Exhibit 3 REGISTRATION RIGHTS AGREEMENT made as of this 1st day of February, 1999, by and between CONSOL ENERGY INC., a Delaware corporation (the "Company"), and RHEINBRAUN AG and RHEINBRAUN US GMBH, both German corporations (the "Stockholders"). The...Registration Rights Agreement • September 19th, 2003 • Rwe Aktiengesellschaft /Adr/ • New York
ARTICLE I VOTINGVoting Agreement • September 25th, 2001 • Rwe Aktiengesellschaft /Adr/ • Delaware
Exhibit 3 JOINDER AGREEMENT JOINDER AGREEMENT, dated as of November 6, 2001, between Thames Water Aqua Holdings GmbH, a company organized under the laws of the Federal Republic of Germany ("Parent"), the Willard M. Ware Q-TIP Trust and the Willard M....Joinder Agreement • November 13th, 2001 • Rwe Aktiengesellschaft /Adr/
Exhibit 1 CONFORMED COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 25th, 2001 • Rwe Aktiengesellschaft /Adr/ • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIESStock Purchase Agreement • December 16th, 1996 • Rwe Aktiengesellschaft /Adr/ • Delaware
Exhibit 2 OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is made and entered into as of September 23, 2003, by and among RWE Rheinbraun AG, a stock corporation organized under the laws of The Federal Republic of Germany ("RWE"), [ ] ("[...Option Agreement • September 19th, 2003 • Rwe Aktiengesellschaft /Adr/ • New York
EXECUTION VERSION 16,622,932 SHARES OF COMMON STOCK PLACEMENT AGREEMENTRwe Aktiengesellschaft /Adr/ • February 13th, 2004 • New York
Letterhead of] CONSOL ENERGY INC.Rwe Aktiengesellschaft /Adr/ • September 19th, 2003
Exhibit 5 SECOND AMENDMENT, dated as of September 18, 2003 (this "Second Amendment") to the Registration Rights Agreement, dated as of February 1, 1999 (as previously amended by a letter agreement dated May 23, 2003, the "Registration Rights...Rwe Aktiengesellschaft /Adr/ • September 19th, 2003 • New York
EXECUTION VERSION 25,100,000 SHARES OF COMMON STOCK PLACEMENT AGREEMENTRwe Aktiengesellschaft /Adr/ • September 19th, 2003 • New York
EXECUTION VERSION 27,274,425 SHARES OF COMMON STOCK PLACEMENT AGREEMENTRwe Aktiengesellschaft /Adr/ • October 3rd, 2003 • New York
RWE AG Opernplatz 1 D - 45128 Essen Germany Strictly private and confidential Innogy Holdings plc Windmill Hill Business Park Swindon Wiltshire SN5 6PB For the attention of: Brian Count 21st March 2002 Dear Sirs, Proposed recommended cash offer for...Rwe Aktiengesellschaft /Adr/ • March 29th, 2002
