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...Registration Rights Agreement • September 19th, 2003 • Rwe Aktiengesellschaft /Adr/ • New York
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
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
Letterhead of] CONSOL ENERGY INC.Registration Rights Agreement • September 19th, 2003 • Rwe Aktiengesellschaft /Adr/
EXECUTION VERSION 25,100,000 SHARES OF COMMON STOCK PLACEMENT AGREEMENTPlacement Agreement • September 19th, 2003 • Rwe Aktiengesellschaft /Adr/ • New York
