EXHIBIT 10

      Amendment,  dated  December 29, 1996, to the  Agreement  dated January 30,
1984  between  LONG  ISLAND  LIGHTING  COMPANY,  a  New  York  Corporation  (the
"Company") and WILLIAM J. CATACOSINOS (the "Executive").

      WHEREAS,  the Company and the  Executive  entered into an agreement on the
30th day of January 1984 with regard to the  employment  of the  Executive  (the
"Agreement");

      WHEREAS, the Agreement has been previously amended from time to time;

      WHEREAS,  the Company and the  Executive  by this  agreement  wish to make
additional  amendments to certain provisions of the Agreement regarding the Term
of the Agreement (the "Amendment");

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

      1.    Section 1(a) of the Agreement is amended to delete the following:

            "For all purposes of this Agreement,  "Original Term" shall mean and
            include such First Renewal Term and such Second  Renewal Term to the
            extent the Original Term is extended as provided in the  immediately
            preceding sentence."

     2.   Section  1(a) of the  Agreement  is amended and restated by adding the
          following paragraph to Subsection 1(a) as follows:

            The Original Term shall be further extended for an additional period
            beginning  on  February  1, 1997 and ending on January 31, 2002 (the
            "Extension"),  if,  with  respect  to this  further  Extension,  the
            Executive  notifies the Company  after  September 1, 1996 and before
            January  15,  1997 of  Executive's  desire  to  further  extend  the
            Original  Term, and if the Company does not within fifteen (15) days
            after receipt of such notice inform  Executive that it does not wish
            to extend the Original  Term.  For all  purposes of this  Agreement,
            "Original  Term" shall continue to mean and include the Renewal Term
            and the  Extension  to the extent the  Original  Term is extended as
            provided in this Section 1(a).

      2.    This Amendment shall become effective immediately.

      3.  Upon  the  effectiveness  of  this  Amendment,  any  reference  to the
Agreement in the Agreement and in any of the  amendments  thereto shall mean and
be a reference to the Agreement as amended by each of the amendments thereto.

      4. Except as amended previously and by this amendment, the Agreement shall
remain in full force and effect and is in all respects ratified and confirmed.


<PAGE>


      IN WITNESS  WHEREOF,  as of the date  hereof,  the Company has caused this
Amendment to be executed  pursuant to authorization of the Board of Directors by
an officer in its name and for and on its behalf and the  Executive  has set his
hand.


                                          LONG ISLAND LIGHTING COMPANY


Attest:                                   By: /s/ Leonard P. Novello
                                          ---------------------------
                                          Name: Leonard P. Novello
                                         Title: General Counsel
                                          Date: May 13, 1997
/s/   Kathleen A. Marion
------------------------
Secretary


(Corporate Seal)



                                          /s/ William J. Catacosinos
                                          --------------------------
                                          WILLIAM J. CATACOSINOS
                                          Cleft Road
                                          Laurel Hill
                                          Mill Neck, New York 11765
                                          Date: May 13, 1997