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                                PROMISSORY NOTE

                                                                   May 28, 1998

           FOR VALUE RECEIVED, MARKETSPAN CORPORATION, MARKETSPAN GAS
CORPORATION (d/b/a BROOKLYN UNION), MARKETSPAN TRADING SERVICES LLC,
MARKETSPAN GENERATION LLC, MARKETSPAN CORPORATE SERVICES LLC, MARKETSPAN
UTILITY SERVICES LLC, and MARKETSPAN ELECTRIC SERVICES LLC, each a New
York corporation or limited liability company, with its principal place
of business at 175 East Old Country Road, Hicksville, New York 11801,
and MARKETSPAN FINANCE CORPORATION, a Vermont corporation (collectively,
the "Obligors"), hereby jointly and severally promise to pay, on or
before the dates set forth below, the amounts set forth below, to LONG
ISLAND LIGHTING COMPANY, a New York corporation, with its principal
place of business at 333 Earle Ovington Boulevard, Suite 403, Uniondale,
New York 11553 (the "Obligee").

          This Promissory Note is one of a series of Promissory Notes issued
pursuant to the purchase price adjustment provisions of Section 2.1 of
the Agreement and Plan of Merger dated as of June 26, 1997 by and among
MarketSpan Corporation (formerly known as BL Holding Corp.), the
Obligee, Long Island Power Authority and LIPA Acquisition Corp., as
amended and/or supplemented through the date hereof (as so amended
and/or supplemented, the "Merger Agreement"), and is subject to the
terms and provisions thereof relating hereto. Upon the occurrence of a
Material Decline in Parent's Credit Standing (as such term is defined in
Section 2.1(f)(ii) of the Merger Agreement) this Promissory Note (i)
shall be secured by a letter of credit provided by MarketSpan
Corporation, at its sole cost and expense, and (ii) may be economically
defeased by MarketSpan Corporation, in each case as provided under
Section 2.1(f) of the Merger Agreement.

         The terms and conditions of this Promissory Note shall be determined
by reference to the debt and other obligations of the Obligee under the
Participation Agreement dated as of October 1, 1982, between New York State
Energy Research and Development Authority ("NYSERDA") and the Obligee (the
"Participation Agreement"), relating to the Pollution Control Revenue Bonds
(Long Island Lighting Company Projects), Series 1982 issued by NYSERDA, and
the related Note issued by the Obligee thereunder (collectively, the "NYSERDA
Financing Documents"). The payment obligations of the Obligors hereunder shall
equal 3.6047% of all such debt and other obligations of the Obligee under the
NYSERDA Financing Documents, or such other percentage as may be finally
determined in accordance with Section 2.1(e) of the Merger Agreement (the
"Applicable Percentage"). In the event that the Applicable Percentage changes,
as provided above, following the date hereof, the appropriate party shall pay
to the other, within five (5) Business Days (as defined in the NYSERDA
Financing Documents) following such change, all such amounts as shall be due
upon the application of the Applicable Percentage retroactively to the date
hereof.



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         All provisions of the NYSERDA Financing Documents relating to the
payment by the Obligee of principal, interest, premium and any other amounts
payable thereunder, including, without limitation, all provisions relating to
any acceleration of any such payment obligations for any reason, are hereby
incorporated herein and made a part hereof, except that, for purposes of such
incorporation by reference, (i) all references to the "Corporation" shall be
deemed to be references to the Obligors (jointly and severally), (ii) all
references to the "Authority" or the "Trustee" shall be deemed to be
references to the Obligee, (iii) all references to the "Note" shall be deemed
to be references to this Promissory Note, (iv) all references to amounts
payable shall be deemed to be references to such amount multiplied by the
Applicable Percentage, (v) all dates specified therein for payments shall be
deemed to be the respective dates thirty (30) days prior thereto, (vi) the
principal amount hereof shall bear interest commencing on the date thirty (30)
days prior to the immediately preceding Interest Payment Date under the
NYSERDA Financing Documents, (vii) the initial Interest Payment Date hereunder
shall be September 1, 1998 and (viii) the obligation of the Obligors to make
any payment of principal of premium, if any, and interest on, this Promissory
Note shall NOT be deemed satisfied and discharged to the extent of any payment
made by the Bank under the Letter of Credit. In addition to the events and
circumstances included in the definition of the term "events of default"
incorporated herein from the Participation Agreement, such term, as used in
this Promissory Note, shall include the occurrence of any event of default
under the Participation Agreement. In the event that the amount of interest
paid by the Obligors on any Interest Payment Date hereunder differs from the
amount of interest otherwise payable by the Obligee on the immediately
succeeding Interest Payment Date (the "Obligee Payment Date") under the
NYSERDA Financing Documents (whether or not any of the obligations under the
NYSERDA Financing Documents remain outstanding) multiplied by the Applicable
Percentage (the "NYSERDA Interest"), the amount of such difference shall be
paid by the appropriate party to the other, within five (5) Business Days
following the Obligee Payment Date, so that the total interest paid hereunder
shall equal the total NYSERDA Interest.

         Each of the Obligors hereby waives presentment for payment, demands,
notice of dishonor and protest of this Promissory Note and any right to assert
setoff of any of its obligations hereunder against any amounts owing by the
Obligee thereto. The Obligors further agree that none of the terms or
provisions of this Promissory Note may be waived, altered, modified or amended
except as the Obligee may consent in a writing duly signed for and on its
behalf. The Obligee agrees that it shall not agree to any alteration,
modification or amendment of any of the NYSERDA Financing Documents in any way
that would increase the payment obligations of the Obligees hereunder, without
the prior written consent of MarketSpan Corporation. No failure or delay on
the part of the Obligee in exercising any of its rights, powers or privileges
hereunder shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.

         The Obligors agree to pay on demand any and all reasonable
out-of-pocket costs and expenses (including reasonable fees and expenses of
counsel) incurred by the Obligee and its successor and assigns in enforcing
this Promissory Note.

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         This Promissory Note is binding upon the Obligors and their
successors and assigns and is for the benefit of the Obligee and its
successors and assigns. The Obligors may not, without the prior written
consent of the Obligee, assign or otherwise transfer their obligations under
this Promissory Note.

         This Promissory Note has been delivered in the State of New York and
shall be construed and enforced in accordance with the internal and
substantive laws of such State without giving effect to the choice of law
rules.

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                                       MARKETSPAN CORPORATION

                                       By: /s/ Kathleen A. Marion
                                           -----------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President

                                       MARKETSPAN GAS CORPORATION

                                       By: /s/ Kathleen A. Marion
                                           ------------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President

                                       MARKETSPAN TRADING SERVICES LLC

                                       By: /s/ Kathleen A. Marion
                                          -------------------------------------
                                          Name: Kathleen A. Marion
                                          Title: Secretary and Vice President

                                       MARKETSPAN GENERATION LLC

                                       By: /s/ Kathleen A. Marion
                                           ------------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President


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                                       MARKETSPAN CORPORATE SERVICES LLC

                                       By: /s/ Kathleen A. Marion
                                           ------------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President

                                       MARKETSPAN UTILITY SERVICES LLC

                                       By: /s/ Kathleen A. Marion
                                           -------------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President

                                       MARKETSPAN ELECTRIC SERVICES LLC

                                       By: /s/ Kathleen A. Marion
                                           -------------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President

                                       MARKETSPAN FINANCE CORPORATION

                                       By: /s/ Kathleen A. Marion
                                           -------------------------------------
                                           Name: Kathleen A. Marion
                                           Title: Secretary and Vice President

                                       5