0001193125-09-030578 Sample Contracts

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 17th, 2009 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of December 2, 2008 (the “Effective Date”), is made between CONSOL Energy Inc., CNX Center, 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317, a Delaware corporation (the “Company”), and William Lyons (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2009 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania

EMPLOYMENT AGREEMENT (“Agreement”) originally dated as of June 3, 2005 and amended as of December 2, 2008 between CONSOL Energy Inc., a Delaware corporation (the “Company”), and J. Brett Harvey (the “Executive”).

Addendum to Jerry Richey’s Offer Letter
Addendum to Offer Letter • February 17th, 2009 • Consol Energy Inc • Bituminous coal & lignite surface mining

WHEREAS, the parties wish to clarify certain provisions of the Offer Letter solely with regard to complying with Section 409A of the Internal Revenue Code of 1986, as amended.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 17th, 2009 • Consol Energy Inc • Bituminous coal & lignite surface mining • Pennsylvania

THIS FIRST AMENDMENT , dated as of October 24, 2008 (this “Amendment”), to AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2007 (the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement) is made by and among CONSOL Energy Inc. (the “Borrower”), on behalf of the Loan Parties, the Required Lenders, PNC Bank, National Association and Citicorp North America, Inc., as co-administrative agents and PNC Bank, National Association, as paying agent (the “Paying Agent”).

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