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                                                                     EXHIBIT 10R

CONSOLIDATED
NATURAL GAS                                                                  CNG
COMPANY

CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199

GEORGE A. DAVIDSON, JR.
Chairman and CEO

                               December 22, 1998

Mr. Steven A. Minter
Executive Director and President
The Cleveland Foundation
1422 Euclid Avenue
Suite 1400
Cleveland, OH 44115

Dear Steve:

     As you know, I have informed you and the other members of the Board of
Directors of Consolidated Natural Gas Company ("CNG" or the "Company") of my
intention to retire from CNG on August 1, 2000 ("Retirement Date").
Consequently, the Board has initiated a search for a new CEO for CNG.

     Of course, the Board and I share a desire to make the leadership transition
process as smooth and successful as possible. To that end, you (as chair of the
Board's Human Resources Committee) and I have discussed a number of matters
regarding my responsibilities at CNG during this period, and my compensation and
benefits during the period of transition and thereafter. As I have advised you,
the terms of my continued employment by CNG through my Retirement Date are
important to me and my family for many reasons, including the vesting of my
pension and stock options. Likewise, it is important to CNG for me to remain
employed with CNG through my Retirement Date, and CNG wants to provide
inducements to me for my continued employment.

     The purpose of this letter is to set forth our mutual understanding as to
our agreement on all these matters.

     (1) I will retain my title and position of Chairman of the Board and CEO of
the Company until (a) my Retirement Date, (b) the Board selects my successor, or
(c) the Board eliminates my position, whichever first occurs. As Chairman of the
Board and CEO, I will continue to have responsibilities equivalent to those of
chairmen of boards and CEOs of other Fortune 500 companies, including oversight
of the Company's business, participation in top level

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Mr. Steven A. Minter
December 22, 1998
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strategy decisions and chairing meetings of the Company's Board. I will continue
to serve my current term as a member of the Board, and I will resign from the
Board as of my Retirement Date. If the Board selects my successor, relieves me
of my duties as Chairman, or eliminates my position prior to my Retirement Date,
until my Retirement Date, I will continue to be treated as a senior executive
officer, occupy the same or equivalent office space and be provided with the
current level of secretarial and administrative assistance, including but not
limited to support and assistance in my position as Chairman of the Convergence
Study of the Consumer Energy Council of America.

     (2) Until my Retirement Date, I will continue to be compensated at a base
compensation of no less than Seven Hundred Thousand Dollars ($700,000) per year,
and commencing in 1999, I will receive a minimum annual increase of five (5%)
per cent of my base compensation or the same average percentage increase in base
compensation as received by the other senior executive officers, whichever is
greater. Also, I will continue to be provided with the company car,
reimbursement for dues and membership fees at Allegheny Country Club and the
Duquesne Club, and I will receive all the benefits and incentive programs
provided and/or offered to the other senior executive officers by the Company
including, vacation, group health and disability insurance programs,
reimbursement for financial counseling services, executive physical
examinations, any early retirement incentive programs, etc. In addition, I will
continue to receive incentive compensation under CNG's short-term incentive plan
at a minimum of "target" (sixty(60%)per cent of base compensation). My vested
options under the current long term incentive plan will be exercisable for ten
years from the date of the grant. The holding period requirement for restricted
stock under the current long term incentive plan will be removed for my stock on
my Retirement Date. Until my Retirement Date, I will participate in any new
incentive plans on a pro rata basis based upon the number of quarters between
the effective date of the plan and my Retirement Date and the total number of
quarters during the term of the plan(s). I will receive vesting of performance
shares and stock options provided under any new incentive plans on a pro rata
basis based upon the number of quarters between the effective date of the plan
and my Retirement Date and the total number of quarters during the term of the
plans. For purposes of calculating the number of quarters, any portion of a
quarter included within such period will be deemed to be a full quarter.

     (3) In the event of my death prior to my Retirement Date, the Company shall
be obligated to pay my estate or designated beneficiary the compensation and
benefits to which I am entitled until my Retirement Date, including, but not
limited to, the compensation and benefits provided in this agreement, and to
provide any applicable family health insurance and all other benefits normally
provided to survivors of senior executives of the Company until my Retirement
Date, and to provide all other applicable benefits under any life insurance
policies provided by the Company and all benefits payable pursuant to any
retirement plans.


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Mr. Steven A. Minter
December 22, 1998
Page 3


     (4) In the event that I become permanently disabled, mentally or
physically, as determined by a physician selected by the Company, my employment
with the Company will continue until my Retirement Date, and the Company shall
be obligated to provide the compensation and benefits to which I am entitled, to
provide any applicable family health insurance and all other benefits normally
provided to families of senior executives until my Retirement Date, including,
but not limited to, the compensation and benefits provided in this agreement.

     (5) After my Retirement Date or upon my resignation pursuant to paragraph
(8) of this agreement, CNG will provide me an executive office in its
headquarters office building, or comparable office space at or near 625 Liberty
Avenue, Pittsburgh, Pennsylvania, together with routine clerical assistance,
telephone and fax service, and financial counseling equivalent to the current
financial counseling provided, free of cost for my lifetime. CNG will also
provide me a parking space at CNG Tower or a similar location near CNG Tower,
free of cost for my lifetime. CNG will also reimburse me for all reasonable and
necessary expenses incurred on behalf of CNG, and all reasonable and necessary
expenses incurred in furtherance of my duties and participation with the
Consumer Energy Council of America and the American Gas Association.

     (6) After my Retirement Date or upon my resignation pursuant to paragraph
(8) of this agreement, at my option, CNG will sell to me the Buick Park Avenue
which the Company has leased for me. In the event that I elect to purchase this
car, the purchase price will be the fair market value of the car at the time of
the transfer as determined by the wholesale value of the car as listed in the
Blue Book.

     (7) Except as permitted by the Board or as required by law, after
retirement I will not disclose any confidential knowledge or information of the
Company or any of its subsidiaries, unless such knowledge or information becomes
generally known in the industry through no fault of my own.

     (8) If prior to my Retirement Date, I am relieved of my duties as Chairman
or if my position as Chairman is eliminated or if my responsibilities and/or
treatment as a senior executive officer as described in paragraph (1) of this
agreement are reduced for any reason other than my death or disability, I may
elect to resign prior to August 1, 2000, and after my resignation the Company
will pay me all of the compensation and benefits to which I am entitled as if my
employment had continued until August 1, 2000, including, but not limited to,
the compensation and benefits provided in this agreement, including all
post-retirement benefits, and commencing on the first day of the month following
the date of such termination, the Company will pay to me the difference between
what my monthly benefit would have been under the System Pension Plan of
Consolidated Natural Gas Company and Its Participating Subsidiaries For
Employees Who Are Not Represented By A Recognized Union ("System Pension Plan")
and the Unfunded Supplemental Benefit Plan For Employees of Consolidated Natural
Gas Company
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Mr. Steven A. Minter
December 22, 1998
Page 4


and Its Participating Subsidiaries For Employees Who Are Not Represented By A
Recognized Union (collectively the "Plans") had my employment continued through
July 31, 2000 and my actual benefit under said Plans at the time of the
termination of my employment with the Company (the "Early Termination
Differential"). For purpose of calculating the Early Termination Differential,
in determining my benefit under said Plans as if my employment had continued
through July 31, 2000, my base annual salary will be the greater amount between
my actual base annual salary on the day of the termination of my employment or
my current base annual salary plus five (5%) per cent increases on March 1, 1999
and March 1, 2000 ($771,750). The form of Early Termination Differential payable
by the Company to me will be identical to the form of benefit elected by me
under the System Pension Plan as of my actual termination date. The Early
Termination Differential will be paid to me during my lifetime and, if I elected
a joint and survivor annuity under the System Pension Plan, the Early
Termination Differential, appropriately reduced if necessary under the System
Pension Plan based upon said election, will continue to be paid to my surviving
spouse for her lifetime.

     (9) This agreement is intended to expand upon my compensation and benefits,
and nothing in this agreement is intended to, or shall be interpreted to, reduce
any compensation or benefit to which I or my family members, legal
representatives or heirs are or will become entitled, or affect the terms and
conditions of any benefit, pension or incentive plan, including, but not limited
to, the Agreement dated December 12, 1995 between me and CNG, which will remain
in full force and effect until it expires by its own terms, or unless with my
consent said agreement is amended or superseded by another agreement. Moreover,
if, prior to my Retirement Date, the Company offers or provides enhancements to
such agreements and/or plans, and/or additional agreements or benefits plans,
then I will be entitled to and/or may elect to include such enhancements in
those agreements and/or plans and/or elect to participate in and receive the
benefits of any new agreements or benefit plans.

     (10) CNG agrees to reimburse all legal fees, accounting fees and tax
advisor fees and expenses which I incur in connection with the negotiation and
preparation of this agreement, up to a maximum of $10,000. Also, the Company
will reimburse me for any excise taxes on severance benefits that are considered
excess parachute payments under the Internal Revenue Code of 1986, as amended.

     (11) This agreement shall be binding on CNG and its successors and assigns
and shall inure to the benefit of me, my heirs, personal representatives,
successors and assigns.

     (12) This agreement is made and entered into in the Commonwealth of
Pennsylvania, and shall in all respects be interpreted, enforced and governed
under the laws of said Commonwealth.

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Mr. Steven A. Minter
December 22, 1998
Page 5


     If the foregoing correctly states our understanding and agreement, please
so indicate by signing both copies of this letter in the space indicated,
thereby evidencing CNG's intent to be legally bound by this agreement, and
return one copy to me.

                                        Very truly yours,


                                        /s/ George A. Davidson, Jr.
                                        -------------------------------------
                                        George A. Davidson, Jr.






Accepted and agreed to,
this 23rd day of December, 1998.

Consolidated Natural Gas Company


By: /s/ Steven A. Minter
   ---------------------------
   Steven A. Minter
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CONSOLIDATED
NATURAL GAS                                                                  CNG
COMPANY

CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199

GEORGE A. DAVIDSON, JR.
Chairman and CEO


                                January 8, 1999


Mr. Steven A. Minter
Executive Director and President
The Cleveland Foundation
1422 Euclid Avenue
Suite 1400
Cleveland, OH 44115

Dear Steve:

                  Re: Letter Agreement dated December 22, 1998
                      ----------------------------------------

     You have requested that I confirm our understanding with respect to three
aspects of the December 22, 1998, letter agreement between us.

     First, the third sentence of numbered paragraph (2) of that agreement
provides that until my Retirement Date, I will continue to receive short-term
incentive compensation at a minimum of the target rate of sixty percent of base
compensation. This will confirm our intention that such incentive compensation
would be payable only if the payment of short-term incentive compensation to CNG
executives generally is triggered under, and pursuant to, the company's
short-term incentive plan.

     Secondly, we agree that the office space, parking space, clerical support
and financial counseling referred to in numbered paragraph (5) of that agreement
is to be provided to me at my request only. Likewise, it is our intention that
to the extent that I request any of these benefits, they will be provided at no
cost to me, including any income taxes which may be payable by me as a result of
my receipt of the benefits. Accordingly, CNG will reimburse me for all income
taxes, if any, which I may be required to pay as a result of receiving these
benefits, including the reimbursement for payment of any income taxes on the
benefits pursuant to this provision.

     Thirdly, with respect to the provisions of numbered paragraph (10) of that
agreement, it is our intent that I will cooperate with CNG to avoid causing any

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January 8, 1999
Page 2


severance benefits under that agreement to become excess parachute payments
under the Internal Revenue Code of 1986, as amended.

     These interpretations of provisions of our December 22, 1998, agreement
confirm our intention with regard thereto in all respects, the December 22, 1998
agreement remains in full force and effect. Please indicate your concurrence by
signing both copies of this letter in the space provided.


                                        Very truly yours,



                                        /s/ George A. Davidson, Jr.
                                        -----------------------------------
                                        George A. Davidson, Jr.



Accepted and agreed to
this 12th day of January, 1999


/s/ Steven A. Minter
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Steven A. Minter