the Securities and Exchange Commission.







                                                             EXECUTION VERSION





                       16,622,932 SHARES OF COMMON STOCK



                              PLACEMENT AGREEMENT



                                                             February 13, 2004



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Ladies and Gentlemen:



          RWE Power AG, a stock corporation organized under the laws of the

Federal Republic of Germany (formerly known as RWE Rheinbraun AG) (the

"Seller") and a wholly-owned subsidiary of RWE AG, confirms its agreement with

[ ] ("[ ]"), whereby [ ] shall act as placement agent for the Seller with

respect to the offering and sale of an aggregate of 16,622,932 shares (the

"Shares") of common stock, par value $0.01 per share, of CONSOL Energy Inc., a

Delaware corporation (the "Company"). The Company confirms its agreement with

[ ] and the Seller as to the matters set forth herein. This placement

agreement is referred to herein as this "Agreement."



          The Shares are being offered in a private placement (the "Private

Placement") without being registered under the Securities Act of 1933, as

amended, and the rules and regulations thereunder (the "Securities Act"), in

reliance upon an exemption from the registration requirements of the

Securities Act, to "qualified institutional buyers" (as that term is defined

in Rule 144A under the Securities Act). The Shares are being sold to those

offerees listed on Schedule 1 hereto (the "Purchasers"), each of whom has

entered into the agreements, and made the representations, set forth in the

form of Purchaser Letter attached as Exhibit A hereto (the "Purchaser

Letter"). The Purchaser Letter of each Purchaser has been delivered to each of

the Company and the Seller on the date hereof.



          In connection with the offer and sale of the Shares, the Company has

prepared a preliminary private placement memorandum, subject to completion,

dated February 6, 2004 (the "Preliminary Private Placement Memorandum"), and a

final private placement memorandum, dated February 13, 2004 (the "Final

Private Placement Memorandum" and, together with the Preliminary Private

Placement Memorandum, the "Private Placement Memorandum"). The Private

Placement Memorandum sets forth certain information concerning the Company,

the Seller and the Shares. The Company hereby confirms that it has authorized

the use of the Preliminary Private Placement Memorandum and the Final Private

Placement Memorandum in connection with the offering and sale of the Shares.

Any references herein to the Preliminary Private Placement Memorandum and the

Final Private Placement Memorandum shall be deemed to include all annexes and

exhibits thereto and all documents or filings incorporated by reference

therein.



{PAGE}



          The Purchasers of the Shares will be entitled to the benefits of a

Registration Rights Agreement dated September 23, 2003, between the Company,

on the one hand, and [ ] for the benefit of the Purchasers and others, on the

other hand (the "Registration Rights Agreement"), in the form attached as

Exhibit B hereto.



         Each of the Seller, the Company and [ ] agree as follows:



          1.  Purchase, Sale and Delivery of the Shares:



          (a)  THE SHARES. On the basis of the agreements herein, but subject

to the conditions herein set forth, the Seller agrees to offer and sell to

each Purchaser, upon the terms herein set forth, the number of Shares set

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