EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (Agreement) dated as of June 3, 2005 between CONSOL Energy Inc., a Delaware corporation (the Company) and J. Brett Harvey (the Executive).

WHEREAS, the Executive presently serves as a Director on the Companys Board of Directors (the Board) and is employed as the President and Chief Executive Officer of the Company:

WHEREAS, the Executive and the Company entered into the Letter Agreement, dated December 11, 1997, and subsequently amended April 5, 2000, relating to the terms and conditions of Executives employment and service as a Director of the Company (the Letter Agreement);

WHEREAS, the Company and the Executive entered into a Change in Control Severance Agreement, dated as of July 21, 2003 (the Change in Control Agreement);

WHEREAS, the Board recognizes that the Executives contribution to the growth and success of the Company has been substantial and the Board desires to provide for the continued employment of the Executive and to make certain changes in the Executives employment arrangements with the Company which the Board has determined will reinforce and encourage the continued attention and dedication to the Company of the Executive as a member of the Companys management, in the best interests of the Company and its stockholders;

WHEREAS, the Executive is willing to commit himself to continue to serve the Company, on the terms and conditions herein provided.

In order to effect the foregoing, the Company and the Executive wish to enter into an employment agreement on the terms and conditions set forth below. Accordingly, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

Affiliate means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest, and (iii) an affiliate of the Company as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended.

Base Salary has the meaning set forth in Section 4.01.

Cause means (a) gross negligence in the performance of the Executives duties which results in material financial harm to the Company; (b) the Executives conviction of, or plea of guilty or nolo contendere to, (i) any felony, or (ii) any misdemeanor involving fraud, embezzlement or theft; (c) the Executives intentional failure or refusal to perform his duties and responsibilities with the Company, without the same being corrected within fifteen (15) days after being given written notice thereof; (d) the material breach by the Executive of any of the covenants contained in Articles 6 or 7 of this Agreement; (e) the Executives willful violation of any material provision of the Companys code of conduct for executives and management employees; or (f) the Executives willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. The Executive may be terminated for Cause hereunder only by majority vote of all members of the Board (other than the Executive), which vote is communicated to the Executive in writing.

Code means the Internal Revenue Code of 1986, as amended.

Date of Termination has the meaning set forth in Section 5.07.

Employment Period has the meaning set forth in Section 2.01.

Good Reason means, without the Executives written consent, (a) the material diminution of the Executives duties or responsibilities, including the assignment of any duties and responsibilities materially inconsistent with his position, without the same being corrected within fifteen (15) days after the Executive gives written notice thereof; (b) a reduction in the Executives Base Salary; (c) a material reduction in the Executives annual target bonus opportunity (excluding any reduction that is generally applicable to all or substantially all executive officers of the Company), without the same being corrected within fifteen (15) days after the Executive gives written notice thereof; (d) a material reduction in the overall level of employee benefits (including long-term incentive opportunities) provided to the Executive (excluding any reduction that is generally applicable to all or substantially all executive officers of the Company), without the same being corrected within fifteen (15) days after the Executive gives written notice thereof; (e) the failure to obtain a written assumption of this Agreement by any person acquiring all or substantially all of the assets of the Company prior to such acquisition; (f) the relocation of the Executives work location to a location more than fifty (50) miles from Pittsburgh, Pennsylvania; or (g) the Company giving the Executive notice of nonextension of the term of this Agreement in accordance with Section 5.01 solely at either the end of the initial three year term or the end of the first one year extension of the term under Section 5.01 (but, for the avoidance of doubt, not at the end of any further extension of the term); provided, however, that, notwithstanding any provision of this Agreement to the contrary, the Executive must give written notice of his intention to terminate his employment for Good Reason within sixty (60) days after the event or omission which constitutes Good Reason, and any failure to give such written notice within such period will result in a waiver by the Executive of his right to terminate for Good Reason as a result of such act or omission.

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