<PAGE>

                                                                      Boston Gas
                                                                    Exhibit 10.5

                                SERVICE AGREEMENT
                             FOR RATE SCHEDULE MN365
                             -----------------------

     This Service Agreement is made and entered into as of the 4th day of
January 1999, by and between Maritimes & Northeast Pipeline, L.L.C. (herein
called "Pipeline") and Boston Gas Company (herein called "Customer," whether one
or more).

                              W I T N E S S E T H:

     WHEREAS, Pipeline and its Canadian pipeline affiliate, Maritimes &
Northeast Pipeline Limited Partnership ("Maritimes-Canada"), are developing and
propose to construct and operate a natural gas pipeline project ("Maritimes
Project"), extending from the railgate of a processing plant to be located near
Goldboro, Nova Scotia, to the Canadian-United States border and through the
states of Maine and New Hampshire into Massachusetts; and

     WHEREAS, Customer desires firm transportationservice on the United States
portion of the Maritimes Project facilities and Pipeline desires to provide
Customer with such service; and

     WHEREAS, the parties hereto, along with Maritimes-Canada, entered into an
agreement dated December 16, 1997 (the "Precedent Agreement"), which bound them
to enter into contracts for service on the United States and Canadian portions
of the Maritimes Project substantially upon the terms and conditions hereinafter
described.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:

                                    ARTICLE I
                               SCOPE OF AGREEMENT

     Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule MN365, of the General Terms and Conditions of Pipeline's Gas Tariff on
file with the Federal Energy Regulatory Commission ("GT&C"), and to the
precedent agreements contained in Pipeline's certificate application on file
with the Federal Energy Regulatory Commission ("FERC" or "Commission") in Docket
No. CP96-809, transportationservice hereunder will be firm and Pipeline agrees
to deliver for Customer's account quantities of natural gas up to the following
quantity:

             Maximum Daily Transportation Quantity (MDTQ) 43-200 Dth
           Maximum Annual Transportation Quantity (MATQ)15,768,00 Dth

     Pipeline will receive for Customer's account for transportation hereunder
daily quantities of gas up to Customer's MDTQ, plus Fuel Retainage Quantity, at
Point(s) of Receipt as specified in Article IV herein. Pipeline will transport
and deliver for Customer's account such daily quantities

<PAGE>

tendered up to such Customer's MDTQ (and, on a cumulative basis, the MATQ) at
Point(s) of Delivery as specified in Article IV herein.

     On any given Day (as defined is the GT&C), Pipeline shall not be obligated
to, but may at its sole discretion, receive at Point(s) of Receipt quantities of
gas in excess of Pipeline's Maximum Daily Receipt Obligation (MDRO), plus Fuel
Retainage Quantity, but shall not receive in the aggregate at all Points of
Receipt on any Day a quantity of gas in excess of the applicable MDTQ, plus Fuel
Retainage Quantity. On any given Day, Pipeline shall not be obligated to, but
may at its sole discretion, deliver at Point(s) of Delivery quantities of gas in
excess of Pipeline's Maximum Daily Delivery Obligation (MDDO), but shall not
deliver in the aggregate at all Points of Delivery on any Day quantities of gas
in excess of the applicable MDTQ.

                                   ARTICLE II
                                TERM OF AGREEMENT

     This Service Agreement shall become effective as of the date first set
forth above and service under this Service Agreement shall commence on the
"Service Commencement Date" which shall be the latest to occur of (i) November
1, 1999; (ii) the date on which the Phase II facilities, as those facilities are
more fully described in the application of Pipeline on file with the Commission
in Docket No. CP96-809, as may be amended from time to time, are commissioned,
tested, and placed in service: and (iii) the date on which the pipeline
facilities of Maritimes-Canada, as those facilities were more fully described in
the December 1997 order of the National Energy Board of Canada ("NEB") in
Hearing Order No. GH-6-96, are commissioned, tested, and placed in service. This
Service Agreement shall continue in effect for a term that begins on the first
day of the first full month following the Service Commencement Date and
continues through October 31, 2002 ("Primary Term"); provided, however, Customer
shall have the option, to be exercised in writing at least nine (9) months prior
to the end of the Primary Term, to extend the term of the Service Agreement with
Pipeline through March 31, 2007. Notwithstanding the foregoing, this Service
Agreement shall remain in force from year to year after October 31, 2002, or
March 3l, 2007, as applicable unless terminated by either Party by written
notice at least one (1) year prior to the end of such applicable date or any
successive term thereafter. Pipeline and Customer may terminate this Service
Agreement at any time pursuant to the provisions of Sections 4 and 16 of the
GT&C and such provisions are incorporated herein by reference.

          THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM
     OR IF CUSTOMER PROVIDES A TERMINATION NOTICE TRIGGERS PREGRANTED
     ABANDONMENT UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE
     OF THE TERMINATION. IF PIPELINE PROVIDES A TERMINATION NOTICE, SUCH
     TERMINATION TRIGGERS CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 4.2 0F
     THE GT&C ON THE EFFECTIVE DATE OF THE TERMINATION.

                                       -2-

<PAGE>

     Any portion of (Illegible) Service Agreement necessary to (Illegible) or
                    -----------                                -----------
cash-out imbalances or to make payment under this Service Agreement as required
by the GT&C will survive the other parts of this Service Agreement until such
time as such balancing or payment has been accomplished.

     Notwithstanding any other provision of this Service Agreement, the
commencement of service under this Service Agreement and the rights and
obligations of the parties hereunder are expressly made subject to the following
conditions precedent: (1) An Affirmative Construction Vote, as defined in that
certain Limited Liability Company Agreement of Maritimes & Northeast Pipeline,
L.L.C. dated January 31, 1996 ("LLC Agreement"), of Pipeline's Management
Committee, as defined in the LLC Agreement, to proceed with the construction of
Pipeline's Phase II facilities, as more fully described in FERC Docket Nos.
CP96-178, CP96-809, and CP97-238, pursuant to Section 7.02(d) of the LLC
Agreement; and (2) An Affirmative Construction Vote as defined in that certain
Unanimous Shareholder Agreement of Maritimes & Northeast Pipeline Management
Ltd. dated July 25, 1996 ("Shareholder Agreement"), of the Management committee,
as defined is the Shareholder Agreement, of Maritimes-Canada to proceed with
construction of the Canadian portion of the Maritimes Project pursuant to
Section 7.01(d) of the Shareholder Agreement.

                                   ARTICLE III
                                  RATE SCHEDULE

     For the entire period when this Service Agreement is in effect, this
Service Agreement will be subject to all applicable provisions of Rate Schedule
MN365 or any superseding rate schedule and the GT&C of Pipeline's Tariff on file
with the Federal Energy Regulatory Commission, all of which are by this
reference made a part hereof.

     Commencing on the Service Commencement Date. Customer agrees to and will
pay Pipeline all Reservation, Usage and other charges and fees provided for in
Rate Schedule MN365, as effective from time to time, for service under this
Service Agreement, unless such payments are excused by the provisions of Rate
Schedule MN365 or the GT&C.

     Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in: (i) the
rates and charges applicable to service pursuant to Pipeline's Rate Schedule
MN365 and under this FERC Gas Tariffs (ii) Pipeline's Rate Schedule MN365;
and/or (iii) any provision of the GT&C under Pipeline's Tariff. Customer shall
have the right to take any position before the appropriate regulatory authority
in response to any filing contemplated in this paragraph.

                                   ARTICLE IV
                  POINT(S) OF RECEIPT, DELIVERY AND MEASUREMENT

     The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of this effective Service Agreement. The Point(s) of Measurement shall be
specified in Exhibit A of this effective Service Agreement.

                                       -3-

<PAGE>

     Exhibit(s) A and B are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.

                                    ARTICLE V
                                     QUALITY

     All natural gas tendered to Pipeline for Customer's account shall conform
to the quality specifications set forth in Section 12 of Pipeline's GT&C.
Customer agrees that if Customer tenders gas for service hereunder and Pipeline
accepts such gas which does not comply with Pipline's quality specifications,
Customer will pay all reasonable costs associated with processing of such gas as
necessary to comply with such quality specifications: provided, however, that
Pipline shall provide Customer with notice of a failure to comply with
Pipeline's quality specifications within a reasonable time after Pipeline
becomes aware of such failure to comply.

                                   ARTICLE VI
                                    ADDRESSES

     Except as herein otherwise provided of as provided in the GT&C any notice,
request, demand, statement, invoice or payment provided for in this Service
Agreement, or any notice which any party desires to give to the other, must be
in writing and will be considered as duly delivered when mailed by registered,
certified, or regular mail to the post office address of the parties hereto, as
the case may be, as follows:

          (a) pipeline:  Maritimes & Northeast Pipeline, L.L.C.
                         Attn: President
                         1284 Soldiers Field Road
                         Boston, Massachusetts 02135
                         Phone: (617) 560-1386
                         Facsimile: (617) 560-1386

          (b) Customer:  Boston Gas Company
                         Attn: Vice President, Gas Resources
                         One Beacon Street
                         Boston, Massachusetts 02108
                         Phone: (617) 742-8400
                         Facsimile: (617) 742-8564

or such other address as either party designates by formal written notice.

                                       -4-

<PAGE>

                                   ARTICLE VII
                                   ASSIGNMENTS

     Any company which succeeds by purchase, merger, or consolidation to the
assets, substantially as an entirely, of Customer or of Pipeline will be
entitled to the rights and will be subject to the obligations of its predecessor
in title under this Service Agreement. Either Customer or Pipeline may assign or
pledge this Service Agreement under the provisions of any mortgage, deed of
trust, indenture; bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter. Except as set forth
above, neither Customer nor Pipeline shall assign or permanently release under
Section 9 of the GT&C any of its rights hereunder without the prior written
consent of the other party, which consent shall not be unreasonably withheld;
provided, however, that neither Customer nor Pipeline shall be released from its
obligations hereunder without the consent of the other, which consent shall not
be unreasonably withheld.

                                  ARTICLE VIII
                               AGENCY ARRANGEMENT

     Customer shall have the right to designate in writing an agent or person to
provide nomination and scheduling information, to receive invoices and make
payments, to take actions necessary to release capacity and to handle imbalance
resolutions for Customer on Customer's behalf. Customer must provide Pipeline
with seven (7) business days advance written notice of its agent and the
effective date after which Pipeline is to act in accordance with the directions
of the agent; provided, however, that Customer may terminate agent immediately
upon written notice to Pipeline. At Customer's request, Pipeline shall use
reasonable efforts to effectuate any such notice in less than seven (7) business
days. Pipeline shall be entitled to rely on the representation, actions, and
other directions of the agent on behalf of Customer and will be fully protected
in relying upon such agent. Customer indemnifies and holds Pipeline harmless
with respect to actions taken by Pipeline in reliance on Customer's agent.

                                   ARTICLE IX
                            NONRECOURSE OBLIGATION OF
                           LIMITED LIABILITY COMPANY,
                          MANAGING MEMBER AND OPERATOR

     Customer acknowledges and agrees that (a) Pipeline is a Delaware limited
liability company; (b) Customer shall have no recourse against any member of
Pipeline or against Maritimes & Northeast Pipeline Limited Parntership or a
member of thereof with respect to Pipeline's obligations under this Service
Agreement and that its sole recourse shall be against the assets and revenues of
Pipeline, irrespective of any failure to comply with applicable law of any
provision of this Service Agreement; (c) no claims shall be made against any
member of Pipeline or against Maritimes & Northeast Pipeline Limited Partnership
or a member thereof under or in connection with this Service Agreement; (d) no
claims shall be made against the Operator, its officers, employees, and agents
under or in connection with this Service Agreement and the performance of
(Illegible) as Operator (provided that this shall not bar claims resulting from
-----------
the gross negligence, undue discrimination or willful misconduct of the
Operator) and, unless Customer self insures, Customer shall provide the

                                       -5-

<PAGE>

Operator with a waiver interogation of Customers's insurance company for all
such claims, and (e) this representation is made expressly for the benefit of
the members in Pipeline the Managing Member, Operator, Maritimes & Northeast
Pipeline Limited Partnership and its members.

                                    ARTICLE X
                                 INTERPRETATION

     The parties hereto agree that the interpretation and performance of this
Service Agreement must be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.

     This Service Agreement and the obligations of the parties are subject to
all applicable present and future valid laws with respect to the subject matter,
State and Federal and to all valid present and future orders, rules, and
regulations of duly constituted authorities having jurisdiction.

                                   ARTICLE XI
                        CANCELLATION OF PRIOR CONTRACT(S)

     Pipeline and Customer agree that, as of the Service Commencement Date, the
Precedent Agreement will have no further force and effect as between Pipeline
and Customer.

                                       -6-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement
to be executed by their respective duly authorized officers and attested by
their respective Secretaries or Assistant Secretaries, the day and year first
above written.

                                          MARITIMES & NORTHEAST PIPELINE, L.L.C.


                                          by: M&N Management Company,
                                              its Managing Member


                                          By: /s/ Illegible
                                              ----------------------------------

     ATTEST:


     /s/ Illegible
     ----------------------


                                          BOSTON GAS COMPANY


                                          By: /s/ Illegible
                                              ----------------------------------
                                              Vice President

     ATTEST:


     /s/ Illegible
     ----------------------

                                       -7-

<PAGE>

                                    EXHIBIT A

                                       to

                             SERVICE AGREEMENT UNDER
                               RATE SCHEDULE MN365
                                     BETWEEN
                     MARITIMES & NORTHEAST PIPELINE, L.L.C.
                                       AND
                         BOSTON GAS COMPANY ("CUSTOMER")

                                DATED JAN 4, 1999

                               FIRM RECEIPT POINTS

RECEIPT                                         RECEIPT PRESSURE
POINT                      MDRO                 LIMITATIONS
-----                      ----                 -----------
(plus applicable fuel
retainage
quantities)

U.S. Canadian Border       43,200 dth/ day
near Calais, Maine

MEASUREMENT                                     PRESSURE LIMITATION
POINT                                           -------------------
-----


As defined in the GT&C

Signed for Indentification


Pipeline: /s/ Illegible
          ----------------------------


Customer: /s/ Illegible
          ----------------------------

Supersedes Exhibit A Dated
                           -----------

<PAGE>

                                    EXHIBIT B

                                       to

                             SERVICE AGREEMENT UNDER
                               RATE SCHEDULE MN365
                                     BETWEEN
                     MARITIMES & NORTHEAST PIPELINE, L.L.C.
                                       AND
                         BOSTON GAS COMPANY ("CUSTOMER")

                                DATED JAN 4, 1999

                              FIRM DELIVERY POINTS

DELIVERY                                                   DELIVERY PRESSURE
POINT                                  MDDO                LIMITATIONS
-----                                  ----                -----------

Tonnessec Interconnect                 43,200 dth/day
at Dracut Massachusetts
or other mutually agreeable points

Signed for identification


Pipeline: /s/ Illegible
          ----------------------------


Customer: /s/ Illegible
          ----------------------------

Supersedes Exhibit B Dated:
                           -----------

<PAGE>

[LOGO] KEYSPAN                                 KeySpan Energy Delivery
                                               201 Rivermoor Street
                                               West Roxbury, Massachusetts 02132
                                               Tel 617 723-5512

December 13, 2001

Colonel MacLeod
Marketing Manager
Maritimes & Northeast Pipeline
1801 Hollis Street, Suite 1600
Halifax, Nova Scotia
Canada B3J 3N4

Dear Colonel:

As a follow-up to our telephone conversation, I am forwarding this letter to
formally notify you of Boston Gas Company's intentions with respect to its
transportation agreement on Maritimes & Northeast Pipeline/Canada ("MNP").

Per Article II of the Agreement, "Customer shall have the one-time option to be
exercised in writing at least nine (9) months prior to the end of the Primary
Term, to extend the term of this Agreement through March 31, 2007". Boston Gas
Company hereby notifies MNP of its desire to exercise this option, and extend
the term of the agreement through March 31, 2007.

I look forward to working with you over the term of the Agreement. Should you
have any questions, please don't hesitate to give me a call at (617) 723-5512,
x4730.

Sincerely,


/s/ Elizabeth Danehy
----------------------------------
Elizabeth Danehy
Director - Customer Choice and Gas
Resource Management

<PAGE>

Stamp page 58 missing

<PAGE>

[LOGO] Maritimes & Northeast Pipeline, LLC.

                                October 24, 2000

Mr. William Luthern
Vice President, Gas Resources
Boston Gas Company
One Beacon Street
Boston, MA 02108

          Re:  Service Agreement By and Between Boston Gas Company and
               Maritimes & Northeast Pipeline, L.L.C. Under Rate Schedule
               MN365, dated January 4, 1999

Dear Mr. Luthern:

          Reference is made to the captioned agreement between Boston Gas
Company ("Boston Gas") and Maritimes & Northeast Pipeline, L.L.C. ("Maritimes").
Boston Gas has filed various protests and other pleadings addressing Maritimes'
applications for a certificate and amended certificate of public convenience and
necessity authorizing the construction and operation of pipeline facilities from
the U.S. Canada border to Dracut, Massachusetts in Federal Energy Regulatory
Commission ("FERC") Docket Nos, CP96-809, et al.; CP96-810, et al.; CP96-178, et
al.; and CP97.238, et al. (referred to hereinafter as "Boston Gas Pleadings").
Among other things, Boston Gas has previously filed for rehearing of FERC orders
addressing Maritimes & application, which rehearing requests have been denied by
the FERC, and currently has pending a further request for rehearing and for
reopening of the record in Maritimes&Northeast Pipeline, L.L.C., Docket Nos.
CP96-809, et al. (referred to hereinafter collectively as "Boston Gas Rehearing
Requests"). Also, there is an appeal pending in the United States Court of
Appeals for the District of Columbia Circuit in Boston Gas Company v, FERC Case
No. 98-1620 ("Boston Gas Appeal") in which Boston Gas has challenged, inter
alia, certain aspects of FERC orders approving Maritimes' initial rates. In
order to resolve in their entirety the issues associated with and raised in the
Boston Gas Pleadings, Boston Gas Rehearing Requests, and the Boston Gas Appeal,
Boston Gas and Maritimes, in consideration of the premises and intending to be
legally bound, agree as follows:

1.   Boston Gas hereby exercises its option under Article II of the captioned
     agreement to extend the term of the Service Agreement through March 31,
     2007, subject to the remaining provisions of Article II.

2.   Boston Gas hereby grants to Maritimes an exclusive option ("Option") to
     obtain certain land rights and interests in a parcel of land owned by
     Boston Gas in the vicinity of John Street in Reading, Massachusetts, as
     such parcel is further described in Schedule A (the "Premises"). The
     Option, if exercised, shall require Boston Gas to grant the following
     rights and interests to Maritimes in the Premises, subject to the
     conditions specified herein:

     (a)  the lease of the Premises in its entirety for a period not to exceed 2
          years for the purpose of storing equipment and material relating to
          the construction of the proposed extension of the

1284 Soldiers Field Road
Boston, MA 02135
(617) 254-4050
Facsimile: (617) 560-1392

<PAGE>

Page Two (2)

          Maritimes pipeline from Methuen to Beverly, Massachusetts (the
          "Maritimes Project") currently on file with the FERC at Docket No.
          CP01-004.

     (b)  In consideration of the foregoing, Boston Gas agrees not to protest or
          oppose the Maritimes project.

     (c)  Boston Gas, in granting such Option, makes no representation express
          or implied as to the suitability of the Premises for Maritimes'
          proposed purposes.

     The specific terms of such lease (the "Grant") shall be negotiated by the
     parties prior to the exercise of the Option, and shall reflect such
     operational and other considerations as Boston Gas deems necessary. The
     consideration for the Grant shall reflect fair market value for such rights
     and interests and shall be in addition to the consideration for the Option
     set forth herein. Boston Gas agrees to negotiate the terms and
     consideration of the Grant in good faith and with due diligence. In the
     event the parties are unable to agree on the terms or consideration for the
     Grant after conducting good faith negotiations, Maritimes reserves the
     right to exercise any right of eminent domain it may possess. In
     consideration, Maritimes agrees to pay Boston Gas, in three installments
     subject to the further terms and conditions contained herein, a total
     amount of $1,900,000. The first installment shall be $300,000 and shall be
     paid by Maritimes within ten calendar (10) days following both parties
     execution of this Agreement. The second and third installments shall each
     be $800,000 and shall be paid on or before December 1, 2001 and December 1,
     2002, respectively, provided however, Maritimes agrees to the pay the final
     installment on December 1, 2002 or thirty (30) days after the issuance of a
     final and non-appealable order that is in Maritimes' favor with respect to
     the issues raised in the Boston Gas Pleadings, Boston Gas Rehearing
     Requests and the Boston Gas Appeals, whichever is earlier but in any event
     not before December 1, 2001. During the term of this Option, in the event
     Boston Gas sells the Premises, or offers to sell, mortgage, encumber or
     otherwise transfer or dispose of, use or alter the Premises in a manner
     that would adversely affect Maritimes use of the Premises as contemplated
     herein, without the prior written consent of Maritimes, Boston Gas agrees
     to negotiate in good faith with Maritimes to provide a suitable substitute
     for the Premises. This Option shall remain in effect until 11:59 p.m. on
     December 31, 2002. Maritimes has the right to exercise the rights and
     interests contemplated herein in whole or in part at any time during the
     term of this Option. If Maritimes does not exercise this Option within the
     period provided herein, then this Option shall be void and of no further
     force or effect.

3.   Boston Gas will file with the appropriate governmental authorities within
     seven (7) calender days following both parties' execution of this Agreement
     to withdraw with prejudice the Boston Gas Rehearing Requests pending before
     the FERC and the Boston Gas Appeal pending before the United States Court
     of Appeals for the District of Columbia Circuit. Boston Gas further agrees
     that it will not file to reinstate or otherwise raise in other proceedings
     the Boston Gas Pleadings, the Boston Gas Rehearing Requests or the Boston
     Gas Appeal or any issues raised therein.

4.   The agreement set forth herein shall resolve all issues raised in the
     Boston Gas Pleadings. Boston Gas Rehearing Requests and the Boston Gas
     Appeal. Further, Boston Gas agrees that it will not challenge Maritimes
     design capacity or rates or tariff or service agreements, including the
     service agreement with Boston Gas; provided, however, this Agreement is
     without prejudice to issues

<PAGE>

Page Three (3)

     including the aforementioned which Boston Gas may desire to raise after
     November 1, 2002, or upon any Section 4 or Limited Section 4 rate filing
     made by Maritimes, which increases Boston Gas' rates, whichever is earlier,
     on a prospective basis only.

5.   If not withstanding the withdrawal of the Boston Gas Pleadings, Boston Gas
     Rehearing Requests and the Boston Gas Appeal, the FERC should act on or
     before December 1, 2001 upon those matters and rule in favor of Boston Gas,
     then any payment not yet due under this Agreement may be withheld by
     Maritimes.

6.   Each Party to this Agreement agrees that it will keep strictly confidential
     (and that it shall cause each of its affiliates, as applicable, to keep
     strictly confidential) the contents of this Agreement, to the extent that
     such contents have not been made by the other party or that disclosure is
     required by a governmental authority with competent jurisdiction.

7.   Neither Boston Gas nor Maritimes shall assign this Agreement to any party,
     including an affiliate, without the prior written consent of the other.

     If the foregoing represents your understanding of the agreement between the
parties, please sign in the signature space provided below,

                                          Very truly yours

                                          Maritimes & Northeast Pipeline, L.L.C.

                                          By:    M&N Management Company,
                                                 Its Managing Member


                                          /s/ Thomas C.O'Connor
                                          --------------------------------
                                          By:    Thomas C.O'Connor
                                          Title: President

ACCEPTED AND AGREED TO
THIS 10TH DAY OF November ,2000

Boston Gas Company

/s/ William R. Luthern
-----------------------------
By:    William R. Luthern
Title: Vice President

<PAGE>

                          AGREEMENT DATA AND APPROVALS    AGREEMENT NO. 7777
                          ----------------------------
DATE: November 19, 1999                                   (check) NEW
                                                                     ----------
                                                              RENEWAL
                                                                     ----------

AGREEMENT MADE BETWEEN BOSTON GAS COMPANY AND MARITIMES & NORTHEAST PIPELINE
SYSTEM

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

DESCRIPTION OF AGREEMENT                   TERM OF AGREEMENT 11/1/99 to 10/31/0X
------------------------                                                       -

          Transportation of gas

BIDDING*: Competitive bidding employed - Yes [ ], No [ ], Low bidder chosen -
--------
Yes [ ], No [ ]

*If either No block is checked, attach written explanation to this form approved
by V.P. concerned.

FOR LEGAL SERVICES DEPT. USE
----------------------------
1.   Does the Walsh-Healey or David Bacon Act apply to this agreement?  No

2.   Should agreement be filed with the D.P.U.?  No

3.   Is approval required by the D.P.U.?                  Date app'd.
                                        -----------------            -----------
4.   Is approval required by the Executive Committee?     Date app'd.
                                                     -----           -----------
5.   Is approval required by the Board of Directors?      Date app'd.
                                                    -----           ------------
6.   Is approval required by the Stockholders?            Date app'd.
                                              -----------            -----------
7.   Is approval required by any other Federal or State Authority?
                                                                   -------------
     If yes, which Federal or State Authority?            Date app'd.
                                              -----------           ------------
8.   Is approval required under any Govt. Regulation or Order?
                                                               -----------------

<TABLE>
<CAPTION>
APPROVED BY (Route in order listed)   INITIALS      DATE
-----------                           --------      ----
<S>  <C>                              <C>         <C>
 1.   Negotiating Officer or Emp.
                                      ----------  ---------
 2.   Purchasing
                --------------------------------  ---------
 3.   Mgr., Legal Services Dept.     (Illegible)   12/9/99
                                      ---------

 4.   Vice President (Concerned)     (Illegible)   9 DEC 99
                                      ---------

 5.   Other (Specify)
                     ---------------------------  ---------
 6.
      ------------------------------------------  ---------
 7.
      ------------------------------------------  ---------

 8.   Treasurer                      (Illegible)   12/10/99
                                      ---------

 9.   Ins. Dept.
                --------------------------------  ---------
10.   President
               ---------------------------------  ---------

</TABLE>

ATTENTION AUDITOR                                         YES        NO
-----------------                                         ---        --

Should this data be microfilmed for protective purposes?
                                                          ---        ---
Microfilmed, Date:
                  ----------

COMMENTS - (Explain any changes or renewals or special information on new
--------
contracts)

CONTRACT TO BE SIGNED BY            PER            CONTRACT MAILED
                        ------------   ------------               -------------
                                                                      (DATE)
DISTRIBUTION OF COPIES MADE ON (Date)
                                      ------------
      Contractor, Document File (original), General Accounting, Insurance
-----
Department,      other (Specify)
           -----                 -----------------------------------------------

<PAGE>

[LOGO] KEYSPAN                                 KeySpan Energy Delivery
                                               201 Rivermoor Street
                                               West Roxbury, Massachusetts 02132
                                               Tel 617 723-5512

December 13, 2001

Colonel MacLeod
Marketing Manager
Maritimes & Northeast Pipeline
1801 Hollis Street, Suite 1600
Halifax, Nova Scotia
Canada B3J 3N4

Dear Colonel:

As a follow-up to our telephone conversation, I am forwarding this letter to
formally notify you of Boston Gas Company's intentions with respect to its
transportation agreement on Maritimes & Northeast Pipeline/Canada ("MNP").

Per Article II of the Agreement, "Customer shall have the one-time option to be
exercised in writing at least nine (9) months prior to the end of the Primary
Term, to extend the term of this Agreement through March 31, 2007". Boston Gas
Company hereby notifies MNP of its desire to exercise this option, and extend
the term of the agreement through March 31, 2007.

I look forward to working with you over the term of the Agreement. Should you
have any questions, please don't hesitate to give me a call at (617) 723-5512,
x4730.

Sincerely,


/s/ Elizabeth Danehy
----------------------------------
Elizabeth Danehy
Director - Customer Choice and Gas
Resource Management

<PAGE>

[LETTERHEAD] Maritimes & Northeast Pipeline

November 19, 1999

Mr. Bill Luthern
V.P. Gas Resources
Boston Gas Company
1 Beacon Street
Boston, Mass 02108
United States of America

Dear Mr Luthern,

I am pleased to be sending you Boston Gas Company ("Boston Gas") final and
original Firm Service Contract for transportation on the Maritimes & Northeast
Pipeline System. The completion of this contract is another step in the
development of a new natural gas basin which will serve many markets in the
Maritimes and New England.

For future reference your customer number is 0500 and contract number is
0500-FT019.

If you have any farther questions be sure to call.

Sincerely,


/s/ Colonel MacLeod
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Colonel MacLeod
Marketing Manager
Maritimes & Northeast Pipeline