Exhibit 4.5



                             REMARKETING AGREEMENT

         REMARKETING AGREEMENT, dated as of May 6, 2002 (the "Agreement") by
and between KeySpan Corporation, a New York corporation (the "Company"),
JPMorgan Chase Bank, a New York banking corporation, not individually but
solely as Purchase Contract Agent (the "Purchase Contract Agent") and as
attorney-in-fact of the holders of Purchase Contracts (as defined in the
Purchase Contract Agreement (as defined herein)), and J.P. Morgan Securities
Inc. (the "Remarketing Agent").

                                 WITNESSETH:

         WHEREAS, the Company will issue $400,000,000 (or up to $460,000,000
to the extent that the underwriters' overallotment option is exercised)
aggregate Stated Amount of its MEDS Equity Units (the "MEDS Equity Units")
under the Purchase Contract Agreement, dated as of May 6, 2002, by and between
the Purchase Contract Agent and the Company (the "Purchase Contract
Agreement"); and

         WHEREAS, the MEDS Equity Units will initially consist of 8,000,000
(or up to 9,200,000 to the extent that the underwriters' overallotment option
is exercised) units referred to as "Corporate MEDS;" and

         WHEREAS, the Company will issue, under the Indenture (as defined in
Schedule I hereto), concurrently in connection with the issuance of the MEDS
Equity Units $400,000,000 (or up to $460,000,000 to the extent that the
underwriters' overallotment option is exercised) aggregate principal amount of
Notes due 2008 (the "Notes") of the Company; and

         WHEREAS, the Notes forming a part of the Corporate MEDS will be
pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as of
May 6, 2002, by and among the Company, The Bank of New York, as collateral
agent, securities intermediary and custodial agent (the "Collateral Agent")
and the Purchase Contract Agent, to secure a Corporate MEDS holder's
obligations under the related Purchase Contract to purchase common stock of
the Company on May 16, 2005 (the "Purchase Contract Settlement Date"); and

         WHEREAS, the Notes of the Corporate MEDS holders and of the Separate
Note holders electing to have their Notes remarketed will be remarketed by the
Remarketing Agent on the third Business Day immediately preceding February 16,
2005 (the "Initial Remarketing Date"); and

         WHEREAS, in the event of a Failed Initial Remarketing, the Notes of
the Corporate MEDS holders and of the Separate Note holders electing to have
their Notes remarketed may be remarketed by the Remarketing Agent in an
Interim


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Remarketing at any time from the Initial Remarketing Date until the
ninth Business Day immediately preceding the Purchase Contract Settlement
Date; and

         WHEREAS, in the event of a Failed Initial Remarketing (and no
Successful Interim Remarketing), the Notes of the Separate Note holders who
elected to have their Notes remarketed in the Initial Remarketing and of the
Corporate MEDS holders who have elected not to settle the Purchase Contracts
related to their Corporate MEDS by Cash Settlement will be remarketed by the
Remarketing Agent in a Final Remarketing on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and

         WHEREAS, in the event of a Successful Initial Remarketing, the
applicable interest rate on the Notes will be reset on the Initial Remarketing
Date, to the Reset Rate which shall be determined by the Remarketing Agent as
the rate that such Notes should bear in order for the Notes to have an
approximate aggregate market value of 100.25% of the sum of the Treasury
Portfolio Purchase Price and Separate Notes Purchase Price on the Initial
Remarketing Date, provided that the Reset Rate will in no event (i) be less
than 4.90% and (ii) exceed the maximum rate permitted by applicable law; and

         WHEREAS, in the event of a Successful Interim Remarketing, the
applicable interest rate on the Notes will be reset on the Interim Remarketing
Date, to the Reset Rate which shall be determined by the Remarketing Agent as
the rate that such Notes should bear in order for the Notes to have an
approximate aggregate market value of 100.25% of the sum of the Treasury
Portfolio Purchase Price and the Separate Notes Purchase Price on the Interim
Remarketing Date, provided that the Reset Rate will in no event (i) be less
than 4.90% and (ii) exceed the maximum rate permitted by applicable law; and

         WHEREAS, in the event of a Successful Final Remarketing, the
applicable interest rate on the Notes that remain outstanding on and after the
Purchase Contract Settlement Date will be reset on the Final Remarketing Date,
to the Reset Rate which shall be determined by the Remarketing Agent as the
rate that such Notes should bear in order to have an approximate market value
of 100.25% (but not less than 100%) of the aggregate principal amount of the
Notes being remarketed, provided that the Reset Rate will in no event (i) be
less than 4.90% and (ii) exceed the maximum rate permitted by applicable law;
and

         WHEREAS, in the event of a Failed Final Remarketing, the applicable
interest rate on the Notes will be reset on the third Business Day immediately
preceding the Purchase Contract Settlement Date, to the Reset Rate to be
determined by the Remarketing Agent equal to (1) the Three-Year Benchmark
Treasury Rate (as defined in the Indenture) plus (2) the Applicable Spread (as
defined in the Indenture), provided that the Reset Rate will in no event (i)
be less than 4.90% and (ii) exceed the maximum rate permitted by applicable
law; and


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<PAGE>

        WHEREAS, the Company has requested J.P. Morgan Securities Inc.
("JPMorgan") to act as the Remarketing Agent, and as such to perform
the services described herein; and

         WHEREAS, JPMorgan is willing to act as Remarketing Agent and as such
to perform such duties on the terms and conditions expressly set forth herein;

         NOW, THEREFORE, for and in consideration of the covenants herein
made, and subject to the conditions herein set forth, the parties hereto agree
as follows:

        Section 1. Definitions. Capitalized terms used and not defined in this
Agreement, in the recitals hereto or in the paragraph preceding such recitals
shall have the meanings assigned to them in the Purchase Contract Agreement
or, if not therein defined, the Pledge Agreement.

        Section 2. Appointment and Obligations of Remarketing Agent. (a) The
Company hereby appoints JPMorgan and JPMorgan hereby accepts such appointment,
as the exclusive Remarketing Agent (subject to the right of the Remarketing
Agent to appoint additional remarketing agents hereunder as described below) to:

                (i)  determine in consultation with the Company, in the manner
        provided for herein and in the Indenture, with respect to the Notes,
        (1) in the case of the Initial Remarketing or any Interim Remarketing,
        the Reset Rate that, in the opinion of the Remarketing Agent, will, when
        applied to the Notes, enable the aggregate principal amount of the
        Notes being remarketed to have an approximate aggregate market value,
        subject to the proviso below, of 100.25% of the sum of the Treasury
        Portfolio Purchase Price and the Separate Notes Purchase Price as of the
        Initial Remarketing Date or Interim Remarketing Date, as applicable,
        (2) in the case of the Final Remarketing, the Reset Rate that, in the
        opinion of the Remarketing Agent, will, when applied to the Notes,
        enable a Note to have an aggregate market value of approximately 100.25%
        (but not less than 100%) of its principal amount as of the Final
        Remarketing Date and (3) in the case of a Failed Final Remarketing, the
        Reset Rate equal to (x) the Three-Year Benchmark Treasury Rate (as
        defined in the Indenture) plus (y) the Applicable Spread (as defined in
        the Indenture), provided, in each case, that (A) the Reset Rate will in
        no event be less than 4.90%, and (B) the Company, by notice to the
        Remarketing Agent prior to the eighth Business Day preceding (x) the
        Initial Remarketing Date, in the case of the Initial Remarketing and any
        Interim Remarketing or (y) the Purchase Contract Settlement Date, in the
        case of the Final Remarketing, shall, if applicable, limit the Reset
        Rate so that it does not exceed the maximum rate permitted by applicable
        law; and


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<PAGE>

               (ii) remarket (1) in the Initial Remarketing on the Initial
          Remarketing Date, the Notes of the Separate Note holders electing to
          have their Notes remarketed and of the Corporate MEDS holders, (2)
          in the case of a Failed Initial Remarketing, in any Interim
          Remarketing on the Interim Remarketing Date for such Interim
          Remarketing, the Notes of the Separate Note holders who elected to
          have their Notes remarketed and of the Corporate MEDS holders, and
          (3) in the case of a Failed Initial Remarketing (and no Successful
          Interim Remarketing), in the Final Remarketing on the Final
          Remarketing Date, the Notes of the Separate Note holders who elected
          to have their Notes remarketed and of the Corporate MEDS holders who
          have failed to notify the Purchase Contract Agent, on or prior to
          5:00 p.m. (New York City time) on the fifth Business Day immediately
          preceding the Purchase Contract Settlement Date, of their intention
          to settle the related Purchase Contracts through Cash Settlement, or
          who have so notified the Purchase Contract Agent but have failed to
          make the required cash payment prior to 11:00 a.m. (New York City
          time) on the fourth Business Day immediately preceding the Purchase
          Contract Settlement Date.

               (iii) if there are no Corporate MEDS outstanding and none of
          the Holders of Separate Notes have elected to have such Separate
          Notes remarketed, determine the Reset Rate as the rate that would
          have been established had a remarketing been held on the Initial
          Remarketing Date.

               (iv) in the event of a Failed Final Remarketing, determine the
          Reset Rate as the rate equal to the Three-Year Benchmark Treasury
          Rate (as defined in the Second Supplemental Indenture) plus the
          Applicable Spread (as defined in the Second Supplemental Indenture).

          In connection with any remarketing contemplated hereby, the
          Remarketing Agent will enter into a Supplemental Remarketing
          Agreement (the "Supplemental Remarketing Agreement") with the
          Company and the Purchase Contract Agent, which shall either be (i)
          substantially in the form attached hereto as Exhibit A (with such
          changes as the Company and the Remarketing Agent may agree upon, it
          being understood that changes may be necessary in the
          representations, warranties, covenants and other provisions of the
          Supplemental Remarketing Agreement due to changes in law or facts
          and circumstances or in the event that the Remarketing Agent is not
          the sole remarketing agent, and with such further changes therein as
          the Remarketing Agent may reasonably request), or (ii) in such other
          form as the Remarketing Agent may reasonably request, subject to the
          approval of the Company (such approval not to be unreasonably
          withheld). Anything herein to the contrary notwithstanding, JPMorgan
          shall not be obligated to act as Remarketing Agent hereunder unless
          the Supplemental Remarketing Agreement is in form and substance
          reasonably satisfactory to JPMorgan. The Company agrees that the
          Remarketing Agent shall have the right, on


<PAGE>

          15 Business Days notice to the Company, to appoint one or more
          additional remarketing agents so long as any such additional
          remarketing agents shall be reasonably acceptable to the Company.
          Upon any such appointment, the parties shall enter into an
          appropriate amendment to this Agreement to reflect the addition of
          any such remarketing agent.

        (b) Pursuant to the Supplemental Remarketing Agreement, the Remarketing
Agent, either as sole remarketing agent or as representative of a group of
remarketing agents appointed as aforesaid, will agree, subject to the terms
and conditions set forth herein and therein, to use its commercially
reasonable best efforts to remarket (i) on the Initial Remarketing Date, the
Notes that the Custodial Agent (as such term is defined in the Pledge
Agreement) and the Purchase Contract Agent shall have notified the Remarketing
Agent are to be included in the Initial Remarketing, at a price per Note such
that the aggregate price for the Notes being remarketed is at least 100.25% of
the sum of the Treasury Portfolio Purchase Price and the Separate Notes
Purchase Price, (ii) in the event of a Failed Initial Remarketing, in any
Interim Remarketing on any Interim Remarketing Date, the Notes that were
included in the Initial Remarketing, at a price per Note such that the
aggregate price for the Notes being remarketed is at least 100.25% of the sum
of the Treasury Portfolio Purchase Price and the Separate Notes Purchase
Price, and (iii) in the event of a Failed Initial Remarketing (and no
Successful Interim Remarketing), in the Final Remarketing on the Final
Remarketing Date, the Notes that the Custodial Agent and the Purchase Contract
Agent shall have notified the Remarketing Agent are to be included in the
Final Remarketing, at a price of approximately 100.25% (but not less than
100%) of the aggregate principal amount of such Notes being remarketed.

        With respect to an Interim Remarketing, the Remarketing Agent shall
notify the Purchase Contract Agent and the Collateral Agent of the Interim
Remarketing Date, not later than two Business Days prior to such Interim
Remarketing Date.

        The Remarketing Agent shall not remarket any Notes for a price per
Note that is less than the price necessary for the Notes to have an aggregate
price equal to 100.25% of the sum of the Treasury Portfolio Purchase Price and
the Separate Notes Purchase Price, in the case of the Initial Remarketing or
any Interim Remarketing, or 100% of the aggregate principal amount of such
Notes, in the case of the Final Remarketing.

        If a Failed Initial Remarketing, Failed Interim Remarketing or Failed
Final Remarketing occurs, the Remarketing Agent shall so advise by telephone
the Purchase Contract Agent, Collateral Agent, Company, Trustee, and
Depositary.

        By approximately 4:30 P.M., New York City time, on the date of a
Successful Remarketing, the Remarketing Agent shall advise, by telephone (i)
the Purchase Contract Agent, Collateral Agent, Company, Trustee, and
Depositary of


                                      5

<PAGE>

the Reset Rate determined in the Successful Remarketing and the
aggregate principal amount of Notes sold in the Successful Remarketing, (ii)
each purchaser (or the Depositary Participant thereof) of the Reset Rate and
the aggregate principal amount of Notes such purchaser is to purchase and
(iii) each purchaser to give instructions to its Depositary Participant to pay
the purchase price on the date three Business Days following the date of a
Successful Remarketing in same day funds against delivery of the Notes
purchased through the facilities of the Depositary.

         In the case of a Failed Final Remarketing, by approximately 4:30
P.M., New York City time, on the date of the Failed Final Remarketing, the
Remarketing Agent shall advise, by telephone the Collateral Agent, Purchase
Contract Agent, Company, Trustee, and Depositary of the Reset Rate.

         After deducting the fee specified in Section 3 below, the proceeds of
such Initial Remarketing, Interim Remarketing or Final Remarketing, as the
case may be, (i) with respect to the Notes which are components of the
Corporate MEDS, shall be paid to the Collateral Agent in accordance with
Section 5.07 of the Pledge Agreement and Section 5.02 of the Purchase Contract
Agreement (each of which Sections are incorporated herein by reference) and
(ii) with respect to the Separate Notes, shall be paid to the Custodial Agent
for payment to the holders of such Separate Notes in accordance with Section
5.02 of the Purchase Contract Agreement. The right of each holder of Separate
Notes or Corporate MEDS to have Notes tendered for the Initial Remarketing,
any Interim Remarketing or the Final Remarketing, as the case may be, shall be
limited to the extent that (i) the Remarketing Agent conducts an Initial
Remarketing and, in the event of a Failed Initial Remarketing, an Interim
Remarketing and, in the event of a Failed Initial Remarketing and no
Successful Interim Remarketing, a Final Remarketing pursuant to the terms of
this Agreement, (ii) Notes tendered have not been called for redemption, (iii)
the Remarketing Agent is able to find a purchaser or purchasers for tendered
Notes at a price of not less than (A) 100.25% of the sum of the Treasury
Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of
the Initial Remarketing or any Interim Remarketing, and (B) 100% of the
principal amount thereof, in the case of the Final Remarketing and (iv) such
purchaser or purchasers deliver the purchase price therefor to the Remarketing
Agent as and when required.

        (c) It is understood and agreed that the Remarketing Agent shall have no
obligation whatsoever to purchase any Notes, whether in the Initial
Remarketing, any Interim Remarketing, the Final Remarketing or otherwise, and
shall in no way be obligated to provide funds to make payment upon tender of
Notes for remarketing or to otherwise expend or risk its own funds or incur or
be exposed to financial liability in the performance of its duties under this
Agreement or the Supplemental Remarketing Agreement, and, without limitation
of the foregoing, the Remarketing Agent shall not be deemed an underwriter of


                                      6


<PAGE>

the remarketed Notes. The Company shall not be obligated in any case to
provide funds to make payment upon tender of Notes for remarketing.

       Section 3. Fees. (a) In the event of a Successful Initial Remarketing or
any Successful Interim Remarketing, the Remarketing Agent shall retain as a
remarketing fee (the "Remarketing Fee") an amount not exceeding 25 basis
points (0.25%) of the sum of the Treasury Portfolio Purchase Price and the
Separate Notes Purchase Price from any amount received in connection with such
Initial Remarketing or such Interim Remarketing in excess of the sum of the
Treasury Portfolio Purchase Price and the Separate Notes Purchase Price.

       (b) In the event of a Successful Final Remarketing, the Remarketing Agent
shall retain as the Remarketing Fee an amount not exceeding 25 basis points
(0.25%), of the principal amount of the remarketed Notes from any amount
received in connection with such Final Remarketing in excess of the aggregate
principal amount of such remarketed Notes.

       Section 4. Replacement and Resignation of Remarketing Agent. (a) The
Company may in its absolute discretion replace JPMorgan as the Remarketing
Agent hereunder by giving notice prior to 3:00 p.m., New York City time on the
thirtieth Business Day immediately prior to the Initial Remarketing Date. Any
such replacement shall become effective upon the Company's appointment of a
successor to perform the services that would otherwise be performed hereunder
by the Remarketing Agent. Upon providing such notice, the Company shall use
all commercially reasonable best efforts to appoint such a successor and to
enter into a remarketing agreement with such successor as soon as reasonably
practicable. The Company shall notify the Purchase Contract Agent and the
Collateral Agent of the appointment of any such successor.

       (b) JPMorgan may resign at any time and be discharged from its duties and
obligations hereunder as the Remarketing Agent by giving notice prior to 3:00
p.m., New York City time on the thirtieth Business Day immediately prior to
(i) the Initial Remarketing Date or (ii) the Final Remarketing Date. Any such
resignation shall become effective upon the Company's appointment of a
successor to perform the services that would otherwise be performed hereunder
by the Remarketing Agent. Upon receiving notice from the Remarketing Agent
that it wishes to resign hereunder, the Company shall appoint such a successor
and enter into a remarketing agreement with it as soon as reasonably
practicable.

       Section 5. Dealing in the Securities. The Remarketing Agent, when acting
hereunder or under the Supplemental Remarketing Agreement, or when acting in
its individual or any other capacity, may, to the extent permitted by law,
buy, sell, hold or deal in any of the Notes, Treasury MEDS, Corporate MEDS or
any other securities of the Company. With respect to any Notes, Treasury MEDS
Equity Units, Corporate MEDS or any other securities of the Company owned by
it, the Remarketing Agent may exercise any vote or join in any action with
like effect as if it did not act in any capacity hereunder. The Remarketing
Agent, in its


                                      7


<PAGE>

individual capacity, either as principal or agent, may also engage in or have
an interest in any financial or other transaction with the Company as freely
as if it did not act in any capacity hereunder. The Company may, to the extent
permitted by law, purchase any Notes that are remarketed by any Remarketing
Agent.

       Section 6. Registration Statement and Prospectus. (a) In connection with
the Initial Remarketing and any Interim Remarketing, if and to the extent
required in the view of counsel (which need not be an opinion) for either the
Remarketing Agent or the Company by applicable law, regulations or
interpretations in effect at the time of such Initial Remarketing or such
Interim Remarketing, as applicable, the Company (i) shall use its commercially
reasonable best efforts to have a registration statement relating to the Notes
effective under the Securities Act of 1933 prior to the third Business Day
immediately preceding (A) the February 16, 2005 (in the case of the Initial
Remarketing) or (B) the Interim Remarketing Date (in the case of such Interim
Remarketing), as applicable, (ii) if requested by the Remarketing Agent shall
furnish a current preliminary prospectus and, if applicable, a current
preliminary prospectus supplement to be used by the Remarketing Agent in the
Initial Remarketing or such Interim Remarketing, as applicable, not later than
seven Business Days prior to (A) the Initial Remarketing Date (in the case of
the Initial Remarketing) or (B) the Interim Remarketing Date (in the case of
such Interim Remarketing) (or, in each case, such earlier date as the
Remarketing Agent may reasonably request) and in such quantities as the
Remarketing Agent may reasonably request, (iii) shall furnish a current final
prospectus and, if applicable, a final prospectus supplement to be used by the
Remarketing Agent in the Initial Remarketing or such Interim Remarketing, as
applicable, not later than the third Business Day immediately preceding (A)
the Initial Remarketing Date (in the case of the Initial Remarketing) or (B)
the Interim Remarketing Date (in the case of such Interim Remarketing) in such
quantities as the Remarketing Agent may reasonably request, and shall pay all
expenses relating thereto and (iv) shall, at all times through the ninth
Business Day immediately preceding the Purchase Contract Settlement Date,
advise the Remarketing Agent, promptly after it receives notice thereof, of
the issuance by the U.S. Securities and Exchange Commission (the "SEC") of any
stop order or of any order preventing or suspending the use of the prospectus
referred to in clauses (ii) and (iii) above, of the initiation or threatening
of any proceeding for such purpose, or of any request by the SEC for the
amending or supplementing of the registration statement or the prospectus or
for additional information; and, in the event of the issuance of any stop
order or of any order preventing or suspending the use of any prospectus, to
use promptly its best efforts to obtain a withdrawal of such order.

       (b) In the event of a Failed Initial Remarketing and no Successful
Interim Remarketing, and in connection with the Final Remarketing, if and to
the extent required in the view of counsel (which need not be an opinion) for
either the Remarketing Agent or the Company by applicable law, regulations or
interpretations in effect at the time of such Final Remarketing, the Company
(i)


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<PAGE>

shall use its commercially reasonable best efforts to have a registration
statement relating to the Notes effective under the Securities Act of 1933
prior to the third Business Day immediately preceding the Purchase Contract
Settlement Date, (ii) if requested by the Remarketing Agent, shall furnish a
current preliminary prospectus and, if applicable, a current preliminary
prospectus supplement to be used by the Remarketing Agent in the Final
Remarketing not later than seven Business Days prior to the Purchase Contract
Settlement Date (or such earlier date as the Remarketing Agent may reasonably
request) and in such quantities as the Remarketing Agent may reasonably
request, and (iii) shall furnish a current final prospectus and, if
applicable, a final prospectus supplement to be used by the Remarketing Agent
in the Final Remarketing not later than the third Business Day immediately
preceding the Purchase Contract Settlement Date in such quantities as the
Remarketing Agent may reasonably request, and shall pay all expenses relating
thereto.

       (c) If in connection with (i) the Initial Remarketing, (ii) any Interim
Remarketing, or (iii) the Final Remarketing, it shall not be possible, in the
view of counsel (which need not be an opinion) for either the Remarketing
Agent or the Company, under applicable law, regulations or interpretations in
effect at the time of such Initial Remarketing, such Interim Remarketing or
such Final Remarketing to register the offer and sale by the Company of the
Notes under the Securities Act of 1933 as otherwise contemplated by this
Section 6, the Company (i) shall use its commercially reasonable best efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper and advisable to permit and effectuate the offer and
sale of the Notes in connection with the Initial Remarketing, such Interim
Remarketing or the Final Remarketing, as the case may be, without registration
under the Securities Act of 1933 pursuant to an exemption therefrom, if
available, including the exemption afforded by Rule l44A under the rules and
regulations promulgated under the Securities Act of 1933 by the Securities and
Exchange Commission, (ii) if requested by the Remarketing Agent shall furnish
a current preliminary remarketing memorandum to be used by the Remarketing
Agent in the Initial Remarketing, such Interim Remarketing or the Final
Remarketing, as the case may be, not later than seven Business Days prior to
the Initial Remarketing Date, in the case of the Initial Remarketing, the
Interim Remarketing Date, in the case of such Interim Remarketing, or the
Purchase Contract Settlement Date, in the case of the Final Remarketing (or in
either case such earlier date as the Remarketing Agent may reasonably request)
and in such quantities as the Remarketing Agent may reasonably request and
(iii) shall furnish a current final remarketing memorandum to be used by the
Remarketing Agent in the Initial Remarketing, such Interim Remarketing or the
Final Remarketing, as the case may be, not later than the Initial Remarketing
Date, in the case of the Initial Remarketing, the Interim Remarketing Date, in
the case of any Interim Remarketing, or the Final Remarketing Date, in the
case of the Final Remarketing, in such quantities as the Remarketing Agent may
reasonably request, and shall pay all expenses relating thereto.


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<PAGE>

       (d) The Company shall also use its commercially reasonable best efforts
to take all such actions as may (upon advice of counsel to the Company or the
Remarketing Agent) be necessary or desirable under state securities or blue
sky laws in connection with the Initial Remarketing, any Interim Remarketing
and the Final Remarketing; provided that the Company shall not be required to
qualify as a foreign corporation, file a general consent to service of process
or become subject to taxation in any jurisdiction.

       Section 7. Conditions to the Remarketing Agent's Obligations. (a) The
obligations of the Remarketing Agent under this Agreement and the Supplemental
Remarketing Agreement shall be subject to the terms and conditions of this
Agreement and the Supplemental Remarketing Agreement, including, without
limitation, the following conditions: (i) the Notes tendered for, or otherwise
to be included in the Initial Remarketing, any Interim Remarketing, or Final
Remarketing, as the case may be, have not been called for redemption, (ii) the
Remarketing Agent is able to find a purchaser or purchasers for tendered Notes
(1) in the case of the Initial Remarketing or any Interim Remarketing, at a
price not less than 100.25% of the sum of the Treasury Portfolio Purchase
Price and the Separate Notes Purchase Price, and (2) in the case of the Final
Remarketing, at a price per Note not less than 100% of the principal amount
thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the
Custodial Agent, the Securities Intermediary, the Company and the Trustee
shall have performed their respective obligations in connection with the
Initial Remarketing, the Interim Remarketing and, in the event of a Failed
Initial Remarketing and no Successful Interim Remarketing, in connection with
the Final Remarketing, in each case pursuant to the Purchase Contract
Agreement, the Pledge Agreement, the Indenture, this Agreement and the
Supplemental Remarketing Agreement (including, without limitation, the
Quotation Agent giving the Remarketing Agent notice of the Treasury Portfolio
Purchase Price no later than 5:00 p.m., New York City time, on (A) the Initial
Remarketing Date, in the case of the Initial Remarketing or (B) the Interim
Remarketing Date, in the case of any Interim Remarketing, and the Purchase
Contract Agent and the Custodial Agent giving the Remarketing Agent notice of
the aggregate principal amount, as the case may be, of Notes to be remarketed,
no later than 11:00 a.m., New York City time, on the Business Day prior to the
Initial Remarketing Date or the Final Remarketing Date, as applicable, and, in
each case, the Collateral Agent and the Custodial Agent concurrently
delivering the Notes to be remarketed to the Remarketing Agent), (iv) no Event
of Default (as defined in the Indenture) shall have occurred and be
continuing, (v) the accuracy of the representations and warranties of the
Company included and incorporated by reference in this Agreement and the
Supplemental Remarketing Agreement or in certificates of any officer of the
Company delivered pursuant to the provisions included or incorporated by
reference in this Agreement or the Supplemental Remarketing Agreement, (vi)
the performance by the Company of its covenants and other obligations included
and incorporated by reference in this Agreement and the Supplemental
Remarketing Agreement, and (vii) the satisfaction of the other conditions set
forth and


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<PAGE>

incorporated by reference in this Agreement and the Supplemental
Remarketing Agreement.

       (b) If at any time during the term of this Agreement, any Event of
Default (as defined in the Indenture) or event that with the passage of time
or the giving of notice or both would become an Event of Default has occurred
and is continuing under the Indenture, then the obligations and duties of the
Remarketing Agent under this Agreement and the Supplemental Remarketing
Agreement shall be suspended until such default or event has been cured. The
Company will promptly give the Remarketing Agent notice of all such defaults
and events of which the Company is aware.

       Section 8. Termination of Remarketing Agreement. This Agreement shall
terminate as to any Remarketing Agent that is replaced on the effective date
of its replacement pursuant to Section 4(a) hereof or pursuant to Section 4(b)
hereof. Notwithstanding any such termination, the obligations set forth in
Section 3 hereof shall survive and remain in full force and effect until all
amounts payable under said Section 3 shall have been paid in full. In
addition, each former Remarketing Agent shall be entitled to the rights and
benefits under Sections 9 and 10 of this Agreement, notwithstanding the
replacement or resignation of such Remarketing Agent.

       Section 9. Remarketing Agent's Performance; Duty of Care. The duties and
obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement and the Supplemental Remarketing Agreement. No
implied covenants or obligations of or against the Remarketing Agent shall be
read into this Agreement or the Supplemental Remarketing Agreement. In the
absence of bad faith on the part of the Remarketing Agent, the Remarketing
Agent may conclusively rely upon any document furnished to it which purports
to conform to the requirements of this Agreement or the Supplemental
Remarketing Agreement, as the case may be, as to the truth of the statements
expressed therein. The Remarketing Agent shall be protected in acting upon any
document or communication reasonably believed by it to be signed, presented or
made by the proper party or parties. The Remarketing Agent shall have no
obligation to determine whether there is any limitation under applicable law
on the Reset Rate on the Notes or, if there is any such limitation, the
maximum permissible Reset Rate on the Notes, and it shall rely solely upon
written notice from the Company (which the Company agrees to provide prior to
the eighth Business Day before (A) the Initial Remarketing Date, in the case
of the Initial Remarketing and any Interim Remarketing and (B) the Final
Remarketing Date, in the case of the Final Remarketing) as to whether or not
there is any such limitation and, if so, the maximum permissible Reset Rate.
The Remarketing Agent shall incur no liability under this Agreement or the
Supplemental Remarketing Agreement to any beneficial owner or holder of Notes,
or other securities, either in its individual capacity or as Remarketing
Agent, for any action or failure to act in connection with the Remarketing or
otherwise in connection with the transactions contemplated by this Agreement
or


                                      11


<PAGE>

the Supplemental Remarketing Agreement. The provisions of this Section 9
shall survive any termination of this Agreement and shall also continue to
apply to every Remarketing Agent notwithstanding its resignation or removal.

       Section 10. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless the Remarketing Agent and its directors, officers,
employees, agents, affiliates and each person, if any, who controls the
Remarketing Agent within the meaning of either Section 15 of the Securities
Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities
Exchange Act of 1934, as amended (the "1934 Act") (the Remarketing Agent and
each such person or entity being an "Agent Indemnified Party"), as follows:

          (i) from and against any and all losses, claims, damages,
     liabilities and expenses whatsoever, joint or several, as incurred, to
     which such Agent Indemnified Party may become subject under any
     applicable federal or state law, or otherwise, and related to, arising
     out of, or based on (A) the failure to have an effective Registration
     Statement (as defined in the Supplemental Remarketing Agreement) under
     the 1933 Act relating to the Notes, as the case may be, if required, or
     the failure to satisfy the prospectus delivery requirements of the 1933
     Act because the Company failed to provide the Remarketing Agent with a
     Prospectus (as defined in the Supplemental Remarketing Agreement) for
     delivery, or (B) any untrue statement or alleged untrue statement of a
     material fact contained in the Registration Statement or any amendment
     thereto (including any information deemed to be a part of the
     Registration Statement at the time it became effective pursuant to
     paragraph (b) of Rule 430A under the 1933 Act, if applicable), or the
     omission or alleged omission therefrom of a material fact required to be
     stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading, or (C)
     any untrue statement or alleged untrue statement of a material fact
     contained in any preliminary prospectus or the Prospectus, or any
     amendment or supplement thereto, or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made,
     not misleading, or (D) any untrue statement or alleged untrue statement
     of a material fact contained in any preliminary remarketing memorandum or
     any final remarketing memorandum, or any amendment or supplement thereto,
     or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light or the
     circumstances under which they were made, not misleading, or (E) any
     untrue statement or alleged untrue statement of a material fact contained
     in any other information (whether oral or written) or documents
     (including, without limitation, any documents incorporated or deemed to
     be incorporated by reference in any such information or documents)
     provided by the Company for use in connection with the remarketing of the
     Notes or any of the transactions related thereto, or (F) any breach by


                                      12


<PAGE>

     the Company of any of the representations, warranties or agreements
     included or incorporated by reference in this Agreement or the
     Supplemental Remarketing Agreement, or (G) any failure by the Company to
     make or consummate the remarketing of the Notes (including, without
     limitation, any Failed Initial Remarketing, Failed Interim Remarketing or
     Failed Final Remarketing) or the withdrawal, recession, termination,
     amendment or extension of the terms of such remarketing, or (H) any
     failure on the part of the Company to comply, or any breach by the
     Company of, any of the provisions included or incorporated by reference
     in this Agreement, the Supplemental Remarketing Agreement, the Purchase
     Contract Agreement, the Corporate MEDS, the Treasury MEDS, the Pledge
     Agreement, the Indenture or the Notes (collectively, the "Operative
     Documents") or (I) the remarketing of the Notes, as the case may be, or
     any other transaction contemplated by any of the Operative Documents, or
     the engagement of the Remarketing Agent pursuant to, or the performance
     by the Remarketing Agent of the respective services contemplated by, this
     Agreement or the Supplemental Remarketing Agreement, whether or not the
     Initial Remarketing, any Interim Remarketing or the Final Remarketing or
     the reset of the interest rate on the Notes as contemplated herein
     actually occur;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever related to, arising out of or based on any matter described in
     (i) above; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the Remarketing Agent),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever related to,
     arising out or based on any matter described in (i) above, whether or not
     such Agent Indemnified Party is a party and whether or not such claim,
     action or proceeding is initiated or brought by or on behalf of the
     Company to the extent that any such expense is not paid under (i) or (ii)
     above;

provided, however, that the Company shall not be liable under clause (i) (B),
(i) (C), (i) (D) or (i) (E) to the extent any such loss, claim, damage,
liability or expense arises out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and conformity with written
information furnished to the Company by the Remarketing Agent expressly for
use in the Registration Statement (or any amendment thereto), any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) or any
preliminary or final remarketing memorandum (or any amendment or supplement
thereto) or any


                                      13


<PAGE>


other documents used in connection with remarketing of the Notes, as the case
may be; provided, further, that with respect to any untrue statement or
omission of a material fact made in any preliminary prospectus, the indemnity
agreement contained in this Section 10(a) shall not inure to the benefit of
the Remarketing Agent to the extent that any such loss, claim, damage or
liability of the Remarketing Agent occurs under the circumstance where (w) the
Company had previously furnished copies of the Prospectus or remarketing
memorandum to the Remarketing Agent, (x) delivery of the Prospectus or
remarketing memorandum was required to be made to such person, (y) the untrue
statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact contained in the preliminary prospectus
was corrected in the Prospectus or in a preliminary remarketing memorandum was
corrected in the final remarketing memorandum, and (z) there was not sent or
given to such person, at or prior to the written confirmation of the sale of
Notes to such person, a copy of the Prospectus or remarketing memorandum and
the delivery thereof would have constituted a complete defense to such
person's claim in respect of such untrue statement or omission or alleged
untrue statement or omission; provided, further, that the Company shall not be
liable under clause (i)(G) or (i)(I) to the extent that such loss, claim,
damage, liability or expense has, by final judicial determination, resulted
from the willful misconduct, bad faith or gross negligence of the Remarketing
Agent or by its failure to fulfill, in any material respect, its express
obligations hereunder or under the Supplemental Remarketing Agreement.

         The Company agrees that no Agent Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to
the Company or its respective security holders or creditors relating to or
arising out of the engagement of the Remarketing Agent pursuant to, or the
performance by the Remarketing Agent of its respective services contemplated
by, this Agreement or the Supplemental Remarketing Agreement except to the
extent that any loss, claim, damage, liability or expense is found in a final
judgment by a court of competent jurisdiction to have resulted from the
willful misconduct, gross negligence or bad faith of the Remarketing Agent.

         The Company agrees that, without the Remarketing Agent's prior
written consent, it will not settle, compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any action or
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 10(a) (whether or not the Remarketing Agent's or any
other Agent Indemnified Party is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or consent (i)
includes an unconditional release of each Agent Indemnified Party from all
liability arising out of such litigation, investigation, proceeding, action or
claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of an Agent Indemnified Party.


                                      14


<PAGE>

         (b) The Remarketing Agent agrees to indemnify and hold harmless the
Company, its directors and its officers who sign the Registration Statement,
and each person, if any, who controls the Company within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act (the "Company
Indemnified Parties") to the same extent as the foregoing indemnity from the
Company to the Agent Indemnified Parties, but only with reference to
information relating to such Remarketing Agent furnished to the Company in
writing by such Remarketing Agent expressly for use in the Registration
Statement, any preliminary prospectus, any preliminary remarketing memorandum,
the Prospectus, any remarketing memorandum or any amendments or supplements
thereto or any other documents used in connection with the Remarketing of the
Notes, as the case may be.

         The Company agrees that, without the Remarketing Agent's prior
written consent, it will not settle, compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any action or
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 10(b) (whether or not the Company or any other
Company Indemnified Party is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or consent (i)
includes an unconditional release of each Company Indemnified Party from all
liability arising out of such litigation, investigation, proceeding, action or
claim and (ii) does not include a statement as to, or an admission of fault,
culpability or a failure to act by or on behalf of a Company Indemnified
Party.

         (c) If the indemnification provided for in Section 10(a) or 10(b)
hereof is for any reason unavailable to or insufficient to hold harmless any
party seeking indemnification thereunder (an "Indemnified Party") in respect of
any losses, liabilities, claims, damages or expenses referred to therein, then
the Company, on the one hand, and the Remarketing Agent on the other hand, shall
contribute to the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such Indemnified Party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Remarketing Agent on the other hand from
the remarketing of the Notes contemplated hereby or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand
and of the Remarketing Agent on the other hand in connection with the
statements, omissions or other matters which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Remarketing Agent on the other hand in connection with the
remarketing of the Notes contemplated hereby shall be deemed to be in the same
respective proportions as the aggregate principal amount of the Notes which
are or are to be remarketed bears to the aggregate fees actually received by the


                                      15


<PAGE>

Remarketing Agent under Section 3 hereof. The relative fault of the Company on
the one hand and the Remarketing Agent on the other hand (i) in the case of an
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, shall be determined by reference to, among
other things, whether such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or by the Remarketing
Agent on the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission
and (ii) in the case of any other action or omission shall be determined by
reference to, among other things, whether such action or omission was taken or
omitted to be taken by the Company on the one hand, or by the Remarketing
Agent, on the other hand, and the parties' relative intent, knowledge, access
to information and opportunity to prevent or correct such action or omission.
The Company and the Remarketing Agent agree that it would not be just and
equitable if contribution pursuant to this Section 10(c) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section
10(c). The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an Indemnified Party and referred to above in this
Section 10(c) shall be deemed to include any legal or other expenses incurred
by such Indemnified Party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or any such omission or alleged omission or
any other such action or omission; provided, however, that to the extent
permitted by applicable law, in no event shall the Remarketing Agent be
required to contribute any amount which, in the aggregate, exceeds the
aggregate fees received by it under Section 3 of this Agreement. No
investigation or failure to investigate by any Indemnified Party shall impair
the foregoing indemnification and contribution agreement or any rights an
Indemnified Party may have. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

        (d) Promptly after receipt by any Indemnified Party of written notice of
any claim or commencement of an action or proceeding with respect to which
indemnification may be sought hereunder, such party will notify the party from
whom indemnification is sought (the "Indemnifying Party") in writing of such
claim or of the commencement of such action or proceeding, but failure to so
notify the Indemnifying Party will not relieve the Indemnifying Party from any
liability which it may have to such party seeking indemnification under this
Section 10, and in any event will not relieve the Indemnifying Party from any
other liability that it may have to such party. The Indemnifying Party, upon
request of the Indemnified Party, shall retain counsel reasonably satisfactory
to the Indemnified Party to represent the Indemnified Party and any others the
Indemnifying Party may designate in such proceeding and shall pay the


                                      16


<PAGE>

reasonable fees and expenses of such counsel related to such proceeding. In
any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the contrary, (ii) the
Indemnifying Party has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Party or (iii) the named parties in
any such proceeding (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.

        (e) Anything herein or in the Supplemental Remarketing Agreement to the
contrary notwithstanding, the provisions of this Section 10, and the rights of
the Remarketing Agent and the other Indemnified Parties hereunder, shall be in
addition to, and not in limitation of, any rights or benefits (including,
without limitation, rights to indemnification or contribution) which the
Remarketing Agent or any other Indemnified Party may have under any other
instrument or agreement.

        Section 11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

        Section 12. Term of Agreement. (a) Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided herein,
this Agreement shall remain in full force and effect from the date hereof
until the first day thereafter on which no Notes are outstanding, or, if
earlier, the fourth Business Day immediately following the February 16, 2005,
in the case of a Successful Initial Remarketing, the fourth Business Day
immediately following the Interim Remarketing Date, in the case of a
Successful Interim Remarketing, or the Business Day immediately following the
Purchase Contract Settlement Date, in the case of a Successful Final
Remarketing. Anything herein to the contrary notwithstanding, the provisions
of Sections 3, 8, 9, 10 and 12(b) hereof shall survive any termination of this
Agreement and remain in full force and effect.

        (b) All representations and warranties included or incorporated by
reference in this Agreement, the Supplemental Remarketing Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
or thereto, shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Remarketing Agent or any of its
controlling persons, or by or on behalf of the Company or the Purchase
Contract Agent, and shall survive the remarketing of the Notes.

        Section 13. Successors and Assigns. Except in the case of a succession
pursuant to the terms of the Purchase Contract Agreement, the rights and
obligations of the Company and the Purchase Contract Agent (both in its
capacity as Purchase Contract Agent and as attorney-in-fact) hereunder may not
be assigned or delegated to any other person without the prior written consent
of the


                                      17


<PAGE>

Remarketing Agent. The rights and obligations of the Remarketing Agent
hereunder may not be assigned or delegated to any other person without the
prior written consent of the Company, except that the Remarketing Agent shall
have the right to appoint additional remarketing agents as provided herein.
This Agreement shall inure to the benefit of and be binding upon the Company,
the Purchase Contract Agent and the Remarketing Agent and its respective
successors and assigns and the other Indemnified Parties (as defined in
Section 10 hereof) and the successors, assigns, heirs and legal
representatives of the Indemnified Parties. The terms "successors" and
"assigns" shall not include any purchaser of Notes or Notes merely because of
such purchase.

       Section 14. Headings. Section headings have been inserted in this
Agreement and the Supplemental Remarketing Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are
not a part of this Agreement or the Supplemental Remarketing Agreement and
will not be used in the interpretation of any provision of this Agreement or
the Supplemental Remarketing Agreement.

       Section 15. Severability. If any provision of this Agreement or the
Supplemental Remarketing Agreement shall be held or deemed to be or shall, in
fact, be invalid, inoperative or unenforceable as applied in any particular
case in any or all jurisdictions because it conflicts with any provisions of
any constitution, statute, rule or public policy or for any other reason,
then, to the extent permitted by law, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement or the
Supplemental Remarketing Agreement, as the case may be, invalid, inoperative
or unenforceable to any extent whatsoever.

       Section 16. Counterparts. This Agreement and the Supplemental Remarketing
Agreement may be executed in counterparts, each of which shall be regarded as
an original and all of which shall constitute one and the same document.

       Section 17. Amendments. This Agreement and the Supplemental Remarketing
Agreement may be amended by any instrument in writing signed by the parties
hereto. The Company and the Purchase Contract Agent agree that they will not
enter into, cause or permit any amendment or modification of the Purchase
Contract Agreement, the Indenture, the Pledge Agreement, the Notes, the MEDS
Equity Units or any other instruments or agreements relating to the Notes or
the MEDS Equity Units which would adversely affect the rights, duties or
obligations of the Remarketing Agent without the prior written consent of the
Remarketing Agent.

       Section 18. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of


                                      18


<PAGE>

telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, registered
or certified mail, return receipt requested and postage prepaid. All such
notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to KeySpan Corporation, One Metro Tech Center,
Brooklyn, New York, 11201; if to the Remarketing Agent, to J.P. Morgan
Securities Inc., 277 Park Ave., New York, New York 10172; and if to the
Purchase Contract Agent, to JPMorgan Chase Bank, 450 West 33rd Street, New
York, New York 10001 or to such other address as any of the above shall
specify to the other in writing.

       Section 19. Information. The Company agrees to furnish the Remarketing
Agent with such information and documents as the Remarketing Agent may
reasonably request in connection with the transactions contemplated by this
Remarketing Agreement and the Supplemental Remarketing Agreement, and make
reasonably available to the Remarketing Agent and any accountant, attorney or
other advisor retained by the Remarketing Agent such information that parties
would customarily require in connection with a due diligence investigation
conducted in accordance with applicable securities laws and cause the
Company's officers, directors, employees and accountants to participate in all
such discussions and to supply all such information reasonably requested by
any such person in connection with such investigation.





















                                      19


<PAGE>



         IN WITNESS WHEREOF, each of the Company, the Purchase Contract Agent
and the Remarketing Agent has caused this Agreement to be executed in its name
and on its behalf by one of its duly authorized signatories as of the date
first above written.



                                   KEYSPAN CORPORATION



                                   By:  /s/ Gerald Luterman
                                         --------------------------------------
                                   Name:    Gerald Luterman
                                   Title:   Executive Vice President and Chief
                                            Financial Officer



CONFIRMED AND ACCEPTED:

J.P. MORGAN SECURITIES INC.


By:   /s/ Jeffrey J. Zajkowski
    ------------------------------
   Name:  Jeffrey J. Zajkowski
   Title: Managing Director



JPMORGAN CHASE BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the Holders of the
Purchase Contracts


By:    /s/ Francine Springer
    -----------------------------
    Name:  Francine Springer
    Title: Vice President


<PAGE>


                                                                  Exhibit A to
                                                         Remarketing Agreement

                  Form of Supplemental Remarketing Agreement

         Supplemental Remarketing Agreement dated ______________, ____ among
KeySpan Corporation, a New York corporation (the "Company"), J.P. Morgan
Securities Inc. (the "Remarketing Agent"), and JPMorgan Chase Bank, as
Purchase Contract Agent and attorney-in-fact for the Holders of the Purchase
Contracts (as such terms are defined in the Purchase Contract Agreement
referred to in Schedule I hereto).

         NOW, THEREFORE, for and in consideration of the covenants herein
made, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Remarketing
Agreement dated as of May 6, 2002 (the "Remarketing Agreement") among the
Company, the Purchase Contract Agent and the Remarketing Agent, if not defined
in the Remarketing Agreement, the meanings assigned to them in the Purchase
Contract Agreement (as defined in Schedule I hereto).

         2. Registration Statement and Prospectus. The Company has filed with
the Securities and Exchange Commission, and there has become effective, a
registration statement on Form S-3, including a prospectus, relating to the
Notes (as such term is defined on Schedule I hereto). Such Registration
Statement, as amended, and including the information deemed to be a part
thereof pursuant to Rule 430A under the Securities Act of 1933, as amended
(the "1933 Act"), and the documents incorporated or deemed to be incorporated
by reference therein, are hereinafter called, collectively, the "Registration
Statement"; (the related preliminary prospectus dated ____________, including
the documents incorporated or deemed to be incorporated by reference therein,
[and preliminary prospectus supplemented dated __________] are hereinafter
called, [collectively] the "preliminary prospectus";] and the related
prospectus dated _____________, including the documents incorporated or deemed
to be incorporated by reference therein, [and prospectus supplement dated
_________] are hereinafter called, [collectively,] the "Prospectus." The
Company has provided copies of the Registration Statement [, the preliminary
prospectus] and the Prospectus to the Remarketing Agent, and hereby consents
to the use of the [preliminary prospectus] and the Prospectus in connection
with the remarketing of the Notes. (IN THE EVENT THAT A REGISTRATION STATEMENT
IS NOT POSSIBLE OR NOT REQUIRED, INSERT THE FOLLOWING: The Company has
provided to the Remarketing Agent, for use in connection with remarketing of
the Notes (as such term is defined on Schedule I hereto), a [preliminary
remarketing memorandum and] remarketing memorandum and [describe other
materials, if any]. Such remarketing memorandum (including the documents
incorporated or deemed to be


                                      1


<PAGE>

incorporated by reference therein, [and] [describe other materials] are
hereinafter called, collectively, the "Prospectus," [and such preliminary
marketing memorandum (including the documents incorporated or deemed to be
incorporated by reference therein) is hereinafter called a "preliminary
prospectus")]. The Company hereby consents to the use of the Prospectus [and
the preliminary prospectus] in connection with the remarketing of the Notes].
All references in this Agreement to amendments or supplements to the
Registration Statement [, the preliminary prospectus] or the Prospectus shall
be deemed to mean and include the filing of any document under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), which is incorporated or
deemed to be incorporated by reference in the Registration Statement [, the
preliminary prospectus] or the Prospectus, as the case may be.

         3.       Provisions Incorporated by Reference.

         (a) Subject to Section 3(b), the provisions of the Underwriting
Agreement (other than Section 1, Section 2, Section 3, Section 7, Section 9
and Section 10 thereof) are incorporated herein by reference, mutatis
mutandis, except as set forth in Schedule I hereto, and the Company hereby
makes the representations and warranties, and agrees to comply with the
covenants and obligations, set forth in the provisions of the Underwriting
Agreement incorporated by reference herein, as modified by the provisions of
Section 3(b) hereof.

         (b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to
the "Underwriter" or "Underwriters" shall be deemed to refer to the
Remarketing Agent and all references to the "Representative" or the
"Representatives" shall be deemed to refer to J.P. Morgan Securities Inc.
("JPMorgan"); (ii) all references therein to the "Securities" shall be deemed
to refer to the Notes as defined herein; (iii) all references therein to the
"Closing Date" shall be deemed to refer to the Remarketing Closing Date
specified in Schedule I hereto; (iv) all references therein to the
"Registration Statement", the "Preliminary Prospectus" or the "Prospectus"
shall be deemed to refer to the Registration Statement, the Preliminary
Prospectus and the Prospectus, respectively, as defined herein; (v) all
references therein to this "Agreement," the "Underwriting Agreement,"
"hereof," "herein" and all references of similar import, shall be deemed to
mean and refer to this Supplemental Remarketing Agreement; (vi) all references
therein to "the date hereof," "the date of this Agreement" and all similar
references shall be deemed to refer to the date of this Supplemental
Remarketing Agreement; and (vii) all references therein to any "settlement
date" shall be disregarded.

         4. Remarketing. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated by
reference herein and in the Remarketing Agreement, the Remarketing Agent
agrees to use its commercially reasonable best efforts to remarket, in the
manner set forth in Section 2(b) of the Remarketing Agreement, the aggregate
principal amount, as the case may be, of Notes set forth in Schedule I hereto
at a purchase price not less


                                      2


<PAGE>


than [100.25% of the sum of the Treasury Portfolio Purchase Price and the
Separate Notes Purchase Price] [100% of the aggregate principal amount of the
Notes]. In connection therewith, the registered holder or holders thereof
agree, in the manner specified in Section 5 hereof, to pay to the Remarketing
Agent a Remarketing Fee equal to an amount not exceeding 25 basis points
(0.25%) of [the sum of the Treasury Portfolio Purchase Price and the Separate
Notes Purchase Price] [such aggregate principal amount,) payable by deduction
from any amount received in connection from such [Initial] [Interim] [Final]
Remarketing in excess of the [sum of the Treasury Portfolio Purchase Price and
the Separate Notes Purchase Price] [aggregate principal amount of the Notes].
The right of each holder of Notes to have Notes tendered for purchase shall be
limited to the extent set forth in the last sentence of Section 2(b) of the
Remarketing Agreement (which is incorporated by reference herein). As more
fully provided in Section 2 (c) of the Remarketing Agreement (which is
incorporated by reference herein), the Remarketing Agent is not obligated to
purchase any Notes in the remarketing or otherwise, and neither the Company
nor the Remarketing Agent shall be obligated in any case to provide funds to
make payment upon tender of Notes for remarketing.

         5. Delivery and Payment. Delivery of payment for the remarketed Notes
by the purchasers thereof identified by the Remarketing Agent and payment of
the Remarketing Fee shall be made on the Remarketing Closing Date at the
location and time specified in Schedule I hereto (or such later date not later
than five Business Days after such date as the Remarketing Agent and the
Company shall agree), which date and time may be postponed by agreement
between the Remarketing Agent and the Company. Delivery of the remarketed
Notes and payment of the Remarketing Fee shall be made to the Remarketing
Agent against payment by the respective purchasers of the remarketed Notes of
the consideration therefor as specified herein, which consideration shall be
paid to the Collateral Agent for the account of the persons entitled thereto
by certified or official bank check or checks drawn on or by a New York
Clearing House bank and payable in immediately available funds or in
immediately available funds by wire transfer to an account or accounts
designated by the Collateral Agent.

         If the Notes are not represented by a Global Security held by or on
behalf of The Depository Trust Company, certificates for the Notes shall be
registered in such names and denominations as the Remarketing Agent may
request not less than one full Business Day in advance of the Remarketing
Closing Date, and the Company, the Collateral Agent and the registered holder
or holders thereof agree to have such certificates available for inspection,
packaging and checking by the Remarketing Agent in New York, New York not
later than 1:00 p.m. on the Business Day prior to the Remarketing Closing
Date.

         6. Notices. Unless otherwise specified, any notices, requests, consents
or other communications given or made hereunder or pursuant hereto shall be
made in writing or transmitted by any standard form of telecommunication,
including telephone or telecopy, and confirmed in writing. All written notices
and


                                      3


<PAGE>

confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to KeySpan Corporation, One Metro Tech Center, Brooklyn, New York,
11201; if to the Remarketing Agent, to J.P. Morgan Securities Inc., 277 Park
Avenue, New York, New York 10172; and if to the Purchase Contract Agent, to
JPMorgan Chase Bank, 450 West 33rd Street, New York, New York 10001 or to such
other address as any of the above shall specify to the other in writing.

         7. Conditions to Obligations of Remarketing Agent. Anything herein to
the contrary notwithstanding, the parties hereto agree (and the holders and
beneficial owners of the Notes will be deemed to agree) that, except to the
extent set forth in Schedule I hereto, the obligations of the Remarketing
Agent under this Agreement and the Remarketing Agreement are subject to the
satisfaction of the conditions set forth in Section 7 of the Remarketing
Agreement (which are incorporated herein by reference), and to the
satisfaction, on the Remarketing Closing Date, of the conditions incorporated
by reference herein from Section 6 of the Underwriting Agreement as modified
by Section 3(b) hereof (including, without limitation, the delivery of
opinions of counsel, officers' certificates and accountants' comfort letters
in form and substance satisfactory to the Remarketing Agent, the accuracy as
of the Remarketing Closing Date of the representations and warranties of the
Company included and incorporated by reference herein and the performance by
the Company of its obligations under the Remarketing Agreement and this
Agreement as and when required hereby and thereby). In addition, anything
herein or in the Remarketing Agreement to the contrary notwithstanding, the
Remarketing Agreement and this Agreement may be terminated by the Remarketing
Agent, by notice to the Company at any time prior to the time of settlement on
the Remarketing Closing Date, if any of the events or conditions set forth in
Section 8 of the Underwriting Agreement, as modified by Section 3(b) hereof,
shall have occurred or shall exist.

         8. Indemnity and Contribution. Anything herein to the contrary
notwithstanding, the Remarketing Agent shall be entitled to indemnity and
contribution on the terms and conditions set forth in the Remarketing
Agreement.








                                      4


<PAGE>


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the Remarketing Agent.

                            Very truly yours,

                            KEYSPAN CORPORATION



                            By:______________________________________________
                               Name:
                               Title:


CONFIRMED AND ACCEPTED:

J.P. MORGAN SECURITIES INC.


By: ____________________________________
    Authorized Signatory



[Add other Remarketing Agents, if any]



JPMORGAN CHASE BANK,
not individually but solely as Purchase
Contract Agent and as attorney-in-fact for
the Holders of the Purchase Contracts


By: ____________________________________
    Name:
    Title:


<PAGE>


                                  SCHEDULE I

        Notes subject to the remarketing: Notes due 2008 of the Company (the
"Notes").

        Purchase Contract Agreement, dated as of May 6, 2002 (the "Purchase
Contract Agreement") by and between KeySpan Corporation, a New York
corporation, and JPMorgan Chase Bank, a New York banking corporation, as
Purchase Contract Agent and as attorney-in-fact for the Holders of the
Purchase Contracts.

        Pledge Agreement dated as of May 6, 2002 (the "Pledge Agreement") by
and between KeySpan Corporation, a New York corporation, JPMorgan Chase Bank,
a New York banking corporation, as Purchase Contract Agent and The Bank of New
York, a New York banking corporation, as Collateral Agent, Custodial Agent and
Securities Intermediary.

        Indenture dated as of November 1, 2000 (the "Base Indenture") by and
between KeySpan Corporation, a New York corporation, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as trustee.

        Second Supplemental Indenture, dated as of May 6, 2002 (the
"Supplemental Indenture" and, together with the Base Indenture, the
"Indenture") by and between KeySpan Corporation, a New York corporation, and
JPMorgan Chase Bank, as trustee.

        Aggregate Principal Amount of Notes: $ ____________

        Underwriting Agreement, dated April 30, 2002 (the "Underwriting
Agreement") among KeySpan Corporation and J.P. Morgan Securities Inc. and the
other underwriters named therein.

        Remarketing Closing Date, Time and Location:__________________

        Other Provisions: [other provisions to be agreed between the Remarketing
Agent and the Company as set forth in Section 3(a) and Section 7]



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