Exhibit 10.20







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

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











As amended and Restated
Effective (October 29, 2003)







<PAGE>




                                  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 October 30, 2003.


                                        2

<PAGE>




                                    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 (October 29, 2003) 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.

     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.


                                        3

<PAGE>


     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



                                        4

<PAGE>



          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
          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 such 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
     for 180 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.


                                        5

<PAGE>


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

     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.

                                        6

<PAGE>



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

     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.


                                        7

<PAGE>



     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,
a cash lump sum as set forth in subsection (B) below and the continued  benefits
set forth in subsection (C) below.

     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  Participant'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 product 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


                                        8

<PAGE>



               (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  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


                                        9

<PAGE>



               (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 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.


                                       10

<PAGE>



     (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 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  apprise  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;


                                       11

<PAGE>




     (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 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.


                                       12

<PAGE>


     (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
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.


                                       13

<PAGE>



                                   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,
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.




                                       14

<PAGE>


     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
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.

                                       15

<PAGE>


     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.




















                                       16

<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
October 29, 2003,  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  October 29, 2003, 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 _______________, 2004.

                                              Participant: __________________

                                              Name: ______________________











                                       17

<PAGE>


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



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




















                                       18

<PAGE>