FORM OF CONSOL ENERGY INC.

DIRECTOR INDEMNIFICATION AGREEMENT

THIS DIRECTOR INDEMNIFICATION AGREEMENT (this Agreement) is made as of             , 2003, by and between CONSOL Energy Inc., a Delaware corporation (the Company), and             , a Director of the Company (the Indemnitee).

RECITALS:

A.    The Indemnitee has been elected to serve as a Director of the Company and the Company wishes the Indemnitee to continue to serve in such capacity.

B.    The Indemnitee does not regard the indemnities available under the Companys Bylaws as adequate protection against the risks associated with the Indemnitees service to the Company. In this regard, the Company and the Indemnitee now agree they should enter into this Agreement in order to provide greater protection to Indemnitee against such risks of service to the Company.

C.    Section 145 of the General Corporation Law of the State of Delaware, under which law the Company is organized, empowers corporations to indemnify a person serving as a director, officer, employee or agent of the corporation and a person who serves at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise.

D.    The Board of Directors has determined that contractual indemnification as set forth herein is not only reasonable and prudent but necessary to promote the best interests of the Company and its stockholders.

E.    The Company desires and has requested the Indemnitee to continue to serve as a Director of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

F.    The Indemnitee is willing to continue to serve, the Company, only on the condition that the Company furnish the indemnity provided for herein.

NOW, THEREFORE, in consideration of Indemnitees continued service as a Director of the Company, the parties hereto agree as follows:

1.    Agreement to Serve.  The Indemnitee agrees to continue to serve as a director or agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves, so long as the Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as the Indemnitee tenders a resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee in any capacity.

2.    Indemnity.

(a)    The Company will indemnify the Indemnitee, the Indemnitees executors, administrators or assigns, for any Damages or Expenses (defined below), which the Indemnitee is or becomes legally obligated to pay in connection with any Proceeding (defined below); provided, that in each such case Indemnitee has acted in good faith and in a manner, which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that the conduct at issue was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct at issue was unlawful.

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