EXHIBIT 10.25B


                  RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS
                       OF THE UNITED ILLUMINATING COMPANY
                              ON DECEMBER 13, 1999
                       AMENDING SUBSECTION 6.01(b) OF THE
                      NON-EMPLOYEE DIRECTORS' COMMON STOCK
                         AND DEFERRED COMPENSATION PLAN


         RESOLVED:  That  effective  December  13, 1999,  the first  sentence of
         Subsection  6.01(b) of The  United  Illuminating  Company  Non-Employee
         Directors  Common  Stock and Deferred  Compensation  Plan be amended to
         read  as  follows:   (b)  The  number  of  Phantom  Stock  Units  in  a
         Participant's  Phantom  Stock  Account,  including  Phantom Stock Units
         credited as a result of reinvested dividends,  shall be calculated and,
         as elected by the Participant in accordance with Subsection  6.01(c) of
         the Plan: (1) Stock shall be distributed to the Participant,  either in
         a single  distribution  promptly after the date of such  termination of
         Service  or in  five  or ten  substantially  equal  annual  installment
         distributions (together with additional Phantom Stock Units credited as
         a result of reinvested  dividends) promptly after such termination date
         and on each of the several anniversaries  thereof; or (2) cash shall be
         distributed  to  the  Participant,  either  in  a  single  distribution
         promptly  after the date of such  termination  of Service or in five or
         ten substantially equal annual installment distributions (together with
         interest  on the  undistributed  amount,  credited in  accordance  with
         Subsection 5.02(a) of the Plan and payable annually,  in arrears,  with
         each annual  installment)  promptly after such  termination date and on
         the several  anniversaries  thereof, in an amount equal to the value of
         all of the  Phantom  Stock  Units in the  Participant's  Phantom  Stock
         Account on such termination  date,  calculated by reference to the Fair
         Market  Value of a share of Stock on such  date;  or (3) cash  shall be
         distributed  to the  Participant  in  five  or ten  annual  installment
         distributions  promptly  after the date of such  termination of Service
         and promptly after the several  anniversaries  thereof in amounts equal
         to the number of Phantom Stock Units in the Participant's Phantom Stock
         Account  on such  termination  date  divided by the  elected  number of
         installments  (together with additional Phantom Stock Units credited as
         a result of  reinvested  dividends  following  such  termination  date)
         multiplied  by the  Fair  Market  Value  of a share  of  Stock  on such
         termination date and each of the several anniversaries thereof.