April 5, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-12 KeySpan Corporation ------------------- (Name of Registrant as Specified in Its Charter) (N/A) ----- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A______________________________________________________________ (2) Aggregate number of securities to which transaction applies: N/A______________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A______________________________________________________________ (4) Proposed maximum aggregate value of transaction: N/A______________________________________________________________ (5) Total fee paid: N/A______________________________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing registration statement number, or the Form or Schedule and date of its filing. (1) Amount Previously Paid: N/A______________________________________________________________ (2) Form, Schedule or Registration Statement No.: N/A______________________________________________________________ (3) Filing Party: N/A______________________________________________________________ (4) Date Filed: N/A______________________________________________________________ 2 The following communication is being distributed to all National Grid and KeySpan employees through internal email system and will be posted on National Grid and KeySpan websites: Integration update National Grid KeySpan Volume I Issue III April 2006 April 5, 2006 National Grid - KeySpan Integration Team Announced The following is a message from Kwong Nuey and John Caroselli, National Grid - KeySpan Integration leads: We are pleased to announce the functional integration team leads who will spearhead our efforts going forward. They are: Functional Team National Grid KeySpan --------------- ------------- ------- o Human Resources Bill Dowd Bill Bollbach o Gas Operations Jim Howe Bill Akley o Generation & Energy Supply Lee Klosowski Rich Rapp o Shared Services Mike Kyle Coleen Ceriello o Electric T&D Operations Clem Nadeau TBD(1) o Customer Service & Marketing Tony Pini Rick Murphy o Finance & Accounting Marcy Reed Mike Taunton o Corporate Services John Sherman Mike Walker o Information Technology TBD(2) Frank LaRocca In addition to the outstanding team identified above, Colin Owyang from National Grid and Tom Dargan from KeySpan will join the team to assist in the management and coordination of integration-related project planning, strategy, content integration, logistics and information management; also Amy Atwood from National Grid and Mary Cardillo from KeySpan will join the team to champion our communications efforts. The integration teams will formally begin the process later this month. Their first task will be to map the current "as is" environments for both companies. This "level setting" will establish the baseline for integration in the tasks to follow. In addition to leading the charge for the integration of their respective functional areas, the functional team leads will also act as designated points of contact for all integration-related activities between National Grid and KeySpan personnel. In that regard, should you have a need to engage your counterparts please contact the functional leader for your area. 3 We know you will join us in offering the entire team your support and wishing them every success as we begin the journey to combine these two great companies. If you have any questions, please feel free to contact either of us directly (see below); through the Integration Hotlines at 1-800-523-1044 (National Grid) or 1-888-698-4397 (KeySpan); or via e-mail at IntegrationQuestions@us.ngrid.com or IntegrationQuestions@keyspanenergy.com. Thank you, /s/Kwong Nuey /s/John Caroselli Kwong Nuey John Caroselli National Grid Integration Lead KeySpan Integration Lead kwong.nuey@us.ngrid.com jcaroselli@keyspanenergy.com - ----------------------- ---------------------------- 1. The KeySpan Electric T&D Operations lead will be appointed next week. 2. As Kathy Lane, the newly announced National Grid group CIO, will not be starting in the US until April 10th, we have deferred the IT appointment until April 14th. 4 Additional Information and Where to Find It ------------------------------------------- KeySpan intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement and other relevant documents in connection with the proposed acquisition of KeySpan by National Grid. Investors and security holders of KeySpan are advised to read the proxy statement and other relevant documents when they become available, as they will contain important information about the transaction. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by KeySpan with the SEC, when they become available, at the SEC's web site at http:/www.sec.gov. KeySpan and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its security holders in connection with the proposed acquisition. Information concerning the interests of KeySpan's participants in the solicitation is set forth in KeySpan's most recent proxy statement and Annual Report on Form 10-K (filed with the SEC on March 30, 2005 and February 28, 2006, respectively) and will be set forth in the proxy statement relating to the acquisition when it becomes available. 5