Exhibit 10.3

            Microsoft Word 10.0.4219;THE BROOKLYN UNION GAS COMPANY,
               doing business as KEYSPAN ENERGY DELIVERY NEW YORK



                5.60% SENIOR UNSECURED NOTE DUE NOVEMBER 29, 2016

No. [_____]                                                    November 29, 2006
$[_______]                                                      PPN 114259 A* 5


     FOR VALUE RECEIVED, the undersigned,  The Brooklyn Union Gas Company, doing
business as KeySpan Energy  Delivery New York (herein called the  "Company"),  a
corporation  organized  and  existing  under  the laws of the State of New York,
hereby promises to pay to [____________],  or registered assigns,  the principal
sum of  [_____________________]  DOLLARS  (or so much  thereof as shall not have
been prepaid) on November 29, 2016,  with  interest  (computed on the basis of a
360-day year of twelve 30-day  months) (a) on the unpaid  balance  hereof at the
rate of 5.60% per annum from the date hereof, payable semi-annually, on the 29th
day of May and  November  in each year,  commencing  with the 29th day of May or
November next succeeding the date hereof,  until the principal hereof shall have
become due and payable,  and (b) to the extent  permitted by law, on any overdue
payment (including any overdue prepayment) of principal,  any overdue payment of
interest and any overdue payment of any Make-Whole Amount, payable semi-annually
as aforesaid (or, at the option of the registered holder hereof, on demand),  at
a rate per annum  from time to time  equal to the  greater of (i) 7.60% and (ii)
two percent  (2.00%)  over the rate of interest  publicly  announced by JPMorgan
Chase  Bank,  N.A.  from  time to time in New  York,  New York as its  "base" or
"prime" rate.

     Payments  of  principal  of,  interest  on and any  Make-Whole  Amount with
respect  to this Note are to be made in  lawful  money of the  United  States of
America at the principal  office of Wells Fargo Bank, N.A. in New York, New York
or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase  Agreement  referred to
below.

     This Note is one of a series of 5.60% Senior  Unsecured  Notes due November
29, 2016  (herein  called the  "Notes")  issued  pursuant  to the Note  Purchase
Agreement,  dated as of  November  29, 2006 (as from time to time  amended,  the
"Note Purchase  Agreement"),  between the Company and the respective  Purchasers
named therein and is entitled to the benefits thereof.  Each holder of this Note
will  be  deemed,  by  its  acceptance   hereof,  to  have  (i)  agreed  to  the
confidentiality  provisions  set  forth  in  Section  20 of  the  Note  Purchase
Agreement and (ii) made the  representation set forth in Section 6.2 of the Note
Purchase Agreement.  Unless otherwise indicated,  capitalized terms used in this
Note  shall  have the  respective  meanings  ascribed  to such terms in the Note
Purchase Agreement.

     This  Note is a  registered  Note and,  as  provided  in the Note  Purchase
Agreement, upon surrender of this Note for registration of transfer, accompanied
by a written  instrument of transfer duly  executed,  by the  registered  holder





hereof or such holder's  attorney duly  authorized in writing,  a new Note for a
like  principal  amount  will be issued to, and  registered  in the name of, the
transferee.  Prior to due presentment for registration of transfer,  the Company
may treat the person in whose name this Note is  registered  as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company
will not be affected by any notice to the contrary.

     This Note is subject to optional prepayment,  in whole or from time to time
in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.

     If an Event of Default occurs and is continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner,  at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

     This Note shall be  construed  and  enforced in  accordance  with,  and the
rights of the Company and the holder of this Note shall be governed by, the laws
of the State of New York.

     THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY
STATE.  THIS  NOTE  MAY  NOT BE  SOLD  OR  TRANSFERRED  IN THE  ABSENCE  OF SUCH
REGISTRATION OR  QUALIFICATION  OR AN EXEMPTION  THEREFROM UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.




                                     THE BROOKLYN UNION GAS
                                     COMPANY, doing business as KEYSPAN
                                     ENERGY DELIVERY NEW YORK




                                     By:  /s/ Michael J. Taunton
                                          ----------------------
                                     Name: Michael J. Taunton
                                     Title: Senior Vice President and Treasurer