KEYSPAN CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102-8kmarch3006.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                   Exhibit 10.2


                   AGREEMENT AND WAIVER OF RIGHTS AND CLAIMS


     This  Agreement  dated  March 24,  2006 is by and  between  Lenore F. Puleo
residing  at  (Address)   (Social   Security  No)  ("Ms.   Puleo")  and  KEYSPAN
CORPORATION,  or its subsidiaries,  affiliated companies,  its successors or its
assigns ("KeySpan" or "the Company"), a New York corporation with offices at One
MetroTech Center, Brooklyn, New York 11201.

     WHEREAS,  The  Company  and Ms.  Puleo  have  agreed  that Ms.  Puleo  will
terminate  her  employment  with  the  Company  effective  April  1,  2006  (the
"Termination Date");

     WHEREAS the Company and National Grid, PLC and National Grid US8, Inc. have
entered into an Agreement and Plan of Merger, dated as of February 25, 2006 (the
"Merger Agreement");

     WHEREAS, Ms. Puleo has been designated as a Participant under the Company's
Senior Executive Change of Control Severance Plan (the "Severance Plan") with an
entitlement to receive benefits at a 3X Multiple  pursuant to and subject to the
terms and conditions of such Severance Plan;

     WHEREAS the  consummation of the merger (the "Merger")  contemplated  under
the Merger  Agreement will constitute a ("Change of Control") within the meaning
of the Severance Plan;

     WHEREAS,  Ms. Puleo's  termination of employment as of the Termination Date
will  constitute  a  retirement  pursuant to the  Employees  Retirement  Plan of
KeySpan (the "ERP");

     WHEREAS,  KeySpan  has agreed to provide  Ms.  Puleo  with  certain  career
transition benefits in connection with her termination of employment and, in the
event that the Merger is consummated within two years following the date hereof,
certain additional supplemental change of control severance benefit, and

     NOW THEREFORE,  in  consideration  of the mutual agreement herein set forth
and the General Release attached hereto, the parties agree as follows:

     1.   KeySpan  agrees  that  Ms.  Puleo  shall be paid  transition  benefits
          ("Transition  Benefits") in connection with her retirement on April 1,
          2006 as follows:.

               (a)  If Ms. Puleo  continues  employment  through March 31, 2006,
                    Ms. Puleo will receive a lump sum transition cash benefit in
                    the amount of $423,000 (representing one year's base salary)
                    (the Cash Benefit") within 30 days following the Termination
                    Date. This Cash Benefit will not be considered  Compensation
                    under the  provisions of the ERP or under the  provisions of
                    the KeySpan Energy Supplemental Pension Plan.

<PAGE>


               (b)  In the event of death before April 1, 2006,  the  Transition
                    Benefits  shall be paid as a separation  benefit  under this
                    agreement.

               (c)  In the event Ms. Puleo is terminated  for "Cause" before the
                    Termination  Date or  voluntarily  terminates her employment
                    without KeySpan's consent prior to the Termination Date, the
                    Transition  Benefit  will not be paid.  "Cause"  is  defined
                    under the  Severance  Plan.  Ms.  Puleo will be  entitled to
                    receive  Transition  Benefits  in  the  event  that  she  is
                    involuntarily terminated prior to the Termination Date.

               (d)  All unused and accrued  vacation  pay for the year 2006 will
                    be  paid  in a lump  sum  as  soon  as  possible  after  the
                    Termination Date.

               (e)  All stock options,  restricted stock and performance  shares
                    currently  held by Ms. Puleo will continue to be governed by
                    the respective  plan's grant agreement letters governing the
                    terms of such awards.

               (f)  KeySpan  shall  make  available  and  pay  for  outplacement
                    assistance  services for a six month period  provided by the
                    firm of Mullen and Associates.

               (g)  (g) KeySpan  agrees to pay Ms.  Puleo's 2006 KeySpan  Annual
                    Gainsharing and Incentive Compensation Plan Award determined
                    based  upon the  actual  plan's  performance  results.  This
                    amount will be determined on a pro rata basis for the period
                    January 1, 2006 through March 31, 2006.  This Award, if any,
                    will be payable to Ms. Puleo during March 2007.

     2.   Ms.  Puleo  currently  leases a 2005  Lexus RX 330 under  the  KeySpan
          Executive  Lease  Vehicle  Program.  KeySpan's  records  indicate  the
          vehicle  was  leased on May 10,  2005 and Ms.  Puleo made a payment of
          $8,350 at that time. Upon  retirement,  KeySpan will make a payment of
          $18,803.06,  which includes  sales tax,  towards the purchase price of
          the vehicle of $28,285.87.  In addition,  Ms Puleo will make a payment
          including  sales tax, in the amount of  $9,482.81.  KeySpan  will then
          terminate  the lease and  transfer  ownership  of the  vehicle  to Ms.
          Puleo.  The Internal Revenue Code requires KeySpan to impute income to
          Ms. Puleo based upon the greater of either (i) the amount of the lease
          buy out payment  made by KeySpan  ($18,803.06)  or (ii) the Kelly Blue
          Book value  $31,770  less any payments  made by Ms. Puleo  towards the
          purchase of the vehicle The Company has  notified  Ms.  Puleo that the
          imputed income amount for income tax purposes,  will be the $18,803.06
          paid by KeySpan.

                                       2

<PAGE>


     3.   A.  In  the  event  that  Ms.  Puleo  remains   employed  through  the
          Termination  Date (or is  involuntarily  terminated by KeySpan without
          Cause prior to such date) and the Merger is consummated on or prior to
          March 31, 2008,  the Company  shall pay, or  otherwise  provide to Ms.
          Puleo  supplemental  change of control severance  benefits ("Change of
          Control  Severance  Benefits") equal to the excess of the (i) the cash
          lump sum payment (as defined in the Severance  Plan under 4.2(B)) that
          Ms. Puleo would have been entitled to receive under the Severance Plan
          (without  regard  to  this  Agreement)  if  her  employment  had  been
          involuntarily   terminated   without  Cause  by  the  Company  on  the
          Termination  Date over (ii) the Cash Benefit as provided under 1(a) of
          this Agreement.


     B.   In addition to the cash lump sum payment,  Ms. Puleo shall be entitled
          to receive the following  Equity  Component upon  consummation  of the
          Merger. This Equity Component (the "Equity Component") shall be a cash
          payment for options or  performance  shares that Ms.  Puleo would have
          vested in had she continued in the employment through the consummation
          of the Merger.  This Equity  Component  will be the  aggregate  of the
          option cash payment in section  3B.1.(iii) and the  performance  share
          cash payment in section  3B.2(iii) which will be determined as follows
          relative to:

               1.   Options

               (i)  31,689  options  granted in 2005 with an  exercise  price of
                    $39.25; which would have vested at Change of Control.

               (ii) 15,700  options  granted in 2004 with an  exercise  price of
                    $37.54; which would have vested at Change of Control

               (iii) Ms. Puleo will receive a cash payment which  represents the
                    excess value of the options that would have vested at Change
                    of Control utilizing the Merger Consideration (as defined in
                    the Merger Agreement) over their respective  exercise prices
                    multiplied by the actual number of the respective  shares in
                    (i) and (ii)above, and;

               2.   Performance Shares

                    (i)  3,733  performance  shares  granted in 2005 which would
                         have vested at the Change of Control.

                                       3

<PAGE>


                    (ii) 1,690 performance shares granted in 2004 which may have
                         vested,  at the  earlier  of either  (i) the end of the
                         performance  period  or (ii)  Change  of  Control.  The
                         actual vested performance shares, if any, will be based
                         upon the actual  performance  results  achieved for the
                         three year period ending 12/31/06.

                    (iii) Ms. Puleo will receive a cash payment which represents
                         the  value of the 5,423  performance  shares in (i) and
                         (ii) which would have vested  determined  utilizing the
                         Merger  Consideration  upon  the  consummation  of  the
                         Merger  multiplied  by the 5,423  shares as adjusted in
                         accordance with the Performance Share Award Agreement.

     C.   In addition,  in the event that Ms. Puleo becomes  entitled to receive
          the Change of Control Severance  Benefits  described above she will be
          entitled  to the  enhancement  in Section  4.2(C) (1) set forth in the
          Severance Plan with respect to enhanced pension  benefits  retroactive
          to  April  1,  2006 as  well  entitlement  to any  and all  additional
          benefits, features or rights pursuant to the Severance Plan.

     D.   Any and all  payments as provided  under  paragraph 3 shall be paid to
          Ms. Puleo within 10 days following consummation of such Merger and the
          other  payments and benefits  shall be paid to Ms. Puleo at such times
          as  provided  under  the  terms  of  the  Severance  Plan.  Ms.  Puleo
          acknowledges  and agrees that she shall not be entitled to receive any
          additional  payments or benefits under the Severance Plan,  other than
          to the extent  specifically  provided under the Severance Plan and Ms.
          Puleo shall have no rights to receive the Change of Control  Severance
          Benefit or any other payment or benefits  under the Severance  Plan in
          the event that the Merger is not  consummated on or prior to March 31,
          2008.

     4.   All payments to Ms. Puleo pursuant to this Agreement  shall be reduced
          by the applicable tax withholdings.

     5.   a. Ms. Puleo  affirms  that she has  returned to KeySpan;  any KeySpan
          property in her  possession,  including,  but not limited to, beepers,
          cell phones  personal  digital  assistants,  computer  and  peripheral
          equipment,  keys,  credit cards,  expense accounts and  identification
          cards and that he will reimburse KeySpan for any sums that she owes to
          KeySpan and  authorizes  KeySpan to deduct an amount equal to any such
          sums from any amounts to be paid her under this  Agreement and Release
          if she fails to reimburse the Company for such expenses.

                                       4

<PAGE>


     b.   Ms.  Puleo  has not and  shall  not take any  original  or copy of any
          document or other papers,  computer  diskettes,  methods,  procedures,
          etc., containing or disclosing  confidential  information or documents
          or summaries  containing the substance of any part thereof. Any record
          of confidential  information  prepared by Ms. Puleo or which came into
          her  possession  during the period of employment  with KeySpan are and
          remains the property of KeySpan and upon Ms. Puleo's  retirement,  all
          such records,  diskettes  and copies  thereof shall either be deleted,
          destroyed or returned to KeySpan as agreed to by the parties.


     6.   This  Agreement  settles any and all claims and disputes Ms. Puleo has
          or may  have  against  KeySpan  and its  subsidiaries  and  affiliated
          companies  and their  employees,  directors,  agents  relating  to her
          employment  except items set forth in  paragraph  14c hereof and those
          claims or disputes not released or waived in the General Release.

     7.   KeySpan  does not waive any claim it may have  against  Ms.  Puleo for
          reimbursement of any sums that may be owed to it by Ms. Puleo.

     8.   Ms.  Puleo  and  KeySpan  hereby  expressly  agree  that it is not the
          intention  of either  party to violate any public  policy,  statute or
          common law by the representations,  warranties and covenants contained
          herein.  In this  connection,  the  parties  hereto  believe  that the
          provisions  of this  Agreement  concerning  disclosure  are  fair  and
          reasonable in light of the relationship of Ms. Puleo and KeySpan.

     9.   This  Agreement  shall be binding upon and inure to the benefit of the
          parties hereto, their respective heirs, successors, and assigns.

     10.  Ms.  Puleo  agrees  that  she will not  disparage  or make  derogatory
          remarks concerning KeySpan or its subsidiaries,  affiliated companies,
          successors or assigns or any of their employees,  directors and agents
          to any third party.

     11.  Ms. Puleo agrees to keep this  Agreement and the separate  Release and
          each and every term thereof  confidential  and shall not disclose same
          to any  third  party,  except to Ms.  Puleo's  spouse,  accountant  or
          attorney  as  required  to review  the terms  and  conditions  of this
          Agreement.

     12.  Ms. Puleo  represents and warrants that she has not filed or caused to
          be filed any complaints,  charges or lawsuits with any federal,  state
          or local court or  administrative  agency  relating to her  employment
          with KeySpan,  MarketSpan Corporation or Brooklyn Union Gas Company or
          the  termination of that employment or to any claims being released by
          Ms. Puleo in this  Agreement and separate  Release,  and that she will

                                       5

<PAGE>


          not file or  authorize  or cause  to be filed on her  behalf  any such
          complaints,  charges or lawsuits at any time hereafter relating to her
          employment with Brooklyn Union Gas Company, KeySpan or the termination
          of that  employment or to any claims being  released in this Agreement
          and the separate Release, and further represents and warrants that, to
          the extent  permitted by law, Ms.  Puleo will not  participate  in any
          proceeding of any kind (i) related to her  employment  with KeySpan or
          Brooklyn  Union  Gas  Company,  or (ii)  against  Brooklyn  Union  Gas
          Company, KeySpan and their officers, employees, directors and agents.

     13.  This Agreement and the separate Release represent a settlement between
          the  parties,  and Ms.  Puleo  and  KeySpan  are  entering  into  this
          Agreement  and the separate  Release  knowingly and  voluntarily.  Ms.
          Puleo  has  had  sufficient  time to  review  this  Agreement  and the
          separate Release and to consult with anyone with whom Ms. Puleo wished
          to discuss this matter,  including  an attorney,  before  signing this
          Agreement and the separate Release. Ms. Puleo acknowledges that if she
          executes this  Agreement  and the separate  Release and she chooses to
          forego the advice of an attorney,  she does so freely,  knowingly  and
          voluntarily,  and waives any and all future claims that such action or
          actions  would affect the validity of this  Agreement and the separate
          Release.  Ms. Puleo has  discussed  all aspects of the  Agreement  and
          Separate Release with her attorney and/or her representatives.


     14.  Ms. Puleo specifically acknowledges and agrees that:

          a.   she is waiving  any right or claim that she has  against  KeySpan
               and its subsidiaries,  affiliated companies,  successors, assigns
               and their  employees,  directors and agents including any and all
               claims for any type of  employment  discrimination,  claims under
               the Age Discrimination in Employment Act; 29 U.S.C. sections 621,
               et seq., and the Older Workers Benefit Protection Act; Title VII,
               the Americans with Disabilities Act of 1990, as amended, New York
               State Human Rights law;

          b.   she  understands the meaning and effect of this Agreement and the
               separate Release;

          c.   she is not waiving any rights or claims  against  KeySpan and its
               subsidiaries, affiliated companies, successors, assigns and their
               employees,  directors and agents that may arise after the date on
               which this Agreement and the separate Release become effective;

                                       6

<PAGE>


          d.   Ms. Puleo is receiving  the above  consideration,  her  qualified
               pension  benefit  and  KESPP  benefit  allowances  and she has no
               entitlement  to  any  additional   retirement  benefit  from  the
               Company;

          e.   Ms. Puleo as a retiree will be entitled to:

               1.   (i) Company  provided  Officer GRIP Life Insurance  coverage
                    with the Company  paying  premiums until age 65. The benefit
                    coverage  after  retirement  will be three times base salary
                    and bonus in effect at retirement to a cap of $500,000 while
                    under age 66. At age 66, the coverage  reduces 10% each year
                    between  age  66  to  age  70 to a  final  coverage  cap  of
                    $250,000.

                    (ii) During the period of the pending Merger pursuant to the
                    Merger Agreement,  no reduction will be made to Ms. Puleo's.
                    Officer GRIP Life Insurance coverage.

                    (iii) Upon  consummation  of such Merger and for a period up
                    to three years following retirement,  coverage will continue
                    at the active  employee  level of 3 times base pay and bonus
                    at retirement in effect to a cap of $1.5 million. At the end
                    of the  three  year  period,  the  reduction  set  forth  in
                    paragraph 1(i) above will commence;

                    (iv) In the event that it is confirmed  that the Merger will
                    not take place, coverage will be immediately adjusted to the
                    level set forth in accordance with paragraph 1(i) above;

                    This is an individual  policy which you own and it will have
                    sufficient  cash value at age 65 to  continue to provide for
                    your final benefit as illustrated under the policy;

               2.   The  KeySpan  medical  plan  and  the  KeySpan  dental  plan
                    available  to all  retirees on April 1, 2006.  Ms.  Puleo is
                    entitled to  continuation of the medical and dental benefits
                    at the required retiree  contribution rate.  However, in the
                    event  of  a  Change  of  Control,  Ms.  Puleo  will  resume
                    participation  in the  active  employee  plan with  employee
                    contributions   pursuant   to   the   benefit   continuation
                    provisions   of  the   Severance   Plan  After  the  benefit
                    continuation period,  required retiree contributions will be
                    adjusted in accordance with terms of the respective plans;

                                       7

<PAGE>


                    Ms. Puleo  acknowledges that the plans identified in section
                    14(e)(1)  and  section14(e)(2)  may be amended,  modified or
                    terminated  as set  forth in these  KeySpan  plans.  KeySpan
                    acknowledges that Ms. Puleo's benefits will only be amended,
                    modified or  terminated  if the existing  benefit  plans are
                    amended,  modified  or  terminated  with  respect to retiree
                    coverages for other  management  retirees who retired during
                    2006.

               3.   Ms.  Puleo may  continue  to  maintain  her  account  in the
                    KeySpan Energy 401(k) Plan for Management Employees.

               4.   Ms. Puleo has been  afforded  twenty-one  days to review the
                    Agreement and separate Release.

     15.  The  Company  acknowledges  that  after  retirement  and for a  period
          through  six years from the  Merger,  Ms.  Puleo will  continue  to be
          indemnified  to the  maximum  extent  permitted  under  the  Company's
          Certificate of Incorporation  (which provides for  indemnification  to
          the  maximum  extent  permitted  under  the New  York  State  Business
          Corporation  Law) for any  losses  or  damages  (including  reasonable
          attorneys'  fees and expenses)  resulting  from claims  related to any
          acts or omissions  of Ms.  Puleo while an officer of the Company.  The
          Company further  acknowledges  that it maintains  errors and omissions
          policies  of  insurance  that  provides   insurance  to  officers  and
          directors for any losses or damages (including  reasonable  attorneys'
          fees) resulting from claims related to acts or omissions of Ms. Puleo,
          while an officer of the  Company,  to the extent that Ms. Puleo is not
          entitled  to  indemnification  from  the  Company,  except  that  such
          insurance does not extend (other than for reasonable  attorneys'  fees
          and  expenses)  to  losses  or  damages   resulting  from  active  and
          deliberate   dishonesty  or  illegal  gain.  The  indemnification  and
          insurance  coverage  described  in  this  paragraph  is  the  same  as
          indemnification  and insurance coverage  applicable to all officers of
          the Company.

     16.  Ms. Puleo and KeySpan acknowledge and agree that this settlement shall
          not be construed as an admission of any fault, wrongdoing or liability
          whatsoever  on the part of Ms.  Puleo or KeySpan and its  subsidiaries
          and affiliated  companies and their  employees,  directors and agents,
          and that Ms.  Puleo and KeySpan and its  subsidiaries  and  affiliated
          companies and their  employees,  directors and agents  expressly  deny
          that they violated any law or had any liability to Ms. Puleo.

     17.  Ms.  Puleo  agrees  that from the  Termination  Date  through  the 1st
          anniversary  thereof, Ms. Puleo will not directly or indirectly (a) in
          any area wherein  KeySpan and its  affiliates own and operate lines of
          business,  canvas  or  advertise  for,  or  otherwise  assist,  render
          services to, become  employed by, become a consultant to, or invest in
          any business  entity or with any  individual  engage in, or engage in,
          any  line or lines  of  business  carried  on or  contemplated  which,

                                       8

<PAGE>


          directly  or  indirectly,   are  in  competition  with  KeySpan,   its
          subsidiaries, affiliated companies, successors or assigns, (b) solicit
          business or otherwise  deal directly or indirectly  with any customers
          or persons who were employees of customers or vendors of KeySpan,  its
          subsidiaries,  affiliated  companies  and  assigns,  at any time,  (c)
          divert or attempt to divert from KeySpan, any business in which it has
          been engaged during the term of Ms. Puleo's  employment  with KeySpan,
          or in which it might  reasonably  be expected to become  engaged,  (d)
          interfere  or  attempt to  interfere  with the  relationships  between
          KeySpan, its subsidiaries, affiliated companies and assigns, and their
          customers, employees of customers or vendors, (e) interfere or attempt
          to interfere with the relationship of  employer-employee  or principal
          and agent of any person  bearing  such  relationship  to KeySpan,  its
          subsidiaries,  affiliated  companies  and  assigns,  nor (f) divert or
          attempt to divert any such person from employment or representation of
          KeySpan, its subsidiaries, affiliated companies and assigns; provided,
          however,  that Ms. Puleo shall not be  prohibited by the terms of this
          Paragraph  from investing in and owning not more than one percent (1%)
          of the  outstanding  shares of common  stock of any  corporation,  the
          shares  of  which  are  publicly  traded  pursuant  to the  Securities
          Exchange Act of 1934, and/or passively  investing as a limited partner
          in any non-publicly traded security. Damages cannot compensate KeySpan
          in  the  event  of a  breach  or  violation  of  this  Paragraph  and,
          injunctive  relief being  essential for the  protection of KeySpan and
          its successors and assigns, in addition to other applicable  remedies,
          KeySpan  may obtain  such  injunctive  relief in the event of any such
          breach or violation  and may assert any other  remedies it may have at
          law or in equity.

     18.  The unenforceability or invalidity of any provision hereof shall in no
          way affect the enforceability or validity of any other provision.

     19.  This Agreement  constitutes the entire  Agreement  between the parties
          and  supersedes  any  prior or  contemporaneous  agreement  among  the
          parties. This Agreement may not be modified, altered or amended except
          by a written instrument signed by the parties.

     20.  The provisions of this Agreement shall be governed by and construed in
          accordance  with the Laws of the State of New York.  Any action in law
          or equity  relating to this  Agreement  shall be  commenced in the New
          York State or Federal court of appropriate jurisdiction.

     21.  Ms. Puleo may revoke this Agreement and separate  Release within seven
          (7) days of her  signing it after  which it shall be in full force and
          effect.  Revocation  can be  made  by  delivering  written  notice  of
          revocation  via certified  United States mail to the Office of General

                                       9

<PAGE>


          Counsel KeySpan, One MetroTech Center,  Brooklyn, N.Y. 11201. For such
          revocation to be effective, notice must be received no later than 3:00
          p.m. on the seventh  calendar  day after Ms. Puleo signs and dates her
          signature on the Agreement.

     22.  Notwithstanding anything herein to the contrary, if at the time of Ms.
          Puleo's termination of employment with the Company, she is a specified
          employee" as defined in Section 409A of the Internal  Revenue Code, as
          amended  (the  "Code")  and the  deferral in the  commencement  of any
          payment or benefits  otherwise  payable  hereunder as a result of such
          termination  of  employment  is  necessary  in  order to  prevent  any
          accelerated or additional tax under Section 409A of the Code, then the
          Company will defer  commencement of the payment of any such benefit or
          payment  hereunder ( without any  reduction in such payment or benefit
          ultimately  paid or provided to Ms.  Puleo) until the date that is six
          months  following  Ms.  Puleo's  termination  of  employment  with the
          Company (or the earliest  date as is permitted  under  Section 409A of
          the Code.)



                                              KEYSPAN CORPORATION


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



                                                  /s/Lenore F. Puleo
                                                  ------------------
                                                  Lenore F. Puleo


                                       10


<PAGE>


                                 GENERAL RELEASE

       To all to whom these Presents shall come or may Concern, Know That


     Lenore F. Puleo,  a KeySpan  Corporation  employee  residing  at  (Address)
(Social Security No)


                                                           as RELEASOR


in  consideration  of being paid  career  transition  benefits as  described  in
paragraph  one,  three and  fourteen of the  Agreement  and Waiver of Rights and
Claims dated March 24, 2006 between Ms. Puleo and KeySpan Corporation (the "2006
Agreement");  and other good and valuable  consideration  received  from KeySpan
Corporation and its subsidiaries  and affiliated  companies and their employees,
directors and agents,


as RELEASEE


receipt  whereof is hereby  acknowledged,  releases and discharges the RELEASEE,
RELEASEE's  heirs,  executors,  administrators,  successors and assigns from all
actions,  causes  of  action,  suits,  debts,  dues,  sums of  money,  accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,   promises,  variances,  trespasses,  damages,  judgments,  extents,
executions,  claims, and demands whatsoever,  in law, admiralty or equity, which
against the RELEASEE, the RELEASOR, RELEASOR's heirs, executors, administrators,
successors  and assigns ever had, now have or hereafter  can, shall or may, have
for,  upon,  or by  reason  of  anything  arising  from  RELEASOR's  employment,
including  but not  limited to any and all claims of  discrimination  based upon
age, sex, race,  color,  religion,  creed,  disability,  marital status,  sexual
orientation,  conviction  or arrest  record,  national  origin,  and alienage or
citizenship  status,  or any  other  kind of  discrimination  including  but not
limited to any claim of  discrimination  under the Mass. Gen. L. ch. 151B or the
New  York  State  Human  Rights  Law,  violation  of the Age  Discrimination  in
Employment  Act of 1967, as amended,  and the Older Workers  Benefit  Protection
Act, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act
of 1991, the Americans with Disabilities Act of 1990, as amended, the Family and
Medical Leave Act, and any and all federal, state and local discrimination laws,
wrongful  discharge,  breach  of  contract,  and any claim  under  the  Employee
Retirement  Income  Security  Act of 1974,  as  amended,  or any and all  claims
relating to monies owed by RELEASEE to RELEASOR as of this date,  whether  filed
or to be filed with any and all federal, state or local administrative  agencies
or courts,  including but not limited to the EEOC, the U.S. Department of Labor,
the New York State Division of Human Rights and the New York City  Commission on
Human  Rights  but  subject,  in all  events  to  the  following  exception  and
reservation of rights. RELEASOR understands that the only rights or claims which
RELEASOR  has at this time which  RELEASOR  is not  releasing  and  waiving  are
RELEASOR's  rights to receive that which  RELEASOR is entitled to receive  under
the 2006 Agreement,  the Severance Plan, any right Ms. Puleo has as a retiree to
Officer GRIP insurance benefits, the KeySpan medical plan and the KeySpan dental


<PAGE>


available to all management  retirees who retired during 2006, any right she may
have to receive her vested pension benefits under the Employees  Retirement Plan
of  KeySpan,   supplemental   allowance   pursuant  to  the  KeySpan   Executive
Supplemental  Pension Plan  ("KESPP"),  and her vested account balance under the
terms of KeySpan 401(k) Plan for Management  Employees or its  predecessor  plan
and any other KeySpan plans which Ms. Puleo  participated  in at the time of her
retirement.  RELEASOR  consulted with attorney with whom RELEASOR discussed this
matter. RELEASOR has had full opportunity and sufficient time (at least 21 days)
to review this Release.  RELEASOR  acknowledges  that if RELEASOR  executes this
Release prior to the expiration of the 21-day period or if she chooses to forego
the advice of her attorney,  RELEASOR does so freely, knowingly and voluntarily,
and waives  any and all claims  that such  action or  actions  would  affect the
validity of this  Release.  This  Release  was  arrived at through  negotiation.
RELEASOR  fully  intends  to  abide  by the  terms  of  this  Release.  RELEASOR
understands that this form is a general Release of all RELEASOR's claims against
RELEASEE  relating  to  her  employment  with  RELEASEE,  and  RELEASOR  freely,
knowingly and voluntarily agrees to its terms.

The Words  "RELEASOR"  and  "RELEASEE"  include all  releasors and all releasees
under this RELEASE. This RELEASE may not be changed orally.


In Witness Whereof,  the RELEASOR has hereunto set RELEASOR's hand and seal this
24th day of March 2006.


         In presence of
                                                  /s/                      L.S.
                                                  -------------------------

STATE OF NEW YORK)
                 : ss.:
COUNTY OF KINGS)


     On March 24, 2006 before me personally  came Lenore P. Puleo,  to me known,
and  known  to me to be the  individual  described  in,  and  who  executed  the
foregoing RELEASE, and duly acknowledged to me that she executed the same.


/s/
-------------------





</TEXT>
</DOCUMENT>
