Exhibit 10.1









                               KEYSPAN CORPORATION
                               -------------------

                SENIOR EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN
                -------------------------------------------------











As amended and restated
Effective (February 23, 2006)








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                                  Introduction
                                  ------------

     The Board of Directors of KeySpan  Corporation  recognizes  that, as is the
case with many publicly held  corporations,  there exists the  possibility  of a
Change of Control. This possibility and the uncertainty it creates may result in
the loss or distraction of senior executives of the Company, to the detriment of
the Company and its shareholders.

     The  Board  considers  the  avoidance  of such loss and  distraction  to be
essential to protecting  and enhancing the best interests of the Company and its
shareholders. The Board also believes that when a Change of Control is perceived
as imminent,  or is  occurring,  the Board should be able to receive and rely on
disinterested service from senior executives regarding the best interests of the
Company and its  shareholders,  without concern that senior  executives might be
distracted or concerned by the personal  uncertainties  and risks created by the
perception of an imminent or occurring Change of Control.

     In addition,  the Board  believes that it is consistent  with the Company's
employment  practices and policies and in the best  interests of the Company and
its shareholders to treat fairly its Executive's whose employment  terminates in
connection with or following a Change of Control.

     Accordingly,  the Board has  determined  that  appropriate  steps should be
taken to assure the  Company  of the  continued  employment  and  attention  and
dedication  to  duty  of  its  senior  executives  and to  seek  to  ensure  the
availability of their continued service, notwithstanding the possibility, threat
or occurrence of a Change of Control.

     Therefore,  in order to fulfill  the above  purposes,  the  following  plan
adopted  effective  October  31,  1998 is amended  and  restated  to reflect all
amendments through February 23, 2006.


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                                    ARTICLE I
                                    ---------

                              ESTABLISHMENT OF PLAN
                              ---------------------

As of the Effective Date, the Company establishes a separation compensation plan
known as the KeySpan Senior Executive  Change of Control  Severance Plan, as set
forth in this  document.  This Plan has been  modified and is now  extended.  In
addition,  the Plan has been restated  effective  (February 23, 2006) to include
all prior amendments to the Plan.


                                   ARTICLE II
                                   ----------

                                   DEFINITIONS
                                   -----------

     As used herein,  the  following  words and phrases shall have the following
respective meanings unless the context clearly indicates otherwise.

Annual Bonus  Award.  The annual  bonus that a  Participant  is eligible to earn
pursuant to the 2003 Corporate Incentive  Compensation Plan and/or any successor
thereto The term, "Annual Bonus Award"excludes any special bonus(es),  lump sump
sum  payment  or any  other  special  bonus(es)  authorized  by the  Board for a
Participant.

Annual Salary. The Participant's regular annual base salary immediately prior to
his or her termination of employment,  including compensation converted to other
benefits under a flexible pay arrangement  maintained by the Company or deferred
pursuant to a written plan or agreement with the Company.

Board. The Board of Directors of the Parent.

Cause. With respect to any Participant: (i) the willful and continued failure of
the  Participant  to perform  substantially  the  Participant's  duties with the
Company or one of its  affiliates  (other than any such failure  resulting  from
incapacity  due to  physical  or mental  illness),  after a written  demand  for
substantial  performance  is  delivered to the  Participant  by the Board or the
Chief Executive Officer of the Parent which  specifically  identifies the manner
in which the Board or Chief Executive  Officer believes that the Participant has
not  substantially  performed  the  Participant's  duties,  or (ii) the  willful
engaging by the  Participant  in illegal  conduct or gross  misconduct  which is
materially  and  demonstrably  injurious  to the  Company.  For purposes of this
definition,  no act or  failure to act on the part of the  Participant  shall be
considered  willful unless it is done, or omitted to be done, by the Participant
in bad faith or  without  reasonable  belief  that the  Participant's  action or
omission was in the best  interests  of the  Company.  Any act or failure to act
based upon authority given pursuant to a resolution duly adopted by the Board or
upon the instructions of the Chief Executive  Officer or a senior officer of the
Parent or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Participant in good faith and
in the best interests of the Company.


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Change of Control.  The occurrence of any of the following  events after October
29, 2003:

(i)  The acquisition by any  individual,  entity or group (within the meaning of
     Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of 1934,  as
     amended (the "Exchange Act")) (a "Person") of beneficial  ownership (within
     the meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of 20% or
     more of either  (x) the then  outstanding  shares  of  common  stock of the
     Parent (the "Outstanding Common Stock") or (y) the combined voting power of
     the then  outstanding  voting  securities  of the Parent  entitled  to vote
     generally   in  the  election  of  directors   (the   "Outstanding   Voting
     Securities");  provided, however, that for purposes of this subsection (i),
     the following  acquisitions  shall not constitute a Change of Control:  (A)
     any  acquisition  directly  from the  Parent,  (B) any  acquisition  by the
     Parent, (C) any acquisition by any employee benefit plan (or related trust)
     sponsored or maintained by the Parent or any corporation  controlled by the
     Parent or (D) any acquisition by any corporation  pursuant to a transaction
     which complies with clauses (A) , (B) and (C) of paragraph (iii) below; or


(ii) Individuals  who,  as of  October  30,  2003,  constitute  the  Board  (the
     "Incumbent  Board")  cease for any reason to constitute at least a majority
     of the Board;  provided,  however,  that any individual becoming a director
     subsequent to the Effective Date whose election, or nomination for election
     by the Parent's shareholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose,  any such individual  whose initial  assumption of office
     occurs as a result of an actual or threatened election contest with respect
     to the  election  or removal of  directors  or other  actual or  threatened
     solicitation  of proxies or consents by or on behalf of a Person other than
     the Board; or

(iii)Consummation of a reorganization,  merger or consolidation or sale or other
     disposition of all or substantially  all of the assets of the Parent or the
     acquisition of assets of another corporation (a "Business  Combination") in
     each  case,  unless,  following  such  Business  Combination,  (A)  all  or
     substantially  all of the  individuals and entities who were the beneficial
     owners,  respectively,  of the  Outstanding  Common  Stock and  Outstanding
     Voting   Securities   immediately   prior  to  such  Business   Combination
     beneficially own, directly or indirectly,  more than 60% of,  respectively,
     the then  outstanding  shares of common stock and the combined voting power
     of the then outstanding voting securities entitled to vote generally in the


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     election of  directors,  as the case may be, of the  corporation  resulting
     from such Business  Combination in  substantially  the same  proportions as
     their  ownership,  immediately  prior to such Business  Combination  of the
     Outstanding Common Stock and Outstanding Voting Securities, as the case may
     be, (B) no Person  (excluding  the Parent,  any  employee  benefit plan (or
     related  trust)  of the  Parent  or such  corporation  resulting  from  suc
     Business  Combination)  beneficially owns,  directly or indirectly,  20% or
     more of,  respectively,  the then outstanding shares of common stock of the
     corporation resulting from such Business Combination or the combined voting
     power  of the  then  outstanding  voting  securities  of  such  corporation
     entitled  to vote  generally  in the  election of  directors  except to the
     extent that such ownership  existed prior to the Business  Combination  and
     (C) at least a majority  of the  members of the board of  directors  of the
     corporation  resulting from such Business  Combination  were members of the
     Incumbent Board at the time of the execution of the initial  agreement,  or
     of the action of the Board, providing for such Business Combination; or

(iv) Approval by the  shareholders  of the Parent of a complete  liquidation  or
     dissolution of the Parent.

Code. The Internal Revenue Code of 1986, as amended from time to time.

Committee. The Compensation and Management Development Committee of the Board.

Company. KeySpan Corporation and its Subsidiaries.

Date of the Change of Control. The date on which a Change of Control occurs.

Date of  Termination.  The date on which a Participant  ceases to be an Employee
and such Employee receives written notice of such termination in accordance with
this Plan.

Disability.  A termination of a  Participant's  Employment for Disability  shall
have occurred if the Termination  occurs because illness or injury has prevented
the Participant  from performing his or her duties (as they existed  immediately
prior to the  illness  or  (injury)  on a full  time  basis  for180  consecutive
business days.

Effective Date. October 30, 1998.

Employee. Any full-time, regular benefit, nonbargaining employee of the Company.

Employment. The state of being an Employee.

ERISA. The Employee Retirement Income Security Act of 1974, as amended,  and the
regulations thereunder.


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Good Reason. With respect to any Participant, the occurrence after the date of a
Change of Control of any one or more of the following, without the Participant's
express  written  consent:  (i) the assignment to the  Participant of any duties
materially   inconsistent  in  any  respect  with  the  Participant's   position
(including  status,  offices,  titles and  reporting  requirements),  authority,
duties or  responsibilities  immediately  before the Change of  Control,  or any
other action by the Company which  results in a  significant  diminution in such
position,  authority, duties or responsibilities,  excluding for this purpose an
isolated  insubstantial and inadvertent  action which is remedied by the Company
promptly  after  receipt of notice  thereof given by the  Participant;  (ii) any
material  reduction in the  Participant's  Annual  Salary,  opportunity  to earn
Annual or Long Term Bonuses with the same target level as in effect  immediately
prior to the Change of Control,  or other  compensation  or  employee  benefits,
other than as a result of an isolated and  inadvertent  action which is remedied
by  the  Company   promptly  after  receipt  of  notice  thereof  given  by  the
Participant;  (iii) the Company's  requiring the  Participant to relocate his or
her principal  place of business to a place which is more than 50 miles from his
or her previous principal place of business;  (iv) any purported  termination of
the Plan otherwise  than as expressly  permitted by the Plan; or (v) any failure
by the Company to comply with and satisfy Article V of the Plan.

Highest  Annual Bonus.  With respect to any  Participant,  the higher of (i) the
average of the Annual Bonuses  received by the  Participant  with respect to the
three most  recent  years  before the Date of the Change of Control and (ii) the
Annual Bonus most recently received by the Participant.

Multiple.  With respect to any  Participant,  the number set forth  opposite the
Participant's  name under the heading  "Benefit Level" on Schedule I hereto [or,
if less,  the  number  of  years  and  fractions  thereof  remaining,  as of the
Participant's  Date of  Termination,  until the  Participant  reaches his or her
mandatory retirement age (if any) under the applicable Company policy].

Parent. KeySpan Corporation.

Participant. An individual who is designated as such pursuant to Section 3.1.

Plan. The KeySpan Corporation Senior Executive Change of Control Severance Plan.

Protection Period. The period beginning with the date that KeySpan enters into a
definitive  agreement  relative to a transaction  which  constitutes a Change of
Control and ending on the date which follows the related Change of Control by 24
months.

Separation Benefits.  The benefits described in Section 4.2 that are provided to
qualifying Participants under the Plan.



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<PAGE>



Separation  Period.  With respect to any Participant,  the period beginning on a
Participant's Date of Termination and ending after the expiration of a number of
years equal to the Multiple for such Participant.

Subsidiaries.  Each  corporation or other entity of which the Parent directly or
indirectly owns beneficially of record, twenty-five percent (25%) or more of (i)
the outstanding  shares of capital stock if such entity is a corporation or (ii)
the outstanding ownership interests if such entity is not a corporation.


                                   ARTICLE III
                                   -----------

                                   ELIGIBILITY
                                   -----------

     3.1 Participation. Each of the individuals named on Schedule I hereto shall
be a Participant  in the Plan.  Schedule I may be amended by the Board from time
to time to add or delete individuals as Participants.

                  3.2 Duration of Participation. A Participant shall only cease
to be a Participant in the Plan as a result of an amendment or termination of
the Plan complying with Article VI of the Plan, or when he or she ceases to be
an Employee, unless, at the time he or she ceases to be an Employee, such
Participant is entitled to payment of a Separation Benefit as provided in the
Plan or there has been an event or occurrence that constitutes Good Reason that
which would enable the Participant to terminate his or her employment and
receive a Separation Benefit. A Participant entitled to payment of a Separation
Benefit or any other amounts under the Plan shall remain a Participant in the
Plan until the full amount of the Separation Benefit and any other amounts
payable under the Plan have been paid to the Participant.

                                   ARTICLE IV
                                   ----------

                               SEPARATION BENEFITS
                               -------------------

     4.1 Terminations of Employment Which Give Rise to Separation Benefits Under
the Plan. A Participant shall be entitled to Separation Benefits as set forth in
Section 4.2 below if, at any time before the end of the Protection  Period,  the
Participant's  Employment is terminated  (i) by the Company for any reason other
than  Cause or death or (ii) by the  Participant  after the  occurrence  of Good
Reason  and on or before  90 days  after the  occurrence  of Good  Reason or for
termination  due to Disability.  An Employee's  written notice of termination of
employment  setting  forth the Date of  Termination  must be  delivered  to such
Employee not less than 30 days before the last day of employment.

     4.2 Separation Benefits.

     (A)  If  a  Participant's  employment  is  terminated  under  circumstances
entitling  him or her to  Separation  Benefits as provided in Section  4.1,  the
Company shall pay such Participant, within ten days of the Date of Termination,

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a cash lump sum as set forth in subsection (B) below and the continued  benefits
set forth in subsection (C) below.  Notwithstanding the above,  payment pursuant
to this Plan can not be made until the Change of Control has actually occurred.

     If the Company or its successor  fails to remit any payment within 10 days,
the delayed payments  pursuant to this Plan will receive interest  calculated at
the rate of 150% of Prime Rate as posted by Citibank, N.A.

     For purposes of  determining  the benefits set forth in subsection  (B) and
(C), if the termination of the Participant's employment is for Good Reason after
there has been a reduction of the  Participant's  Annual Salary,  opportunity to
earn Annual bonuses, or other compensation or employee benefits,  such reduction
shall be ignored.

     (B) The cash lump sum  referred to in Section 4.2 (A) is the  aggregate  of
the following amounts:

     (1)  The sum of (a) the  Participan  s Annual  Salary  through  the Date of
          Termination to the extent not theretofore paid, (b) the product of (x)
          the Highest Annual Bonus and (y) a fraction, the numerator of which is
          the number of days in such year through the Date of  Termination,  and
          the denominator of which is 365, and (c) any  compensation  previously
          deferred by the  Participant  (together  with any accrued  interest or
          earnings  thereon)  and any unused and accrued  vacation  pay, in each
          case to the extent not  theretofore  paid and in full  satisfaction of
          the rights of the Participant thereto;

     (2)  An amount equal to the produc of (a) the Participant's  Multiple times
          (b)the  sum of the  Participant's  (x) Annual  Salary and (y)  Highest
          Annual Bonus; and

     (C)  (1) An additional monthly retirement annuity calculated  utilizing the
          assumptions  below  and the  formulas  under the  Company's  qualified
          defined  benefit  retirement  plans (the  "Retirement  Plans") and any
          excess  or  supplemental  retirement  plans in which  the  Participant
          participates (collectively, the "SERP").

          For purposes of this calculation,  the following assumptions are to be
          utilized: (i) the Participant will be deemed to have worked during the
          Separation  Period with  Compensation  as described in (iv) below with
          such time,  i.e.  two or three years as set forth on Schedule I, added
          as additional time for either (a) accrued  credited  service under the
          KeySpan  Retirement  Plan  or (b)  credited  service  pursuant  to the
          Retirement Income Plan of KeySpan Energy;  (ii) Participant's age will
          be deemed to have  increased by the level  indicated on Schedule I for


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          such  Participant,  i.e. two or three years;  (iii) a  Participant  is
          deemed to be an active employee  during the Separation  Period if such
          Separation  Period  extends the age  required to be first  eligible to
          retire  under  the  Retirement  Plans,  then  at  the  first  eligible
          retirement  date,  Participant  will  begin  to  receive  this  Plan's
          retirement  annuity;  i.e. such  Participant will not be a Term Vested
          for the pension benefit calculation purposes; and (iv) Compensation to
          be  used  for  the   Separation   Period  is  the   aggregate  of  the
          Participant's  Annual Salary and Highest  Annual Bonus for each of the
          two or three years.

          If the monthly retirement  benefits as described above are not paid by
          the Company  Retirement  Plans and SERP, such benefit shall be payable
          by the Company  outside such plans at no  additional  cost  (including
          without limitation tax cost) to the Participant.

     (2)  The continued benefits referred to above are as follows:

          (a) During  the  Separation  Period,  the  Participant  and his or her
          family  shall be  provided  with  medical,  dental and life  insurance
          benefits as if the  Participant's  employment had not been terminated;
          provided,  however,  that if the Participant  becomes  reemployed with
          another  employer and is eligible to receive  medical or other welfare
          benefits under another  employer-provided  plan, the medical and other
          welfare benefits described herein shall be secondary to those provided
          under such other plan during such  applicable  period of  eligibility.
          For  purposes  of  determining   eligibility  (but  not  the  time  of
          commencement  of benefits)  of the  Participant  for retiree  medical,
          dental  and  life  insurance   benefits  under  the  Company's  plans,
          practices,  programs and policies, the Participant shall be considered
          to have remained  employed  during the  Separation  Period and to have
          retired on the last day of such  period if eligible  for such  retiree
          benefits  based  upon  age and  service  at the end of the  Separation
          Period.  The Retiree  benefits  provided under this provision shall be
          governed by the benefits,  terms and conditions of the retiree benefit
          plans or programs in effect prior to the Change of Control; and

          (b) The Company  shall,  at its sole expense as incurred,  provide the
          Participant with outplacement services the scope and provider of which
          shall be selected  by the  Participant  in his or her sole  discretion
          (but at a cost to the Company of not more than $30,000).

          (a) Pursuant to the  Executive  Leased  Vehicle  Program,  Participant
          shall be deemed to have resigned and will be permitted to acquire  the


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          vehicle leased at the Change of Control under the terms and conditions
          of the Program in effect prior to the Change of Control.

     To the extent any benefits described in this Section 4.2 cannot be provided
pursuant  to the  appropriate  plan or program  maintained  for  Employees,  the
Company  shall  provide  such  benefits  outside  such  plan  or  program  at no
additional cost (including without limitation tax cost) to the Participant.

     4.3  Other  Benefits  Payable.  The cash lump sum and  continuing  benefits
described  in Section 4.2 above shall be payable in addition to, and not in lieu
of, all other  accrued or vested or earned but  deferred  compensation,  rights,
options or other benefits  which may be owed to a Participant  upon or following
termination,  including but not limited to accrued vacation or sick pay, amounts
or benefits payable under any bonus or other  compensation  plans,  stock option
plan,  stock  ownership plan,  stock purchase plan, life insurance plan,  health
plan, disability plan or similar or successor plan.

     4.4  Certain Additional Payments by the Company
          ------------------------------------------

          (A) Anything in this Plan to the contrary  notwithstanding  and except
          as set  forth  below,  in the  event it shall be  determined  that any
          payment or  distribution  by the  Company to or for the benefit of any
          Participant  (whether paid or payable or distributed or  distributable
          pursuant  to the  terms  of this  Plan or  otherwise,  but  determined
          without  regard  to  any  additional   payments  required  under  this
          Section4.4)  (a "Payment")  would be subject to the excise tax imposed
          by Section 4999 of the Code or any interest or penalties  are incurred
          by the  Participant  with respect to such excise tax (such excise tax,
          together  with  any  such  interest  and  penalties,  are  hereinafter
          collectively  referred to as the "Excise Tax"),  then the  Participant
          shall be  entitled  to receive  an  additional  payment  (a  "Gross-Up
          Payment") in an amount such that after payment by the  Participant  of
          all taxes (including any interest or penalties imposed with respect to
          such taxes), including,  without limitation, any income taxes (and any
          interest and  penalties  imposed with respect  thereto) and Excise Tax
          imposed upon the Gross-Up Payment,  the Participant  retains an amount
          of the  Gross-Up  Payment  equal to the  Excise Tax  imposed  upon the
          Payments.

          (B) Subject to the provisions of Section  4.4(C),  all  determinations
          required to be made under this Section 4.4, including whether and when
          a Gross-Up Payment is required and the amount of such Gross-Up Payment
          and the assumptions to be utilized in arriving at such  determination,
          shall be made by PWCoopers or such other certified  public  accounting
          firm as may be designated by the Participant (the "Accounting  Firm"),
          which  shall  provide  detailed  supporting  calculations  both to the
          Company and the Participant  within 15 business days of the receipt of
          notice  from the  Participant  that there has been a Payment,  or such
          earlier time as is  requested  by the  Company.  In the event that the


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          Accounting   Firm  is  serving  as   accountant  or  auditor  for  the
          individual,  entity or group  effecting  the  Change of  Control,  the
          Participant  shall appoint another  nationally  recognized  accounting
          firm to make the  determinations  required hereunder (which accounting
          firm shall then be referred to as the Accounting Firm hereunder).  All
          fees and expenses of the Accounting  Firm shall be borne solely by the
          Company.  Any Gross-Up Payment, as determined pursuant to this Section
          4.4 shall be paid by the Company to the  Participant  within five days
          of  the  receipt  of  the   Accounting   Firm's   determination.   Any
          determination by the Accounting Firm shall be binding upon the Company
          and the Participant. As a result of the uncertainty in the application
          of Section  4999 of the Code at the time of the initial  determination
          by  the  Accounting  Firm  hereunder,  it is  possible  that  Gross-Up
          Payments which will not have been made by the Company should have been
          made ("Underpayment"), consistent with the calculations required to be
          made  hereunder.  In the event that the Company  exhausts its remedies
          pursuant to Section 4.4(C) and the Participant  thereafter is required
          to make a  payment  of any  Excise  Tax,  the  Accounting  Firm  shall
          determine  the amount of the  Underpayment  that has  occurred and any
          such  Underpayment,  interest and penalties  shall be promptly paid by
          the Company to or for the benefit of the Participant.

          (C) The  Participant  shall notify the Company in writing of any claim
          by the Internal Revenue Service that, if successful, would require the
          payment by the  Company of the  Gross-Up  Payment.  Such  notification
          shall be given as soon as  practicable  but no later than ten business
          days after the  Participant  is  informed in writing of such claim and
          shall  apprize the Company of the nature of such claim and the date on
          which such claim is requested to be paid.  The  Participant  shall not
          pay such claim prior to the expiration of the 30-day period  following
          the date on which it gives such notice to the Company (or such shorter
          period  ending on the date that any  payment of taxes with  respect to
          such claim is due). If the Company notifies the Participant in writing
          prior to the expiration of such period that it desires to contest such
          claim, the Participant shall:

          (1)  give the  Company any  information  reasonably  requested  by the
               Company relating to such claim;

          (2)  take such action in connection  with contesting such claim as the
               Company  shall  reasonably  request in writing from time to time,
               including,  without  limitation,  accepting legal  representation
               with respect to such claim by an attorney  reasonably selected by
               the Company;

          (3)  cooperate  with the  Company  in good  faith in order to  contest
               effectively such claim; and

          (4)  permit the Company to participate in any proceedings  relating to
               such claim,  provided,  however,  that the Company shall bear and
               pay  directly  all  costs  and  expenses  (including   additional


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               interest and penalties)  incurred in connection with such contest
               and shall  indemnify  and hold the  Participant  harmless,  on an
               after-tax  basis,  for any Excise  Tax or income  tax  (including
               interest and penalties with respect  thereto) imposed as a result
               of such representation and payment of costs and expenses. Without
               limitation  on the foregoing  provisions of this Section  4.4(C),
               the Company  shall  control all  proceedings  taken in connection
               with such contest  and, at its sole  option,  may pursue or forgo
               any and all  administrative  appeals,  proceedings,  hearings and
               conferences  with the taxing  authority  in respect of such claim
               and may, at its sole option, either direct the Participant to pay
               the tax  claimed and sue for a refund or contest the claim in any
               permissible  manner, and the Participant agrees to prosecute such
               contest to a determination before any administrative tribunal, in
               a court  of  initial  jurisdiction  and in one or more  appellate
               courts, as the Company shall determine;  provided,  however, that
               if the Company  directs the Participant to pay such claim and sue
               for a  refund,  the  Company  shall  advance  the  amount of such
               payment to the Participant,  on an interest-free  basis and shall
               indemnify  and hold the  Participant  harmless,  on an  after-tax
               basis,  from any Excise Tax or income tax (including  interest or
               penalties  with  respect  thereto)  imposed  with respect to such
               advance or with  respect to any imputed  income  with  respect to
               such  advance;  and further  provided  that any  extension of the
               statute  of  limitations  relating  to  payment  of taxes for the
               taxable  year of the  Participant  with  respect  to  which  such
               contested  amount is claimed to be due is limited  solely to such
               contested  amount.  Furthermore,  the  Company's  control  of the
               contest  shall be  limited  to  issues  with  respect  to which a
               Gross-Up  Payment would be payable  hereunder and the Participant
               shall be  entitled  to settle or  contest as the case may be, any
               other issue raised by the Internal  Revenue  Service or any other
               taxing authority.

               (D)  If,  after  the  receipt  by the  Participant  of an  amount
          advanced by the Company  pursuant to Section  4.4(C),  the Participant
          becomes entitled to receive any refund with respect to such claim, the
          Participant  shall  (subject  to  the  Company's  complying  with  the
          requirements of Section 4.4(C)) promptly pay to the Company the amount
          of such refund  (together  with any interest paid or credited  thereon
          after  taxes  applicable  thereto).  If,  after  the  receipt  by  the
          Participant of an amount  advanced by the Company  pursuant to Section
          4.4(C),  a  determination  is made that the  Participant  shall not be
          entitled to any refund with respect to such claim and the Company does
          not notify the  Participant  in writing of its intent to contest  such
          denial  of  refund  prior  to the  expiration  of 30 days  after  such
          determination,  then such  advance  shall be forgiven and shall not be
          required to be repaid and the amount of such advance shall offset,  to
          the extent  thereof,  the amount of  Gross-Up  Payment  required to be
          paid.

     4.5 Payment Obligations Absolute. The obligations of the Company to pay the
Separation  Benefits  described  in  Section  4.2  and any  additional  payments


                                       12

<PAGE>



described  in Section 4.4 shall be absolute and  unconditional  and shall not be
affected by any  circumstances,  including,  without  limitation,  any  set-off,
counterclaim,  recoupment,  defense or other  right  which the  Company may have
against any  Participant.  In no event shall a Participant  be obligated to seek
other  employment  or take any other action by way of  mitigation of the amounts
payable to a Participant under any of the provisions of this Plan, nor shall the
amount of any  payment  hereunder  be  reduced by any  compensation  earned by a
Participant  as  a  result  of  employment  by  another   employer,   except  as
specifically provided in Section 4.2(C)(1).

                                    ARTICLE V
                                    ---------

                              SUCCESSOR TO COMPANY
                              --------------------

     This Plan  shall  bind any  successor  of the  Company,  its  assets or its
businesses (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise),  in the same manner and to the same extent that the Company would be
obligated under this Plan if no succession had taken place.

     In the  case of any  transaction  in  which a  successor  would  not by the
foregoing  provision or by  operation of law be bound by this Plan,  the Company
shall require such successor  expressly and  unconditionally to assume and agree
to perform the Company's  obligations under this Plan, in the same manner and to
the same  extent  that the  Company  would be  required  to  perform  if no such
succession had taken place. The term "Company", as used in this Plan, shall mean
the  Company as  hereinbefore  defined  and any  successor  or  assignee  to the
business or assets which by reason hereof becomes bound by this Plan.

                                   ARTICLE VI
                                   ----------

                       DURATION, AMENDMENT AND TERMINATION
                       -----------------------------------

     6.1  Duration.  If a Change of Control  has not  occurred,  this Plan shall
expire ten years from the  Effective  Date,  unless  extended for an  additional
period or periods by action of the Board.  If a Change of Control  occurs  while
this Plan is in effect,  this Plan shall  continue  in full force and effect and
shall not terminate or expire until after all  Participants  who become entitled
to any payments  hereunder  shall have  received  such  payments in full and all
adjustments required to be made pursuant to Section 4.4 have been made.

     6.2 Amendment or Termination. The Board may amend or terminate this Plan at
any  time;  provided,  that  this  Plan may not be  terminated  or  amended  (i)
following  a Change of  Control,  (ii) at the  request of a third  party who has
taken  steps  reasonably  calculated  to  effect a Change of  Control,  or (iii)
otherwise in connection with or in anticipation of a Change of Control,  in each
case, in any manner that could  adversely  affect the rights of any  Participant
without such Participant's express written consent.

     6.3 Procedure  for  Extension,  Amendment or  Termination.  Any  extension,



                                       13

<PAGE>



amendment  or  termination  of this  Plan by the  Board in  accordance  with the
foregoing  shall be made by action of the Board in accordance  with the Parent's
charter and by-laws and  applicable  law,  and shall be  evidenced  by a written
instrument  signed by a duly authorized  officer of the Parent,  certifying that
the Board has taken such action.

                                   ARTICLE VII
                                   -----------

                                  MISCELLANEOUS
                                  -------------

     7.1  Indemnification.  If a  Participant  institutes  any  legal  action in
seeking to obtain or enforce,  or is required to defend in any legal  action the
validity or  enforceability  of, any right or benefit provided by this Plan, the
Company will pay for all actual legal fees and expenses  incurred (as  incurred)
by such Participant, regardless of the outcome of such action.

     7.2  Employment  Status.  This  Plan  does not  constitute  a  contract  of
employment,  nor does it impose on the Participant or the Company any obligation
for  the  Participant  to  remain  an  Employee  or  change  the  status  of the
Participant's  employment or the Company's  policies  regarding  termination  of
employment.

     7.3 Named Fiduciary;  Administration. The Company is the named fiduciary of
the  Plan,  with  full  authority  to  control  and  manage  the  operation  and
administration of the Plan, acting through the Human Resources Division.

     7.4 Claim  Procedure.  If an  Employee or former  Employee  makes a written
request alleging a right to receive benefits under this Plan or alleging a right
to receive an  adjustment  in  benefits  being paid under the Plan,  the Company
shall treat it as a claim for  benefit.  All claims for  benefit  under the Plan
shall  be sent to the  Human  Resources  Division  of the  Company  and  must be
received  within  30  days  after  termination  of  employment.  If the  Company
determines that any individual who has claimed a right to receive  benefits,  or
different benefits, under the Plan is not entitled to receive all or any part of
the  benefits   claimed,   it  will  inform  the  claimant  in  writing  of  its
determination  and the reasons  therefor in terms calculated to be understood by
the  claimant.  The notice will be sent  within 90 days of the claim  unless the
Company determines additional time, not exceeding 90 days, is needed. The notice
shall make  specific  reference to the  pertinent  Plan  provisions on which the
denial is based,  and describe any additional  material or  information  that is
necessary.  Such notice shall,  in addition,  inform the claimant what procedure
the claimant should follow to take advantage of the review  procedures set forth
below in the event the claimant  desires to contest the denial of the claim. The
claimant may within 90 days thereafter submit in writing to the Company a notice
that the  claimant  contests  the denial of his or her claim by the  Company and
desires a further review. The Company shall within 60 days thereafter review the
claim and  authorize  the  claimant to appear  personally  and review  pertinent
documents  and submit  issues and comments  relating to the claim to the persons
responsible for making the  determination on behalf of the Company.  The Company
will render its final  decision  with specific  reasons  therefor in writing and
will  transmit  it to the  claimant  within 60 days of the  written  request for
review, unless the Company determines additional time, not exceeding 60 days, is


                                       14

<PAGE>



needed,  and so notifies the  Participant.  If the Company fails to respond to a
claim filed in accordance with the foregoing within 60 days or any such extended
period, the Company shall be deemed to have denied the claim.

     7.5 Arbitration. Any dispute or controversy arising out of or in connection
with this Plan or any alleged breach hereof which is not settled pursuant to the
provisions of Section 7.4, shall be settled by arbitration in New York, New York
pursuant  to the  rules  of the  American  Arbitration  Association.  If the two
parties cannot jointly select a single  arbitrator to determine the matter,  one
arbitrator shall be chosen by the American Arbitration  Association on behalf of
such parties.  The decision of the single  arbitrator  will be final and binding
upon the parties and the  judgment of a court of competent  jurisdiction  may be
entered thereon.  Fees of the arbitrator and costs of arbitration shall be borne
by the parties in such manner as shall be determined by the arbitrator.

     7.6 Unfunded  Plan  Status..  This Plan is intended to be an unfunded  plan
maintained  primarily for the purpose of providing  deferred  compensation for a
select group of management or highly compensated  employees,  within the meaning
of Section 401 of ERISA.  All  payments  pursuant to the Plan shall be made from
the  general  funds of the  Company  and no  special or  separate  fund shall be
established  or  other  segregation  of  assets  made  to  assure  payment.   No
Participant or other person shall have under any  circumstances  any interest in
any particular property or assets of the Company as a result of participating in
the Plan.  Notwithstanding  the  foregoing,  the  Company  may (but shall not be
obligated to) create one or more grantor trusts, the assets of which are subject
to the claims of the Company's creditors,  to assist it in accumulating funds to
pay its obligations under the Plan.

     7.7 Validity and Severability.  The invalidity or  unenforceability  of any
provision  of the Plan shall not affect the  validity or  enforceability  of any
other  provision of the Plan,  which shall remain in full force and effect,  and
any prohibition or  unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     7.8  Governing  Law.  The  validity,   interpretation,   construction   and
performance  of the Plan shall in all  respects  be  governed by the laws of New
York,  without  reference to principles of conflict of law, except to the extent
preempted by ERISA.


                                       15

<PAGE>




                                 ACKNOWLEDGMENT

     The undersigned Participant  acknowledges that he or she has carefully read
and fully  understood  all of the provisions of the KeySpan  Corporation  Senior
Executive  Change of Control  Severance Plan, as amended and restated  effective
February 23, 2006, and all Schedules  thereto (the "Plan") and is agreeing to be
bound by the terms and conditions of the Plan. The Participant acknowledges that
effective February 23, 2006, the Plan constitutes the entire plan and supercedes
any and all prior plans,  agreements,  understandings and arrangements,  oral or
written, with respect to the subject matter thereof.

     IN WITNESS WHEREOF,  the Participant has caused this  Acknowledgment  to be
executed and delivered this _____ day of _______________, 2006.

                                           Participant: __________________

                                           Name: ______________________










                                       16

<PAGE>


                                   SCHEDULE I
                                  Participants
                                  ------------



   NAME                                           BENEFIT LEVEL
   ----                                           -------------











                                       17