<PAGE>   1


                              EMPLOYMENT AGREEMENT


                                    BETWEEN


                        CONSOLIDATED NATURAL GAS COMPANY


                                      AND


                                     [NAME]


                                  DATED [DATE]


<PAGE>   2
                              TABLE OF CONTENTS
                              -----------------

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
  <S>                                                                               <C>
  1.    Operation and Term of Agreement; Certain Definitions.......................   2

  2.    Change of Control..........................................................   3

  3.    Employment Period..........................................................   4

  4.    Terms of Employment........................................................   4

        (a)     Position and Duties................................................   4

        (b)     Compensation.......................................................   5
                (i)     Base Salary................................................   5
                (ii)    Annual Bonus...............................................   5
                (iii)   Incentive, Savings and Retirement Plans....................   5
                (iv)    Split Dollar Life Insurance and Supplemental Death
                        Benefit Plans..............................................   6
                (v)     Welfare Benefit Plans......................................   6

        (c)     Additional Rights of the Executive and Obligations
                of the Company.....................................................   7
                (i)     Expenses...................................................   7
                (ii)    Fringe Benefits............................................   7
                (iii)   Office and Support Staff...................................   7
                (iv)    Vacation...................................................   7
                (v)     Indemnification............................................   7

  5.    Termination................................................................   8

        (a)     Death or Disability................................................   8

        (b)     Cause..............................................................   8

        (c)     Good Reason........................................................   8

        (d)     Notice of Termination..............................................   9

        (e)     Date of Termination...............................................   10

  6.    Obligations of the Company upon Termination...............................   10

        (a)     Termination Because of Death......................................   10

        (b)     Termination Because of Disability.................................   11

        (c)     Termination For Cause by the Company or For
                Other than Good Reason by the Executive...........................   11

        (d)     Termination For Good Reason by the Executive
</TABLE>
<PAGE>   3
<TABLE>
  <S>                                                                               <C>
                or For Other Than Cause or Disability by the Company
                or Other Than As a Result of Death................................   11

        (e)     Successor in Interest.............................................   12

  7.    Non-exclusivity of Rights.................................................   13

  8.    Full Settlement...........................................................   13

  9.    Certain Additional Payments by the Company................................   13

 10.    Confidential Information..................................................   16

 11.    Successors................................................................   16

 12.    Miscellaneous.............................................................   16
</TABLE>

                                    -ii-
<PAGE>   4
                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT by and between Consolidated Natural Gas Company, a Delaware
corporation (the "Company"), and [Name] (the "Executive"), dated as of [Date].

     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.

     NOW THEREFORE, the parties, for good and valuable consideration and
intending to be legally bound, agree as follows:
<PAGE>   5
     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 the Company is terminated prior to the date on which a
     Change of Control occurs, and it is reasonably demonstrated that such
     termination (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.

             (c)     "Formula Compensation" means the "base amount" as defined
     in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the
     "Code").

             (d)     A reference herein to a section of 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.

             (e)     "Present value," for purposes of this Agreement, shall be
     determined in accordance with Section 280G(d)(4) of the Code as of the date
     specified for such determination, applying a discount rate, compounded no
     less frequently than monthly, that is equivalent to the rate specified for
     such determination.

             (f)     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 

                                      -2-
<PAGE>   6
     Exchange Act or any rule or regulation enacted or promulgated as a
     successor thereto.

             (g)     Subsidiary(ies) means a company 50% or more of the voting
     securities of which are owned by the Company.

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

     2.      CHANGE OF CONTROL.  For the purpose of this Agreement, a "Change of
Control" shall be deemed to have occurred upon the happening of any of the
following:

             (a)     The acquisition (other than from the Company) by any
     person, entity or "group," within the meaning of Section 13(d)(3) or
     14(d)(2) of the Exchange Act (excluding, for this purpose, the Company or
     its Subsidiaries, or any Employee Benefit Plan which acquires beneficial
     ownership of voting securities of the Company), of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20% or more of either the then outstanding shares of common stock or the
     combined voting power of the Company's then outstanding voting securities
     entitled to vote generally in the election of directors; or

             (b)     Individuals who, as of the date hereof, constitute the
     Board (the "Incumbent Board") cease for any reason to constitute at least a
     majority of the Board, provided that any person who first becomes a
     director subsequent to the date hereof whose recommendation, election or
     nomination for election by the Company's stockholders was approved by a
     vote of at least a majority of the directors then comprising the Incumbent
     Board (other than an election or nomination of an individual whose initial
     assumption of office is in connection with an actual or threatened election
     contest relating to the election of the directors of the Company, as such
     terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act) shall be, for purposes of this Agreement, considered as
     though such person were a member of the Incumbent Board; or

             (c)     Approval by the stockholders of the Company of a
     reorganization, merger or consolidation, in each case, with respect to
     which all or substantially all of the individuals and entities who were the
     beneficial owners, respectively, of the outstanding Company voting
     securities immediately prior to such reorganization, merger or
     consolidation, do not, following such reorganization, merger or
     consolidation, beneficially own, directly or indirectly, more than 50% of
     the combined voting power of the then outstanding voting securities
     entitled to vote generally in the election of directors of the company
     resulting from such reorganization, merger or consolidation in
     substantially the same proportions as their ownership, immediately prior to
     such reorganization, merger or consolidation, of the outstanding Company
     voting securities; or

                                      -3-
<PAGE>   7
             (d)     Approval by stockholders of the Company of a complete
     liquidation or dissolution of the Company or a sale of all or substantially
     all the assets of the Company.

     3.      EMPLOYMENT PERIOD.  The Company hereby agrees to continue the
Executive in the Company's employ, and the Executive hereby agrees to remain in
the employ of the Company, for the period commencing on the Effective Date and
ending on the third anniversary of such date (the "Employment Period").

     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 Company 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 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 Company.
             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 Company to terminate the
             Executive's employment for Cause, as defined below.

                                      -4-
<PAGE>   8
             (b)     COMPENSATION.

                     (i)     BASE SALARY.  During the Employment Period, the
             Executive shall receive a base salary ("Base Salary") at a monthly
             rate at least equal to the highest monthly base salary paid or
             payable to the Executive by the Company during the 12-month period
             immediately preceding the month in which the Effective Date occurs.
             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 Company and its Subsidiaries.  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 Cash Incentive Bonus Plan, any successor
             to such plan or otherwise) in cash at least equal to the average
             annual bonus payable to the Executive from the Company and its
             Subsidiaries in respect of the two of the last three fiscal years
             immediately preceding the Effective Date in which the bonuses paid
             were higher.

                     (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 Company and its Subsidiaries
             (including, without limitation, the Company's Cash Incentive Bonus
             Deferral Plan and its 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 the Company 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 Company
             and its Subsidiaries.

             In the event of the termination of the Company's Thrift Plan, or
             modification of such Plan, having the effect of reducing the
             Company's 

                                     -5-
<PAGE>   9
             monthly contributions for the benefit of the Executive pursuant to
             such Plan, the Company shall, for the duration of the Employment
             Period, make monthly contributions to a deferred compensation
             account maintained on behalf of the Executive in amounts which when
             added to any contributions made by the Company for the benefit of
             the Executive under the Thrift Plan shall at least equal the
             greater of (A) the Company's average monthly contributions to the
             Executive's account under the Thrift Plan in respect to the fiscal
             year immediately preceding the Effective Date or (B) the 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 (Y) in the case
             of an account maintained under a qualified plan, in accordance with
             the terms of the plan, or (Z) in the case of any other such
             account, at the termination of the Executive's employment by the
             Company.

                     (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 Company and its
             Subsidiaries.

                     (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 Company and its Subsidiaries (including,
             without limitation, medical, prescription, dental, disability,
             salary continuance, 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 Company and its Subsidiaries.

             (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

                                      -6-
<PAGE>   10
             incurred by the Executive in accordance with the most favorable
             policies, practices and procedures of the Company and its
             Subsidiaries 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 Company and its Subsidiaries.

                     (ii)    FRINGE BENEFITS.  During the Employment Period, the
             Executive shall be entitled to fringe benefits, including but not
             limited to the use of an automobile and payment of related
             expenses, in accordance with the most favorable plans, practices,
             policies and programs of the Company and its Subsidiaries 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
             Company and its Subsidiaries.

                     (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 Company
             and its Subsidiaries 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 Company and its Subsidiaries.

                     (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
             Company and its Subsidiaries 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 Company and its
             Subsidiaries.

                     (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
             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
     Company determines in good faith that the Disability of the Executive has
     occurred (pursuant to the definition of "Disability" set forth below), it
     may give to 

                                      -7-
<PAGE>   11
     the Executive written notice of its intention to terminate the Executive's
     employment.  In such event, the Executive's employment with the 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 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 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 Company 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 the
     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
     Company or (iii) the conviction of the Executive of a felony.

             (c)     GOOD REASON.  Notwithstanding anything to the contrary
     contained herein, 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 Company.
     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 which results in
             a diminution in such position, authority, duties or
             responsibilities, excluding for this purpose an isolated,
             insubstantial and inadvertent action not taken in bad faith and
             which is remedied by the Company promptly after receipt of notice
             thereof given by the Executive;

                     (ii)    any failure by the Company 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 Company promptly after
             receipt of notice thereof given by the Executive;

                                      -8-
<PAGE>   12
                     (iii)   the Company's 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 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 by the Company of the corporate unit
             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 a Change of Control (other than a Change of Control
     resulting from stockholder approval of, or consummation of, a
     reorganization, merger or consolidation involving the Company with respect
     to which stockholders of the Company receive (or retain) solely voting
     common stock of the company resulting from the reorganization, merger or
     consolidation in exchange for their Company common stock) shall be deemed
     to be a termination for Good Reason for all purposes of this Agreement.

             (d)     NOTICE OF TERMINATION.  Any termination of the Executive's
     employment by the 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 Company other than for Cause or Disability
     or by reason of 

                                      -9-
<PAGE>   13
     death, the Date of Termination shall be the date on which the 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 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 Annual Bonus paid to the Executive for
     the last full fiscal year and a fraction, the numerator of which is the
     number of days in the current fiscal year through the Date of 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 Company and any accrued vacation pay not yet paid by
     the Company and (iv) all amounts payable to the estate or designated
     beneficiaries of the Executive under the Thrift Plan, the Split Dollar Life
     Insurance and Supplemental Death Benefit Plans and any other plans,
     practices, policies and programs of the 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
     Company and any of its Subsidiaries to surviving families of executives of
     the Company and such Subsidiaries 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 Company and
     its Subsidiaries 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 Company and its Subsidiaries
     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 

                                      -10-
<PAGE>   14
     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 Company and any of its Subsidiaries to disabled executives and/or
     their families in accordance with such plans, practices, policies and
     programs relating to disability, if any, of the Company and its
     Subsidiaries 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 Company and its Subsidiaries and their
     families.

             (c)     TERMINATION FOR CAUSE BY THE 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 COMPANY OR OTHER THAN AS A RESULT OF DEATH.
     If, during the Employment Period, the Executive's employment shall be
     terminated by the Company 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 Company 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:

                     (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
             accrued incentive compensation under the Company's Cash Incentive
             Bonus Plan through the Date of Termination at the same percentage
             rate (i.e., percentage of the Executive's previous year-end salary)
             applicable to the calendar year immediately prior to the Date of
             Termination, 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

                                      -11-
                                        
<PAGE>   15
                     (ii)    In the event any compensation has been previously
             deferred by the Executive, all amounts previously deferred
             (together with any accrued interest thereon) and not yet paid by
             the Company; and

                     (iii)   Transfer the Company's entire right, title and
             interest in and to split dollar life insurance and supplemental
             death benefit policies pertaining to the Executive maintained under
             the Company's Split Dollar Life Insurance and Supplemental Death
             Benefit Plans for employees on the executive payroll of the
             Company; and

                     (iv)    A lump sum severance payment in an amount the
             present value of which is equal to [Amount] times the Executive's
             Formula Compensation, as defined in Section 1(c) above.

             (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
     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.

     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 or other plans, practices, policies or programs provided by the
Company or any of its Subsidiaries 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 or any of its
Subsidiaries.  Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, practice, policy or program of the
Company or any of its Subsidiaries 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 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 may have against the
Executive or others.  In no event 

                                      -12-
<PAGE>   16
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 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, he
shall be entitled to seek both legal and equitable relief and remedies,
including, without limitation, specific performance of the Company's obligations
hereunder, in his sole discretion.

     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 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 Price Waterhouse (the
     "Accounting Firm") which shall provide detailed supporting calculations
     both to the Company and the Executive within 15 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 

                                      -13-
<PAGE>   17
     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 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 

                                      -14-
<PAGE>   18
     such contest and, at its sole option, may pursue or forgo any and all
     administrative appeals, proceedings, hearings and 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 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 Company all secret or confidential information,
knowledge or data relating to the Company or any of its Subsidiaries, and their
respective businesses, which shall have been obtained by the Executive during
the Executive's employment by the Company or any of its Subsidiaries 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 Company, 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 Company and
those designated by it.  In no event shall an asserted violation of the 

                                      -15-
<PAGE>   19
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 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:
             -----------------
             Consolidated Natural Gas Company
             CNG Tower
             Pittsburgh, PA  15222-3199

             Attention: Senior Vice President and General Counsel

                                      -16-
<PAGE>   20
     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, 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.

             (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 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
     benefit or other plan, program, policy or practice in which Executive is a
     participant or under which Executive is a beneficiary.

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

     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]

                                      -17-
<PAGE>   21
                                        Executive


                                        CONSOLIDATED NATURAL GAS COMPANY


                                        By:
                                           ----------------------------------
                                           G. A. Davidson, Jr.
                                           Chairman and CEO


Attest:



------------------------------
L. J. McKeown
Secretary

                                      -18-