Amendment,  dated  February  24,  2000 to the  Employment  Agreement  dated
September 10, 1998 between KeySpan  Corporation d/b/a KeySpan Energy, a New York
corporation (the "Company") and Robert B. Catell (the "Executive").

                                 WITNESSETH THAT

     WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of September 10, 1998 (the "Employment Agreement"),  pursuant
to which the  Company  provided  for the  employment  of the  Executive  and the
Executive  agreed to be employed by the Company,  under the terms and conditions
therein stated; and

     WHEREAS,  the  Company  and the  Executive  desire to amend the  Employment
Agreement;

     NOW, THEREFORE, the Company and the Executive hereby agree as follows:

     1.   Paragraph  (i) of Section 5(a) of the  Employment  Agreement is hereby
          amended  to read in its  entirety  as  follows:  (i)  If,  during  the
          Employment Period, the Company terminates the Executive's  employment,
          other  than  for  Cause or  Disability,  or the  Executive  terminates
          employment  for  Good  Reason,  the  Company  (A)  shall  pay  to  the
          Executive,  in a single  lump sum,  (I) the  Accrued  Obligations  (as
          defined in  Section  5(b)  below),  (II) 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  higher  of (X)  the  target  amounts  of  such  Annual  Incentive
          Compensation as in effect  immediately before the Date of Termination,
          (Y) the average amount of Annual Incentive Compensation that Executive
          received   for  the  three  most  recent  years  before  the  Date  of
          Termination,  or (Z) the Annual  Incentive  Compensation  received  by
          Executive  for the  year  preceding  the  year in  which  the  Date of
          Termination  occurred),  and  (III)  at the  Executive's  option,  the
          actuarial  equivalent of the additional benefit accrual under the SERP
          provided for in Clause (B) of paragraph (a)(i) of Section 5 below (for
          the  purposes  of  determining   the  actuarial   equivalent  of  such
          additional benefit accrual, the actuarial assumptions shall be no less
          favorable to the Executive  than those in effect under the SERP on the
          Date of  Termination);  (B) shall cause the  Executive  to continue to
          accrue benefits under the SERP during the Severance Period, subject to
          the right of the Executive to receive such additional  benefit accrual
          in lump sum, as specified in Clause (A) of paragraph (a)(i) of Section
          5 above; and (C) shall continue to provide the Executive with the Life
          Insurance  Coverage  and the  benefits  set  forth  in  Clause  (B) of
          paragraph (c)(iii) of Section 3, 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, as set forth in Section 3(c)(iii));  PROVIDED, that to the
          extent  such  benefits  cannot  be  provided  pursuant  to the plan or
          program  maintained  by the  Company for its  executives,  the Company
          shall  proved  such  benefits  outside  such  plan  or  program  at no
          additional  cost  (including  without  limitation  tax  cost)  to  the
          Executive  and his  family;  and  PROVIDED,  further,  that during any
          period when the Executive its eligible to receive welfare  benefits of
          the type  described in Clause (B) of  paragraph  (c)(iii) of Section 3
          under  another  employer-provided  plan,  the  corresponding  benefits
          provided by the Company under this  paragraph  (a)(i) of Section 5 may
          be made  secondary  to those  provided  under  such  other  plan.  For
          purposes of such  continued  accrual of benefits  under the SERP,  the
          Executive  shall be considered to have remained  employed for a period
          equal to the Severance Period,  with annual  compensation equal to (x)
          the amount  required to be paid under clause  (A)(II) of the preceding
          sentence,  divided by (y) the number of years and fractions thereof in
          the Severance Period,  and then to have terminated his employment.  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  through  the end of  their
          respective terms, without regard to the termination of the Executive's
          Employment.  The  payments  and  benefits  provided  pursuant  to this
          paragraph  (a) of Section 5 are intended as  liquidated  damages for a
          termination  of the  Executive's  employment by the Company other than
          for Cause or Disability or for the actions of the Company leading to a
          termination  of the  Executive's  employment by the Executive for Good
          Reason,  and  shall be the  sole and  exclusive  remedy  thereof.  For
          purposes  of  this  Agreement,   the  Pro  Rata  Long-Term   Incentive
          Compensation  means the  amount  of  Long-Term  compensation  that the
          Executive   would  have  received  with  respect  to  each  applicable
          performance  period  that  begins  before  and ends  after the Date of
          Termination,  assuming such compensation had been paid at target,  and
          pro-rated to reflect the portions of the applicable performance period
          that ends on the Date of Termination.



<PAGE>




                  IN WITNESS WHEREOF,  the Executive has executed this Agreement
and, pursuant to 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.

                                                   KEYSPAN  CORPORATION
                                                   d/b/a KEYSPAN ENERGY


                                                   ----------------
                                                   Robert B. Catell