<PAGE>

                                                                     EXHIBIT 4.4



                              GUARANTEE AGREEMENT

                         DATED AS OF __________, ____


                                BY AND BETWEEN


                       CONSOLIDATED NATURAL GAS COMPANY,
                                 AS GUARANTOR


                                      AND


                 BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                  AS TRUSTEE
<PAGE>

                            CROSS REFERENCE TABLE*

SECTION OF TRUST                          SECTION OF
INDENTURE ACT OF                          GUARANTEE
1939, AS AMENDED                          AGREEMENT
----------------                          ------------
310(a)..................................   4.1(a)
310(b)..................................   2.8; 4.1(c)
310(c)..................................   Inapplicable
311(a)..................................   2.2(b)
311(b)..................................   2.2(b)
311(c)..................................   Inapplicable
312(a)..................................   2.2(a); 2.9
312(b)..................................   2.2(b); 2.9
312(c)..................................   2.9
313(a)..................................   2.3
313(b)..................................   2.3
313(c)..................................   2.3
313(d)..................................   2.3
314(a)..................................   2.4
314(b)..................................   Inapplicable
314(c)..................................   2.5
314(d)..................................   Inapplicable
314(e)..................................   2.5
314(f)..................................   Inapplicable
315(a)..................................   3.1(d); 3.2(a)
315(b)..................................   2.7(a)
315(c)..................................   3.1(c)
315(d)..................................   3.1(d)
316(a)..................................   2.6; 5.4(a)
316(b)..................................   5.3
316(c)..................................   Inapplicable
317(a)..................................   2.10
317(b)..................................   Inapplicable
318(a)..................................   2.1(b)

--------
*     THIS CROSS-REFERENCE TABLE DOES NOT CONSTITUTE PART OF THE AGREEMENT AND
SHALL NOT HAVE ANY BEARING UPON THE INTERPRETATION OF ANY OF ITS TERMS OR
PROVISIONS.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                             PAGE
<S>                                                                                                          <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS....................................................................   1
      SECTION 1.1  Interpretation and Definitions...........................................................   1

ARTICLE 2 TRUST INDENTURE ACT...............................................................................   6
      SECTION 2.1  Trust Indenture Act; Application.........................................................   6
      SECTION 2.2  Lists of Holders of Securities...........................................................   6
      SECTION 2.3  Reports by Guarantee Trustee.............................................................   6
      SECTION 2.4  Periodic Reports to Guarantee Trustee....................................................   7
      SECTION 2.5  Evidence of Compliance with Conditions Precedent.........................................   7
      SECTION 2.6  Guarantee Event of Default; Waiver.......................................................   7
      SECTION 2.7  Guarantee Event of Default; Notice.......................................................   7
      SECTION 2.8  Conflicting Interests....................................................................   7
      SECTION 2.9  Disclosure of Information................................................................   8
      SECTION 2.10  Guarantee Trustee May File Proofs of Claim..............................................   8

ARTICLE 3 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE....................................................   8
      SECTION 3.1  Powers and Duties of Guarantee Trustee...................................................   8
      SECTION 3.2  Certain Rights of Guarantee Trustee......................................................  10
      SECTION 3.3  Not Responsible for Recitals or Issuance of Guarantee....................................  12

ARTICLE 4 GUARANTEE TRUSTEE.................................................................................  12
      SECTION 4.1  Guarantee Trustee; Eligibility...........................................................  12
      SECTION 4.2  Appointment, Removal and Resignation of Guarantee Trustee                                  12

ARTICLE 5 GUARANTEE.........................................................................................  13
      SECTION 5.1  Guarantee................................................................................  13
      SECTION 5.2  Waiver of Notice and Demand..............................................................  14
      SECTION 5.3  Obligations Not Affected.................................................................  14
      SECTION 5.4  Rights of Holders........................................................................  15
      SECTION 5.5  Guarantee of Payment.....................................................................  16
      SECTION 5.6  Subrogation..............................................................................  16
      SECTION 5.7  Independent Obligations..................................................................  16

ARTICLE 6 LIMITATION OF TRANSACTIONS; SUBORDINATION.........................................................  16
         SECTION 6.1  Limitation of Transactions............................................................  16
         SECTION 6.2  Ranking...............................................................................  17
         SECTION 6.3  Subordination of Common Securities....................................................  17
ARTICLE 7 TERMINATION.......................................................................................  17
         SECTION 7.1  Termination...........................................................................  17
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                           <C>
ARTICLE 8 INDEMNIFICATION....................................................................................  18
         SECTION 8.1  Exculpation............................................................................  18
         SECTION 8.2  Compensation, Expenses and Indemnification.............................................  18

ARTICLE 9 MISCELLANEOUS......................................................................................  19
         SECTION 9.1  Successors and Assigns.................................................................  19
         SECTION 9.2  Amendments.............................................................................  19
         SECTION 9.3  Notices................................................................................  19
         SECTION 9.4  Benefit................................................................................  20
         SECTION 9.5  Governing Law..........................................................................  20
</TABLE>

                                      ii
<PAGE>

                              GUARANTEE AGREEMENT


     This GUARANTEE AGREEMENT (the "Guarantee"), dated as of _______,
____, is executed and delivered by CONSOLIDATED NATURAL GAS COMPANY, a Delaware
corporation (the "Guarantor"), and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association, as trustee (the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Securities
(as defined herein) of CNG CAPITAL TRUST I, a Delaware statutory business trust
(the "Trust").


                                   RECITALS

     WHEREAS, pursuant to the Trust Agreement (as defined herein), the Trust is
issuing on the date hereof $___,___,___ aggregate liquidation amount of
preferred securities, having a liquidation amount of $__ per security and
designated the "____% Preferred Securities" [OR INSERT OTHER DESIGNATION] of the
Trust (the "Preferred Securities") and $_________ aggregate liquidation amount
of common securities, having a liquidation amount of $__ per security and
designated the "____% Common Securities" of the Trust (the "Common Securities"
and, together with the Preferred Securities, the "Initial Securities");

       [WHEREAS, pursuant to the Amended and Restated Trust Agreement, the Trust
and the Guarantor, as Sponsor, have granted an Option (as defined in Section
7.13(a) of the Trust Agreement) to certain underwriters or initial purchasers,
as the case may be, and such Option may be exercised on or within [30] days
after the initial Closing Date (as defined in the Trust Agreement) such that an
additional $_________ aggregate liquidation amount of Preferred Securities (the
"Option Preferred Securities") and an additional $__________ aggregate
liquidation amount of Common Securities (together with the Initial Securities
and the Option Preferred Securities, the "Securities") may be issued and sold
pursuant to Sections 7.13(a) and (b) of the Trust Agreement on such initial or
second Closing Date, as the case may be; PROVIDED that if the Option is not
exercised by the underwriters or the initial purchasers, as the case may be,
then the defined term the "Securities" shall mean only the Initial Securities;]

       WHEREAS, as incentive for the Holders to purchase the Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth in this Guarantee, to pay to the Holders of the Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein; and

       WHEREAS, if a Trust Enforcement Event (as defined herein) has occurred
and is continuing, the rights of holders of the Common Securities to receive
Guarantee Payments (as defined herein) under this Guarantee are subordinated to
the rights of Holders of Preferred Securities to receive Guarantee Payments
under this Guarantee;
<PAGE>

       NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE 1

                        INTERPRETATION AND DEFINITIONS

     SECTION 1.1 INTERPRETATION AND DEFINITIONS. In this Guarantee,
unless the context otherwise requires:

     (a)  capitalized terms used in this Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

     (b)  a term defined anywhere in this Guarantee has the same meaning
throughout;

     (c)  all references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

     (d)  all references in this Guarantee to Articles, Sections and Recitals
are to Articles, Sections and Recitals of this Guarantee, unless otherwise
specified;

     (e)  unless otherwise defined in this Guarantee, a term defined in the
Trust Indenture Act has the same meaning when used in this Guarantee;

     (f)  a reference to the singular includes the plural and vice versa and a
reference to any masculine form of a term shall include the feminine form of a
term, as applicable; and

     (g)  the following terms have the following meanings:

     "AFFILIATE" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "BUSINESS DAY" has the meaning specified in the Trust Agreement.

     "COMMON SECURITIES" has the meaning specified in the Recitals
hereto.

     "CORPORATE TRUST OFFICE" means the office of the Guarantee Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Guarantee is located
at 153 West 51st Street, New York, New York 10019, Attention:  Corporate Trust
Administration.

     "COVERED PERSON" means a Holder or beneficial owner of Securities.

                                       2
<PAGE>

     "GLOBAL SECURITY" means a fully registered, global Preferred Security
representing the Preferred Securities.

     "GUARANTEE EVENT OF DEFAULT" means a default by the Guarantor on  any of
its payment or other obligations under this Guarantee.

     "GUARANTEE PAYMENTS" means the following payments or distributions,
without duplication, with respect to the Securities, to the extent not paid by
or on behalf of the Trust: (i) any accumulated and unpaid Distributions (as
defined in the Trust Agreement) that are required to be paid on such Securities
to the extent the Trust has sufficient funds available therefor at the time,
(ii) the Redemption Price, including all accumulated and unpaid Distributions to
the date of redemption, with respect to any Securities called for redemption by
the Trust, to the extent the Trust shall have sufficient funds available
therefor at the time or (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of the Trust (other than in connection with the
distribution of Junior Subordinated Debt Securities to the Holders in exchange
for Securities as provided in the Trust Agreement), the lesser of (a) the
aggregate of the liquidation amount and all accumulated and unpaid Distributions
on the Securities to the date of payment, to the extent the Trust has sufficient
funds available therefor and (b) the amount of assets of the Trust remaining
available for distribution to Holders in liquidation of the Trust (in either
case, the "Liquidation Distribution").

     "GUARANTEE TRUSTEE" means Bank One Trust Company, National Association,
until a successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee and thereafter means each
such Successor Guarantee Trustee.

     "HOLDER" means any holder of Securities, as registered on the books and
records of the Trust; provided, however, that, in determining whether the
Holders of the requisite percentage of Preferred Securities have given any
request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor or any other obligor on the
Preferred Securities; and provided further that in determining whether the
Holders of the requisite liquidation amount of Preferred Securities have voted
on any matter provided for in this Guarantee, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Preferred
Securities remain in the form of one or more Global Certificates (as defined in
the Trust Agreement) and if the Depositary which is the holder of such Global
Securities has sent an omnibus proxy to the Trust assigning voting rights to
Depositary Participants (as defined in the Trust Agreement) to whose accounts
the Preferred Securities are credited on the record date, the term "Holders"
shall mean such Depositary Participants acting at the direction of the
Beneficial Owners (as defined in the Trust Agreement).

     "INDEMNIFIED PERSON" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

                                       3
<PAGE>

     "INDENTURE" means the Junior Subordinated Indenture, dated as of ____ __,
200_, by and between Consolidated Natural Gas Company, and Bank One Trust
Company, National Association, as Trustee, as supplemented and amended by a
First Supplemental Indenture dated as of ____ __, 200_, and as further amended
or supplemented by any other indenture supplemental thereto, pursuant to which
the Junior Subordinated Debt Securities are to be issued to the Property Trustee
as defined in the Trust Agreement.

     "JUNIOR SUBORDINATED DEBT SECURITIES" means the series of junior
subordinated debt securities to be issued by Consolidated Natural Gas Company,
designated the "____% Junior Subordinated Debt Securities due ____" held by the
Property Trustee as defined in the Trust Agreement.

     "LIST OF HOLDERS" has the meaning assigned to it in Section 2.2 hereof.

     "MAJORITY IN LIQUIDATION AMOUNT" means, except as provided in the
terms of the Preferred Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of more than 50% of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant class.
In determining whether the Holders of the requisite amount of Securities have
voted, Securities which are owned by the Guarantor or any Affiliate of the
Guarantor or any other obligor on the Securities shall be disregarded for the
purpose of any such determination.

     "OFFICERS' CERTIFICATE" means, with respect to any Person, a certificate
signed on behalf of such Person by two Authorized Officers (as defined in the
Trust Agreement) of such Person. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Guarantee (other than pursuant to Section 314(a)(4) of the Trust Indenture Act)
shall include:

     (a)  a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b)  a brief statement of the nature and scope of the examination or
investigation undertaken by each officer on behalf of such Person in rendering
the Officers' Certificate;

     (c)  a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
on behalf of such Person to express an informed opinion as to whether or not
such covenant or condition has been complied with; and

                                       4
<PAGE>

     (d)  a statement as to whether, in the opinion of each such officer acting
on behalf of such Person, such condition or covenant has been complied with.

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "PREFERRED SECURITIES" has the meaning specified in the Recitals hereto,
and shall include the preferred securities constituting Initial Securities and
the Option Preferred Securities.

     "REDEMPTION PRICE" has the meaning specified in the Trust Agreement.

     "RESPONSIBLE OFFICER" means, with respect to the Guarantee Trustee, any
officer with direct responsibility for the administration of this Guarantee and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

     "SECURITIES" has the meaning specified in the Recitals hereto.

     "SUCCESSOR GUARANTEE TRUSTEE" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "TRUST AGREEMENT" means the Amended and Restated Trust Agreement, dated
as of __________ __, ____, as amended, modified or supplemented from time to
time, among the trustees of the Trust named therein, the Guarantor, as sponsor,
and the Holders, from time to time, of undivided beneficial ownership interests
in the assets of the Trust.

     "TRUST ENFORCEMENT EVENT" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Junior Subordinated Debt Securities.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

                                       5
<PAGE>

                                   ARTICLE 2

                              TRUST INDENTURE ACT

     SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

     (a)  This Guarantee is subject to the provisions of the Trust Indenture Act
that are required to be part of this Guarantee and shall, to the extent
applicable, be governed by such provisions.

     (b)  If and to the extent that any provision of this Guarantee limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

     (a)  The Guarantor shall provide the Guarantee Trustee (i) except while the
Preferred Securities are represented by one or more Global Securities at least
one Business Day prior to the date for payment of Distributions, a list, in such
form as the Guarantee Trustee may reasonably require, of the names and addresses
of the Holders of the Securities ("List of Holders") as of the record date
relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the Guarantor of a written request from the
Guarantee Trustee for a List of Holders as of a date no more than 15 days before
such List of Holders is given to the Guarantee Trustee, excluding from any such
list names and addresses received by the Guarantee Trustee in its capacity as
Security Registrar; provided that the Guarantor shall not be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Guarantee Trustee by the
Guarantor. The Guarantee Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders given to
it, provided that the Guarantee Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

     (b)  The Guarantee Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.3 REPORTS BY GUARANTEE TRUSTEE. Within 60 days after September
15 of each year (commencing with the year of the first anniversary of the
issuance of the Securities), the Guarantee Trustee shall provide to the Holders
of the Securities such reports as are required by Section 313(a) of the Trust
Indenture Act (if any) in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Guarantee Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act.  The Guarantor shall
promptly notify the Guarantee Trustee when the Securities are listed on any
stock exchange.

                                       6
<PAGE>

     SECTION 2.4 PERIODIC REPORTS TO GUARANTEE TRUSTEE. The Guarantor shall
provide to the Guarantee Trustee such documents, reports and information as
required by Section 314(a) (if any) of the Trust Indenture Act and the
compliance certificate required by Section 314(a)(4) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314(a) of the
Trust Indenture Act, provided that such compliance certificate shall be
delivered on or before 120 days after the end of each calendar year of the
Guarantor.

     SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

     SECTION 2.6 GUARANTEE EVENT OF DEFAULT; WAIVER. The Holders of a Majority
in Liquidation Amount of the Securities may, by vote or written consent, on
behalf of the Holders of all of the Securities, waive any past Guarantee Event
of Default and its consequences. Upon such waiver, any such Guarantee Event of
Default shall cease to exist, and any Guarantee Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Guarantee, but no such waiver shall extend to any subsequent or other default or
Guarantee Event of Default or impair any right consequent thereon.

     SECTION 2.7 GUARANTEE EVENT OF DEFAULT; NOTICE.

     (a)  The Guarantee  Trustee shall, within 90 days after the occurrence of a
Guarantee Event of Default actually known to a Responsible Officer of the
Guarantee Trustee,  transmit by mail, first class postage prepaid, to the
Holders of the Securities, notices of all such Guarantee Events of Default,
unless such defaults have been cured before the giving of such notice; provided,
that the Guarantee Trustee shall be protected in withholding such notice if and
so long as a Responsible Officer of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

     (b)  The Guarantee Trustee shall not be deemed to have knowledge of any
Guarantee Event of Default unless the Guarantee Trustee shall have received
written notice thereof from the Guarantor or a Holder or a Responsible Officer
of the Guarantee Trustee charged with the administration of this Guarantee shall
have obtained actual knowledge thereof.

     SECTION 2.8 CONFLICTING INTERESTS. The Trust Agreement, of Consolidated
Natural Gas Company and CNG Capital Trust I dated as of December __, 2000, among
the Guarantor, Bank One Trust Company, National Association, as Property
Trustee, Bank One Delaware, Inc., as Delaware Trustee and the Administrative
Trustees named therein, shall be deemed to be specifically described in this
Guarantee for the

                                       7
<PAGE>

purposes of clause (i) of the first proviso contained in Section 310(b) of the
Trust Indenture Act.

     SECTION 2.9 DISCLOSURE OF INFORMATION. The disclosure of information as
to the names and addresses of the Holders of the Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law, or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

     SECTION 2.10 GUARANTEE TRUSTEE MAY FILE PROOFS OF CLAIM. Upon the
occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby
authorized to (a) recover judgment, in its own name and as trustee of an express
trust, against the Guarantor for the whole amount of any Guarantee Payments
remaining unpaid and (b) file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have its claims and those of the
Holders of the Securities allowed in any judicial proceedings relative to the
Guarantor, its creditors or its property.

                                   ARTICLE 3

                         POWERS, DUTIES AND RIGHTS OF
                               GUARANTEE TRUSTEE

     SECTION 3.1 POWERS AND DUTIES OF GUARANTEE TRUSTEE.

     (a)  This Guarantee shall be held by the Guarantee Trustee on behalf of the
Trust for the benefit of the Holders of the Securities, and the Guarantee
Trustee shall not transfer this Guarantee to any Person except a Holder of
Securities exercising his or her rights pursuant to Section 5.4(b) or to a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its appointment to act as Successor Guarantee Trustee. The right, title and
interest of the Guarantee Trustee in and to this Guarantee shall automatically
vest in any Successor Guarantee Trustee, and such vesting and succession of
title shall be effective whether or not conveyance documents have been executed
and delivered pursuant to the appointment of such Successor Guarantee Trustee.

     (b)  If a Guarantee Event of Default actually known to a Responsible
Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee
Trustee shall be entitled to enforce this Guarantee for the benefit of the
Holders of the Securities.

     (c)  The Guarantee Trustee, before the occurrence of any Guarantee Event of
Default and after the curing of all Guarantee Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee, and no implied covenants shall be read into this
Guarantee against the Guarantee Trustee. In case a Guarantee Event of Default
has occurred (that has not been cured or waived

                                       8
<PAGE>

pursuant to Section 2.6) and is actually known to a Responsible Officer of the
Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Guarantee, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d)  No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i)  prior to the occurrence of any Guarantee Event of Default and
     after the curing or waiving of all such Guarantee Events of Default that
     may have occurred:

               (A)  the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee, and the
          Guarantee Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Guarantee, and no implied covenants or obligations shall be read into
          this Guarantee against the Guarantee Trustee; and

               (B)  in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of   the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the  requirements of this Guarantee; but in
          the case of any such certificates or opinions that by any provision
          hereof are specifically required to be furnished to the Guarantee
          Trustee, the Guarantee Trustee shall be under a duty to  examine the
          same to determine whether or not they conform to the requirements of
          this Guarantee;

          (ii)  the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the  Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;

          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in Liquidation
     Amount of the Securities relating to the time, method and place of
     conducting any proceeding for any remedy available to the Guarantee
     Trustee, or exercising any trust or power conferred upon the Guarantee
     Trustee under this Guarantee; and

          (iv)  no provision of this Guarantee shall require the Guarantee
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or

                                       9
<PAGE>

     powers, if the Guarantee Trustee shall have reasonable grounds for
     believing that the repayment of such funds or liability is not reasonably
     assured to it under the terms of this Guarantee or if the Guarantee Trustee
     shall have reasonable grounds for believing that an indemnity, reasonably
     satisfactory to the Guarantee Trustee, against such risk or liability is
     not reasonably assured to it under the terms of this Guarantee.

     SECTION 3.2  CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

     (a)  Subject to the provisions of Section 3.1:

          (i)    The Guarantee Trustee may conclusively rely, and shall be fully
     protected in acting or refraining from acting upon, any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties;

          (ii)   Any direction or act of the Guarantor contemplated by this
     Guarantee shall be sufficiently evidenced by an Officers' Certificate;

          (iii)  Whenever, in the administration of this Guarantee, the
     Guarantee Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting any action hereunder, the
     Guarantee Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of bad faith on its part, request and conclusively rely
     upon an Officers' Certificate  which, upon receipt of such request, shall
     be promptly delivered by the Guarantor;

          (iv)   The Guarantee Trustee shall have no duty to see to any
     recording, filing or registration or any instrument (or any rerecording,
     refiling or re-registration thereof);

          (v)    The Guarantee Trustee may consult with counsel, and the advice
     or opinion of such counsel with respect to legal matters shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in accordance with
     such advice or opinion. Such counsel may be counsel to the Guarantor or any
     of its Affiliates and may include any of its employees. The Guarantee
     Trustee shall have the right at any time to seek instructions concerning
     the administration of this Guarantee from any court of competent
     jurisdiction;

          (vi)   The Guarantee Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Guarantee at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Guarantee Trustee such security and indemnity, reasonably satisfactory to
     the Guarantee Trustee, against the costs, expenses (including attorneys'
     fees and expenses and the expenses of

                                       10
<PAGE>

     the Guarantee Trustee's agents, nominees or custodians) and liabilities
     that might be incurred by it in complying with such request or direction,
     including such reasonable advances as may be requested by the Guarantee
     Trustee; provided, that nothing contained in this Section 3.2(a)(vi) shall
     be taken to relieve the Guarantee Trustee, upon the occurrence of a
     Guarantee Event of Default, of its obligation to exercise the rights and
     powers vested in it by this Guarantee in the manner provided by Section
     3.1(c);

          (vii)  The Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Guarantee Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit;

          (viii) The Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, nominees, custodians or attorneys, and the Guarantee Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder;

          (ix)   Any action taken by the Guarantee Trustee or its agents
     hereunder shall bind the Holders, and the signature of the Guarantee
     Trustee or its agents alone shall be sufficient and effective to perform
     any such action. No third party shall be required to inquire as to the
     authority of the Guarantee Trustee to so act or as to its compliance with
     any of the terms and provisions of this Guarantee, both of which shall be
     conclusively evidenced by the Guarantee Trustee's or its agent's taking
     such action; and

          (x)    Whenever in the administration of this Guarantee, the Guarantee
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Guarantee Trustee (A) may request written instructions from the Holders of
     a Majority in Liquidation Amount of the Securities, (B) may refrain from
     enforcing such remedy or right or taking such other action until such
     written instructions are  received and (C) shall be protected in
     conclusively relying on or acting in accordance with such written
     instructions.

       (b)  No provision of this Guarantee shall be deemed to impose any duty or
obligation on the Guarantee Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it in any jurisdiction
in which it shall be illegal, or in which the Guarantee Trustee shall be
unqualified or incompetent to act in accordance with applicable law, to perform
any such act or acts or to exercise any such right, power, duty or obligation.
No permissive power or authority available to the Guarantee Trustee shall be
construed to be a duty.

                                       11
<PAGE>

     SECTION 3.3 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. The
recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representations as to the
validity or sufficiency of this Guarantee.


                                   ARTICLE 4

                               GUARANTEE TRUSTEE

     SECTION 4.1  GUARANTEE TRUSTEE; ELIGIBILITY.

     (a) There shall be at all times a Guarantee Trustee which shall:

          (i)  not be an Affiliate of the Guarantor; and

          (ii) be a corporation organized and doing business under the laws
     of the United States of America or any state or territory thereof or of the
     District of Columbia, or a corporation or other Person permitted by the
     Securities and Exchange Commission to act as an institutional trustee under
     the Trust Indenture Act, authorized under such laws to exercise corporate
     trust powers, having a combined capital and surplus of at least 50 million
     U.S. dollars ($50,000,000), and subject to supervision or examination by
     federal, state, territorial or District of Columbia authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the supervising or examining authority
     referred to above, then, for the purposes of this Section 4.1(a)(ii), the
     combined capital and surplus of such corporation shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

     (b)  If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

     (c)  If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act, subject to the penultimate
paragraph thereof.

     SECTION 4.2  APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE.

     (a)  Subject to Section 4.2(b), unless a Guarantee Event of Default shall
have occurred and be continuing, the Guarantee Trustee may be appointed or
removed with or without cause at any time by the Guarantor.  If a Guarantee
Event of Default has occurred

                                       12
<PAGE>

and is continuing, the Guarantee Trustee may be appointed or removed by the
Holders of a Majority in Liquidation Amount of the Preferred Securities.

     (b)  The Guarantee Trustee shall not be removed in accordance with Section
4.2(a) until a Successor Guarantee Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Guarantee
Trustee and delivered to the Guarantor.

     (c)  The Guarantee Trustee appointed to office shall hold such office until
a Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

     (d)  If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of removal or resignation, the
removed or resigning Guarantee Trustee may petition any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Guarantee Trustee.

     (e)  No Guarantee Trustee shall be liable for the acts or omissions to
act of any Successor Guarantee Trustee.

     (f)  Upon termination of this Guarantee or removal or resignation of the
Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the
Guarantee Trustee all amounts owing for fees and reimbursement of expenses which
have accrued to the date of such termination, removal or resignation.


                                   ARTICLE 5

                                   GUARANTEE

     SECTION 5.1  GUARANTEE.

     The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Trust), as and when due, regardless of any defense, right of set-off
or counterclaim that the Trust may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders. Notwithstanding anything to the

                                       13
<PAGE>

contrary  herein, the Guarantor retains all of its rights under the Indenture to
(i) extend the interest payment period on the Junior Subordinated Debt
Securities pursuant to Section 2.10 thereof and the Guarantor shall not be
obligated hereunder to make any Guarantee Payments during any Extension Period
(as defined in the certificate evidencing the Junior Subordinated Debt
Securities) with respect to the Distributions (as defined in the Trust
Agreement) on the Securities and (ii) change the maturity date of the Junior
Subordinated Debt Securities to the extent permitted by the Indenture.

       SECTION 5.2 WAIVER OF NOTICE AND DEMAND.

       The Guarantor hereby waives notice of acceptance of this Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Trust or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.

       SECTION 5.3  OBLIGATIONS NOT AFFECTED.

       The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee shall be absolute and unconditional and shall remain in full
force and effect until the entire liquidation amount of all outstanding
Securities shall have been paid and such obligation shall in no way be affected
or impaired by reason of the happening from time to time of any event, including
without limitation, the following, whether or not with notice to, or the consent
of, the Guarantor:

       (a)  The release or waiver, by operation of law or otherwise, of the
performance or observance by the Trust of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Trust;

       (b)  The extension of time for the payment by the Trust of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Securities or the extension of time
for the performance of any other obligation under, arising out of, or in
connection with the Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the Junior
Subordinated Debt Securities or any change to the maturity date of the Junior
Subordinated Debt Securities permitted by the Indenture);

       (c)  Any failure, omission, delay or lack of diligence on the part of the
Property Trustee or the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Property Trustee or the Holders
pursuant to the terms of the Securities, or any action on the part of the Trust
granting indulgence or extension of any kind;

       (d)  The voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors,

                                       14
<PAGE>

reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Trust or any of the a sets of the Trust;

       (e)  Any invalidity of, or defect or deficiency in, the Securities;

       (f)  The settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

       (g)  Any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

       There shall be no obligation of the Guarantee Trustee or the Holders to
give notice to, or obtain consent of the Guarantor or any other Person with
respect to the happening of any of the foregoing.

       No setoff, counterclaim, reduction or diminution of any obligation, or
any defense of any kind or nature that the Guarantor has or may have against any
Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under this Guarantee.

       SECTION 5.4 RIGHTS OF HOLDERS.

       (a)  The Holders of at least a Majority in Liquidation Amount of the
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under this Guarantee, provided, that, subject to Section 3.1,
the Guarantee Trustee shall have the right to decline to follow any such
direction if the Guarantee Trustee shall determine that the action so directed
would be unjustly prejudicial to the Holders not taking part in such direction
or if the Guarantee Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Guarantee Trustee
in good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers of the
Guarantee Trustee  shall determine that the action or proceedings so directed
would involve the Guarantee Trustee in personal liability.

       (b)  If the Guarantee Trustee fails to enforce this Guarantee, then any
Holder of Securities may, subject to the subordination provisions of Section
6.2, institute a legal proceeding directly against the Guarantor to enforce the
Guarantee Trustee's rights under this Guarantee without first instituting a
legal proceeding against the Trust, the Guarantee Trustee or any other person or
entity. In addition, if the Guarantor has failed to make a Guarantee Payment, a
Holder of Securities may, subject to the subordination provisions of Section
6.2, directly institute a proceeding against the Guarantor for enforcement of

                                       15
<PAGE>

the Guarantee for such payment to the Holder of the Securities of the principal
of or interest on the Junior Subordinated Debt Securities on or after the
respective due dates specified in the Junior Subordinated Debt Securities, and
the amount of the payment will be based on the Holder's pro rata share of the
amount due and owing on all of the Securities. The Guarantor hereby waives any
right or remedy to require that any action on this Guarantee be brought first
against the Trust or any other person or entity before proceeding directly
against the Guarantor.

       SECTION 5.5 GUARANTEE OF PAYMENT.

       This Guarantee creates a guarantee of payment and not of collection.

       SECTION 5.6  SUBROGATION.

       The Guarantor shall be subrogated to all (if any) rights of the Holders
of Securities against the Trust in respect of any amounts paid to such Holders
by the Guarantor under this Guarantee; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee, if at the time of any such payment,
any amounts are due and unpaid under this Guarantee. If any amount shall be paid
to the Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders and to pay over such amount to the
Guarantee Trustee for the benefit of the Holders.

       SECTION 5.7 INDEPENDENT OBLIGATIONS.

       The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the Securities, and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
of any event referred to in subsections 5.3(a) through 5.3(g), inclusive,
hereof.


                                   ARTICLE 6

                   LIMITATION OF TRANSACTIONS; SUBORDINATION


       SECTION 6.1 LIMITATION OF TRANSACTIONS.

       So long as any Securities remain outstanding, if (i) there shall have
occurred an event of default under the Indenture with respect to the Junior
Subordinated Debt Securities, (ii) there shall be a Guarantee Event of Default
or (iii) the Guarantor shall have given notice of its election of an Extension
Period as provided in the certificate evidencing the Junior Subordinated Debt
Securities and shall not have rescinded such notice, or such Extension Period or
any extension thereof shall be continuing, then the

                                       16
<PAGE>

Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to
(x) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Guarantor's
capital stock or (y) make any payment of principal, interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Guarantor that rank
on a parity with or junior in interest to the Junior Subordinated Debt
Securities or make any guarantee payments with respect to any guarantee by the
Guarantor of the debt securities of any subsidiary of the Guarantor if such
guarantee ranks on a parity with or junior in interest to the Junior
Subordinated Debt Securities (other than (a) dividends or distributions in
common stock of the Guarantor, (b) any declaration of a dividend in connection
with the implementation of a shareholders' rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under this Guarantee, and (d) purchases of
common stock related to the issuance of common stock or rights under any of the
Guarantor's benefit plans).

       SECTION 6.2  RANKING.

       This Guarantee will constitute an unsecured obligation of the Guarantor
and will rank subordinate and junior in right of payment to all Senior
Indebtedness of the Company (as defined in the Indenture) of the Guarantor in
the same manner and to the same extent as set forth in Article XIV of the
Indenture.

       SECTION 6.3 SUBORDINATION OF COMMON SECURITIES.

       If a Trust Enforcement Event has occurred and is continuing under the
Trust Agreement, the rights of the holders of the Common Securities to receive
Guarantee Payments hereunder shall be subordinated to the rights of the Holders
of the Preferred Securities to receive Guarantee Payments under this Guarantee.


                                   ARTICLE 7

                                  TERMINATION

       SECTION 7.1  TERMINATION.

       This Guarantee shall terminate upon (i) full payment of the Redemption
Price of all Securities, (ii) distribution of the Junior Subordinated Debt
Securities to the Holders of all the Securities or (iii) full payment of the
amounts payable in accordance with the Trust Agreement upon liquidation of the
Trust. Notwithstanding the foregoing, this Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
of Securities must restore payment of any sums paid under the Securities or
under this Guarantee.

                                       17
<PAGE>

                                   ARTICLE 8

                                INDEMNIFICATION

       SECTION 8.1  EXCULPATION.

       (a)  No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss,
damage, liability, expense or claim incurred by reason of any act or omission
performed or omitted by such Indemnified Person in good faith in accordance with
this Guarantee and in a manner that such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
this Guarantee or by law, except that an Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.

       (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

       SECTION 8.2  COMPENSATION, EXPENSES AND INDEMNIFICATION.

       (a) The Guarantor agrees to pay to the Guarantee Trustee from time to
time reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and to reimburse the Guarantee
Trustee upon request for all reasonable expenses, disbursements and advances
(including the reasonable fees and expenses of its attorneys and agents)
incurred or made by the Guarantee Trustee in accordance with any provision of
this Guarantee.

       (b) The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

       (c) The obligations of the Guarantor under this Section 8.2 shall survive
the termination of this Guarantee.

                                       18
<PAGE>

                                   ARTICLE 9

                                 MISCELLANEOUS

       SECTION 9.1 SUCCESSORS AND ASSIGNS.

       All guarantees and agreements contained in this Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Securities then
outstanding.  Except in connection with a consolidation, merger, sale or
conveyance involving the Guarantor that is permitted by Article XI of the
Indenture and pursuant to which the successor or assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its obligations hereunder.

       SECTION 9.2  AMENDMENTS.

       Except with respect to any changes that do not materially adversely
affect the rights of the Holders (in which case no consent of the Holders will
be required), this Guarantee may not be amended without the prior approval of
the Holders of at least a Majority in Liquidation Amount of the Securities. The
provisions of Section 11.2 of the Trust Agreement with respect to meetings of,
and action by written consent of, the Holders of the Securities apply to the
giving of such approval.

       SECTION 9.3  NOTICES.

       All notices provided for in this Guarantee shall be in writing, duly
signed by the party giving such notice, and shall be delivered by hand,
telecopied or mailed by registered or certified mail, as follows:

       (a)  If given to the Guarantee Trustee, at the Guarantee Trustee's
mailing address set forth below (or such other address as the Guarantee Trustee
may give notice of to the Guarantor and the Holders of the Securities):

            Bank One Trust Company, National Association
            153 West 51st Street
            New York, New York  10019
            Attention: Corporate Trust Administration
            Fax:  (212) 373-1383

       (b)  If given to the Guarantor, at the Guarantor's mailing addresses set
forth below (or such other address as the Guarantor may give notice of to the
Guarantee Trustee and the Holders of the Securities):

                                       19
<PAGE>

            Consolidated Natural Gas Company
            120 Tredegar Street
            Richmond, Virginia 23219
            Fax: (804) 819-2211

       (c)  If given to any Holder of Securities, at the address set forth on
the books and records of the Trust.

       All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

       SECTION 9.4  BENEFIT.

       This Guarantee is solely for the benefit of the Holders of the Securities
and, subject to Section 3.1(a), is not separately transferable from the
Securities.

       SECTION 9.5 GOVERNING LAW.

       THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT
OF LAWS PRINCIPLES.

                                       20
<PAGE>

       IN WITNESS WHEREOF, this Guarantee is executed as of the day and year
first above written.

                               CONSOLIDATED NATURAL GAS COMPANY,
                               as Guarantor


                               By: _____________________________________
                               Name:
                               Title:


                               BANK ONE TRUST COMPANY,
                               as Guarantee Trustee



                               By: _____________________________________
                               Name:
                               Title:


                                       21