Exhibit 10.23


              COMPENSATION FOR NON-MANAGEMENT DIRECTORS OF KEYSPAN
              ----------------------------------------------------


The  non-management  Directors  of KeySpan  Corporation  receive  the  following
compensation:

                    $43,500 annual retainer;

                    $2,000 committee meeting fee;

                    $5,000 committee chairman retainer;

                    $10,000 audit committee chairman retainer;

                    $10,000 Lead Director retainer; and

                    $64,000  in  common  stock  equivalents  granted  under  the
                    Directors' Deferred Compensation Plan.

Employee  directors receive no additional  compensation for serving on the Board
or its committees.