EMPLOYMENT AGREEMENT


This Employment Agreement  ("Agreement") is amended and restated effective March
1, 2001 (the "Amendment  Date") by and between KeySpan  Corporation  ("KeySpan")
and its successors, with its principal office at One MetroTech Center, Brooklyn,
New York 11201 ("Company"),  and Craig G. Matthews, 17 Wynwood Road, Chatham, NJ
07928 ("Employee") with such amendments and restatements to the September 1,1999
Employment Agreement between Company and Employee (the "1999 Agreement").

                                    ARTICLE I

                  WHEREAS,  the Company wishes to continue the employment by the
Company of the Executive,  and the Executive wishes to serve the Company, in the
capacities and on the term and conditions set for in the 1999 Agreement and this
Agreement;

         NOW, THEREFORE, it is hereby agreed as follows:


                  Employment Period; Positions and Duties; Etc.
                               --------------------------------------------


1.1      Employment Period

         The Company shall employ the Executive,  and the Executive  shall serve
the Company,  on the terms and conditions set forth in this  Agreement,  for the
period beginning on March 1 2001 and ending on March 1 2003; or at the option of
the Executive, until August 31, 2003 (the "Employment Period").

1.2      Positions and Duties

(A) While employed  hereunder,  Craig G. Matthews shall serve as Vice Chairman &
Chief Operating Officer, or any other such title that is equivalent or higher in
responsibility and status,  reporting directly to R.B. Catell, Chairman and CEO,
KeySpan, having such duties and responsibilities  commensurate with the position
of Vice Chairman & Chief Operating  Officer.  The Executive will also serve as a
member of the KeySpan Board of Directors.

(B) While  employed  hereunder,  Craig G.  Matthews  shall  serve on key  senior
strategy  committees,  such  as  the  Strategic  Directions  Committee  (Holding
Company, as member & Utility, as Chairman),  the Executive Committee of the SDC,
the Investment Review Committee, etc.

(C) While  employed  hereunder,  Employee  shall (i) devote all of his  business
time, attention,  skill and efforts to the faithful and efficient performance of
his duties hereunder; Employee may engage in the following activities so long as
they do not interfere in any material respect with the performance of Employee's
duties and responsibilities hereunder: (i) serve on corporate, civic, religious,
educational  and/or charitable boards or committees and (ii) manage his personal
investments.

1.3      Place of Employment

Employee's  place of employment  hereunder  shall be at the Company's  principal
executive  offices  (or other  offices as  appropriate)  in the greater New York
Metropolitan area.


                                   ARTICLE II

                            Compensation and Benefits

2.1      Base Salary

For services rendered by Employee under this Agreement, the Company shall pay to
Employee an annual base salary ("Base  Salary") no less than  $600,000,  payable
monthly.

2.2      Incentive Compensation & Restricted Stock

A. During the Employment  Period,  the Executive shall participate in short-term
incentive  compensation  plans  ("Annual  Incentive  Compensation  & Gainsharing
Plan") and/or long-term  incentive  compensation  plans ("Long-Term  Performance
Incentive  Compensation  Plan") providing him with the opportunity to earn, on a
year-by-year  basis,  short-term and long-term  incentive  compensation at least
equal to the amounts that he had the  opportunity  to earn under the  comparable
plans of KeySpan as in effect as of February 28, 2001.

B. This  Agreement  confirms  the  February  13, 2001 grant of 20,000  shares of
restricted stock, which restrictions lapse upon retirement, but not earlier than
March 1, 2003. These shares are in addition,  to the 10,000 shares of restricted
stock granted in the 1999  Agreement  with a restriction  period that expires on
August 31, 2003.


2.3      Perquistes

During  the  Employment  Period,  the  Executive  shall be  entitled  to receive
perquisites as provided for under the KeySpan Perquisites Program.


2.4      Other Benefits

During the Employment  Period, the Executive shall be entitled to participate in
all applicable benefit plans, saving and retirement plans,  practices,  policies
and programs of the Company to the same extent as other senior executives.

2.5      Death or Disability

The Company shall be entitled to terminate the Executive's employment because of
the Executive's Disability during the Employment Period. "Disability" means that
(i) the  Executive  has been  unable,  for a period of one hundred  eighty (180)
consecutive  business  days,  to  perform  the  Executive's  duties  under  this
Agreement,  as a result of  physical  or mental  illness or  injury,  and (ii) a
physician  selected  by the  Company  or its  insurers,  and  acceptable  to the
Executive or the  Executive's  legal  representative,  has  determined  that the
Executive's  incapacity is total and permanent. A termination of the Executive's
employment by the Company for Disability  shall be communicated to the Executive
by written notice,  and shall be effective on the 30th day after receipt of such
notice by the Executive (the "Disability  Effective Date"), unless the Executive
returns to full-time performance of the Executive's duties before the Disability
Effective Date.


2.6      Change Of Control

In the event that  Executive's  employment is terminated  within the time period
and under conditions giving rise to the payment of severance  benefits under the
KeySpan Energy Senior  Executive  Change of Control  Severance Plan  ("Severance
Plan"), as well as the payment of severance  benefits under Sections 3.3 and 4.4
of this Agreement,  the Executive shall be entitled to severance  benefits under
the Severance  Plan or under  severance  benefits in this  Agreement,  whichever
benefits are greater.


                                   ARTICLE III

                            Termination of Employment

3.1      Termination by Employee

Employee may, at any time prior to the end of the Employment  Period,  terminate
employment hereunder for any reason by delivering a Notice of Termination to the
KeySpan  Board of  Directors  ("Board").  The  Employee  is  required to give 30
calendar days notice.

3.2      Termination by the Company

This agreement  shall terminate and the Employee's  employment  shall cease upon
any of the following:  (a) mutual agreement of the Employee and the Company; (b)
death or  disability  (at the  expiration of the 180 day period as defined under
"Disability") of the Employee; or (c) in the discretion of the Board, Good Cause
for termination.

Good Cause for termination  ("Good Cause") shall mean Employee's:  (i) breach of
the terms in paragraphs 1.2, or Article IV of this agreement,  (ii) conduct that
constitutes  dishonesty or knowing and willful breach of fiduciary  duty;  (iii)
insubordination  or refusal to perform assigned duties or comply with directions
of the Board; (iv) conviction by a court of competent jurisdiction or entry of a
plea of no contest for a crime involving any act of moral turpitude or unlawful,
dishonest, or unethical conduct that a reasonable person would consider damaging
to the  reputation  of the Company or improper  and  unacceptable  conduct by an
Employee  thereof;  or. (v) continued  material  failure or inability to achieve
required  performance results or perform in a competent manner following written
notice and opportunity to improve performance.

If the Executive's employment is terminated by the Company for Good Cause during
the  Employment  Period,  the Company shall pay the  Executive,  the Annual Base
Salary  through  the Date of  Termination  and the  amount  of any  compensation
previously  deferred by the  Executive  (together  with any accrued  interest or
earnings  thereon),  in each case to the  extent not yet paid,  and the  Company
shall have no further  obligations under this Agreement,  except as specified in
Section 3.3 below. If the Executive voluntarily terminates employment during the
Employment Period, other than for Good Reason, the Company shall pay the Accrued
Obligations,  as defined  below,  to the  Executive in a lump sum in cash within
(30) days of the Date of  Termination,  and the  Company  shall  have no further
obligations under this Agreement, except as specified in Section 2.4 and Section
4.3 below.


3.3      Severance Benefits

The following  provisions shall apply if the Employee terminates  employment for
Good Reason or if the Company  terminates  Employee's  employment for any reason
other than the parties mutual agreement,  Good Cause, death or disability of the
Employee.

"Good Reason" shall mean any of the following:

(1)  without Employee's express written consent,  any action, or failure to take
     action, by the Company, the Board or the shareholders of the Company by the
     Company  that  results  in  a  diminution  in  the  Executive's   position,
     authority,  titles,  duties or  responsibilities,  other than an  isolated,
     insubstantial and inadvertent  action that is not taken in bad faith and is
     remedied by the Company  promptly  after receipt of notice thereof from the
     Executive;

(2)  a  material  breach  by the  Company  of any  material  provision  of  this
     Agreement which, if capable of being remedied,  remains unremedied for more
     than 15 days  after  written  notice  thereof is given by  Employee  to the
     company;

(3)  without  Employee's  written  consent,  the  relocation  of  the  principal
executive  offices of the  Company to a location  outside  the  greater New York
area;

(4) any purported  termination  by the Company of Employee's  employment  not in
accordance with the provisions of this agreement;

For purposes of this agreement,  any good faith  determination  of "Good Reason"
made by the Employee shall be conclusive.

1. If, during the Employment  Period,  the Company  terminates  the  Executive's
employment,  other than for Good Cause,  Death or  Disability,  or the Executive
terminates  employment for Good Reason, the Company (A) shall pay the Executive,
in a single  lump sum,  the Accrued  Obligations  (as defined in Section 3.3 (2)
below),  except that the following provisions will be substituted for subsection
A & B thereof;  and the  aggregate  amount of the  salary  and Annual  Incentive
Compensation  that he would have  received if he had  remained  employed for the
Severance  Period  (assuming  that the Annual  Incentive  Compensation  for such
period would have equaled the target amounts of such Incentive  Compensation  as
in effect  immediately  before  the Date of  Termination);  (B) shall  cause the
Executive to continue to accrue benefits under Senior Executive  Retirement Plan
(SERP)  during the  Severance  Period;  and (C) shall  continue  to provide  the
Executive  with the Life  Insurance  Coverage and benefits as if he had remained
employed by the Company  pursuant to this Agreement  during the Severance Period
and then  retired (at which time he will be treated as eligible  for all retiree
welfare benefits and other benefits,  provided to retired senior executives,  to
the  extent  such  benefits  can be  provided  pursuant  to the plan or  program
maintained by the Company for its executives.  In addition to the foregoing, any
restricted stock outstanding on the Date of Termination shall be fully vested as
of  the  Date  of  Termination  and  all  options  outstanding  on the  Date  of
Termination shall be fully vested and exercisable and shall remain in effect and
exercisable  through the end of their  respective  terms,  without regard to the
termination of the Executive's  Employment (but in the case of options that were
not vested  immediately  before the Date of  Termination,  not longer than three
years).  Severance  Period  used here  shall  mean the  period  from the Date of
Termination through the end of the Employment Period.

(2) If the  Executive's  employment is  terminated by reason of the  Executive's
death or Disability during the Employment  Period,  the Company shall pay to the
Executive  or,  in  the  case  of the  Executive's  death,  to  the  Executive's
designated beneficiaries(or if there is not such beneficiary, to the Executive's
estate or legal  representative),  in a lump sum in cash within thirty (30) days
after the Date of  Termination,  the sum of the following  amounts (the "Accrued
Obligations"): (a) any portion or the Executive's Annual Base Salary through the
Date of Termination  that has not yet been paid; (b) an amount  representing the
Annual Incentive  Compensation and cash Long-Term Incentive Compensation for the
period that  includes  the Date of  Termination,  computed by assuming  that the
amount of all such Incentive Compensation would be equal to the target amount of
such  Incentive  Compensation  as in  effect  immediately  before  the  Date  of
Termination,  and multiplying that amount by a fraction,  the numerator of which
is the number of days in such period  through the Date of  Termination,  and the
denominator  of which is the total  number of days in the  relevant  performance
period; (c) any compensation  previously  deferred by the Executive that has not
been paid ; and (d) any accrued but unpaid  vacation  pay, and the Company shall
have no further  obligations under this agreement except as specified in Section
2.4.

3.4      Notice of Termination.

If such  termination  is by  Employee  for Good  Reason  or by the  Company  for
Disability or Good Cause,  such notice shall set forth in reasonable  detail the
reason for such termination and the facts and circumstances claimed to provide a
basis therefor.  Any notice purporting to terminate Employee's  employment which
is not  in  compliance  with  the  requirements  of  this  definition  shall  be
ineffective.  The Date of  Termination  shall mean ("Date of  Termination")  the
termination  date specified in a Notice of  Termination  delivered in accordance
with this Agreement.









                                   ARTICLE IV

                                  Miscellaneous


4.1      Confidential Information.

 The Executive shall hold in a fiduciary capacity for the benefit of the Company
all  secret or  confidential  information,  knowledge  or data  relating  to the
Company or any of its affiliated  companies and their  respective  business that
the Executive obtains during the Executive's employment by the Company or any of
its affiliated  companies and that is not public knowledge.  The Executive shall
not  communicate,  divulge or disseminate  Confidential  Information at any time
during or after  the  Executive's  employment  with the  Company,  except in the
course of performing his duties  hereunder or with the prior written  consent of
the Company or as otherwise required by law or legal process.  In no event shall
any asserted  violation of the provisions of this Section 4.1 constitute a basis
for  deferring or  withholding  any amounts  otherwise  payable to the Executive
under this agreement.

4.2      Successors.

This  Agreement  is personal to the  Executive  and,  without the prior  written
consent of the Company,  shall not be assignable by the Executive otherwise than
by will or the laws of descent and  distribution.  This Agreement shall inure to
the benefit of and be enforceable by the Executive's legal representatives.

This Agreement shall inure to the benefit of and be binding upon the Company and
its  successors  and  assigns,  provided  that the  Company  may not assign this
Agreement  except in connection  with the  assignment or  disposition  of all or
substantially  all of the assets or stock of the Company,  or by law as a result
of a merger or consolidation.  In the event of such assignment, a failure by the
successor to  specifically  assume in writing,  delivered to the Executive,  the
obligations and liabilities of the Company  hereunder shall be deemed a material
breach of this Agreement.

4.3      Non Exclusivity of Rights.

Nothing in this Agreement shall prevent or limit the  Executive's  continuing or
future  participation in any plan,  program,  policy or practice provided by the
Company or any of its affiliated  companies for which the Executive may qualify.
Vested  benefits and other amounts that the  Executive is otherwise  entitled to
receive under the Incentive Compensation, the SERP, the Life Insurance Coverage,
or any other plan, policy,  practice or program of, or any contract or agreement
with,  the Company or any of its  affiliated  companies  on or after the Date of
Termination  shall be  payable in  accordance  with the terms of each such plan,
policy, practice,  program, contract or agreement, as the case may be, except as
explicitly modified by this Agreement.

4.4.     Certain Additional Payments By The Company.

(a) Any thing in this Agreement to the contrary notwithstanding, in the event it
shall be determined  that any payment or  distribution by the Company to, or for
the  benefit  of, the  Executive  (whether  paid or payable  or  distributed  or
distributable  pursuant  to the  terms  of  this  Agreement  or  otherwise,  but
determined without regard to any additional payments required under this Section
4.4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of
the Internal  Revenue Code of 1986 (the  "Code"),  as amended or any interest or
penalties  are incurred by the  Executive  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  Executive  shall be
entitled to receive and additional  payment (a "Gross-Up  Payment") in an amount
such that after payment by the Executive 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  Executive  retains an
amount  of the  Gross-Up  payment  equal  to the  Excise  Tax  imposed  upon the
Payments.

(b)  Subject  to the  provisions  of  paragraph  (c) of this  Section  4.4,  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  a  certified  public  accounting  firm  designated  by  the  Executive  (the
"Accounting Firm"), which shall provide detailed supporting calculations both to
the Company  and the  Executive  with 15 business  days of the receipt of notice
from the  Executive  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 Executive 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
Executive  within  five  (5)  days  of  the  receipt  of the  Accounting  Firm's
determination.  Any  determination  by the Accounting Firm shall be binding upon
the Company and the Executive. 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 paragraph (c) of this Section 4.4 and
the  Executive  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  shall be promptly  paid by the Company to or for the
benefit of the Executive.

(c) The  Executive  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 not later than ten (10)  business  days after the  Executive 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
Executive  shall not pay such claim prior to the  expiration  of the thirty (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 notices the Executive in writing prior to the
expiration  of such period that is desires to contest such claim,  the Executive
shall:

          (I) give the  Company  any  information  reasonably  requested  by the
     Company relating to such claim,

         (ii) 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,

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

         (iv) 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  Executive
harmless,  on an after-tax  basis,  for any Excise Tax or income tax  (including
inters  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  paragraph  (c) of Section 4.4, the Company shall
control all  proceedings  taken in connection with such contest and, at its sole
option,  may pursue or forego 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 Executive to pay the tax claimed and
sue for a refund  or  contest  the  claim  in any  permissible  manner,  and the
Executive  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 Executive  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 PROVIDED,  further,  that any extension of the stature of
limitations  relating to payment of taxes for the taxable year of the  Executive
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  Executive  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 Executive of an amount  advanced by the Company
pursuant to paragraph (c) of this Section 4.4, the Executive becomes entitled to
receive any refund with respect to such claim,  the Executive  shall (subject to
the Company's  complying with the  requirements of paragraph (c) of this Section
4.4,  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  Executive  of an amount  advanced  by the  Company  pursuant  to
paragraph  (c) of this Section 4.4, a  determination  is made that the Executive
shall not be entitled to any refund with respect such claim and the Company does
not notify the  Executive  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      Attorneys' Fees.

The Company agrees to pay, as incurred,  to the fullest extent permitted by law,
all legal fees and expenses that the Executive may reasonably  incur as a result
of any contest  (regardless  of the  outcome) by the Company,  the  Executive or
others of the validity or  enforceability  of or liability  under,  or otherwise
involving, any provision of the Agreement, together with interest on any delayed
payment at the applicable federal rate provided for in Section  7872(f)(2)(A) of
the Code.

4.6.     Governing Law.

(a) This Agreement  shall be governed by, and construed in accordance  with, the
laws of the State of New York,  without  reference to  principles of conflict of
laws. The captions of this Agreement are not part of the provisions  here of and
shall have no force or effect.  This  Agreement  may not be amended or  modified
except by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

(b) All  notices  and other  communications  under  this  Agreement  shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:



                           If to the Executive:      Craig G. Matthews
                                                     17 Wynwood Road
                                                     Chatham, NJ 07928



                           If to the Company:        KeySpan
                                                     One MetroTech Center
                                                     Brooklyn, NY 11201
                                    Attention:       General Counsel


         or such other address as either party furnishes to the other in writing
in accordance with this paragraph (b) of Section 4.6. Notice and  communications
shall be effective when actually received by the addressee.










         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and,  pursuant to the  authorization of its Board of Directors,  the Company has
caused this  Agreement  to be executed in its name and on its behalf,  all as of
the day and year first above written

                                            -----------------------
                                            Craig G. Matthews



                                            KeySpan Corporation


                                            -----------------------
                                            Robert B. Catell
                                            Chairman and Chief Executive Officer