Exhibit 10.27b

                                 FIRST AMENDMENT
                                     TO THE
                            UIL HOLDINGS CORPORATION
                    EXECUTIVE INCENTIVE COMPENSATION PROGRAM

1.   Effective as of January 24, 2005, Section VI C. of the Program is amended
as follows to increase up to 200% from 150% the maximum payout for achievement
of Performance Goals at the maximum level or higher with respect to awards made
in 2005 and thereafter:

     C.   Each Goal will have associated with it a range of performance as
          shall be approved by the Committee. The range of performance will be
          used to determine the percent of the Participant's Target Incentive
          Award earned for each Goal, known as the Percent of the Participant's
          Target Incentive Award Earned.

          A Threshold, Target and Maximum Level of Performance for each Goal
          shall be established by the Committee. For performance below the
          Threshold or minimum level, the Incentive Award shall be zero unless,
          in the sole discretion of the Committee, extenuating factors exist
          which would dictate otherwise.

          The Percent of the Participant's Target Incentive Award Earned for
          each Goal shall be established based on the Level of Performance
          achieved for that Goal.

          The relationship of the range of performance to the percent of the
          Target Incentive Award Earned is as follows:

                                                      Percent of Target
           Range of Performance                    Incentive Award Earned
           --------------------                    ----------------------

           Less than Threshold                              None
           Threshold                                  no less than 50%
           Target                                           100%
           Maximum or higher                             up to 200%

All other provisions of the Program shall remain in effect.


                                       UIL HOLDINGS CORPORATION
                                       Dated: January 24, 2005


                                     By      /s/ Nathaniel D. Woodson
                                       ------------------------------------
                                                Nathaniel D. Woodson,
                                          UIL Chairman, President and CEO