FIRST AMENDMENT

         FIRST AMENDMENT, dated as of March 7, 2001 (this "First Amendment"), to
the Credit Agreement (the "Credit Agreement"), dated as of October 30, 2000,
among KEYSPAN CORPORATION, a New York corporation (the "Borrower"), the several
banks and other financial institutions or entities from time to time parties
thereto (the "Lenders"), EUROPEAN AMERICAN BANK, as Documentation Agent,
CITIBANK, N.A., as Syndication Agent and THE CHASE MANHATTAN BANK, as
Administrative Agent.

                               W I T N E S S E T H
                               -------------------

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain extensions of credit to the Borrower; and

                  WHEREAS, the Borrower has requested that the Lenders amend
Section 6.1(a) of the Credit Agreement in the manner provided herein; and

                  WHEREAS, the Lenders are willing to agree to the requested
amendment, but only upon the terms and conditions set forth herein;

               NOW THEREFORE, in consideration of the premises contained herein,
          the parties hereto agree as follows:

               1. Defined Terms.  Unless otherwise  defined herein,  capitalized
          terms  which are  defined in the Credit  Agreement  are used herein as
          defined therein.

               2.  Amendment  to Section  6.1(a).  Section  6.1(a) of the Credit
          Agreement is hereby  amended by deleting  such Section in its entirety
          and substituting in lieu thereof the following:

                  "Permit the ratio of Consolidated Indebtedness to Consolidated
         Capitalization as at the last day of (i) any fiscal quarter other than
         the fiscal quarters ending December 31, 2000, March 31, 2001 and June
         30, 2001 to exceed 0.65:1.00 and (ii) fiscal quarters ending December
         31, 2000, March 31, 2001 and June 30, 2001 to exceed 0.68:1.00."

               3. Effectiveness.  This First Amendment shall become effective as
          of December 30, 2000 upon receipt by the Administrative  Agent of duly
          executed  counterparts of this First Amendment by each of the Borrower
          and the Required Lenders.

               4. Representations and Warranties.  On and as the date hereof and
          after  giving  effect to this  First  Amendment  the  Borrower  hereby
          confirms,  reaffirms and restates the  representations  and warranties
          set forth in the  Credit  Agreement  mutatis  mutandis,  except to the
          extent that such  representations and warranties expressly relate to a
          specific  earlier  date in which case the  Borrower  hereby  confirms,
          reaffirms and restates such  representations and warranties as of such
          earlier date.

               5. Continuing  Effect; No Other  Amendments.  Except as expressly
          amended  hereby,  all of  the  terms  and  provisions  of  the  Credit
          Agreement are and shall remain in full force and effect. The amendment
          provided for herein is limited to the  specific  Section of the Credit
          Agreement  specified  herein  and  narrowly  construed  and  shall not
          constitute an amendment  of, or an  indication  of the  Administrative
          Agent's or the Lenders'  willingness to amend, any other provisions of
          the Credit Agreement.

               6.  Expenses.  The  Borrower  agrees  to pay  and  reimburse  the
          Administrative  Agent  for  all  its  reasonable  costs  and  expenses
          incurred in connection with the preparation and delivery of this First
          Amendment,  including,  without  limitation,  the reasonable  fees and
          disbursements of counsel to the Administrative Agent.

               7.  Counterparts.  This First Amendment may be executed by one or
          more of the parties to this First  Amendment on any number of separate
          counterparts  (including  by telecopy),  and all of said  counterparts
          taken  together  shall  be  deemed  to  constitute  one and  the  same
          instrument.  A set of the copies of this First Amendment signed by the
          parties   hereto   shall  be   delivered   to  the  Borrower  and  the
          Administrative Agent.

               8.  GOVERNING  LAW.  THIS  FIRST  AMENDMENT  AND THE  RIGHTS  AND
          OBLIGATIONS  OF THE  PARTIES  UNDER  THIS  FIRST  AMENDMENT  SHALL  BE
          GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
          OF THE STATE OF NEW YORK.



<PAGE>





                  IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.

                                    KEYSPAN CORPORATION

                                    By: /s/  Michael J. Taunton
                                       -----------------------------------------
                                         Name:  Michael J. Taunton
                                         Title:  Vice President and Treasurer


                                    THE CHASE MANHATTAN BANK, as Administrative
                                    Agent and as a Lender

                                    By: /s/ Charles L. Swarns, Jr.
                                       -----------------------------------------
                                         Name:  Charles L.Swarns, Jr.
                                         Title:  Vice President


                                    CITIBANK N.A., as Syndication Agent and as a
                                    Lender


                                    By: /s/ Gus Rigas
                                        ------------------------------
                                         Name:  Gus Rigas
                                         Title: Vice President


                                    EUROPEAN AMERICAN BANK, as Documentation
                                    Agent and as a Lender


                                    By: /s/  Thomas. M. Shinnick
                                       --------------------------------
                                         Name:  Thomas M. Shinnick
                                         Title: Vice President

                                    By: /s/  Frederic J. Hugue
                                       ------------------------------
                                         Name:  Frederic J. Hugue
                                         Title:  Group Vice President








                                    THE BANK OF NEW YORK, as Co-Agent and as a
                                    Lender


                                    By: /s/ John Watt
                                       ------------------------------
                                         Name:  JohnWatt
                                         Title: Vice President


                                    THE BANK OF NOVA SCOTIA, as Co-Agent and as
                                    a Lender


                                    By: /s/ Philip N. Adsetts
                                       ---------------------------------
                                         Name: Philip N. Adsetts
                                         Title: Director


                                    BANK ONE, NA (MAIN OFFICE -CHICAGO), as
                                    Co-Agent and as a Lender


                                    By:/s/ Mary Lu D. Cramer
                                       --------------------------------
                                         Name:  Mary Lu D. Cramer
                                         Title:  Vice President


                                  BARCLAYS BANK PLC, as Co-Agent and as a Lender


                                    By: /s/ Sydney G. Dennis
                                        --------------------------------
                                         Name:  Sydney G. Dennis
                                         Title:


                                    THE DAI-ICHI KANGYO BANK, LTD., as Co-Agent
                                    and as a Lender


                                    By: /s/ Andreas Panteli
                                       ----------------------------------
                                         Name:  Andreas Panteli
                                         Title: Sr. Vice President



                                    FLEET NATIONAL BANK, as Co-Agent and as a
                                    Lender


                                    By: /s/Robert D. Lanigan
                                       --------------------------------
                                         Name:  Robert D. Lanigan
                                         Title: Managing Director


                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED, as
                                    Co-Agent and as a Lender


                                    By: /s/ John Dippo
                                       --------------------------------
                                         Name:  John Dippo
                                         Title:  Senior Vice President


                                  MELLON BANK, N.A., as Co-Agent and as a Lender


                                    By: /s/ Richard A. Matthews
                                       --------------------------------
                                         Name:  Richard A. Matthews
                                         Title: Vice President


                                    THE ROYAL BANK OF SCOTLAND PLC, as Co-Agent
                                    and as a Lender


                                    By: /s/ Lee Morse
                                       --------------------------------
                                         Name:  Lee Morse
                                         Title:  Vice President












                                    ABN AMRO BANK, N.V., as a Lender


                                    By: /s/ Jeffrey Dodd
                                       ----------------------------------
                                         Name:  Jeffrey Dodd
                                         Title:  Group Vice President


                                    By: /s/ Kevin S. McFadden
                                       ----------------------
                                         Name:  Kevin S. McFadden
                                         Title: Group Vice President


                                    BANK HAPOALIM B.M., as a Lender


                                    By: /s/  James P. Surless
                                       -------------------------------------
                                         Name:  James P. Surless
                                           Title: Vice President

                                    By: /s/  Laura Anne Raffa
                                       ------------------------------------
                                         Name: Laura Anne Raffa
                                         Title:  First Vice President
                                                    and Corporate Manager


                                    BANK OF AMERICA, N.A. , as a Lender


                                    By: /s/ Gretchen P. Burud
                                       --------------------------------
                                         Name:  Gretchen P.Burud
                                         Title: Managing Director


                                    CREDIT LYONNAIS NEW YORK BRANCH, as a Lender


                                    By: /s/ Philippe Soustra
                                       ------------------------------------
                                         Name:  Philippe Soustra
                                         Title: Senior Vice President





                                    PNC BANK, NATIONAL ASSOCIATION, as a Lender


                                    By: /s/ Brian M. Begg
                                       ----------------------------------
                                         Name:  Brian M. Begg
                                         Title: Vice President


                                    ROYAL BANK OF CANADA, as a Lender


                                    By: /s/ Jason York
                                       -------------------------------
                                         Name:  Jason York
                                         Title: Manager


                                    UNION BANK OF CALIFORNIA, N.A. , as a Lender


                                    By: /s/ Dennis G. Blank
                                       ---------------------------------
                                         Name:  Dennis G. Blank
                                         Title: Vice President


                                    WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
                                    YORK BRANCH, as a Lender


                                    By: /s/ Duncan M. Robertson
                                        ----------------------------------
                                         Name:  Duncan M. Robertson
                                         Title: Director


                                    By: /s/ Anthony Alessandro
                                        ---------------------------------
                                         Name:  Anthony Alessandro
                                         Title: Manager