EXHIBIT 10.11c
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
This THIRD AMENDMENT, made as of the 1st day of June, 2001, to the
Employment Agreement, made as of the 1st day of March, 1997, and amended as of
December 13, 1999 and July 20, 2000, (the "Agreement") between THE UNITED
ILLUMINATING COMPANY, a Connecticut corporation (the "Company") and XXXXXXX X.
XXXX, an individual (the "Executive"),
WITNESSETH THAT:
(1) The Company and the Executive hereby agree to amend the Agreement
as set forth in sections (2) and (3) below:
(2) By deleting the final sentence of Section (4)(b) in its entirety.
(3) By inserting, following the second sentence of Section (4)(f), the
following sentence: "For purposes of this Agreement, Total Compensation is
defined as the sum of the Executive's Base Salary and any amount paid or payable
to the Executive pursuant to the Company's annual Executive Incentive
Compensation Program."
(4) All the terms and conditions of the Agreement, as amended hereby
are and shall remain in full force and effect.
(5) This Third 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
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
President and ATTEST:
Chief Operating Officer
/s/ Xxxxx X. Xxxxx
------------------------
Corporate Secretary
/s/ Xxxxxxx X. Xxxx
-----------------------
Xxxxxxx X. Xxxx
