  of this  Plan  on the  effective  date of the  share
exchange."

(3) All the terms and conditions of the Plan, as amended  hereby,  are and shall
remain in full force and effect.


THE UNITED ILLUMINATING COMPANY



By    /s/Albert N. Henricksen
      --------------------------
      Albert N. Henricksen
      Its Group Vice President
      Support Services


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