Exhibit 4.14-b


                                                                 EXECUTION COPY



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                             COMPANY LEASE AGREEMENT


                                     Between


                             KEYSPAN-PORT JEFFERSON
                               ENERGY CENTER, LLC

                                       and

                                 SUFFOLK COUNTY
                          INDUSTRIAL DEVELOPMENT AGENCY



                          Dated as of November 1, 2003

                                   $75,000,000
                  Suffolk County Industrial Development Agency
                      Industrial Development Revenue Bonds
                   (KeySpan-Port Jefferson Energy Center, LLC)
                                  Series 2003A


                      Affecting the Facility located at the
                Facility Realty described in Appendix A hereto in
                     the Town of Brookhaven, Village of Port
                          Jefferson, County of Suffolk
                              and State of New York




                              WINSTON & STRAWN LLP
                                 200 Park Avenue
                            New York, New York 10166
                       Attention: William F. Dudine, Esq.
                                File No. 81326.09



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------




<PAGE>


                             COMPANY LEASE AGREEMENT

     THIS COMPANY LEASE  AGREEMENT,  dated as of November 1, 2003 (this "Company
Lease"),  by and between  KEYSPAN-PORT  JEFFERSON ENERGY CENTER,  LLC, a limited
liability  company organized and existing under and by virtue of the laws of the
State of Delaware,  having its principal office at c/o KeySpan Corporation,  One
MetroTech  Center,  Brooklyn,  New York  11201,  party of the  first  part  (the
"Company"),  and SUFFOLK COUNTY INDUSTRIAL  DEVELOPMENT AGENCY,  Hauppauge,  New
York, a corporate  governmental agency constituting a body corporate and politic
and a public benefit  corporation  duly organized and existing under the laws of
the State of New York (the  "Agency"),  having  its  principal  office at H. Lee
Dennison  Building,  100 Veterans Memorial Highway,  Hauppauge,  New York 11788,
party of the second part (the "Agency")  (capitalized terms used in the recitals
to and within this Company Lease and not otherwise defined herein shall have the
respective meanings assigned to such terms in the Indenture referred to below):

                              W I T N E S S E T H:

     WHEREAS, the New York State Industrial Development Agency Act, constituting
Title  1 of  Article  18-A  of the  General  Municipal  Law,  Chapter  24 of the
Consolidated  Laws of New  York,  as  amended  (the  "Enabling  Act")  has  been
heretofore enacted by the Legislature of the State of New York for the purposes,
among others, of providing for the creation of industrial  development  agencies
in the several counties, cities, villages and towns in the State of New York, to
promote, develop, encourage,  assist and advance the job opportunities,  health,
general  prosperity and economic  welfare of the people of the State of New York
and to improve their prosperity and standard of living; and

     WHEREAS, the Agency has been heretofore established under said Enabling Act
pursuant to Chapter 675 of the 1975 Laws of New York, as amended  (together with
the Enabling  Act, the "Act"),  and is  authorized  to acquire real property and
interests therein,  buildings and other  improvements  thereon and machinery and
equipment in connection therewith for the purposes set forth above, and to lease
the same as herein more particularly described; and

     WHEREAS,  the  Agency  is  further  authorized  by  the  Act to  issue  its
industrial  development  revenue  bonds  payable  solely from and secured by the
revenues derived from the leasing of the land,  buildings and other improvements
and the machinery and equipment so acquired; and

     WHEREAS,  the Company and KeySpan have entered into  negotiations  with the
Agency in  connection  with a "project"  as such term is defined in the Act (the
"Project")  consisting  of the  refinancing  of certain  costs  incurred  by the
Company in connection with the acquisition and  construction of an approximately
5,390 square foot building and the acquisition and  installation  therein of two
single  cycle  generating  units to be used by the  Company  for the  purpose of
providing an aggregate of approximately 79 megawatts to the existing Long Island
electric grid (the "Facility"); and

     WHEREAS,  the Facility is located on an existing 1.5 acre site known as The
Port Jefferson Energy Center, and located on the western shore of Port Jefferson
Harbor at the  terminus of Beach Street  (approximately  0.5 miles north of West
Broadway),  in the Town of  Brookhaven,  in the Village of Port  Jefferson  (the
"Facility Realty") as more particularly described in Appendix A hereto; and

     WHEREAS,  the Agency has  determined  that Agency  financing  assistance is
necessary  to provide  employment  in, and is  beneficial  for the  economy  and
prosperity of, the inhabitants of Suffolk County and is reasonably  necessary to
induce the Company to proceed with the Project; and

<PAGE>


     WHEREAS,  as a result of such  negotiations,  the Company has requested the
Agency to issue its bonds in the aggregate  principal  amount of  $75,000,000 to
finance a portion of the costs of the Project; and

     WHEREAS,  the  Agency  adopted a bond  resolution  on  November  20,  2003,
authorizing the Project and the issuance of its industrial  development  revenue
bonds to  finance a portion  of the costs of the  Project,  the  leasing  of the
Facility to the Agency and the  subleasing  of the  Facility to the Company (the
"Bond Resolution"); and

     WHEREAS,  contemporaneously  with the execution of this Company Lease,  the
Agency and the Company have entered into a Lease Agreement of even date herewith
(herein referred to as the "Lease Agreement"),  providing for the financing of a
portion  of the  costs of the  Project  by the  Agency  and the  leasing  of the
Facility to the Company; and

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants and representations  hereinafter contained, the Company and the Agency
hereby agree as follows:

                                   ARTICLE 1.

     The Company hereby leases to the Agency,  and the Agency hereby leases from
the  Company,  the  Facility  described  in  Appendix  A hereto,  including  all
improvements  thereto  and  equipment  now  or  hereafter  located  therein  but
excluding the Lessee's Property as defined in the Lease Agreement,  for the term
herein  provided  and for use as  provided  in the  Lease  Agreement.  It is the
intention  of the Company and the Agency that the Agency  shall have a leasehold
interest  in  all  improvements  hereafter  constructed  by the  Company  at the
Facility (other than the Lessee's Property) as and when the same are constructed
thereon.  Accordingly,  the Company and the Agency  agree that the Agency  shall
hold leasehold title to all improvements hereafter constructed by the Company at
the Facility, together with all equipment used or procured for use in connection
therewith (other than the Lessee's Property).

                                   ARTICLE 2.

     The term of this  Company  Lease  shall  commence  on the date of  original
issuance  of the Bonds and expire on the earlier of (i) the date the Bonds shall
have been paid in full in accordance with Article X of the Indenture or (ii) the
termination of the Lease Agreement.

                                   ARTICLE 3.

     The rental  hereunder shall be one dollar ($1),  receipt of which is hereby
acknowledged by the Company.

                                   ARTICLE 4.

     The Company hereby delivers possession of the Facility to the Agency.

                                   ARTICLE 5.

     The Company  represents and warrants that it owns fee title to the Facility
and has full right and lawful authority to enter into this Company Lease for the
full term hereof, that the execution, delivery and performance by the Company of
this Company Lease and the consummation of the transactions  herein contemplated


                                       2
<PAGE>


have been duly authorized by all requisite  corporate  action on the part of the
Company and will not violate (i) any  applicable  provision of law, or any order
of any court or agency of government  having  jurisdiction  thereover,  (ii) the
articles of  organization  or operating  agreement of the Company,  or (iii) any
indenture,  agreement  or other  instrument  to which the  Company is a party or
which it or any of its  property  is subject  to or bound by, or be in  conflict
with or result in a breach of or  constitute  (with due notice  and/or  lapse of
time)  a  default  under  any  such  material  indenture,   agreement  or  other
instrument,  which violation,  conflict, breach or default would have a material
adverse  effect upon the  affairs,  assets,  properties,  business or  financial
condition of the Company.  The Company covenants and agrees that, so long as the
Lease Agreement  shall be in full force and effect,  the Agency shall have, hold
and  enjoy a valid  leasehold  estate in the  Facility,  and the  Company  shall
whenever necessary take all necessary action to that end.

                                   ARTICLE 6.

     The  Agency  represents  and  warrants  that it has full  right and  lawful
authority to enter into this Company Lease for the full term hereof.

                                   ARTICLE 7.

     Except  as  otherwise  permitted  by  Sections  6.1 or  9.3  of  the  Lease
Agreement,  neither the Agency nor the Company shall (i) assign or transfer this
Company  Lease,  nor  sublease the whole or any part of the Facility nor subject
this Company Lease to any lien, claim, mortgage,  encumbrance or servitude other
than Permitted  Encumbrances,  in any manner, nor (ii) sell,  assign,  convey or
otherwise dispose of the Facility or any part thereof (other than a release of a
portion of the Facility pursuant to Section 6.4 of the Lease Agreement),  during
the term of this Company Lease,  in any manner,  to any Person,  except that the
Agency shall (y) assign its interest hereunder to the Trustee as contemplated by
the Indenture and (z) sublease the Facility to the Company pursuant to the Lease
Agreement  for a term not greater than the term herein  provided and the Company
may sell,  sublease or  otherwise  dispose of all or portions of the Facility in
accordance with the Lease Agreement.

                                   ARTICLE 8.

     Except for the Security  Documents,  this Company Lease contains the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and all prior negotiations and agreements are merged in this Company Lease. This
Company Lease may not be changed, modified or discharged in whole or in part and
no oral or executory agreement shall be effective to change, modify or discharge
in whole or in part this  Company  Lease or any  obligations  under this Company
Lease,  unless such agreement is set forth in a written  instrument  executed by
the  Company and the  Agency.  No consent or  approval  of the Company  shall be
deemed  to have been  given or to be  effective  for any  purposes  unless  such
consent  or  approval  is set  forth in a  written  instrument  executed  by the
Company. No consent or approval of the Agency shall be deemed to have been given
or to be effective for any purposes unless such consent or approval is set forth
in a written instrument executed by the Agency.


                                       3
<PAGE>


                                   ARTICLE 9.

     All  notices  required to be given or  authorized  to be given by any party
pursuant  to this  Company  Lease  shall  be in  writing  and  shall  be  served
personally or sent by hand delivery or overnight  delivery by a national courier
service, addressed as follows:

If to the Agency:              Suffolk County Industrial Development Agency
                               H. Lee Dennison Building
                               100 Veterans Memorial Highway
                               Hauppauge, New York 11788
                               Attention: Administrative Director

If to the Company:             KeySpan-Port Jefferson Energy Center, LLC
                               c/o KeySpan Corporation
                               One MetroTech Center
                               Brooklyn, New York 11201
                               Attention:  Treasurer (with a copy to
                               the General Counsel at the same address)

     The Agency and the Company  may, by like notice,  designate  any further or
different  addresses to which  subsequent  notices  shall be sent. A copy of any
notice given to the Agency or the Company under this Company Lease shall also be
given to the Trustee at the address indicated in Section 13.03 in the Indenture.
All notices,  certificates  and other  communications  hereunder shall be deemed
given on the date such notices,  certificates or other  communication are served
personally or sent, if sent by hand delivery,  or on the following Business Day,
if sent by overnight delivery.

                                   ARTICLE 10.

     THIS COMPANY LEASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  GIVING EFFECT TO THE  PRINCIPLES OF
THE CONFLICTS OF LAWS THEREOF.

     The terms of this Company  Lease are and shall be binding upon and inure to
the benefit of the Agency and the Company and their  respective  successors  and
assigns.

     If any one or more of the  provisions  of this Company Lease shall be ruled
invalid  by  any  court  of  competent  jurisdiction,  the  invalidity  of  such
provisions(s) shall not affect any of the remaining  provisions hereof, but this
Company  Lease shall be  construed  and  enforced as if such  illegal or invalid
provision had not been contained herein.

                                   ARTICLE 11.

     This  Company  Lease shall become  effective  upon the date of the original
issuance  of  the  Bonds.   It  may  be   simultaneously   executed  in  several
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute but one and the same instrument.


                                       4
<PAGE>


                                   ARTICLE 12.

     All covenants,  stipulations,  promises,  agreements and obligations of the
Agency or the Company,  as applicable,  contained in this Company Lease shall be
deemed to be the covenants,  stipulations,  promises, agreements and obligations
of the  Agency  and the  Company,  as the  case may be,  and not of any  member,
director,  officer, employee or agent of the Agency or the Company in his or her
individual capacity, and no recourse shall be had for the payment of any amounts
hereunder against any member, director, officer, employee or agent of the Agency
or the Company. In addition,  in the performance of the agreements of the Agency
herein contained, any obligation it may incur for the payment of money shall not
subject the Agency to any pecuniary or other  liability nor create a debt of the
State of New York or of the County of Suffolk  and neither the State of New York
nor the County of Suffolk shall be liable on any obligation so incurred, but any
such obligation  shall be payable solely out of the lease rentals,  revenues and
receipts  derived  from or in  connection  with the  Facility and payable to the
Agency by the Company under the Lease Agreement.

                                   ARTICLE 13.

     The Agency and the Company  agree that this  Company  Lease or a memorandum
hereof shall be recorded by the Agency in the appropriate office of the Register
of Suffolk County.

                                   ARTICLE 14.

     The use of the  Facility  and all other  rights,  duties,  liabilities  and
obligations  of the Company and the Agency with respect  thereto and the Project
to be constructed,  leased and operated and the financing thereof,  not fixed in
this Company Lease, shall be as set forth in the Lease Agreement.

                                   ARTICLE 15.

     The Company,  in compliance with Section 13 of the Lien Law, covenants that
the Company will receive the consideration for this conveyance and will hold the
right to receive such  consideration  in a manner  consistent with Section 13 of
the Lien Law.












                                       5
<PAGE>



     IN  WITNESS  WHEREOF,  the  Company  has caused  its  corporate  name to be
subscribed hereto by its Authorized Representative and the Agency has caused its
name  to be  hereunto  subscribed  by  its  duly  authorized  Chairperson,  Vice
Chairperson, Executive Director or Administrative Director, all being done as of
the year and day first above written.

                                      KEYSPAN-PORT JEFFERSON ENERGY CENTER, LLC



                                      By: /s/
                                          -----------------------------
                                          Michael Nilsen
                                          Vice President and Treasurer




                                      SUFFOLK COUNTY INDUSTRIAL
                                      DEVELOPMENT AGENCY



                                      By: /s/
                                          -----------------------------
                                          Bruce E. Ferguson
                                          Administrative Director










                                       6
<PAGE>





                                   APPENDIX A

                             DESCRIPTION OF FACILITY
                             -----------------------


     The  Facility  means the  refinancing  and  reimbursing  of  certain  costs
incurred by the Lessee in connection with the acquisition and construction of an
approximately  5,390 square foot building and the acquisition  and  installation
therein of two single  cycle  generating  units to be used by the Lessee for the
purpose of providing an aggregate of  approximately 79 megawatts to the existing
Long Island electric grid.

     Said building and  generating  units are located on that certain lot, piece
and parcel of land described in the legal description attached hereto.