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                                                                  EXHIBIT 10J






                        CONSOLIDATED NATURAL GAS COMPANY

                        EXECUTIVE INCENTIVE DEFERRAL PLAN

                               EFFECTIVE 12/13/94

                      (AMENDED EFFECTIVE FEBRUARY 18, 1997)

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                        CONSOLIDATED NATURAL GAS COMPANY

                        EXECUTIVE INCENTIVE DEFERRAL PLAN

                                TABLE OF CONTENTS

Section                                                          Page
-------                                                          ----
1.       Purpose                                                    3
2.       Definitions                                                3
3.       Eligibility                                                3
4.       Deferral of Awards                                         4
5.       Payment of Deferred Amounts                                6
6.       Administration                                             8
7.       General Provisions                                         9



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                        CONSOLIDATED-NATURAL GAS COMPANY
                        EXECUTIVE INCENTIVE DEFERRAL PLAN

1.       Purpose

The purpose of the Consolidated Natural Gas Company Executive Incentive Deferral
Plan (the "Plan") is to offer each employee of the Company who is eligible to
participate in the Consolidated Natural Gas Company Annual Executive Incentive
Program (the "Program") the opportunity to defer receipt of awards that may be
made under the Program until after termination of employment and to earn
appropriate additional compensation during employment and thereafter with
respect to such deferred awards. THE PROGRAM SHALL ALSO INCLUDE ANY PAYMENT
WHICH IS REQUIRED TO BE DEFERRED BY THE TERMS OF SUCH PAYMENT UNDER THIS PLAN,
OR ANY PAYMENT, THE TERMS OF WHICH PROVIDE THAT THE PARTICIPANT, AT HIS OR HER
ELECTION, MAY DEFER UNDER THE PLAN.

2.       Definitions
         Whenever used in the Plan, the following terms shall have the meaning
set forth below:

         (a)      "Closing Price" means the closing price per share of the
                  Company's Common Stock on the composite tape of New York Stock
                  Exchange securities transactions as reported in The Wall
                  Street Journal, for the day at issue or the nearest previous
                  trading day if no trade is reported for the day at issue.

         (b)      "Company" means Consolidated Natural Gas Company.

         (c)      "Committee,' means the Compensation and Benefits Committee of
                  the Board of Directors of the Company.

         (d)      "Common Stock" means the Common Stock ($2.75 par value) of the
                  Company.

         (e)      "Insider" means those employees of the Company who have been
                  determined by the Board of Directors of the Company to be an
                  "officer" of the Company within the meaning of Rule 16a-l(f)
                  for purposes of Section 16 of the Securities and Exchange Act
                  of 1934.

         (f)      "Stock Credit" means a credit that is equivalent to one share
                  of Company Common Stock.

         (g)      "Plan Year" means the calendar year.

3.       Eligibility

         All employees of the Company who are eligible to participate in the
         Program are eligible to participate in the Plan.




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4.       Deferral of Awards

         (a)      Each eligible employee may elect to participate in the Plan
                  (the "Participant") and have all or a specified percentage of
                  the cash portion or the stock portion of the award that may be
                  made to such Participant under the Program for services in a
                  subsequent calendar year deferred under the Plan and paid in
                  cash as hereafter provided. FOR PURPOSES OF THIS PLAN, "AWARD"
                  SHALL ALSO INCLUDE ANY OTHER COMPENSATION, INCLUDING BASE PAY,
                  RECEIVED BY A PARTICIPANT.

         (b)      An election to defer an award shall be made in writing on a
                  form supplied by the Company and shall be filed with the
                  Company by January 31 of the calendar year in which services
                  will be performed for such award (a "Service Year"). The
                  Participant must also elect the portion of his or her award he
                  or she wishes to receive in stock, by such date. However, any
                  person who is hired or promoted into the class of employees
                  eligible to participate in the Program, on or after February 1
                  of any Service Year, may elect to defer any award that may be
                  made for such Service Year by filing an election to that
                  effect within 30 days after his or her date of hire or
                  promotion. An election to defer an award for any Service Year
                  shall become effective and irrevocable on January 31 of such
                  Service Year (or, in a case of a newly hired or promoted
                  employee, upon expiration of 30 days after his or her date of
                  hire or promotion), and shall also apply to awards for each
                  subsequent Service Year through and including any Service Year
                  in which the participant files either a written revocation of
                  such election or a new deferral election in accordance with
                  the provisions of this Section 4. Any such written revocation
                  or new deferral election shall apply only to awards for
                  Service Years subsequent to the Service Year in which such
                  revocation or new deferral election is filed with the Company,
                  and shall become effective and irrevocable on January 31 of
                  the first such subsequent Service Year.

         (c)      Any provision of Section 4(b) above to the contrary
                  notwithstanding, no deferral election shall apply to an award
                  for any Service Year in which occurs a "Change in Control" of
                  the Company or to an award for any subsequent Service Year.
                  For purposes of this Plan, a "Change in Control" of the
                  Company means a change in control of a nature that would be
                  required to be reported in response to Item 1(a) of Schedule
                  14A of Regulation 14A promulgated under the Securities
                  Exchange Act of 1934 as in effect on the effective date of
                  this Plan; provided that, without limitation, such a Change in
                  Control shall be deemed to have occurred if and when any
                  "Person" (as such term is used in Sections 13(d) and 14(d)
                  (2) of the Securities Exchange Act of 1934) is or becomes a
                  beneficial owner, directly or indirectly, of securities of the
                  Company representing twenty percent (20%) or more of the
                  combined voting power of the Company's then outstanding
                  securities or (ii) during any period of 24 consecutive months
                  commencing before or after the effective date of this Plan,
                  individuals who at the beginning of such 24-month period were
                  directors of the Company cease for any reason (other than
                  death, disability, or retirement in accordance with the
                  Company's policy relating to retirement of 


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                  directors in effect on the date of this Plan) to constitute at
                  least a majority of the Board of Directors of the Company.

         (d)      An award (or percentage thereof) deferred in accordance with
                  the provision above of this Section 4 shall be credited on the
                  books of the Company, on the same date on which it would
                  otherwise have been paid, to a cash credit account or a stock
                  credit account (defending upon the portion of the award
                  deferred) and held in the name of the Participant.
                  Participants in the Plan shall have the rights of unsecured
                  general creditors of the Company with respect to amounts
                  payable under the Plan. The Company may provide for payment of
                  amounts payable under the Plan out of the Company's general
                  assets. Alternatively, the Company may provide, in whole or in
                  part, for payments of amounts payable under the Plan from the
                  assets of a trust established for such purpose, and to the
                  extent of such funding, payment of amounts due under the Plan
                  shall be made from such trust and shall pro tanto discharge
                  the Company's liability for payment under the Plan. However,
                  no such trust shall place assets beyond the reach of the
                  creditors, in the event of insolvency or bankruptcy, of the
                  participating company on whose account assets are held under
                  such trust.

         (e)      Amounts equivalent to interest ("Interest Equivalents") shall
                  accrue quarterly on deferred cash awards previously credited
                  to a Participant's cash credit account in accordance with
                  Section 4(d) above and on Interest Equivalents previously
                  credited to a Participant's account in accordance with this
                  Section 4(e). Such Interest Equivalents shall be equal to the
                  product of

                  (i)      the rate of interest quoted and published by the
                           Chase Manhattan Bank, N. A. for prime commercial
                           loans on the last business day of the calendar
                           quarter, and

                  (ii)     the Participant's average daily cash credit account
                           balance during such calendar quarter.

                  Interest Equivalents computed in accordance with the preceding
                  sentence for any calendar quarter shall be added to the
                  Participant's cash credit account balance as of the first day
                  of the next succeeding calendar quarter. However, any
                  provision above of this Section 4(e) to the contrary
                  notwithstanding, Interest Equivalents for the calendar quarter
                  in which falls the date on which a Participant's cash credit
                  account balance (or portion thereof remaining unpaid) is
                  payable in full (the "Final Payment Date" in the "Final
                  Calendar Quarter") shall be paid to, rather than credited to
                  the account of, the Participant and shall be equal to the
                  product of

                  (A)      The rate of interest quoted and published by the
                           Chase Manhattan Bank, N. A. for prime commercial
                           loans on the last business day of the calendar
                           quarter immediately preceding the Final Calendar
                           Quarter which coincides with the Final Payment Date



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                  (B)      The Participant's average daily cash credit account
                           balance during the entire Final Calendar Quarter
                           (with such balance for each day following the Final
                           Payment Date being deemed to be zero, and such
                           balances included in the calculation of the average
                           daily account balance).

         (f)      If the deferral is wholly or partly the stock portion of
                  Participant's award, the Participant's Stock Credit account
                  shall be credited with Common Stock equivalents equal to the
                  number of shares of Common Stock (including fractions of a
                  share to the nearest ten thousandth) that Participant would
                  have received had he not elected to defer the stock portion of
                  his award. As of the date any dividend is paid to holders of
                  Common Stock, the Participant's Stock Credit account shall
                  also be credited with additional Common Stock equivalents
                  equal to the number of shares of Common Stock (including
                  fractions of a share to the nearest ten thousandth) 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 ("Dividend Equivalents"). In case of
                  dividends paid in property, the dividend shall be deemed to be
                  the fair market value of the property at the date of
                  distribution of the dividend, as determined by the Committee.
                  The amount of Stock Credits credited to each Participant's
                  Stock Credit account shall be appropriately adjusted upon the
                  occurrence of any stock split or reverse stock split. [In the
                  event of any other extraordinary transaction affecting the
                  Company's Common Stock after which Stock will no longer be
                  registered under Section 12 of the Securities Exchange Act of
                  1934, Stock Credits credited to each Participant's Stock
                  Credit account shall be converted into cash equivalents of
                  equal value at the date of such transaction, with Interest
                  Equivalents credited thereafter in the manner provided in
                  Section 4(e).

         (g)      A Participant who is not an Insider Participant who has
                  previously elected to defer any stock portion of an award may,
                  at any one time prior to his termination of employment but
                  only once, elect to transfer, the balance of his Stock Credit
                  account to his cash credit account. The date on which such
                  transfer shall occur shall be the date on which the Employee
                  Benefits Department of the Company receives Participant's
                  election to convert his Stock Credit account to his cash
                  credit account. Upon effectiveness of such transfer, an amount
                  shall be credited to the Participant's cash credit account
                  equal to the number of Stock Credits then credited to the
                  Participant's Stock Credit account multiplied by the Closing
                  Price of Common Stock on the business day immediately
                  preceding the date of transfer, and the balance of the
                  Participant's Stock Credit account shall be reduced to zero.

         (h)      A Participant's interest under the Plan shall be deemed to be
                  fully vested at all times and nonforfeitable.

5.       Payment of Deferred Amounts

         (a)      Subject to the provisions below of this Section 5, the
                  Participant may elect to have the amounts deferred in the
                  Participant I s cash credit [and] (and/or] Stock Credit
                  accounts 



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                  paid in from one to ten annual installments commencing either
                  on the date on which he or she shall cease to be an employee
                  of the Company, or as soon as practicable after the January 1
                  next following such date, and with installments continuing to
                  be payable as soon as practicable after the first day of
                  January of each year thereafter. The election authorized by
                  this Section 5(a) is a one time irrevocable election which
                  must be made at the same time the Participant initially elects
                  to participate in the Plan pursuant to Section 4 hereof and
                  shall apply to all future deferrals made hereunder; provided,
                  however, that, any provision of this Section 5(a) to the
                  contrary notwithstanding, (i) if a Participant should fail for
                  any reason to make an election under the foregoing provisions
                  of this Section 5 (a), all amounts deferred shall be paid in
                  one installment on or as soon as practicable after January 1
                  following the date on which he or she shall cease to be an
                  employee of the Company, unless clause (ii) below applies, in
                  which case payment shall be made in accordance therewith; and
                  (ii) if a Participant's employment with the Company terminates
                  for any reason other than death, retirement, or disability,
                  the amount deferred shall be paid in one installment on a date
                  selected by the Company within six months after such
                  termination of employment. For this purpose, "retirement"
                  shall mean termination of employment in accordance with the
                  retirement regulations of the Company as set forth at the end
                  of the System Pension Plan of Consolidated Natural Gas Company
                  and Its Participating Subsidiaries for Employees Who Are Not
                  Represented By a Recognized Union and "disability" shall mean
                  termination of employment at any age with entitlement to
                  benefits under the Company's long-term disability insurance
                  program and/or a disability pension under the Company's
                  retirement program. For purposes of this Section 5 (a), a
                  Participant shall elect only one payment schedule which shall
                  apply to both his cash credit account and his Stock Credit
                  account.

         (b)      Distribution of a Participant's Stock Credit account balance
                  shall be made in cash with the amount of the distribution
                  determined by multiplying the number of Stock Credits
                  attributable to the installment 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;
                  provided, however, that, if a distribution date elected by a
                  Participant pursuant to Section 5 (a) is not to be as soon as
                  practicable after January 1 of a given year, the Closing Price
                  to be used shall be the Closing Price of Common Stock on the
                  last business day immediately prior to the date of
                  Participant's termination of employment.

         (c)      The amount of each annual installment to a Participant shall
                  be determined by dividing the balance remaining in the
                  Participant's account by the number of installments remaining
                  to be paid.

         (d)      If, during the lifetime of a Participant, he or she incurs a
                  severe financial hardship as a result of an unanticipated
                  emergency, the Company may, in its sole discretion, accelerate
                  payment of all or any part of the Participant's account
                  balance under the Plan, except that an Insider Participant's
                  Stock Account may not be accelerated under this subsection
                  (d); provided that such accelerated payment shall be limited
                  to the amount necessary to relieve the financial hardship. In
                  the event of the death of a Participant either while serving
                  AS an employee of the Company or thereafter, the amount
                  deferred shall 



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                  commence or continue to be paid after the death of the
                  Participant at the time or times and in the installments
                  provided in Section 5(a) above, but the Company shall have
                  power to accelerate the payment of any installment or
                  installments because of hardship or other circumstances
                  determined by the Company in its discretion to warrant such
                  acceleration.

         (e)      Any provision above of this Section 5 to the contrary
                  notwithstanding, each Participant's account balance, except an
                  Insider Participant's Stock Account balance, shall be paid in
                  full upon the occurrence of a "Change in Control" as defined
                  in Section 4(c) above unless, prior to such "Change in
                  Control," the Board of Directors of the Company shall have
                  adopted a resolution to the effect that payment should not be
                  made at such time.

         (F)      ANY PAYOUT ELECTION MADE PURSUANT TO THIS SECTION 5, UNLESS
                  MADE IRREVOCABLE PURSUANT TO ITS TERMS, MAY BE CHANGED BY
                  WRITTEN NOTICE TO THE COMMITTEE, TOGETHER WITH A NEW ELECTION
                  FORM, IF APPLICABLE. ANY SUCH NOTICE (AND NEW ELECTION FORM)
                  WILL NOT BE EFFECTIVE UNLESS APPROVED BY THE COMMITTEE. THE
                  COMMITTEE WILL NOT APPROVE ANY SUCH NOTICE (AND NEW ELECTION
                  FORM) IF IT IS MADE LESS THAN SIX (6) MONTHS PRIOR TO
                  TERMINATION OF EMPLOYMENT OR IS MADE IN THE SAME CALENDAR YEAR
                  AS TERMINATION OF EMPLOYMENT. THE COMMITTEE SHALL HAVE SOLE
                  DISCRETION TO APPROVE OR DISAPPROVE SUCH REQUESTS FOR
                  CHANGE(S) IN PAYOUT ELECTIONS.

6.       Administration

         (a)      The Plan shall be administered, interpreted and construed by
                  the Committee as such Committee is from time to time
                  constituted. The Committee shall have authority, subject to
                  and consistent with the provisions of the Plan, to prescribe
                  the form of any agreement, instrument, form, or other
                  communication relating to the Plan, to adopt, amend, suspend,
                  waive, and rescind rules and regulations and appoint such
                  agents as the Committee may deem necessary or advisable to
                  administer the Plan, to construe and interpret the Plan, the
                  rules and regulations or any agreement or instrument entered
                  into under the Plan, and to make all other decisions and
                  determinations as may be required under the terms of the Plan
                  or as the Committee may deem necessary or advisable for the
                  administration of the Plan. Decisions of the Committee under
                  the Plan shall be final, conclusive and binding on the
                  Company, all employees, Participants and beneficiaries and
                  anyone claiming under or through any of them. Any instrument
                  or communication under the Plan to a Participant, employee or
                  beneficiary shall be deemed to have been properly delivered if
                  and when delivered in person or deposited in a Post Office Box
                  regularly maintained by the U.S. Government in an envelope
                  properly stamped and addressed to such Participant, employee
                  or beneficiary at his or her address as it appears on the
                  books of the Company. Any instrument or communication under
                  the Plan to the Company shall be deemed to have been properly
                  delivered if and when received by the Employee Benefits
                  Department of the Company.

         (b)      For purposes of the Employee Retirement Income Security Act of
                  1974, the Plan is intended to be an unfunded deferred
                  compensation plan for a select executive group of 



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                  employees. The Plan shall be administered, interpreted and
                  construed to carry out such intention, and any provision of
                  the Plan that cannot be so administered, interpreted and
                  construed shall, to that extent, be disregarded.

         (c)      Any costs incidental to the administration of the Plan shall
                  be borne by the Company.

7.       General Provisions

         (a)      The Board of Directors of the Company may modify or amend the
                  Plan, in whole or in part, from time to time, or terminate the
                  Plan at any time, without the consent of any Participant or
                  beneficiary of any Participant; provided, however, that no
                  such modification, amendment or termination shall permit the
                  acceleration of payment of any installment of deferred amounts
                  except as provided in Section 5(d) or 5(e) above and that any
                  modification, amendment or termination shall be of general
                  application to all Participants and beneficiaries and shall
                  not, without the consent of any affected Participant or, in
                  the event of his or her death any affected, beneficiary of a
                  Participant, affect adversely (i) any amount theretofore
                  deferred or credited to the Participant's account or (ii) the
                  right of the Participant to receive all amounts theretofore
                  credited to the Participant's account, including Interest
                  Equivalents or Dividend Equivalents computed to the date of
                  such modification, amendment or termination, at the time or
                  times provided by the Plan prior to such modification,
                  amendment or termination. The Plan shall remain in effect
                  until terminated pursuant to this Section 8(a).

         (b)      No rights under the Plan may be pledged, hypothecated,
                  encumbered, transferred or assigned, except that Participant
                  may designate, in writing on a form approved by the Company, a
                  beneficiary or beneficiaries to receive any unpaid amounts
                  under the Plan after the death of the Participant. The Company
                  may at any time and from time to time limit the number of
                  categories of persons or entities who or which may be
                  designated as beneficiaries by a Participant. In the absence
                  of a beneficiary designation or in the event that the
                  designated person or entity shall not be in existence at the
                  time a payment under the Plan comes due, the beneficiary of
                  the Participant shall be the legal representative of the
                  Participant's estate.

         (c)      The Plan shall be binding upon and inure to the benefit of the
                  Company and its successors and assigns, including any
                  corporation which may succeed to all or substantially all of
                  its assets whether by merger, sale of assets or otherwise, and
                  the Participants, their heirs and legal representatives.

         (d)      Neither the adoption of the Plan nor any aspect of its
                  operation or administration, including any document delivered
                  pursuant to or describing the Plan, shall limit or restrict in
                  any way the right of the Company to terminate the employment
                  of any employee at any time with or without cause or assigning
                  a reason therefor, or shall be construed to impose upon the
                  Company any liability not expressly and specifically assumed
                  by the Company under the Plan. Each employee of the Company
                  shall remain subject to discharge to the same extent as if the
                  Plan had never been adopted. 



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                  No Participant or employee shall have any claim to be granted
                  an award under the Program based upon participation in the
                  Plan. No Participant or beneficiary shall have any of the
                  rights or privileges of a stockholder of the Company as a
                  result of any deferral under the Plan in the form of Stock
                  Credits or otherwise based upon rights conferred under the
                  Plan.

         (e)      By electing to participate in the Plan, each Participant and
                  each person claiming under or through any Participant, shall
                  be conclusively deemed to have indicated his acceptance and
                  ratification of, and consent to, any action or decision taken
                  or made or to be taken or made under the Plan by the Company
                  and the Committee.

         (f)      The place of administration of the Plan shall be conclusively
                  deemed to be within the State of Pennsylvania, and the
                  validity, construction, interpretation and administration of
                  the Plan, and of any determinations or decisions made
                  thereunder, and the rights of any and all persons having or
                  claiming to have any interest therein or thereunder, shall be
                  governed by, and determined exclusively and solely in
                  accordance with, the internal laws of the State of
                  Pennsylvania.

         (g)      The Company may withhold any taxes that it determines are
                  required to be withheld in respect of amounts payable under
                  the Plan under the laws of regulations of any governmental
                  authority, whether Federal, state or local and whether
                  domestic or foreign. Such withholding may be made, at the
                  election of the Company, from amounts payable under the Plan
                  and/or from any other amounts payable to the Participant by
                  the Company.

         (h)      The Plan shall become effective when duly adopted by the Board
                  of Directors of the Company.

         (i)      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 16a1(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.



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