EXHIBIT 10.19B AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN UIL HOLDINGS CORPORATION AND LOUIS J. PAGLIA (dated November 28, 2005)

AMENDMENT TO

EMPLOYMENT AGREEMENT

BETWEEN UIL HOLDINGS CORPORATION

AND

LOUIS J. PAGLIA

(dated November 28, 2005)

WHEREAS, the Department of the Treasury has issued proposed regulations and Notice 2005-1 concerning the implementation of the new non-qualified deferred compensation rules contained in Section 409A of the Internal Revenue Code; and

WHEREAS, such guidance permits amendment of non-qualified deferred compensation plans and arrangements in order to provide transitional flexibility with regard to the implementation of the new rules;

NOW THEREFORE, UIL Holdings Corporation (the ‘Company’) and Louis J. Paglia (the ‘Executive’), hereby agree that Section 4(g) of the Employment Agreement dated as of November 8, 2004 between the Company and the Executive, is amended by the addition of the following paragraphs at the end thereof:

During 2005, the Executive may cancel participation in his SERP or cancel a deferral election, without causing the SERP to violate the provisions of 409A of the Internal Revenue Code and guidance issued thereunder, and without causing his Accrued Benefit to be includable in income under the doctrine of constructive receipt; provided that the amounts subject to the election to terminate SERP participation are includable in the Executive’s income in 2005 or, if later, the taxable year in which the amounts are earned and vested.

During 2005, the Grandfathered portion of the SERP may be terminated in its entirety, provided that all amounts deferred thereunder are included in income in the taxable year in which the termination occurs. Pursuant to that provision, the Company and Executive hereby agree that his SERP benefit under this Section 4(g) shall be frozen as of December 31, 2004, and the entire accrued benefit as of December 31, 2004 shall be ‘grandfathered’, terminated and distributed on or before December 31, 2005.

Notwithstanding anything to the contrary in this subsection, the grandfathered amount shall be determined in accordance with Treasury Regulations and other guidance issued pursuant to Section 409A of the Code, including, without limitation, regulations permitting the grandfathered amount to be calculated taking into account early retirement subsidies that the Executive becomes eligible for after December 31, 2004, without regard to additional services performed after December 31, 2004.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Attest: 

 

/s/ Susan E. Allen		By:	/s/ Nathaniel D. Woodson
Susan E. Allen, Vice President			Nathaniel D. Woodson Chairman
Investor Relations, Corporate Secretary &   Treasurer			and Chief Executive Officer

			/s/ Louis J. Paglia
			Louis J. Paglia

 

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