0001070412-13-000021 Sample Contracts

CONSOL ENERGY INC. EQUITY INCENTIVE PLAN CONSOL STOCK UNIT AWARD AGREEMENT
Consol Stock Unit Award Agreement • May 7th, 2013 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Delaware

This CONSOL Stock Unit Award Agreement set forth below (this “Agreement”) is dated as of the grant date (the “Grant Date”) set forth on Exhibit A and is between CONSOL Energy Inc., a Delaware corporation (the “Company”), and the individual to whom the Compensation Committee of the Board of Directors (the “Committee”) of the Company has made this Performance Award and whose name is set forth on Exhibit A (the “Participant”).

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RETIREMENT AND CONSULTING AGREEMENT
Retirement and Consulting Agreement • May 7th, 2013 • CONSOL Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania

This Retirement and Consulting Agreement (“Agreement) is entered into by Robert Pusateri (“Consultant”) and CONSOL Energy Inc. (the “Company”) as of the 20th day of February, 2013.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2013 • CONSOL Energy Inc • Bituminous coal & lignite surface mining

AMENDMENT NO. 2, dated as of March 12, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of April 12, 2011 as amended by Amendment No. 1 dated December 14, 2011 (the “Credit Agreement”), by and among CNX Gas Corporation (the “Borrower”), the lenders and agents party thereto and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement.

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