EXHIBIT 10.25c



               SECOND AMENDMENT TO THE UNITED ILLUMINATING COMPANY
                       NON-EMPLOYEE DIRECTORS COMMON STOCK
                         AND DEFERRED COMPENSATION PLAN

This SECOND AMENDMENT, made as of the close of business on the 20th day of July,
2000, to The United Illuminating Company Non-Employee Directors Common Stock and
Deferred  Compensation  Plan,  as originally  adopted on December 22, 1980,  and
previously amended and restated on July 23, 1990,  December 17, 1990 and May 15,
1996, and further amended effective December 13, 1999, (the "Plan"),

                               WITNESSETH THAT:

(1)       Pursuant to Section  8.01 of  the  Plan, it is amended as set forth in
Sections (2), (3), (4) and (5) below.

(2)      Section 1.01 is amended to read as follows:

         1.01 THE PLAN. This  Non-Employee  Directors  Common Stock and Deferred
         Compensation  Plan (the "Plan"),  is established for the benefit of the
         Eligible Directors of UIL Holdings Corporation (the "Company").

(3)      Subsection 2.01(f) is amended to read as follows:

         (f) "Company" shall mean UIL Holdings Corporation and any successor.

(4)      Subsection 2.01(i) is amended to read as follows:

         (i)  "Eligible  Director"  shall  mean  a  person  who  renders  or has
              rendered service to the Company or The United Illuminating Company
              on or after May 15, 1996 at a time when he or she is or was not an
              employee of the Company or The United Illuminating Company.

(5)      Subsection 2.01(p) is amended to read as follows:

         (p)  "Service" shall mean service as a Director, including service as a
              member of a committee or committees of the Board, and service as a
              member of the Board of Directors, including service as a member of
              a committee or committees of the Board of Directors, of The United
              Illuminating Company.





(6)      All  the  terms  and  condition 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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