CONSOL Energy (CNX)

Item 1.02. Termination of a Material Definitive Agreement

As discussed above in Item 1.01, on March 16, 2005, CONSOL Energy entered into a letter agreement with Stephen E. Williams, that terminated the Change-in-Control and Severance Agreement between CONSOL Energy and Mr. Williams, dated as of July 21, 2003. The disclosure contained in “Item 1.01 — Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.

The terminated Change-in-Control and Severance Agreement with Mr. Williams had provided that if Mr. Williams is terminated (1) after, or in connection with, a change in control, as defined, for any reason other than cause, death or disability or if, within the two year period after a change in control, he is constructively terminated (which includes (a) an adverse change in his position, (b) a reduction in annual base salary or target bonus or a material reduction in employee benefits, (c) a material change in circumstances as determined by Mr. Williams, (d) the liquidation, dissolution, merger, consolidation or reorganization of CONSOL Energy or transfer of substantially all of CONSOL Energy’s business or assets or (e) the relocation of Mr. William’s principal work location to a location that increases his normal commute by more than 50 miles or that requires travel increases by an unreasonable amount or (2) other than for cause, death or disability, not more than three months prior to the date on which a change in control occurs or, at the request of a third party who initiates a change in control, Mr. Williams would receive: (a) a lump sum cash payment equal to (A) a multiple of two (2) times Mr. Williams’s base pay, plus (B) a multiple of two (2) times Mr. Williams’s incentive pay; (b) a pro-rated payment of his incentive pay for the year in which Mr. Williams’s termination of employment occurs; (c) the continuation of medical and dental coverage for 24 months (or a lump sum payment in lieu of continuation); (d) a lump sum cash payment equal to the total amount that Mr. Williams would

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have received under CONSOL Energy’s 401(k) plan as a company match if Mr. Williams was eligible to participate in CONSOL Energy’s 401(k) plan for 24 months after his termination date and he contributed the maximum amount to the plan for the match; (e) a lump sum cash payment equal to the difference between the present value of his accrued pension benefits at his termination date under CONSOL Energy’s qualified defined benefit plan and (if eligible) its pension restoration plan and the present value of the accrued pension benefits to which Mr. Williams would have been entitled under the pension plans if he had continued participation in those plans for 24 months after his termination date; (f) a lump sum cash payment of $25,000 in order to cover the cost of outplacement assistance services and other expenses associated with seeking other employment; and (g) any amounts earned, accrued or owing but not yet paid as of Mr. Williams’s termination date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of CONSOL Energy. In addition upon a change in control, all equity will become fully vested and/or exercisable on the date the change in control occurs and all stock options or stock appreciation rights will remain exercisable for the period set forth in the applicable award agreement.