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                                                                  EXHIBIT 10F


                                                   Approved February 18, 1997
                                                   Effective January 1, 1997


                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                                       OF

                        CONSOLIDATED NATURAL GAS COMPANY


                                    ARTICLE I
         1.1 Name and Purpose. The name of this plan is the "Deferred
Compensation Plan for Directors of Consolidated Natural Gas Company" (the
"Plan"). Its purpose is to provide non-employee Directors of the Company with
increased flexibility in timing the receipt of board service fees and to assist
the Company in attracting and retaining qualified individuals to serve as
Directors.
         1.2 Definitions. Whenever used in the Plan, the following terms shall
have the meaning set forth below:
               (a) "Company" means Consolidated Natural Gas Company.
               (b) "Closing Price" means the New York Stock Exchange ("NYSE")
closing price of the Company's Common Stock as reported in The Wall Street
Journal, for the day at issue or the previous trading day if the day at issue is
not a trading day.
               (c) "Common Stock" means the Common Stock ($2.75 par value) of
the Company.
               (d) "Compensation" means all remuneration paid to a Director for
service as a Director other than reimbursement for expenses and shall include,
but not be limited to, annual cash retainer, fees for attendance at meetings and
any Stock Credits earned and elected by the Director; provided, however, that
for purposes of this Plan, Compensation shall not include any restricted stock,
stock options or other stock based awards.
               (e) "Director" means any individual serving on the Board of
Directors of the Company who is not and has never been an employee of the
Company or any of its subsidiaries or affiliates.
               (f) "Participant" means a Director who has filed an election to
participate under Section 3.1 with regard to any Plan Year.
               (g) "Plan Administrator" means the Nominating Committee of the
Board of Directors, of the Company or such other Board Committee with
responsibility for review of Director's compensation.
               (h) "Plan Year" means the calendar year.
               (i) "Secretary" means the Secretary of the Corporation.
               (j) "Stock Credit" means a credit that is equivalent to one share
of CNG Common Stock. 

                                   ARTICLE II
                                       2.

         2.1 Participation in the Plan. Any individual who is a non-employee
Director may 

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participate in the Plan. Notwithstanding the foregoing, the Board of Directors,
in its sole discretion, may withhold all or a part of the value of any
Director's Account if such Director engaged in any act of misconduct or
otherwise engaged in conduct contrary to the best interests of the Company.

                                  ARTICLE III

         3.1 Election to Participate.

               (a) Generally. Each Director may elect annually to have payment
of all or any portion of his or her Compensation for that Plan Year deferred. If
the Participant ceases to be a Director, the Participant's account balance will
be paid in accordance with Section 3.3 hereof as soon as practicable following
the end of the Plan Year during which the Participant ceased to be a Director.
No election to defer under this Plan may be made after December 31 of the year
preceding the Plan Year during which Compensation would otherwise be paid or,
with respect to the first Plan Year a Director becomes a director, within thirty
days from the date a Director becomes a Director. An election to defer any
Compensation shall be in writing and shall be received by the Secretary in a
form prescribed by the Plan Administrator. An election to defer shall be
irrevocable by the Director and shall be effective only for the Plan Year
immediately following the date on which it was filed. In the absence of a signed
Director's election for the Plan Year to defer delivered to the Secretary, no
Compensation will be deferred under this Plan.
         (b) Special Election. Each Director serving as a member of the Board of
Directors on January 1, 1997 (a "Current Director") will have the option of
electing a special one-time election (a "Special Credit") which will result from
the Current Director's waiver of the post-retirement retainer currently provided
upon a Director's normal retirement at age 70. The amount of Special Credit will
be determined based on actuarial assumptions established by the Plan
Administrator, and is designed to preserve the current value of the Current
Director's post retirement retainer benefit assuming retirement at age 70. 
         This Special Credit (if elected) may be taken in restricted stock
pursuant to and under the 1997 Stock Incentive Plan, or may be deferred as Stock
Credits in this Plan for Directors. If Stock Credits are elected, they will be
applied in accordance with Section 3.2 hereof. Conversion into "Stock Credits"
in this Plan is determined by dividing the dollar amount of the Special Credit
by the closing price of a share of the Common Stock of the Company on the NYSE
on the date this revised Deferred Compensation Plan for Directors is approved by
the Board of Directors of the Company.
         The Special Credit elections are to be made on a form, and utilizing
procedures, established by the Plan Administrator.
         3.2 Mode of Deferral. Payment of a Participant's Compensation may be
deferred by means of a Cash Credit, a Stock Credit, or a combination of the two
as the Participant shall elect in writing at the same time as the election
provided for in Section 3.1(a). Additional Stock Credits to a Director's account
may also result from his or her election in accordance with Section 3.1(b)
hereof. If a Participant makes an election to defer, but fails to make an
election as to type of deferral, he or she shall be deemed to have elected
deferral by means of a Cash Credit. Cash Credits and Stock Credits shall be
recorded in accounts established in each Participant's name on the books of the
Company.
               (a) Cash Credits. If the deferral is wholly or partly by means of
a Cash


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Credit, the Participant's Cash Credit account shall be credited with the dollar
amount of Compensation deferred by means of a Cash Credit at the time it is
earned. As of the last day of each calendar quarter, the Participant's Cash
Credit account shall be credited with an interest equivalent in an amount
determined by applying to the current balance in the account an interest rate
for such quarter which shall be equal to the closing prime commercial rate on
that date at the Chase Manhattan Bank (National Association) located in New York
City.

               (b) Stock Credits. If the deferral is wholly or partly by means
of a Stock Credit, the Participant's Stock Credit account shall be credited with
a Common Stock equivalent equal to the number of shares of Common Stock
(including fractions of a share) that could have been purchased with the amount
of the Compensation deferred at the Closing Price of Common Stock on the day the
Compensation is earned. As of the date any dividend is paid to shareholders of
Common Stock, the Participant's Stock Credit account shall also be credited with
an additional Stock Credit equivalent to the number of shares of Common Stock
(including fractions of a share) that could have been purchased at the Closing
Price of Common Stock on such date with the dividend paid on the number of
shares of Common Stock to which the Participant's Stock Credit account is then
equivalent. In case of dividends paid in property, the dividend shall be deemed
to be the fair market value of the property at the time of distribution of the
dividend, as determined by the Plan Administrator.

         3.3 Distribution of Credits.
               (a) Unless a Participant has elected a different number of
installments as provided below, payment of a Participant's account balance shall
be made as a single sum payment as soon as practicable following the end of the
Plan Year in which the Participant ceases to be a Director.
               At the election of the Participant made in writing and delivered
to the Plan Administrator no later than six months prior to termination of the
Participant's service as a Director, distribution of the Participant's account,
shall be made in any number of annual installments not exceeding ten annual
installments. Installments will commence as soon as practicable following the
end of the Plan Year in which the Participant ceases to be a Director. Each
installment will be paid in a single sum payment. Any such election, unless made
irrevocable by its terms, may be changed by written notice to the Plan
Administrator at any time prior to six months prior to a Participant's
termination of service as a Director. Any elections made pursuant to this
Section 3.3 must be approved by the Plan Administrator, which may accept or
reject the election in its sole discretion. No election will be accepted if it
is made in the same Plan Year as the termination of service of the Director. 
               At the written request of a Participant, the Plan Administrator,
in its sole discretion, may authorize payment of all or a part of the
Participant's Cash Credit account balance prior to his or her termination of
service as a Director or acceleration of payment of any installments if the Plan
Administrator in its sole discretion finds that continued deferral will result
in financial hardship to the Participant.
               (b) Distribution of a Participant's Cash Credit account balance
shall be made in cash. Distribution of a Participant's Stock Credit account
balance shall also be


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made in cash with the amount of the distribution determined by multiplying the
number of Stock Credits associated with the installment payment by the Closing
Price of Common Stock on the last business day in December immediately prior to
the Plan Year in which the installment is to be paid.
               (c) A Participant may not select a different number of
distribution installments for the Cash Credit and Stock Credit accounts.
         3.4 Adjustment. If at any time the number of outstanding shares of
Common Stock shall be changed as the result of any stock dividend, subdivision
or reclassification of shares, the number of shares of Common Stock to which
each Participant's Stock Credit account is equivalent shall be changed in the
same proportion as the outstanding number of shares of Common Stock is changed.
In the event the Company shall at any time be consolidated with or merged into
any other corporation and holders of the Company's Common Stock receive common
shares of the resulting or surviving corporation, there shall be credited to
each Participant's Stock Credit account, in place of the shares then credited
thereto, a stock equivalent determined by multiplying the number of common
shares of stock given in exchange for a share of Common Stock upon such
consolidation or merger, by the number of shares of Common Stock to which the
Participant's account is then equivalent. If in such a consolidation or merger,
holders of the Company's Common Stock shall receive any consideration other than
common shares of the resulting or surviving corporation, the Plan Administrator,
in its sole discretion, shall determine the appropriate change in Participants'
accounts.
         3.5 Installment Amount. In the event a Participant has elected to
receive distribution of his or her account balance in more than one annual
installment, the amount of each installment shall be determined by multiplying
the current balance in the accounts as determined under Section 3.2, by a
fraction, the numerator of which is one, and the denominator of which is the
number of installments yet to be paid.



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         3.6 Distribution Upon Death. In the event of the death of a
Participant, whether before or after cessation of service as a Director, any
Cash Credit account balance and Stock Credit account to which he or she was
entitled, shall be automatically converted to cash and distributed in a single
payment sum to such person or persons or the survivors thereof, including
corporations, unincorporated associations or trusts, as the Participant may have
designated. All such designations shall be made in writing, signed by the
Participant and delivered to the Secretary. A Participant may from time to time
revoke or change any such designation by written notice to the Secretary. If
there is no unrevoked designation on file with the Plan Administrator at the
time of the Participant's death, or if the person or persons designated therein
shall have all predeceased the Participant or otherwise ceased to exist, such
distributions shall be made to the Participant's estate. Any distribution under
this Section 3.6 shall be made as soon as practicable following notification to
the Plan Administrator of the Participant's death. In this case, the
Participant's Stock Credit account shall be converted to cash by multiplying the
number of Stock Credits or fractions thereof in the Participant's account by the
Closing Price of Common Stock on the last business day of the month immediately
preceding the date of death.
         3.7 Withholding Taxes. The Company shall deduct from all distributions
under the Plan any taxes required to be withheld by federal, state, or local
governments.

                                   ARTICLE IV
         4.1 Plan Administrator. The Plan Administrator shall have full power
and authority to administer and interpret the Plan including the power to
promulgate forms to be used with regard to the Plan, the power to promulgate
rules of Plan administration, the power to settle any disputes as to rights or
benefits arising from the Plan, and the power to make such decisions or take
such action as the Plan Administrator, in its sole discretion, deems necessary
or advisable to aid in the proper operation, maintenance and administration of
the Plan. The Plan Administrator's interpretation of the Plan, and all actions
taken within the scope of its authority, shall be final and binding on the
Company and the Participants.
         4.2 Accounts.
               (a) The Plan Administrator shall cause an account to be kept for
each Participant. The account shall reflect the amounts as determined under
Section 3.2 hereof.

                  (b) Any account shall be considered a bookkeeping account
only, kept solely for the convenience of the Plan. The keeping of an account
shall not in any way be interpreted to mean that a Director has any right to
such account or that there are assets set aside for such account.
         4.3 Claims Procedure.
               (a) All claims for benefits shall be in writing and shall be
filed with the Plan Administrator.
               (b) If the Plan Administrator wholly or partially denies a
Participant's or other claimant's claim for benefits, the Plan Administrator
shall within 90 days after the Plan's receipt of the claim give the claimant
written notice setting forth in understandable language: (i) the specific
reason(s) for the denial; (ii) specific reference to pertinent Plan provisions
on which the denial is based; (iii) a description of any additional material or
information which must be submitted to perfect the claim; and (iv) an
explanation of the Plan's review procedure, as set forth below.



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               (c) The Participant or other claimant shall have 60 days after
the day on which such written notice of denial is mailed to the Participant or
other claimant in which to apply to the Plan Administrator in writing for a
review of the denial of the claim. In connection with such review, the
Participant or other claimant (or representative) shall be afforded a reasonable
opportunity to review pertinent documents, and may submit issues and comments in
writing with the application for review.

               (d) The Plan Administrator shall issue its decision on review
within 60 days after the Plan's receipt of the written request for review,
unless special circumstances require an extension to not later than 120 days
after receipt of the written request for review. Written notice of such
extension shall be furnished to the Participant or other claimant prior to the
commencement of the extension. The decision shall (i) be in writing, (ii) be in
understandable language, (iii) set forth specific reasons for the decision, and
(iv) contain specific references to pertinent Plan provisions on which the
decision is based.

                                    ARTICLE V
         5.1 Funding. Benefits payable under this Plan will be funded under the
Trust Agreement between Consolidated Natural Gas Company and Mellon Bank, N.A.,
effective June 1, 1995, or any successor or other similar trust (the "Rabbi
Trust"). Notwithstanding this, benefits will be considered for tax purposes
unfunded and unsecured, and paid by the Company out of its general assets. The
rights of a Director or other claimant and anyone claiming through said Director
or other claimant shall therefore be those of an unsecured general creditor of
the Company. No trust or security interests are created by this document. Any
funding as outlined above may be discontinued by the Company at any time the
Company concludes that adverse tax or other consequences may result. 

                                   ARTICLE VI
         6.1 Non-Alienation of Benefits. No benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge; and any attempt to do so shall be void. No such
benefit shall, prior to receipt thereof by the Participant, be in any manner
liable for or subject to the debts, contracts, liabilities, engagements, or
torts of the Participant.

                                  ARTICLE VII
         7.1 Delegation of Administrative Duties. Administrative duties imposed
by this Plan may be delegated by the Plan Administrator.
         7.2 Governing Law. This Plan shall be governed by the laws of the State
of Delaware.
         7.3 Intent of Plan. It is intended that the Plan and any and all
transactions occurring thereunder be exempt from Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act") as a cash-only plan not involving an
equity security of the Company pursuant to Rule 16a-1(c)(3) of the regulations
promulgated under the Exchange Act and effective May 1, 1991. The Plan
Administrator shall interpret and administer the Plan in accordance with this
intent.

                                  ARTICLE VIII
         8.1 Amendment and Termination. While the Company intends to maintain
this Plan indefinitely, the Company reserves the right to amend and/or terminate
it at any time for whatever reasons it may deem appropriate.
         8.2 Contractual Obligation. Notwithstanding Section 8.1, the Company
hereby makes a contractual commitment to pay the benefits under this Plan. No
Plan amendment or termination shall reduce benefits which have accrued prior to
the date of the amendment.



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         8.3 No Employment or Nomination Rights. Nothing contained in this Plan
shall be construed as a contract of employment between the Company and any
Director, or as a right of any Director to be continued as a Director of the
Company, or to be nominated for reelection as a Director, or as a limitation of
the right of the Company or its shareholders to discharge any of its Directors
at any time with or without cause.
         8.4 Binding on Successors. The Plan shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and each Participant and
his or her heirs, executors, administrators and legal representatives.
         8.5 Change in Control. Upon a Change in Control, as defined in the
Rabbi Trust, the Company shall, as soon as possible, but in no event longer than
30 days following the Change in Control, make an irrevocable contribution to the
Rabbi Trust in an amount that is sufficient to fully fund the Plan, i.e.,
provide the Rabbi Trust with funds so that each Plan participant or beneficiary
will receive the benefits to which Plan participants or their beneficiaries
would otherwise be entitled pursuant to the terms of the Plan as of the date on
which the Change in Control occurred.



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