Exhibit 10.20

                                 KEYSPAN ENERGY
                SENIOR EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN

                                  INTRODUCTION

           The Board of Directors of MarketSpan Corporation d/b/a KeySpan Energy
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  employees  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
has been developed and is hereby adopted, as of October 30, 1998.

                                   ARTICLE I
                              ESTABLISHMENT OF PLAN

     As of the  Effective  Date,  the Company  hereby  establishes  a separation
compensation plan known as the KeySpan Energy Senior Executive Change of Control
Severance Plan, as set forth in this document.

                                   ARTICLE II
                                  DEFINITIONS

           As used  herein,  the  following  words and  phrases  shall  have the
following  respective  meanings unless the context clearly indicates  otherwise.

     (a) ANNUAL  BONUS  AWARD.  The annual  cash  bonus  that a  Participant  is
eligible to earn  pursuant to the 1998  Corporate  Incentive  Compensation  Plan
and/or any successor thereto.

          (b) 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. 

          (c) BOARD.  The Board of Directors of the Parent.  

     (d) 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.  

     (e)  CHANGE OF  CONTROL.  The  occurrence  of any of the  following  events
following the Effective Date: 

     (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 the Effective Date,  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 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.

     (f) CODE. The Internal Revenue Code of 1986, as amended from time to time.

     (g) COMMITTEE. The Compensation and Nominating Committee of the Board.

     (h)  COMPANY.   MarketSpan   Corporation   d/b/a  KeySpan  Energy  and  its
Subsidiaries.

     (i) DATE OF THE  CHANGE OF  CONTROL.  The date on which a Change of Control
occurs.

     (j) DATE OF  TERMINATION.  The date on which a Participant  ceases to be an
Employee.

     (k) 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.

     (l) EFFECTIVE DATE. October 30, 1998.

     (m) EMPLOYEE. Any full-time, regular benefit, nonbargaining employee of the
Company.

     (n) EMPLOYMENT. The state of being an Employee.

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

     (p) 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  Bonuses,  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.

     (q) 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.

     (r)  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.

     (s) PARENT. MarketSpan Corporation d/b/a KeySpan Energy.

     (t) PARTICIPANT. An individual who is designated as such pursuant to
Section 3.1. 

     (u) PLAN. The KeySpan Energy Senior Executive  Change of Control  Severance
Plan.

     (v)  RETIREMENT.  A termination  by Retirement  shall have occurred where a
Participant's  termination is due to his or her late, normal or early retirement
under a pension  plan  sponsored  by the  Company or any of its  affiliates,  as
defined in such plan.

     (w)  SEPARATION  BENEFITS.  The benefits  described in Section 4.2 that are
provided to qualifying Participants under the Plan.

     (x)  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.

     (y)  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 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
PLAN. A  Participant  shall be entitled to  Separation  Benefits as set forth in
Section  4.2 below if, at any time before the third  anniversary  of the Date of
the Change of Control,  the  Participant's  Employment is terminated  (i) by the
Company for any reason other than Cause, death, Disability or Retirement or (ii)
by the Participant  after the occurrence of Good Reason and on or before 90 days
after the occurrence of Good Reason.

     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.  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:

     (i) the sum of (1) the  Participant's  Annual  Salary  through  the Date of
Termination  to the  extent not  theretofore  paid,  (2) 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  (3)  any  compensation  previously  deferred  by the  Participant
(together  with any  accrued  interest  or  earnings  thereon)  and any  accrued
vacation  pay,  in each  case to the  extent  not  theretofore  paid and in full
satisfaction of the rights of the Participant thereto;

     (ii) an amount equal to the product of (1) the Participant's Multiple times
(2) the sum of the Participant's (x) Annual Salary and (y) Highest Annual Bonus;
and

     (iii)  an  amount  equal  to  the  difference  between  (a)  the  actuarial
equivalent  of  the  benefit  under  the  Company's  qualified  defined  benefit
retirement  plan  (the  "Retirement   Plan")  and  any  excess  or  supplemental
retirement  plans in  which  the  Participant  participates  (collectively,  the
"SERP") which the Participant  would receive if his or her employment  continued
during the  Separation  Period,  assuming  that the  Participant's  compensation
during the Separation Period would have been equal to his or her compensation as
in effect  immediately  before the termination  or, if higher,  on the Effective
Date, and (b) the actuarial equivalent of the Participant's actual benefit (paid
or payable),  if any, under the  Retirement  Plan and the SERP as of the Date of
Termination.   The  actuarial  assumptions  used  for  purposes  of  determining
actuarial  equivalence  shall be no less favorable to the  Participant  than the
most favorable of those in effect under the Retirement  Plan and the SERP on the
Date of Termination and the Effective Date.

     (c) The continued benefits referred to above are as follows:

     (i) 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; and

     (ii) 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);

To the extent any benefits  described in this Section  4.2(c) 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, but excluding any severance
pay or pay in lieu of  notice  required  to be  paid to such  Participant  under
applicable law.

     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 Section 4.4) (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.

     (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
Arthur  Andersen LLP 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  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:

     (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  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.

     (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.  Except as provided in Section 4.6, 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) (i).

     4.6  PAYMENT  OBLIGATIONS  UNDER  PRIOR  AGREEMENTS.  If a  Participant  is
entitled to receive any benefits or payments under any agreement or plan between
or binding the Company or any  predecessor  thereof  with respect to a change of
control that  occurred  prior to the  Effective  Date,  and the  Participant  is
entitled to receive the  Separation  Benefits  described  in Section 4.2 and any
additional  payments  described  in Section 4.4,  the  Participant  may elect to
receive the benefits and payments  provided  pursuant to such prior agreement or
plan rather than the  benefits and  payments  provided  pursuant to this Plan by
providing  notice of such  election to the  Company  within five (5) days of the
Date of Termination.  Any such election shall  constitute a waiver of all rights
to receive benefits hereunder.


                                  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.

                                   ARTICLE VI
                       DURATION, AMENDMENT AND TERMINATION

6.1 DURATION.  If a Change of Control has not  occurred,  this Plan shall expire
five 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.

     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  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.

     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.



<PAGE>



                                 ACKNOWLEDGEMENT

           The undersigned Participant acknowledges that he or she has carefully
read and fully  understood  all of the  provisions of the KeySpan  Energy Senior
Executive  Change of Control  Severance  Plan,  dated October 30, 1998,  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 30,
1998,  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,  including,  without  limitation,  [the
Participant's prior Executive Employment Agreement dated as of ____________ with
Long Island  Lighting  Company] [the Amended and Restated  Brooklyn Union Senior
Executive  Change of Control  Severance  Plan]  which  shall  cease to be of any
further effect except with respect to any rights to benefits  thereunder arising
in connection  with a change of control  occurring prior to October 30, 1998 and
except as provided pursuant to Section 4.6 of the Plan.

           IN WITNESS WHEREOF,  the Participant has caused this  Acknowledgement
to be executed and delivered this _____ day of December, 1998.

                                       Participant:



                                       By: ____________________________________
                                                   Name:



<PAGE>



                                   SCHEDULE I

                                  Participants


NAME                                 BENEFIT LEVEL

Robert B. Catell                        3
Craig G. Matthews                       3
Anthony J. DiBrita                      3
Robert J. Fani                          3
William K. Feraudo                      3
Anthony Nozzolillo                      3
Wallace P. Parker, Jr.                  3
David L. Phillips                       3
Lenore F. Puleo                         3
Cheryl T. Smith                         3
Steven L. Zelkowitz                     3

G. Bruce Cocks                          2
Charles A. Daverio                      2
Lawrence S. Dryer                       2
Jane A. Fernandez                       2
John F. Haran                           2
Ronald S. Jendras                       2
George B. Jongeling                     2
Anne C. Jordan                          2
Howard A. Kosel Jr.                     2
Brian R. McCaffrey                      2
Arden D. Melick                         2
Justin C. Orlando                       2
Michael L. Ruff                         2
Werner J. Schweiger                     2
Richard M. Siegel                       2
Michael J. Taunton                      2
Roger J. Walz                           2
Colin P. Watson                         2
Elaine Weinstein                        2
Robert R. Wieczorek                     2
Edward J. Youngling                     2