EXHIBIT 10.19B
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT, made as of the 13th day of December, 1999, to the
Employment Agreement, made as of the 1st day of March, 1997, (the "Agreement")
between THE UNITED ILLUMINATING COMPANY, a Connecticut corporation (the
"Company") and XXXXXXX X. XXXX, an individual (the "Officer").
WITNESSETH THAT:
(1) The Company and the Officer hereby agree to amend the Agreement as set
forth in sections (2), (3) and (4) below:
(2) By adding, after Section (4)(e), the following Section (4)(f):
(4)(f) Supplemental Retirement. Upon termination of the Officer's
employment, a supplemental retirement benefit shall be payable to
him or his beneficiary in accordance with the provisions of this
Section (4)(f). The annual supplemental retirement benefit,
expressed in the form of a single life annuity beginning at the
Officer's Normal Retirement Date (as defined in the Company's
Pension Plan), shall be the excess, if any, of (A) less (B),
where (A) is 1.9% (.019) of the Officer's highest three-year
average Total Compensation times the number of years at
termination (not to exceed twenty-five) of the Officer's service
as an employee of the Company plus 0.1% (.001) of the Officer's
highest three-year average Total Compensation times the number of
years at termination in excess of twenty-five (not to exceed
five) of the Officer's service as an employee of the Company, and
(B) is the benefit payable under the Company's Pension Plan.
Payment of the supplemental retirement benefit shall begin at the
same time as the Officer's Pension Plan benefit payments and
shall be subject to the same reductions for early commencement.
The supplemental retirement benefit may be paid in any form
available under the Pension Plan, as elected by the Officer prior
to benefit payment commencement. The conversion factors between
forms of benefits used for purposes of the Pension Plan shall be
used for purposes of the supplemental retirement benefit. The
form of payment of the supplemental retirement benefit may be the
same or different from the form of payment of the Officer's
benefits under the Pension Plan. If the form of payment provides
for a death benefit, such benefit shall be payable to the
Officer's estate, unless another beneficiary has been designated
by the Officer. If the Officer dies prior to the commencement of
benefit payments, the death benefit provisions of the Pension
Plan shall apply, mutatis mutandis, to the supplemental
retirement benefit payable pursuant to this Section (4)(f). The
supplemental retirement benefit shall be paid from the The United
Illuminating Company Supplemental Retirement Trust established
pursuant to the Agreement, made as of the 1st day of June, 1995
and as amended effective December 31,1995, between the Company
and State Street Bank and Trust Company, as Trustee.
(3) By substituting, in each of Sections (6)(a), (6)(b) and (6)(d)(i), for
the phrase "Sections (4)(c) and (4)(d) hereof", the phrase "Sections
(4)(c), (4)(d) and (4)(f) hereof".
(4) By substituting, for Section (B) of Schedule (A), the following:
(B) The Officer's choice of the addition of six years of age, or
six years of service deemed as an employee of the Company, or any
combination (not to exceed 6) of whole and partial years of age
and whole or partial years of service deemed as an employee of
the Company, in the calculation of the benefits payable to the
Officer under the Company's retiree medical benefit plan(s) and
in the calculation of the benefits payable to the Officer as a
supplemental retirement benefit under the Officer's Employment
Agreement. The Officer may elect to commence receipt of payments
under this option at the termination of the Officer's employment
or at any time thereafter, but not prior to age 55 or later than
age 65.
(5) All the terms and conditions of the Agreement, as amended hereby, are
and shall remain in full force and effect
(6) This First Amendment to the Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the
day and year first above written.
THE UNITED ILLUMINATING COMPANY
ATTEST:
By /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------------
Its Chairman of the Board of Directors,
President and Chief Executive Officer
/s/ Xxxx Xxxxxxx
-----------------------------------
Treasurer and Secretary
/s/ Xxxxxxx X. Xxxx
---------------------------------------
Xxxxxxx X. Xxxx
