Exhibit 10.27

                  AMENDED DIRECTORS' DEFERRED COMPENSATION PLAN
                                       OF
                               KEYSPAN CORPORATION



On December 20, 2001 the Board of Directors of KeySpan Corporation ("KeySpan" or
the "Corporation") adopted this amended Directors' Deferred Compensation Plan
(the "Plan") commencing January 1, 2002. The Directors' Deferred Compensation
Plan was originally adopted on June 26, 1998 with an effective date of June 1,
1998, and subsequently amended on December 21, 2000. The terms of the amended
Plan are set forth below.

1.       Purpose of the Plan

         The purpose of the Plan is to provide a method for Directors who are
not currently employees of KeySpan to acquire a proprietary interest in the
Corporation and to further align the interests of the Directors with the
Corporation's shareholders. It is intended that the Plan will meet the
requirements of Rule 16b-3 promulgated under Section 16(b) of the Securities
Exchange Act of 1934, as amended, and the Plan shall be interpreted accordingly.

2.       Definitions

          (a) "Annual Stock Grant" shall mean the number of stock equivalents of
     KeySpan  common stock that may be awarded,  as determined by the Board,  to
     each Participant and deferred under this Plan.

          (b)  "Beneficiary"  shall mean a person or entity determined to be the
     Participant's beneficiary pursuant to Section 11 hereof.

          (c) "Board of  Directors" or "Board" shall mean the Board of Directors
     of KeySpan Corporation.

          (d) "Cash Equivalent  Account" shall mean the bookkeeping  account set
     up for each Participant  electing to defer amounts not converted into stock
     equivalents hereunder.

          (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (f)  "Compensation"  shall mean the cash remuneration as determined by
     the  Board  to  be  paid  to  a  Participant  in   consideration   of  such
     Participant's  service  as  a  Director,  including  the  annual  retainer,
     committee  chairman  retainer and meeting fees,  but not including  amounts
     representing  reimbursement  of expenses.  (g)  "Corporation" or "KeySpan "
     shall mean KeySpan Corporation,  the sponsor of this Plan or its successors
     or assigns.

          (h)  "Director"  shall mean any  non-employee  director or  consulting
     director of the  Corporation,  or any  non-employee  director or consulting
     director  of any  subsidiary  of the  Corporation  that  is  authorized  to
     participate in this Plan.

          (i) "Effective Date" shall mean June 1, 1998.

          (j) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
     amended.

          (k)  "Participant"  shall mean a Director of the  Corporation  (or any
     authorized  subsidiary of the  Corporation  which by action of its Board of
     Directors may adopt and join this Plan on behalf of its eligible  directors
     after  the  Effective  Date)  and who is not at the  time of  reference  an
     employee of the Corporation or any subsidiary of the Corporation.

          (l) "Plan" shall mean this Directors'  Deferred  Compensation  Plan of
     KeySpan Corporation.

          (m)  "Prior   Deferred  Plan"  shall  mean  the  Directors'   Deferred
     Compensation  Plan of KeySpan Energy  Corporation  or the Directors'  Stock
     Unit Retainer Plan of the Long Island  Lighting  Company as in effect prior
     to May 28, 1998.

          (n) "Stock Equivalent Account" shall mean a book account maintained by
     KeySpan  reflecting the stock equivalents of KeySpan common stock allocated
     to the  Participant as a result of the deferral of  Compensation  or Annual
     Stock Grant and any such  additional  stock  equivalents  of KeySpan common
     stock as shall be credited  thereto in respect of dividends paid on KeySpan
     common stock pursuant to Section 5(d).

3.       Participation

         Directors of the Corporation or any authorized subsidiary of the
Corporation shall participate in the Plan as of the Effective Date. All future
Directors shall commence participation in the Plan immediately upon becoming a
Director. Employee directors shall not be eligible to participate in this Plan.

4.       Form of Elections

         Each Participant shall execute an election form for each calendar year
in which the Plan is in force. Each election form shall state the percentage by
which the Participant's Compensation shall be reduced and shall state whether
Participant elects to purchase stock equivalents under paragraph 5(a)(i) hereof
or shares under paragraph 5(a)(ii), or to defer cash pursuant to paragraph 6.
The Mandatory Contribution pursuant to section 5 must be allocated to either
stock equivalents under paragraph 5(a)(i) or shares under paragraph 5(a)(ii).
Additional elections, above and beyond the Mandatory Contribution, may be made
in 5% increments and a Participant may elect any form or combination of forms in
Paragraph 5 or Paragraph 6.

                  (i) The deferral election shall be in the form required by the
Corporation and shall be delivered to the Corporation no later than December 31
of the calendar year immediately preceding the calendar year for which the
deferral election is made.

5.   Mandatory Stock Contribution,  Stock Equivalent Account, and Maintenance of
     Stock Equivalent Accounts

         (a) Each Participant shall invest a minimum of fifty percent (50%)(the
"Mandatory Contribution") and may elect up to 100% of Compensation to purchase
either stock equivalents under this Plan (which would be tax deferred) or shares
under the KeySpan Investor Program (which would not be tax deferred).
Additionally, a Participant may receive one hundred percent (100%) of the Annual
Stock Grant, if applicable, in stock equivalents under this Plan, as determined
by the Board of Directors from time to time.

                  (i) Participant stock equivalents shall be credited to the
Stock Equivalent Account in the name of such Participant on the last trading
date of the calendar month in which the amounts are paid. Each stock equivalent
shall be in the form of an unfunded bookkeeping entry and shall represent one
full or fractional share of the common stock of the Corporation. No actual
shares of common stock or certificates thereof shall be purchased or held under
the Plan.

                  (ii) If a Participant elects to receive shares, Participant
will be enrolled in the KeySpan Investor Program and will be subject to all
terms and conditions of that Program.

         (b) The number of stock equivalents or shares credited pursuant to
Section 5(a) shall be determined by utilizing the lowest of either (i) the
average of the high and low price per share of KeySpan common stock on the first
trading day of the calendar quarter or (ii) the average of the high and low
price per share of KeySpan common stock on the last trading day of the calendar
quarter, in which the contributions are received. Such stock equivalents are to
be computed to three decimal places and credited as of the first business day of
the quarter following the quarter in which such credits shall have occurred.

         (c) Each Participant account will be credited (as of the pertinent
date) with an amount equivalent to the amount of any dividend payable on KeySpan
shares for each stock equivalent or fraction of an equivalent in the
Participant's Stock Equivalent Account as of such date ("Dividend Equivalent").
Such Dividend Equivalent will be determined by the actual dividend paid from
time to time in respect of KeySpan issued and outstanding common stock.

         (d) Dividend Equivalents as described in paragraph (c) above shall be
credited to the Participant's Stock Equivalent Account as of the dividend
payment date in the form of as many additional stock equivalents (and any
fractions of a stock equivalent computed to three decimal points) as could be
purchased with such Dividend Equivalents based on the average of the high and
low price per share of KeySpan common stock on such dividend payment date or, if
no trading occurs on such stock on the dividend payment date, on the trading day
immediately succeeding such date.

         (e) In the event that the number of outstanding shares of KeySpan
common stock shall be changed by reason of stock split-ups, combinations,
recapitalizations, mergers, consolidations, spin-offs or the like, the Board
shall make such adjustments as it deems appropriate in the number of stock
equivalent units credited to the Stock Equivalent Accounts hereunder.

6.       Cash Equivalent Account, Interest

         (a) Deferral amounts elected to be deferred into the Cash Equivalent
Account shall be accrued by KeySpan to a bookkeeping account as of the date
payment of such amounts would have been made by the Corporation. The
establishment of such Cash Equivalent Account is solely for bookkeeping purposes
and shall not represent amounts held in trust or a segregation of the assets of
the Corporation or any form of funding of the deferred compensation. Each
Participant shall receive periodic reports setting forth the amounts credited to
his or her Cash Equivalent Account.

         (b) An amount representing interest into the Cash Equivalent Account
shall be accrued monthly at a rate equal to the prime interest rate as set forth
by The Chase Manhattan Bank (or any successor thereto) effective as of the first
day of such calendar month. Such amount shall be credited to the Participant's
Cash Equivalent Account.

7.       Prior Deferred Plans

         Each Participant who was a participant in a Prior Deferred Plan shall
have an allocation made to the Participant's Stock Equivalent Account of a
number of stock equivalents of KeySpan stock determined as if such Participant
were a shareholder of either the Long Island Lighting Company or KeySpan Energy
Corporation, as the case may be, on May 28, 1998 with respect to the number of
stock equivalents credited in such Prior Deferred Plans. Any amounts of cash
equivalents with respect to a Participant held in a Prior Deferred Plan shall be
allocated to the Cash Equivalent Account of the Participant under this Plan as
of the Effective Date.

8.       Transfer Between Cash Equivalent Account and Stock Equivalent Account

         Prior to the first day of each calendar year, a Participant, by giving
written notice to the Corporation, may transfer all or any portion of the
balance in his or her Cash Equivalent Account into his or her Stock Equivalent
Account using the price for the Corporation's common stock determined under
Section 5(b).


9.       Form and Timing of Payment

         (a) No payments under this Plan shall be made to a Participant
hereunder prior to retirement, death or termination of service as a Director.

         (b) Upon retirement, death or termination of service as a Director (the
"Distribution Event") all stock equivalents in the Participant's Stock
Equivalent Account will be converted to cash based on the closing price of the
Corporation's common stock on the last trading day of the month in which the
Distribution Event occurs. This converted amount will be transferred to the
Participant's Cash Equivalent Account and will be aggregated with any existing
balance in the Participant's Cash Equivalent Account (collectively, the
"Distribution Account"). The Distribution Account will be paid in accordance
with the Participant's form of election pursuant to subparagraph (c) below.

         (c) A Participant may request a distribution of the Distribution
Account described in paragraph (b) by electing either of the following
distribution options (i), (ii) or (iii) below:


     (i)  a lump  sum in cash  to the  Participant  as soon as  administratively
          feasible   after  the   Distribution   Event   that   determines   the
          Participant's right to receive payment.



     (ii) deferral  of the  Distribution  Account  for up to 5 years  after  the
          Distribution Event.  During the additional  deferral period,  interest
          shall be credited on the Distribution  Account,  accrued monthly, at a
          rate equal to the prime rate as set forth by The Chase  Manhattan Bank
          (or any successor bank) effective as of the first day of such calendar
          quarter and credited to the Participant's Distribution Account. At the
          end  of the  additional  deferral  period,  the  Distribution  Account
          balance will be paid in a lump sum in cash

     (iii)the  Participant  may elect to  receive  payment  of the  Distribution
          Account in equal  annual  installments,  the number of which  shall be
          specified in writing by the Participant by the date stated above,  but
          in no event shall such number exceed 10. Interest shall be credited on
          the unpaid Distribution Account accrued monthly at a rate equal to the
          prime rate as set forth by The Chase  Manhattan Bank (or any successor
          bank)  effective  as of the first  day of such  calendar  quarter  and
          credited to the Participant's Cash Equivalent Account.


          (a) The election of the  distribution  form in  paragraph  (c) must be
     delivered to the  Corporation no later than December 31st of the year prior
     to the Distribution Event.

10.      No Forfeitures

         Each Participant's benefits hereunder shall be non-forfeitable.


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11.      Beneficiary

         Each Participant shall have the right to designate in writing from time
to time a Beneficiary or Beneficiaries by filing a written notice of such
designation with the Corporation. In the event a Beneficiary designated by the
Participant does not survive the Participant and no successor Beneficiary is
selected, or in the event no valid designation has been made, such Participant's
Beneficiary shall be such Participant's estate. In the event the Participant's
Beneficiary is the Participant's estate, no payment shall be made unless the
Corporation shall have been furnished with such evidence as the Corporation may
deem necessary to establish the validity of the payment.

12.      Funding of the Plan

         The Plan in unfunded, and the amounts credited to each Participant's
Stock Equivalent Account, Cash Equivalent Account and Distribution Account and
the benefits payable in respect thereof represent merely unfunded, unsecured
promises of KeySpan to pay a sum of money to the Participant in the future.

13.      Alienation of Benefits Prohibited

         No transfer (other than a transfer made by will or by the laws of
descent and distribution) by a Participant of any right to any payment
hereunder, whether voluntary or involuntary, by operation of law or otherwise,
and whether by means of alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachments, charge, or encumbrance of any kind, shall vest
the transferee with any interest or right and any attempt to so alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any such amount,
whether presently or thereafter payable, shall be void and of no force or
effect.

14.      Counterparts

         Any direction to defer amounts associated with this Plan may be
executed in two or more counterparts, any one of which shall be deemed an
original without reference to the others.

15.      Termination or Amendment

         The Plan may be terminated at any time by the Board of Directors. The
Plan may be amended by the Board of Directors from time to time in any respect;
provided, however, except to the extent any amendment is necessary to assure
continued exemption under Rule 16b-3 promulgated under Section 16 of the
Exchange Act and that each of the Participants remain an "outside director"
within the meaning of Section 162(m) of the Code, no such amendment may reduce
the amounts accrued to any Participant's Stock Equivalent Account or Cash
Equivalent Account without the affected Participant's prior written consent.

         Subject to the preceding paragraph, the Board may delegate to the
officers of the Corporation the right to amend the Plan for the purposes of
clarifying or finalizing the Plan and such amendments shall be effective without
further action of the Board.

16.      Choice of Law

         The Plan and all rights hereunder shall be subject to and interpreted
in accordance with the laws of the State of New York, without reference to the
principles of conflicts of law.