<PAGE>   1
                                                                     EXHIBIT 10H






                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                        CONSOLIDATED NATURAL GAS COMPANY

                                       AND

                                      NAME

                             DATED JANUARY 19, 1999

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<CAPTION>

                                     TABLE OF CONTENTS
                                     -----------------
                                                                                     PAGE
                                                                                     ----
<S>      <C>                                                                         <C>
1.       OPERATION AND TERM OF AGREEMENT; CERTAIN DEFINITIONS                           2

2.       CHANGE OF CONTROL                                                              3

3.       EMPLOYMENT PERIOD                                                              4

4.       TERMS OF EMPLOYMENT                                                            5
         (A)      Position and Duties                                                   5
         (B)      Compensation                                                          6
                  (i)      Base Salary                                                  6
                  (ii)     Annual Bonus                                                 6
                  (iii)    Incentive, Savings and Retirement Plans                      6
                  (iv)     Split Dollar Life Insurance and Supplemental Death
                           Benefit Plans                                                8
                  (v)      Welfare Benefit Plans                                        8
         (C)      Additional Rights of the Executive and Obligations of the Company     8
                  (i)      Expenses                                                     8
                  (ii)     Fringe Benefits                                              8
                  (iii)    Office and Support Staff                                     9
                  (iv)     Vacation                                                     9
                  (v)      Indemnification                                              9

5.       TERMINATION                                                                    9
         (A)      Death or Disability                                                   9
         (B)      Cause                                                                10
         (C)      Good Reason                                                          10
         (D)      Notice of Termination                                                12
         (E)      Date of Termination                                                  12

6.       OBLIGATIONS OF THE COMPANY AND CNG SYSTEM COMPANY
         UPON TERMINATION                                                              12
         (A)      Termination Because of Death                                         12
         (B)      Termination Because of Disability                                    13
         (C)      Termination For Cause by the Company or For Other Than 
                  Good Reason by the Executive                                         14
         (D)      Termination For Good Reason by the Executive or For Other
                  Than Cause or Disability by the CNG System Company or 
                  Other Than as a Result of Death                                      14
         (E)      Successor in Interest                                                17
</TABLE>


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<TABLE>
<S>      <C>                                                                         <C>
7.       NON-EXCLUSIVITY OF RIGHTS                                                     18

8.       FULL SETTLEMENT                                                               18

9.       CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY                                    19

10.      CONFIDENTIAL INFORMATION                                                      21

11.      SUCCESSORS                                                                    22

12.      MISCELLANEOUS                                                                 22
</TABLE>



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                              EMPLOYMENT AGREEMENT


         AGREEMENT by and between Consolidated Natural Gas Company, a Delaware
corporation (the "Company"), and Name (the "Executive"), dated as of January 19,
1999.

         WHEREAS, the Company recognizes that the current business environment
makes it difficult to attract and retain highly qualified executives unless a
certain degree of security can be offered to such individuals against
organizational and personnel changes which frequently follow Changes of Control
(as defined below) of a corporation; and

         WHEREAS, even rumors of acquisitions or mergers may cause executives to
consider major career changes in an effort to assure financial security for
themselves and their families; and

         WHEREAS, the Company desires to assure fair treatment of its key
executives in the event of a Change of Control and to allow them to make
critical career decisions without undue time pressure and financial uncertainty,
thereby increasing their willingness to remain with the Company notwithstanding
the outcome of a possible Change of Control transaction; and

         WHEREAS, the Company recognizes that its key executives will be
involved in evaluating or negotiating any offers, proposals or other
transactions which could result in Changes of Control of the Company and
believes that it is in the best interest of the Company and its stockholders for
such key executives to be in a position, free from personal financial and
employment considerations, to be able to assess objectively and pursue
aggressively the interests of the Company's stockholders in making these
evaluations and carrying on such negotiations; and

         WHEREAS, the Board of Directors (the "Board") of the Company believes
it is essential to provide the Executive with compensation arrangements upon a
Change of Control which provide the Executive with individual financial security
and which are competitive with those of other corporations, and in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement, which is intended to supercede and cancel all previous change of
control agreements, employment agreements or salary continuation agreements
entered into between any of the CNG System Companies and the Executive.

         NOW THEREFORE, the parties, for good and valuable consideration and
intending to be legally bound, agree as follows:



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1.   Operation and Term of Agreement; Certain Definitions.

     (A)  This Agreement shall be effective immediately upon its execution, but
          neither this Agreement nor any of its provisions shall be operative
          unless and until there has been a Change of Control of the Company, as
          such term is defined below. The term of this Agreement shall end on
          the third anniversary of the date of execution of this Agreement;
          provided, however, that commencing on the date one year after the date
          hereof, and on each annual anniversary of such date (such date and
          each annual anniversary thereof is hereinafter referred to as the
          "Renewal Date"), the term of this Agreement shall be automatically
          extended so as to terminate three years from such Renewal Date, unless
          at least 60 days prior to the Renewal Date the Company shall give
          written notice that the term of the Agreement shall not be so
          extended; and provided, further, that after a Change of Control of the
          Company during the term of this Agreement, this Agreement shall remain
          in effect until all of the obligations of the parties hereunder are
          satisfied.

     (B)  The "Effective Date" shall be the first date during the term of this
          Agreement on which a Change of Control occurs. Anything in this
          Agreement to the contrary notwithstanding, if the Executive's
          employment with any CNG System Company is terminated or if the
          Executive would otherwise lose any rights under this Agreement due to
          a demotion or salary reduction prior to the date on which a Change of
          Control occurs, and it is reasonably demonstrated that such
          termination or demotion or salary reduction (i) was at the request of
          a third party who has taken steps reasonably calculated to effect a
          Change of Control or (ii) otherwise arose in connection with or
          anticipation of a Change of Control, then for all purposes of this
          Agreement the "Effective Date" shall mean the date immediately prior
          to the date of such termination or demotion or salary reduction.

     (C)  "CNG System Company(ies)" shall be the Company and/or any and all of
          its Subsidiaries.

     (D)  A reference herein to a section of the Internal Revenue Code of 1986,
          as amended (the "Code") or a subdivision thereof shall be construed to
          incorporate reference to any section or subdivision of the Code
          enacted as a successor thereto, any applicable proposed, temporary or
          final regulations promulgated pursuant to such sections and any
          applicable interpretation thereof by the Internal Revenue Service.



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     (E)  A reference herein to a section of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), or any rule or regulation
          promulgated thereunder shall be construed to incorporate reference to
          any section of the Exchange Act or any rule or regulation enacted or
          promulgated as a successor thereto.

     (F)  Subsidiary(ies) means a corporation or other entity 50% or more of the
          equity interests of which are owned directly or indirectly by the
          Company.

     (G)  Employee Benefit Plan means any written plan providing benefits for
          employees of the Company or any Subsidiary.

     (H)  Related Party means (i) a majority-owned subsidiary of the Company; or
          (ii) an employee or group of employees of the Company or any
          majority-owned subsidiary of the Company; or (iii) a trustee or other
          fiduciary holding securities under an Employee Benefit Plan of the
          Company or any majority-owned subsidiary of the Company; or (iv) a
          corporation owned directly or indirectly by the stockholders of the
          Company in substantially the same proportion as their ownership of
          Voting Securities.

     (I)  Voting Securities or Security means any securities of the Company
          which carry the right to vote generally in the election of directors.

2.   Change of Control. For the purpose of this Agreement, a "Change of
     Control" means and shall be deemed to have occurred upon the first to
     occur of the following if:

     (A)  any Person (as defined in the Exchange Act), other than the Company or
          a Related Party, is or becomes the "beneficial owner" (as defined in
          Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting
          Securities representing 20 percent or more of the total voting power
          of all the then-outstanding Voting Securities, except that there shall
          be excluded from the number of Voting Securities deemed to be
          beneficially owned by a Person a number of Voting Securities
          representing not more than 10 percent of the then-outstanding voting
          power if such Person is (i) eligible to file a Schedule 13G pursuant
          to Rule 13d-1(b)(1) under the Exchange Act with respect to Voting
          Securities or (ii) an underwriter who becomes the beneficial owner of
          more than 20 percent of the then-outstanding Voting Securities
          pursuant to a firm commitment underwriting agreement with the Company;
          or



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     (B)  the individuals who, as of the date hereof, constitute the Board
          together with those who first become directors subsequent to such date
          and whose recommendation, election or nomination for election to the
          Board was approved by a vote of at least a majority of the directors
          then still in office who either were directors as of the date hereof
          or whose recommendation, election or nomination for election was
          previously so approved (the "Continuing Directors"), cease for any
          reason to constitute a majority of the members of the Board; or

     (C)  the stockholders of the Company approve a merger, consolidation,
          recapitalization or reorganization of the Company or a subsidiary of
          the Company, reverse split of any class of Voting Securities, or an
          acquisition of securities or assets by the Company or a subsidiary of
          the Company, or consummation of any such transaction if stockholder
          approval is not obtained, other than (i) any such transaction which
          would result in at least 60 percent of the total voting power
          represented by the voting securities of the Company (or the company
          into which the Company has merged or the ultimate parent company of
          the Company) outstanding immediately after such transaction being
          beneficially owned by at least 60 percent of the holders of
          outstanding Voting Securities immediately prior to the transaction,
          with the voting power of each such continuing holder relative to other
          such continuing holders not substantially altered in the transaction,
          or (ii) any such transaction which would result in a Related Party
          beneficially owning more than 50 percent of the voting securities of
          the surviving entity outstanding immediately after such transaction;
          for purposes of this subsection 2(C), the relevant measurements
          concerning voting power and ownership will be examined on the date the
          shareholders vote, as if the transaction closed that date, as opposed
          to the date the transaction actually closes;

     (D)  the stockholders of the Company approve a plan of complete liquidation
          of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company's assets other than
          any such transaction which would result in a Related Party owning or
          acquiring more than 50 percent of the assets owned by the Company
          immediately prior to the transaction.

3.   Employment Period. The Company hereby agrees to continue or cause the
     continuation of the Executive in the employ of a CNG System Company, and
     the Executive hereby agrees to remain in the employ of a CNG System
     Company, except as herein provided, for the period commencing on the
     Effective Date and ending on the third anniversary of such date (the
     "Employment Period").



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4.   Terms of Employment.

     (A)  Position and Duties.

          (i)  During the Employment Period, (a) the Executive's position
               (including status, offices, titles and reporting requirements),
               authority, duties and responsibilities shall be at least
               commensurate in all material respects with the most significant
               of those held, exercised and assigned at any time during the
               90-day period immediately preceding the Effective Date and (b)
               the Executive's services shall be performed at the location where
               the Executive was employed immediately preceding the Effective
               Date or any office or location less than 25 miles from such
               location.

          (ii) During the Employment Period, and excluding any periods of
               vacation and sick leave to which the Executive is entitled, the
               Executive agrees to devote reasonable attention and time during
               normal business hours to the business and affairs of the CNG
               System Company to which Executive is assigned and, to the extent
               necessary to discharge the responsibilities assigned to the
               Executive hereunder, to use the Executive's reasonable best
               efforts to perform faithfully and efficiently such
               responsibilities. During the employment period it shall not be a
               violation of this Agreement for the Executive to (a) serve on
               corporate, civic or charitable boards or committees, (b) deliver
               lectures, fulfill speaking engagements or teach at educational
               institutions and (c) manage personal investments, so long as such
               activities do not significantly interfere with the performance of
               the Executive's responsibilities as an employee of the CNG System
               Company in accordance with this Agreement. It is expressly
               understood and agreed that to the extent that any such activities
               have been conducted by the Executive prior to the Effective Date,
               the continued conduct of such activities (or the conduct of
               activities similar in nature and scope thereto) subsequent to the
               Effective Date shall not thereafter be deemed to interfere with
               the performance of the Executive's responsibilities to the CNG
               System Company to which Executive is assigned. The preceding
               sentence shall in no way be construed as a limitation on the
               non-business activities listed previously in this paragraph of
               Section 4(A)(ii). Activities of the Executive consistent with
               this paragraph shall not permit the CNG System Company to
               terminate the Executive's employment for Cause, as defined below.



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     (B)  Compensation.

          (i)  Base Salary. During the Employment Period, the Executive shall
               receive an annual base salary ("Base Salary"), at a monthly rate
               at least equal to the highest monthly base salary paid or payable
               to the Executive by any CNG System Company during the 12-month
               period immediately preceding the month in which the Effective
               Date occurs. As used herein, "Base Salary" will include all wages
               or salary paid to the Executive and will be calculated before any
               salary reduction or deferrals, including but not limited to
               reductions made pursuant to: Code Section 125; Code Section
               401(k); and the Executive Incentive Deferral Plan. During the
               Employment Period, the Base Salary shall be reviewed at least
               annually and shall be increased at any time and from time to time
               as shall be substantially consistent with increases in base
               salary awarded in the ordinary course of business to other key
               executives of the CNG System Companies. Any increase in Base
               Salary shall not serve to limit or reduce any other obligation to
               the Executive under this Agreement. Base Salary shall not be
               reduced after any such increase.

          (ii) Annual Bonus. In addition to Base Salary, the Executive shall be
               awarded, for each fiscal year ending during the Employment
               Period, an annual bonus (an "Annual Bonus") (either pursuant to
               the Company's Annual Executive Incentive Program, any successor
               to such program or otherwise) in cash at least equal to the
               highest of: a) the average annual bonus payable to the Executive
               from any CNG System Company in respect of the highest two of the
               last three fiscal years immediately preceding the Effective Date
               in which bonuses were paid or b) the Target Annual Bonus in the
               then current year for persons in the Executive's Salary Grade. As
               used herein, "Target Annual Bonus" will mean the anticipated
               bonus level for a salary grade or position, which will not be
               less than the same percentage of base salary as was in effect for
               the applicable salary grade or position at any time during the
               90-day period immediately preceding the Change of Control.

          (iii) Incentive, Savings and Retirement Plans. In addition to Base
               Salary and Annual Bonus payable as hereinabove provided, the
               Executive shall be entitled to participate during the Employment
               Period in all incentive, savings and retirement plans, practices,
               policies and programs in which the Executive was participating
               prior to the Effective Date and which are applicable to other key
               executives of the CNG System Companies (including, without



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               limitation, the Company's Executive Incentive Deferral Plan and
               its System Thrift Plan), in each case providing benefits which
               are the economic equivalent to those currently in effect or as
               subsequently amended prior to the Effective Date. The
               compensation, benefits and reward opportunities provided to the
               Executive pursuant to such plans, practices, policies and
               programs, in the aggregate, shall be at least as favorable as the
               most favorable of such compensation, benefits and reward
               opportunities, in the aggregate, provided by CNG System Companies
               for the Executive under such plans, practices, policies and
               programs as in effect at any time during the 90-day period
               immediately preceding the Effective Date or, if more favorable to
               the Executive, as provided at any time thereafter with respect to
               other key executives of the CNG System Companies. Notwithstanding
               the foregoing, the Company will not be required to institute new
               long-term incentive plans or programs following the Effective
               Date and before the date of closing or consummation of the
               transaction contemplated by a Change of Control so long as
               existing long-term incentive awards for the full calendar year
               which includes the Effective Date have been paid in connection
               with the Change of Control.

               In the event of the termination of the Company's Thrift Plan, or
               modification of such Plan, having the effect of reducing the
               applicable CNG System Company's monthly and/or matching
               contributions for the benefit of the Executive pursuant to such
               Plan, the CNG System Company shall, for the duration of the
               Employment Period, make monthly and/or matching contributions to
               a deferred compensation account maintained on behalf of the
               Executive in amounts which when added to any contributions made
               by the CNG System Company for the benefit of the Executive under
               the Thrift Plan shall at least equal the greater of (a) the CNG
               System Company's average monthly or matching contributions to the
               Executive's account under the Thrift Plan in respect to the
               fiscal year immediately preceding the Effective Date or (b) the
               CNG System Company's average monthly contribution to the
               Executive's account under the Thrift Plan during the term of the
               Agreement. Amounts contributed to an account pursuant to the
               preceding sentence and the income thereon shall be payable to the
               Executive either in the case of an account maintained under a
               qualified plan, in accordance with the terms of the plan, or in
               the case of any other such account, at the termination of the
               Executive's employment with the CNG System Companies.



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          (iv) Split Dollar Life Insurance and Supplemental Death Benefit Plans.
               During the Employment Period, and thereafter in accordance with
               the terms of the Split Dollar Life Insurance and Supplemental
               Death Benefit Plans applicable to the Executive, the Executive,
               his beneficiaries and his estate shall be entitled to the benefit
               of such plans as in effect on the Effective Date or, if more
               favorable to the Executive, as in effect at any time thereafter
               with respect to key executives of the CNG System Companies.

          (v)  Welfare Benefit Plans. During the Employment Period, the
               Executive and/or the Executive's family, as the case may be,
               shall be eligible for participation in and shall receive all
               benefits under welfare benefit plans, practices, policies and
               programs provided by the CNG System Companies (including, without
               limitation, medical, prescription, dental, vision, short term
               disability, income gap long term disability, salary continuance,
               severance, employee life, group life, accidental death and travel
               accident insurance plans and programs), in each case providing
               benefits which are the economic equivalent to those currently in
               effect or as subsequently amended prior to the Effective Date.
               The benefits provided to the Executive and/or the Executive's
               family pursuant to such plans, practices, policies and programs
               in accordance with this Section 4(B)(v) shall at all times be at
               least as favorable as the most favorable of such plans,
               practices, policies and programs in effect at any time during the
               90-day period immediately preceding the Effective Date or, if
               more favorable to the Executive and/or the Executive's family, as
               in effect at any time thereafter with respect to other key
               executives of the CNG System Companies.

      (C) Additional Rights of the Executive and Obligations of the Company.

          (i)  Expenses. During the Employment Period, the Executive shall be
               entitled to receive prompt reimbursement for all reasonable
               expenses incurred by the Executive in accordance with the most
               favorable policies, practices and procedures of the CNG System
               Companies in effect at any time during the 90-day period
               immediately preceding the Effective Date or, if more favorable to
               the Executive, as in effect at any time thereafter with respect
               to other key executives of the CNG System Companies.

          (ii) Fringe Benefits. During the Employment Period, the Executive
               shall be entitled to the same fringe benefits for which the
               Executive was eligible prior to the Effective Date, including but



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               not limited to the use of an automobile and payment of related
               expenses, or automobile allowances, where applicable, parking,
               financial consulting services, reimbursement for club dues, where
               applicable, home security, where applicable, in accordance with
               the most favorable plans, practices, policies and programs of the
               CNG System Companies in effect at any time during the 90-day
               period immediately preceding the Effective Date or, if more
               favorable to the Executive, as in effect at any time thereafter
               with respect to other key executives of the CNG System Companies.

          (iii) Office and Support Staff. During the Employment Period, the
               Executive shall be entitled to an office or offices of a size and
               with furnishings and other appointments, and to secretarial and
               other assistance, at least equal to the most favorable of the
               foregoing provided to the Executive by the CNG System Company to
               which the Executive was assigned at any time during the 90-day
               period immediately preceding the Effective Date or, if more
               favorable to the Executive, as provided at any time thereafter
               with respect to other key executives of the CNG System Companies.

          (iv) Vacation. During the Employment Period, the Executive shall be
               entitled to paid vacation in accordance with the most favorable
               plans, practices, policies and programs of the CNG System
               Companies as in effect at any time during the 90-day period
               immediately preceding the Effective Date or, if more favorable to
               the Executive, as in effect at any time thereafter with respect
               to other key executives of the CNG System Companies.

          (v)  Indemnification. The Executive shall be entitled during the
               Employment Period, and thereafter with respect to occurrences
               during the Employment Period, to the benefit of the
               indemnification provisions contained in the By-laws of the
               Company or the CNG System Company to which Executive is assigned
               as in effect on the Effective Date or, if more favorable to the
               Executive, as in effect at any time thereafter, to the extent
               permitted by applicable law at the time of the assertion of any
               liability against the Executive.

5.   Termination.

     (A)  Death or Disability. The Executive's employment under this Agreement
          shall terminate automatically upon the Executive's death. If the CNG
          System Company to which Executive is assigned determines in good 



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          faith that the Disability of the Executive has occurred (pursuant to
          the definition of "Disability" set forth below), it may give to the
          Executive written notice of its intention to terminate the Executive's
          employment. In such event, the Executive's employment with the CNG
          System Company shall terminate effective on the 30th day after receipt
          of such notice by the Executive (the "Disability Effective Date"),
          provided that, within the 30 days after such receipt, the Executive
          shall not have returned to full-time performance of the Executive's
          duties. For purposes of this Agreement, "Disability" means any
          physical or mental condition which wholly prevents the Executive from
          performing the duties of his occupation with the CNG System Company
          for at least 26 weeks after the commencement of such condition and
          which is determined to be of a permanent duration by a physician
          selected by the CNG System Company or its insurers and acceptable to
          the Executive or the Executive's legal representative (such agreement
          as to acceptability not to be withheld unreasonably).

     (B)  Cause. During the Employment Period, the CNG System Company to which
          Executive is assigned may only terminate the Executive's employment
          under Section 5(A) or for "Cause." For purposes of this Agreement,
          "Cause" means (i) an act or acts of personal dishonesty engaged in by
          the Executive and intended to result in substantial personal
          enrichment of the Executive at the expense of any CNG System Company,
          (ii) repeated violations by the Executive of the Executive's
          obligations under Section 4(A)(ii) of this Agreement which are
          demonstrably willful and deliberate on the Executive's part and which
          are not remedied in a reasonable period of time after receipt of
          written notice from the CNG System Company or (iii) the conviction of
          the Executive of a felony.

     (C)  Good Reason. Anything in this Agreement to the contrary
          notwithstanding, during the Employment Period, the Executive's
          employment may be terminated by the Executive for Good Reason and such
          termination shall be deemed a constructive discharge of the Executive
          by the CNG System Company to which the Executive is assigned. For
          purposes of this Agreement, "Good Reason" means:

          (i)  the assignment to the Executive of any duties inconsistent in any
               respect with the Executive's position (included status, offices,
               titles and reporting requirements), authority, duties or
               responsibilities as contemplated by Section 4(A)(i) of this
               Agreement, or any other action by the Company or the CNG System
               Company to which the Executive is assigned which results in a
               diminution in such position, authority, duties or
               responsibilities, excluding for this purpose an isolated,


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               insubstantial and inadvertent action not taken in bad faith and
               which is remedied by the CNG System Company promptly after
               receipt of notice thereof given by the Executive;

          (ii) any failure by the CNG System Company to which Executive is
               assigned to comply with any of the provisions of Section 4 of
               this Agreement, other than an isolated, insubstantial and
               inadvertent failure not occurring in bad faith and which is
               remedied by the CNG System Company promptly after receipt of
               notice thereof given by the Executive;

          (iii) the Company or the CNG System Company's to which the Executive
               is assigned requiring the Executive to be based at any office or
               location other than that described in Section 4(A)(i)(b) hereof,
               except for travel reasonably required in the performance of the
               Executive's responsibilities;

          (iv) any purported termination by the Company or the CNG System
               Company to which Executive is assigned of the Executive's
               employment otherwise than as expressly permitted by this
               Agreement;

          (v)  any failure by the Company to comply with and satisfy Section
               11(C) of this Agreement; or

          (vi) any spin-off, sale or other disposition by the Company of the CNG
               System Company employing the Executive at any time during the
               Employment Period.

          For purposes of this Section 5(C), any good faith determination of
          "Good Reason" made by the Executive shall be conclusive. Anything in
          this Agreement to the contrary notwithstanding, a termination by the
          Executive for any reason during the 30-day period immediately
          following the first anniversary of the Effective Date, shall be deemed
          to be a termination for Good Reason for all purposes of this
          Agreement. Any termination by the Executive for Good Reason (other
          than a termination during the 30-day period described in the
          immediately preceding sentence for a reason other than one set forth
          in clauses (i) through (vi) of this Section 5(C)) will be treated as a
          termination by the Company for purposes of any severance plan or
          policy in which the Executive could have been a participant
          immediately prior to the Effective Date, and the Executive shall be
          entitled to severance benefits under any such plan or policy as in
          effect immediately prior to the Effective Date. Notwithstanding the
          foregoing, the Executive will 


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          not be entitled to severance under any voluntary severance pay policy
          or plan or voluntary job elimination program.

     (D)  Notice of Termination. Any termination of the Executive's employment
          by the CNG System Company for Cause or by the Executive for Good
          Reason shall be communicated by Notice of Termination to the other
          party hereto given in accordance with Section 12(B) of this Agreement.
          For purposes of this Agreement, a "Notice of Termination" means a
          written notice which (i) indicates the specific termination provision
          in this Agreement relied upon, (ii) sets forth in reasonable detail
          the facts and circumstances claimed to provide a basis for termination
          of the Executive's employment under the provision so indicated and
          (iii) if the Date of Termination (as defined below) is other than the
          date of receipt of such notice, specifies the termination date (which
          date shall be not more than 15 days after the giving of such notice).
          The failure by the Executive to set forth in the Notice of Termination
          any fact or circumstance which contributes to a showing of Good Reason
          shall not waive any right of the Executive hereunder or preclude the
          Executive from asserting such fact or circumstance in enforcing his
          rights hereunder.

     (E)  Date of Termination. "Date of Termination" means the date of receipt
          of the Notice of Termination or any later date specified therein, as
          the case may be; provided, however, that (i) if the Executive's
          employment is terminated by the CNG System Company other than for
          Cause or Disability or by reason of death, the Date of Termination
          shall be the date on which the CNG System Company notifies the
          Executive of such termination and (ii) if the Executive's employment
          is terminated by reason of death or Disability, the Date of
          Termination shall be the date of death of the Executive or the
          Disability Effective Date, as the case may be.

6.   Obligations of the Company and CNG System Company upon Termination.

     (A)  Termination Because of Death. If the Executive's employment is
          terminated by reason of the Executive's death, such employment shall
          terminate without further obligations under this Agreement to the
          Executive's representatives, other than those obligations accrued or
          earned and vested (if applicable) by the Executive as of the Date of
          Termination, including, for this purpose (i) the Executive's full Base
          Salary through the Date of Termination at the rate in effect on the
          Date of Termination, (ii) the product of the Executive's Target Bonus
          under the applicable bonus plan for the calendar year in effect
          including the Date of Termination and a fraction, the numerator of
          which is the number of days in the current fiscal year through the
          Date of 



                                       12
<PAGE>   16

          Termination, and the denominator of which is 365, (iii) any
          compensation previously deferred by the Executive (together with any
          accrued interest thereon) and not yet paid by the CNG System Company
          or other appropriate plan or entity, and any accrued vacation pay not
          yet paid by the CNG System Company and (iv) all amounts payable to the
          estate or designated beneficiaries of the Executive under the System
          Thrift Plan, System Pension Plan, ESOP, the Split Dollar Life
          Insurance and Supplemental Death Benefit Plans and any other plans,
          practices, policies and programs of the CNG System Company, and/or all
          other amounts payable pursuant to Section 4(B)(iii) hereof (such
          amounts specified in clauses (i), (ii), (iii) and (iv) are hereinafter
          referred to as "Accrued Obligations"). All such Accrued Obligations
          shall be paid to the Executive's estate or beneficiary, as applicable,
          in a lump sum in cash within 30 days of the Date of Termination or
          otherwise in accordance with the Executive's specific elections
          pursuant to any such plan, practice, policy or program. Anything in
          this Agreement to the contrary notwithstanding, the Executive's family
          shall be entitled to receive benefits at least equal to the most
          favorable benefits provided by the CNG System Company to surviving
          families of executives of the CNG System Company under such plans,
          practices, policies or programs relating to family death benefits, if
          any, in accordance with the most favorable plans, practices, policies
          and programs of the CNG System Company in effect at any time during
          the 90-day period immediately preceding the Effective Date or, if more
          favorable to the Executive and/or the Executive's family, as in effect
          on the date of the Executive's death, with respect to other key
          executives of the CNG System Companies and their families.

     (B)  Termination Because of Disability. If the Executive's employment is
          terminated by reason of the Executive's Disability, such employment
          shall terminate without further obligations to the Executive, other
          than those obligations accrued or earned and vested (if applicable) by
          the Executive as of the Date of Termination, including for this
          purpose, all Accrued Obligations. All such Accrued Obligations shall
          be paid to the Executive in a lump sum in cash within 30 days of the
          Date of Termination or otherwise in accordance with the Executive's
          specific elections pursuant to any plan, practice, policy or program
          providing benefits forming a part of the Accrued Obligations. Anything
          in this Agreement to the contrary notwithstanding, the Executive shall
          be entitled after the Disability Effective Date to receive disability
          and other benefits at least equal to the most favorable of those
          provided by the CNG System Companies to disabled executives and/or
          their families in accordance with such plans, practices, policies and
          programs relating to disability, if any, of the CNG System Companies
          in effect at any time during the 90-day period immediately preceding
          the Effective Date or, if

                                       13
<PAGE>   17

          more favorable to the Executive and/or the Executive's family, as in
          effect at any time thereafter with respect to other key executives of
          the CNG System Companies and their families.

     (C)  Termination For Cause by the CNG System Company or For Other Than Good
          Reason by the Executive. If the Executive's employment shall be
          terminated for Cause, or if the Executive terminates his employment
          other than for Good Reason, the Executive's employment under this
          Agreement shall terminate without further obligations to the
          Executive, other than those obligations accrued or earned and vested
          (if applicable) by the Executive through the Date of Termination,
          including for this purpose, all Accrued Obligations. All such Accrued
          Obligations shall be paid to the Executive in a lump sum in cash
          within 30 days of the Date of Termination or otherwise in accordance
          with the Executive's specific elections pursuant to any plan,
          practice, policy or program providing benefits forming a part of the
          Accrued Obligations.

     (D)  Termination For Good Reason by the Executive or For Other Than Cause
          or Disability by the CNG System Company or Other Than As a Result of
          Death. If, during the Employment Period, the Executive's employment
          shall be terminated by the Company or the CNG System Company to which
          Executive is assigned, other than for Cause or Disability or other
          than as a result of the Executive's death, or if the Executive shall
          terminate his employment for Good Reason, the CNG System Companies
          shall pay to the Executive in a lump sum in cash within 30 days after
          the Date of Termination (or otherwise in accordance with the
          Executive's specific elections pursuant to any plan, practice, policy
          or program providing benefits forming a part of the Accrued
          Obligations), the aggregate of the following amounts and shall make
          the following transfers and provide the following benefits:

          (i)  The Executive's full Base Salary and vacation pay accrued (for
               vacation not taken) through the Date of Termination at the rate
               in effect at the time of the Notice of Termination, plus an
               amount equal to the product of the Executive's Target Annual
               Bonus under the applicable bonus plan for the calendar year
               including the Date of Termination and a fraction, the numerator
               of which is the number of days in such calendar year through the
               Date of Termination and the denominator of which is 365, plus all
               other amounts to which the Executive is entitled under any
               compensation plan, practice, policy or program of the Company in
               effect at the time such payments are due; and

          (ii) In the event any compensation has been previously deferred by the
               Executive, all amounts previously deferred (together with any


                                       14
<PAGE>   18

               accrued interest thereon) and not yet paid by the CNG System
               Company; and

       (iii)   (a) In the event the Executive is at least 50 years old with 10
               years of Service on the Date of Termination, the Executive shall
               be entitled to elect, at the time of his termination of
               employment, one of the following benefits under the Split Dollar
               Life Insurance Program and the Consolidated Natural Gas Company
               Supplemental Retirement Benefit Plan (the "Supplemental
               Retirement Plan"): (x) retirement under the Supplemental
               Retirement Plan with five (5) years added to age and Service for
               all purposes, including retirement eligibility or (y) purchase
               for and deliver to Executive by the Company of a completely paid
               up whole life insurance policy to be owned by Executive, with the
               beneficiary to be designated by the Executive, and with a death
               benefit equal to two times Executive's Base Salary. The Company
               will also pay to the Executive, at the time of termination of
               employment, an amount that, after payment of all federal, state
               and local income, employment and excise taxes thereon, is equal
               to all applicable federal, state and local income and employment
               and excise taxes payable on the benefit provided for in this
               Section 6(D)(iii)(a).

               (b) In the event the Executive is not 50 years old or has less
               than 10 years of Service on the Date of Termination, the Company
               will purchase for and deliver to the Executive a completely paid
               up whole life insurance policy to be owned by the Executive, with
               the beneficiary to be designated by the Executive, and with a
               death benefit equal to two times the Executive's Base Salary. The
               Company will also pay to the Executive, at the time of
               termination of employment, an amount that, after payment of all
               federal, state and local income, employment and excise taxes
               thereon, is equal to all applicable federal, state and local
               income and employment and excise taxes payable in respect of the
               delivery of the whole life insurance policy pursuant to this
               subsection (iii) (b).

               (c) If the Executive elects to receive benefits under the
               Supplemental Retirement Plan under subsection (iii) (a) above, he
               will be entitled to no benefits and have no other rights under
               the Split Dollar Life Insurance Program, and if the Executive
               elects to receive a paid up whole life insurance policy under the
               Split Dollar Life Insurance Program, he will be entitled to no
               benefits and have no other rights under the Supplemental
               Retirement Plan. Delivery of a paid up whole life insurance



                                       15
<PAGE>   19

               policy and the additional amount pursuant to this subsection
               (iii) will constitute the full satisfaction of all the Company's
               obligations to the Executive under the Split Dollar Life
               Insurance Program. Benefits under the Supplemental Retirement
               Plan may be provided in whole or in part under the COC Plan
               (defined below); and

          (iv) A lump sum severance payment in an amount equal to three (3)
               times the Executive's Annual Compensation. For purposes of this
               Agreement, "Annual Compensation" shall be an amount equal to the
               sum of (a) the Executive's Base Salary from the CNG System
               Companies, in effect immediately prior to the Date of
               Termination, plus (b) the highest of the annual bonus payable to
               the Executive (whether paid currently or deferred) for the
               calendar year immediately preceding the Date of Termination or
               the Executive's Target Annual Bonus, not prorated, for the
               calendar year which includes the Date of Termination; and

          (v)  A lump sum payment equal to (a) the cost to the Company or CNG
               System Company, at the Date of Termination, of coverage of the
               Executive and his or her dependents under the Company or CNG
               System Company's life, short term disability, long term
               disability, health, medical, dental, vision, AD&D and other
               employee welfare benefit plans or programs (as in effect on the
               Date of Termination) for 36 months following the Date of
               Termination, and (b) an amount that, after payment of all
               federal, state and local income, employment and excise taxes
               thereon, is equal to all applicable federal, state and local
               income, employment and excise taxes payable on the amount set
               forth in clause (a) of this Section 6(D)(v); and

          (vi) (a) In the event the Executive is age 50 or older with 10 years
               of service on the Date of Termination, (x) the Executive will be
               eligible to receive retirement benefit payments under the
               Retirement and Postretirement Benefit Plan for Certain Employees
               of Consolidated Natural Gas Company and Its Participating
               Subsidiaries (the "COC Plan"), which will contain terms requiring
               the Company to fund the retirement benefits under the COC Plan
               under the existing Rabbi Trust between the Company and Mellon
               Bank in connection with a Change of Control) which will add five
               (5) years to age and service and will allow payments beginning on
               or about the Date of Termination all as more fully set forth in
               the COC Plan, and (y) the Executive and his or her spouse will be
               eligible to receive retiree medical insurance benefits beginning
               on the Date of Termination and 



                                       16
<PAGE>   20

               continuing for the remainder of their lives on terms
               substantially identical to the terms of the Company's retiree
               medical plan in effect on the Effective Date, any other
               dependents of the Executive shall be entitled to such medical
               benefits for so long as they are eligible, and the Executive
               shall be eligible to receive retiree life insurance benefits
               beginning on the Date of Termination and continuing for the
               remainder of his or her life on terms substantially identical to
               the terms of the Company's retiree life insurance plan as if
               effect on the Effective Date. The COC Plan will contain
               provisions for funding this benefit under the Rabbi Trust or
               similar document to the maximum extent permitted by the Code.

               (b) In the event the Executive is under age 50 or has less than
               10 years of service on the Date of Termination, (x) the Executive
               will be eligible for retirement benefits under the COC Plan,
               which will treat Executive as having an additional five (5) years
               of service for all purposes and add five (5) years to age for
               purposes of retirement discounts, but not for the benefit
               commencement date, and (y) retirement benefit payments under the
               COC Plan will begin on the date the Executive reaches age 55, all
               as more fully set forth in the COC Plan; and

          (vii) At the CNG System Company's expense and without any limit on
               such expenses, the Executive will be entitled to outplacement
               services for up to one year following the Date of Termination,
               including a private office, administrative support and
               individualized consultation provided by an outplacement service
               provider acceptable to the Executive and the CNG System Company.
               The Executive may also elect to forego this benefit in exchange
               for a payment of $25,000. The CNG System Company will pay to the
               Executive an additional amount that, after payment of all
               federal, state and local income, employment and excise taxes
               thereon, is equal to all applicable federal, state and local
               income, employment and excise taxes payable on the benefit or
               cash set forth in this Section 6(D)(vii).

(E)  Successor in Interest. The Executive may designate a Successor (or
     Successors) in Interest to receive any and all amounts due the Executive in
     accordance with this Agreement should the Executive be deceased at any time
     of payment. Such designation of Successor(s) in Interest shall be made in
     writing and signed by the Executive, and delivered to the Company pursuant
     to Section 12(B) hereof. Any such designation may be made to any legal
     person, persons, trust or the Executive's estate as he shall determine in
     his sole discretion. In the 



                                       17
<PAGE>   21
         event any designation shall be incomplete, or in the event the
         Executive shall fail to designate a Successor in Interest, his estate
         shall be deemed to be his Successor in Interest to receive such portion
         of all of the payments due hereunder. The Executive may amend, change
         or revoke any such designation at any time and from time to time, in
         the same manner. This Section 6(E) shall not supersede any designation
         of beneficiary or successor in interest made by the Executive, or
         separately covered, under any other plan, practice, policy or program
         of the Company or the CNG System Company.

7.   Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
     the Executive's continuing or future participation in any benefit, bonus,
     incentive, severance or other plans, practices, policies or programs
     provided by the Company and/or any CNG System Company and for which the
     Executive may qualify, nor shall anything herein limit or otherwise affect
     such rights as the Executive may have under any stock option or other
     agreements with the Company and/or any CNG System Company. Amounts which
     are vested benefits or which the Executive is otherwise entitled to receive
     under any plan, practice, policy or program of the Company and/or any CNG
     System Company at or subsequent to the Date of Termination shall be payable
     in accordance with such plan, practice, policy or program.

8.   Full Settlement. The Company's obligation to make or cause to be made the
     payments provided for in this Agreement and otherwise to perform its
     obligations hereunder shall not be affected by any set-off, counterclaim,
     recoupment, defense or other claim, right or action which the Company or
     any CNG System Company may have against the Executive or others. In no
     event shall the Executive be obligated to seek other employment or take any
     other action by way of mitigation of the amounts payable to the Executive
     under any of the provisions of this Agreement. The Company agrees to pay,
     to the fullest extent permitted by law, all legal fees and expenses which
     the Executive may reasonably incur as a result of any contest (regardless
     of the outcome thereof) by the Company, any CNG System Company or others of
     the validity or enforceability of, or liability under, any provision of
     this Agreement (including as a result of any contest by the Executive about
     the amount of any payment pursuant to Sections 6 or 9 of this Agreement),
     plus in each case interest at the applicable Federal rate provided for in
     Section 7872(f)(2) of the Code. In any such action brought by the Executive
     for damages or to enforce any provisions of this Agreement, the Executive
     shall be entitled to seek both legal and equitable relief and remedies,
     including, without limitation, specific performance of the Company's
     obligations hereunder, in the Executive's sole discretion.



                                       18
<PAGE>   22


9.   Certain Additional Payments by the Company.

     (A)  Anything in this Agreement to the contrary notwithstanding, in the
          event it shall be determined that any payment or distribution made, or
          benefit provided, by the Company or any CNG System Company to or for
          the benefit of the Executive (whether paid or payable or distributed
          or distributable pursuant to the terms of this Agreement or otherwise,
          but determined without regard to any additional payments required
          under this Section 9) (a "Payment") would be subject to the excise tax
          imposed by Section 4999 of the Code (or any similar excise tax) or any
          interest or penalties are incurred by the Executive with respect to
          such excise tax (such excise tax, together with any such interest and
          penalties, are hereinafter collectively referred to as the "Excise
          Tax"), then the Executive shall be entitled to receive an additional
          payment (a "Gross-Up Payment") in an amount such that after payment by
          the Executive of all taxes (including any Excise Tax) imposed upon the
          Gross-Up Payment and any interest or penalties imposed with respect to
          such taxes, the Executive retains from the Gross-Up Payment an amount
          equal to the Excise Tax imposed upon the Payments.

     (B)  Subject to the provisions of Section 9(C), all determinations required
          to be made under this Section 9, including determination of whether a
          Gross-Up Payment is required and of the amount of any such Gross-Up
          Payment, shall be made by PricewaterhouseCoopers, LLP (the "Accounting
          Firm") which shall provide detailed supporting calculations both to
          the Company and the Executive within 30 business days of the Date of
          Termination, if applicable, or such earlier time as is requested by
          the Company, provided that any determination that an Excise Tax is
          payable by the Executive shall be made on the basis of substantial
          authority. The initial Gross-Up Payment, if any, as determined
          pursuant to this Section 9(B), shall be paid to the Executive within
          five business days of the receipt of the Accounting Firm's
          determination. If the Accounting Firm determines that no Excise Tax is
          payable by the Executive, it shall furnish the Executive with a
          written opinion that he has substantial authority not to report any
          Excise Tax on his Federal income tax return. Any determination by the
          Accounting Firm meeting the requirements of this Section 9(B) shall be
          binding upon the Company and the Executive; subject only to payments
          pursuant to the following sentence based on a determination that
          additional Gross-Up Payments should have been made, consistent with
          the calculations required to be made hereunder (the amount of such
          additional payments are referred to herein as the "Gross-Up
          Underpayment"). In the event that the Company exhausts its remedies
          pursuant to Section 9(C) and the Executive thereafter is required to



                                       19
<PAGE>   23

          make a payment of any Excise Tax, the Accounting Firm shall determine
          the amount of the Gross-Up Underpayment that has occurred and any such
          Gross-Up Underpayment shall be promptly paid by the Company to or for
          the benefit of the Executive. The fees and disbursements of the
          Accounting Firm shall be paid by the Company.

     (C)  The Executive shall notify the Company in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Company of a Gross-Up Payment. Such notification shall
          be given as soon as practicable but not later than ten business days
          after the Executive receives written notice of such claim and shall
          apprise the Company of the nature of such claim and the date on which
          such claim is requested to be paid. The Executive shall not pay such
          claim prior to the expiration of the 30-day period following the date
          on which it gives such notice to the Company (or such shorter period
          ending on the date that any payment of taxes with respect to such
          claim is due). If the Company notifies the Executive in writing prior
          to the expiration of such period that it desires to contest such claim
          and that it will bear the costs and provide the indemnification as
          required by this sentence, the Employee shall:

          (i)   give the Company any information reasonably requested by the
                Company relating to such claim,

          (ii)  take such action in connection with contesting such claim as the
                Company shall reasonably request in writing from time to time,
                including, without limitation, accepting legal representation
                with respect to such claim by an attorney reasonably selected by
                the Company,

          (iii) cooperate with the Company in good faith in order effectively to
                contest such claim, and

          (iv)  permit the Company to participate in any proceedings relating to
                such claim; provided, however, that the Company shall bear and
                pay directly all costs and expenses (including additional
                interest and penalties) incurred in connection with such contest
                and shall indemnify and hold the Executive harmless, on an
                after-tax basis, for any Excise Tax or income tax, including
                interest and penalties with respect thereto, imposed as a result
                of such representation and payment of costs and expenses.
                Without limitation on the foregoing provisions of this Section
                9(C), the Company shall control all proceedings taken in
                connection with such contest and, at its sole option, may pursue
                or forgo any and all administrative appeals, proceedings,
                hearings and 



                                       20
<PAGE>   24

               conferences with the taxing authority in respect of such claim
               and may, at its sole option, either direct the Executive to pay
               the tax claimed and sue for a refund or contest the claim in any
               permissible manner, and the Executive agrees to prosecute such
               contest to a determination before any administrative tribunal, in
               a court of initial jurisdiction and in one or more appellate
               courts, as the Company shall determine; provided, however, that
               if the Company directs the Executive to pay such claim and sue
               for a refund, the Company shall advance the amount of such
               payment to the Executive, on an interest-free basis and shall
               indemnify and hold the Executive harmless, on an after-tax basis,
               from any Excise Tax or income tax, including interest or
               penalties with respect thereto, imposed with respect to such
               advance or with respect to any imputed income with respect to
               such advance; and further provided that any extension of the
               statute of limitations relating to the payment of taxes for the
               taxable year of the Executive with respect to which such
               contested amount is claimed to be due is limited solely to such
               contested amount. Furthermore, the Company's control of the
               contest shall be limited to issues with respect to which a
               Gross-Up Payment would be payable hereunder and the Executive
               shall be entitled to settle or contest, as the case may be, any
               other issue raised by the Internal Revenue Service or any other
               taxing authority.

     (D)  If, after the receipt by the Executive of an amount advanced by the
          Company pursuant to Section 9(C), the Executive becomes entitled to
          receive any refund with respect to such claim, the Executive shall
          (subject to the Company's complying with the requirements of Section
          9(C)) promptly pay to the Company the amount of such refund (together
          with any interest paid or credited thereon after taxes applicable
          thereto). If, after the receipt by the Executive of an amount advanced
          by the Company pursuant to Section 9(C), a determination is made that
          the Executive shall not be entitled to any refund with respect to such
          claim and the CNG System Company does not notify the Executive in
          writing of its intent to contest such denial of refund prior to the
          expiration of 30 days after such determination, then any obligation of
          the Executive to repay such advance shall be forgiven and the amount
          of such advance shall offset, to the extent thereof, the amount of
          Gross-Up Payment required to be paid.

10.  Confidential Information. The Executive shall hold in a fiduciary capacity
     for the benefit of the CNG System Companies all secret or confidential
     information, knowledge or data relating to the CNG System Companies, and
     their respective businesses, which shall have been obtained by the
     Executive 



                                       21
<PAGE>   25

     during the Executive's employment by the CNG System Companies and which
     shall not be or become public knowledge (other than by acts of the
     Executive or his representatives in violation of this Agreement). After the
     Date of Termination of the Executive's employment with the CNG System
     Companies, the Executive shall not, without the prior written consent of
     the Company, communicate or divulge any such information, knowledge or data
     to anyone other than the CNG System Companies and those designated by it.
     In no event shall an asserted violation of the provisions of this Section
     10 constitute a basis for deferring or withholding any amounts otherwise
     payable to the Executive under this Agreement.

11.  Successors.

     (A)  This Agreement is personal to the Executive and without the prior
          written consent of the Company shall not be assignable by the
          Executive otherwise than by will or the laws of descent and
          distribution. This Agreement shall inure to the benefit of and be
          enforceable by the Executive's legal representatives or Successor(s)
          in Interest.

     (B)  This Agreement shall inure to the benefit of and be binding upon the
          Company and its successors and assigns.

     (C)  The Company will require any successor (whether direct or indirect, by
          purchase, merger, consolidation or otherwise to all or substantially
          all of the business and/or assets of the Company) to assume expressly
          and agree to perform this Agreement in the same manner and to the same
          extent that the Company would be required to perform it if no such
          succession had taken place. As used in this Agreement, "Company" shall
          mean the Company as hereinbefore defined and any successor to its
          business and/or assets as aforesaid which assumes and agrees to
          perform this Agreement by operation of law or otherwise.

12.  Miscellaneous.

     (A)  This Agreement shall be governed by and construed in accordance with
          the laws of the State of Delaware, without reference to principles of
          conflict of laws. The captions of this Agreement are not part of the
          provisions hereof and shall have no force or effect. This Agreement
          may not be amended or modified otherwise than by a written agreement
          executed by the parties hereto or their respective successors and
          legal representatives.

     (B)  All notices and other communications hereunder shall be in writing and
          shall be given by hand delivery to the other party or by registered or


                                       22
<PAGE>   26

          certified mail, return receipt requested, postage prepaid, addressed
          as follows:

          If to the Executive:
          --------------------

          To the address on record
          at the employing company

          If to the Company or (CNG System):

          Consolidated Natural Gas Company
          CNG Tower
          Pittsburgh, PA  15222-3199

          Attention: Senior Vice President and General Counsel

          or to such other address as either party shall have furnished to the
          other in writing in accordance herewith. Notice and communications
          shall be effective when actually received by the addressee.

     (C)  Whenever reference is made herein to any specific plan or program of
          the Company or CNG System Company, to the extent that the Executive is
          not a participant therein or has no benefit accrued thereunder,
          whether vested or contingent, as of the Effective Date, then such
          reference herein shall be null and void and of no effect, and the
          Executive shall acquire no additional benefit as a result of such
          reference. This section does not include any severance plans or any
          other exit incentives.

     (D)  The invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement.

     (E)  The Company and the CNG System Company may withhold from any amounts
          payable under this Agreement such Federal, state or local taxes as
          shall be required to be withheld pursuant to any applicable law or
          regulation.

     (F)  The Executive's failure to insist upon strict compliance with any
          provision hereof shall not be deemed to be a waiver of such provision
          or any other provision thereof.

     (G)  This Agreement contains the entire understanding of the Company and
          the Executive with respect to the subject matter hereof but does not
          supersede or override the provisions of any stock option, employee



                                       23
<PAGE>   27

          benefit or other plan, program, policy or practice in which Executive
          is a participant or under which Executive is a beneficiary. This
          Agreement supersedes and cancels all previous Change of Control
          agreements, employment agreements and salary continuation agreements
          entered into between the Company, or any of its subsidiaries, and the
          Executive.

     (H)  The Executive and the Company acknowledge that the employment of the
          Executive by any CNG System Company prior to the Effective Date is "at
          will," and, prior to the Effective Date, may be terminated by either
          the Executive or the applicable CNG System Company at any time, unless
          subsection 1(B) applies. Upon a termination of the Executive's
          employment or upon the Executive's ceasing to be an officer of any CNG
          System Company, in each case, prior to the Effective Date, there shall
          be no further rights under this Agreement, unless section 1(B)
          applies.

     (I)  The Company agrees that it will cause the appropriate CNG System
          Companies to perform any and all obligations hereunder which said CNG
          System Companies need to perform to comply herewith. The Company will
          assure compliance herewith and assume full responsibility and
          liability for any failure on the part of any CNG System Company to do
          so.


          IN WITNESS WHEREOF, the Executive has hereunto set his hand and, 
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed as of the day and year first above written.



                                    --------------------------------------------
                                    Name
                                    Executive

                                    CONSOLIDATED NATURAL GAS COMPANY

                                    By:
                                       -----------------------------------------
                                       Stephen E. Williams
                                       Senior Vice President and General Counsel


Attest:


------------------------------
E. J. Marks
Secretary