KEYSPAN CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-10q902.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                Exhibit 10.1


                    Second Amendment to Employment Agreement

     Second  Amendment,  dated June 26, 2002 to the Employment  Agreement  dated
September 10, 1998 between KeySpan  Corporation d/b/a KeySpan Energy, a New York
corporation (the "Company") and Robert B. Catell (the "Executive").

                                 WITNESSETH THAT

     WHEREAS, the Company and the Executive entered into that certain Employment
Agreement  dated as of September 10, 1998 with an Amendment  dated  February 24,
2000 (the  "Employment  Agreement"),  pursuant to which the Company provided for
the  employment of the Executive and the Executive  agreed to be employed by the
Company, under the terms and conditions therein stated; and

     WHEREAS,  the Executive has built a strong and  effective  management  team
which will  enable  the  Company  to  continue  to grow in the short term and to
successfully  transition and prepare the executive team for future challenges to
maximize shareholder value; and

     WHEREAS,  the  Company  and the  Executive  desire to amend the  Employment
Agreement;

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

1.   Section 1 of the  Employment  Agreement is hereby revised to become 1a. and
     is further amended to extend the end of the Employment Period from July 31,
     2003 to July 31, 2005.


<PAGE>


2    Section 1b. is hereby added to state as follows:  In the event that KeySpan
     enters  into  a  definitive  agreement  relative  to  a  transaction  which
     constitutes  a Change of Control  as such term is  defined  in the  KeySpan
     Energy Senior Executive Change of Control Severance Plan during the term of
     this Agreement and the consummation of such transaction  occurs  subsequent
     to July 31, 2005,  Executive's  Employment  Period will be extended until a
     period  thirty (30) days after the  consummation  of such Change of Control
     transaction.

3.   Section 3(a) of the Employment  Agreement is amended to restate Executive's
     annual base salary as $938,000.00 in place of $700,000.00.

4    Section 3(b) of the Employment Agreement is deleted in its entirety and the
     following is inserted in its place:

          During the Employment Period, the Executive shall participate in short
          term incentive  compensation plans ("Annual  Incentive  Compensation")
          and/or long term incentive  compensation  plans ("Long -Term Incentive
          Compensation")  providing him with an  opportunity  to earn on a year-
          by-year basis short term  compensation with an annual incentive target
          incentive  opportunity of no less than 80% and long term  compensation
          with a target opportunity of not less than 180%.

                                        - 2 -

<PAGE>

5.   Section 3e. is added as  follows:  If during the term of the  Agreement,  a
     Change of Control occurs,  Executive  shall be granted a Special  Incentive
     Award  in an  amount  payable  at the  discretion  of the  Board  upon  the
     successful completion of such transaction by the Company.

6.   Paragraph  (ii)A of  Section  5(a) of the  Employment  Agreement  is hereby
     amended to delete the  following  clause:  "or if longer and if the Date of
     Termination is after a Change of Control, the third anniversary of the Date
     of Termination"

7.   Paragraph  (ii)B of  Section  5(a) of the  Employment  Agreement  is hereby
     deleted in its entirety.

8.   The second  sentence  of  Paragraph  1b. of  Appendix  A to the  Employment
     Agreement  is  amended  to  add  the  following   clause  after  the  word,
     "deferrals"  and before the word "Long",  " other than voluntary  deferrals
     pursuant to the Officers Deferred Stock Unit Plan of KeySpan Corporation."

9.   The Parties agree that in all other respects,  the Employment  Agreement is
     ratified and confirmed.

                                        - 3 -


<PAGE>

     IN WITNESS WHEREOF, the Executive has executed this Agreement and, pursuant
to  authorization  of its  Board of  Directors,  the  Company  has  caused  this
Agreement  to be executed  in its name and on its behalf,  all as of the day and
year first above written.








                                                        /s/Robert B. Catell
                                                        -------------------
                                                        Robert B. Catell


                                                        /s/Edward D. Miller
                                                        -------------------
                                                        Edward D. Miller
                                                        KEYSPAN  CORPORATION














                                      - 4 -




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</DOCUMENT>
