Financial analysis presentation materials, dated March 20, 2010

Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus" or "we") has been advised that CONSOL Energy Inc. (“CONSOL” or

the "Company“), is contemplating a tender offer (the “Tender Offer”) pursuant to which the Company (or a subsidiary of the

Company) will offer to purchase each outstanding share of common stock of CNX Gas Inc. (“CNX Gas”) not already owned by the

Company or its subsidiaries for cash at a price per share of $38.25 (the “Offer Price”). If the Tender Offer conditions are satisfied,

CNX Gas will be promptly merged with and into a subsidiary of CONSOL, with the surviving entity being a wholly owned

subsidiary of CONSOL (such merger, together with the Tender Offer, the “Proposed Transaction”).

The Board of Directors of the Company (the "Board") has requested Stifel Nicolaus’ opinion as to the fairness to the Company, from

a financial point of view, of the Offer Price to be paid by the Company to the minority shareholders of CNX Gas in the Proposed

Transaction (the “Opinion").

These materials are being presented to the Board in support of our written Opinion. These materials do not, however, constitute our

Opinion and are provided for informational purposes only. Our Opinion is limited to the terms of our written Opinion. The

following presentation summarizes the financial analyses we employed in reaching our Opinion and is qualified in its entirety by

reference to the full text of the Opinion.

In connection with the preparation of these materials, we have relied upon and assumed, without independent verification, the

accuracy and completeness of all financial, operating and other information that was made available, supplied, or otherwise

communicated to Stifel Nicolaus by or on behalf of the Company, the Board or their respective advisors and other publicly available

information. Stifel Nicolaus has also relied upon the management of the Company as to the reasonableness and achievability of the

financial forecasts and projections (and the assumptions and bases therein) provided to us by the Company, and we have assumed

such forecasts and projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of

the management of the Company as to the future operating and financial performance of the Company and CNX Gas.

Stifel Nicolaus has relied on these forecasts and projections without independent verification or analyses and does not in any

respect assume any responsibility for the accuracy or completeness thereof. In arriving at the conclusion of our Opinion, we have

not been requested to make, nor have we made, an independent evaluation of cash flow forecasts of the Company or CNX Gas or

any appraisal of the assets or liabilities of the Company or CNX Gas. No companies or transactions utilized in our analyses were

identical to CNX Gas. Please refer to the Opinion for a summary of the materials reviewed and other due diligence performed by

Stifel Nicolaus in connection with this engagement.

We believe that our analysis should be considered as a whole, and that selecting portions of our analysis and the factors we

considered, without considering all analyses and factors, could be misleading. The preparation of a fairness opinion is a complex

process and, as a result, fairness opinions are not necessarily susceptible to partial analysis or summary description. In our

analysis we made numerous assumptions where necessary with respect to industry performance, and general business or economic

conditions, many of which are beyond the control of the Company. Our Opinion is necessarily based upon economic, market,

financial and other conditions and circumstances as they exist on, and on the information made available to us as of, the date of the

Opinion. We have assumed that the Proposed Transaction will be consummated on the terms and conditions provided to us by the

management of the Company, without any material modification or waiver of any material terms or conditions thereto, and that

that the Tender Offer documents, which we have not reviewed, will reflect such terms and conditions. It should be understood that,

although subsequent developments may affect the Opinion or the analyses or information set forth in these materials, we do not

have any obligation to update, revise or reaffirm our Opinion.

Our

Opinion

limited

whether

the

Offer

Price

proposed

paid

the

Company

the

minority

shareholders

CNX

Gas

the

Proposed Transaction is fair to the Company from a financial point of view. Neither our Opinion nor these materials consider, address

include:

(i)

any

other

alternatives

currently

(or

which

have

been

may

be)

contemplated

the

Company

the

Board;

(ii)

the

legal, tax or accounting consequences of the Proposed Transaction on the Company or the holders of the Company’s securities; (iii) the

fairness of the amount or nature of any compensation to any of the Company’s officers, directors or employees, or class of such persons,

relative to the compensation to the Company or the public holders of the Company’s securities; (iv) any advice or opinions provided by

any other advisor to the Company or the Board; or (v) whether the Company has sufficient cash, available lines of credit or other

sources of financing to pay the aggregate cash consideration to CNX Gas.

Furthermore, we do not express any opinion herein or in our Opinion as to the prices, trading range or volume at which the securities of

the Company or CNX Gas will trade following public announcement or consummation of the Proposed Transaction.

It is understood that these materials are solely for the information of, and directed to, the Board for its information and assistance in

connection with its evaluation of the financial terms of the Proposed Transaction and are not to be relied upon by any shareholder of

the Company or any other person or entity.

These materials do not constitute a recommendation to the Company or the Board as to whether the Company should commence the

Tender Offer or effect the Proposed Transaction. Neither our Opinion nor these materials compare the relative merits of the Proposed

Transaction with any other alternative transaction which may have been available to the Company or address the underlying business

decision of the Board or the Company to proceed with or effect the Proposed Transaction. Stifel Nicolaus was not requested to, and did

not, explore alternatives to the Proposed Transaction.

These

materials

and

our

Opinion

were

approved

Stifel

Nicolaus’

Fairness

Opinion

Committee.

These

materials

are

not

quoted

or referred to, in whole or in part, in any registration statement, prospectus, proxy statement, tender offer statement or

solicitation/recommendation statement or in any other document used in connection with an offering or sale of securities, a tender for

securities, or to seek any approval for the Proposed Transaction, nor shall this presentation be used for any other purposes, without the

prior written consent of Stifel Nicolaus.

We have acted as financial advisor to the Board in connection with the Proposed Transaction and will receive a fee upon the delivery

our

Opinion.

will

receive

additional

fee

contingent

upon

consummation

the

Proposed

Transaction.

addition,

the

Company

has

agreed

indemnify

for

certain

liabilities

arising

out

our

engagement.

Stifel

Nicolaus

has

the

past

executed

several occasions block trades on standard brokerage terms for the Company in connection with its repurchases of stock pursuant to its

issuer

repurchase

program.

Stifel

Nicolaus

has

also

provided

fairness

opinion

the

Board

connection

with

the

Company’s

acquisition

certain

assets

from

Dominion

Resources,

Inc.

March

2010.

There

are

other

material

relationships

that

existed

during the two years prior to the date of our opinion or that are mutually understood to be contemplated in which any compensation

was received or is intended to be received as a result of the relationship between Stifel Nicolaus and any party to the Proposed

Transaction. Stifel Nicolaus may seek to provide investment banking services to the Company or its affiliates in the future, for which

would

seek

customary

compensation.

the

ordinary

course

business,

Stifel

Nicolaus

and

its

clients

may

transact

the

securities

the

Company

and,

accordingly,

may

any

time

hold

long

short

position

such

securities.

Transaction Overview

CONSOL intends to commence a tender offer for each outstanding share of common stock of CNX Gas not already

owned by the Company or its subsidiaries for an offer price of $38.25 per share

Equity Value: $963.4 million

The Tender Offer is conditional upon, among other things:

The completion of $4.5 billion of permanent financing transactions by CONSOL related to acquisition of certain

exploration and production assets from Dominion Resources, Inc. (“Platinum Financing Transactions”)

The tender of a majority of the outstanding shares of CNX Gas not owned by CONSOL without regard to any shares

of CNX Gas owned by directors or management at either CONSOL or CNX Gas, such condition being irrevocable

Government and regulatory approvals, including expiration of HSR

waiting period

None of the parties to the Tender Offer documents shall be subject to any decrees, order or injunction of a U.S. court

of competent jurisdiction that prohibits the consummation of the

Tender Offer

The Tender Offer is scheduled to commence post closing of the Platinum Financing Transactions

Transaction Overview

Transaction Summary

Unless otherwise noted, for

purposes of this presentation

CNX Gas’s price is $30.80 per

share (3/19/2010 close)

CNX Gas basic shares

outstanding of 151.0 million,

per CNX Gas 12/31/2009 10K,

excluding 1.4 million options

outstanding

Assumed 16.7% public

ownership of CNX Gas

Current

Offer

3/12/2010

(1)

(Dollars in millions, except per share data)

30.80

38.25

26.23

Implied Premium to 3/19/2010 Price of $30.80

0.0%

24.2%

45.8%

(1)

Implied Equity Value

4,650

5,775

3,960

Plus: Total Debt

(2)

128

Less: Cash

(2)

Implied Enterprise Value

4,777

5,902

4,087

Implied Equity Value - Public

776

963

661

CNX Gas Financial Statistics

(3)

Implied Multiples

EBITDA

CY 2010E

416

11.5x

14.2x

9.8x

CY 2011E

430

11.1x

13.7x

9.5x

CY 2012E

563

8.5x

10.5x

7.3x

EPS

CY 2010E

1.25

24.6x

30.6x

21.0x

CY 2011E

1.29

23.8x

29.6x

20.3x

CY 2012E

1.57

19.6x

24.4x

16.7x

CNX Gas Reserve Data

(4)

Implied EV Per MMcf

Reserves

Proved

1,911

2.50

3.09

2.14

(Bcf)

Evaluated 3P

6,500

0.73

0.91

0.63

Resource Potential

18,050

0.26

0.33

0.23

Implied EV % Per PV-10

PV-10

Proved

1,480

323%

399%

276%

Transaction Overview

(1) Day prior to Dominion transaction announcement. Implied premium is from Offer Price to price on 3/12/2010

(2) Source: CNX Gas 12/31/2009 10K. Total debt includes non-controlling interest

(3) CNX Gas projected financial information based on Bloomberg Consensus as of 3/19/2010

(4) 2009A data from CNX Gas 12/31/2009 10K and CNX Gas 1/25/2010 press release

CNX Gas Overview

(1) Closing price as of 3/19/2010

(2) CNX Gas shares outstanding from 12/31/2009 10K. Includes 151.0 million basic shares outstanding only

(3) 16.7% of CNX Gas basic shares outstanding held by public shareholders. Source: CNX Gas 12/31/2009 10K

(4) 83.3% of CNX Gas basic shares outstanding held by CONSOL. Source: CNX Gas 12/31/2009 10K

(5) Source: CNX Gas 12/31/2009 10K. Total debt includes non-controlling interest

(6) Source: CNX Gas projected financial information based on Bloomberg Consensus as of 3/19/2010

(7) Source:

2009A

data

from

CNX

Gas

12/31/2009

10K

and

CNX

Gas

1/25/2010

press

release

(Dollars in millions, except per share data)

Market Data

Summary Financials and Valuation Metrics

Reserves (Bcf) and Valuation Metrics

Share Price

(1)

30.80

EBITDA

(6)

Proved Reserves

(7)

1,911

52-Week High (10/22/2009)

36.00

2010E

416

Evaluated 3P Reserves

(7)

6,500

Discount to LTM High

(14.4%)

2011E

430

Resource Potential (Midpoint)

(7)

18,050

52-Week Low (3/18/2009)

22.99

2012E

563

Proved PV-10

(7)

1,480

Premium to LTM Low

34.0%

Enterprise Value/EBITDA

EV/Proved Reserves

2.50

Basic

Outstanding

Public

(2)(3)

2010E

11.5x

EV/Evaluated 3P Reserves

0.73

Basic

Outstanding

CONSOL

(2)(4)

126

2011E

11.1x

EV/Resource Potential

0.26

Basic Shares Outstanding

(2)

151

2012E

8.5x

EV Value/PV-10

323%

Market Capitalization

4,650

EPS

(6)

Plus: Total Debt

(5)

128

2010E

1.25

Less: Cash

(5)

2011E

1.29

Total Enterprise Value

4,777

2012E

1.57

Price/Earnings

2010E

24.6x

2011E

23.8x

2012E

19.6x

CNX Gas Top 25 Institutional Shareholders at 12/31/2009

% Current

Institutional Holders

Shares Held

% Held

Float

T. Rowe Price Associates, Inc.

9,474,116

6.3%

38.0%

Advisory Research, Inc.

3,900,793

2.6%

15.7%

BlackRock Global Investors

1,672,976

1.1%

6.7%

Chilton Investment Co. LLC

1,438,330

1.0%

5.8%

Vanguard Group, Inc.

1,076,899

0.7%

4.3%

BlackRock Advisors LLC

627,875

0.4%

2.5%

Standard Life Investments Ltd.

388,500

0.3%

1.6%

First Pacific Advisors LLC

353,300

0.2%

1.4%

State Street Global Advisors

288,747

0.2%

1.2%

Bank of New York Mellon Asset Management

270,068

0.2%

1.1%

BlackRock Investment Management (UK) Ltd.

250,991

0.2%

1.0%

Eagle Asset Management, Inc.

216,830

0.1%

0.9%

Renaissance Technologies LLC

205,700

0.1%

0.8%

TIAA-CREF Asset Management LLC

189,983

0.1%

0.8%

Norges Bank Investment Management

176,994

0.1%

0.7%

Northwestern Investment Management Co. LLC

168,600

0.1%

0.7%

Dimensional Fund Advisors, Inc.

128,511

0.1%

0.5%

Mellon Capital Management

124,684

0.1%

0.5%

Blackthorn Investment Group LLC

120,000

0.1%

0.5%

CR Intrinsic Investors LLC

119,218

0.1%

0.5%

Northern Trust Investments

110,622

0.1%

0.4%

Comerica Asset Management

106,018

0.1%

0.4%

Deutsche Bank Investment Management, Inc.

103,739

0.1%

0.4%

GW Capital Management LLC

102,000

0.1%

0.4%

Aronson & Johnson & Ortiz LP

101,600

0.1%

0.4%

Top 10 Institutional Holdings

19,491,604

12.9%

78.3%

Top 15 Institutional Holdings

20,532,102

13.6%

82.5%

Top 20 Institutional Holdings

21,193,115

14.0%

85.1%

Top 25 Institutional Holdings

21,717,094

14.4%

87.2%

Total Basic Shares Outstanding

150,986,918

100.0%

Source: FactSet

Note: Current float is 25 million shares as of 3/19/2010

CNX Gas Overview

Comparable Companies Valuation

Valuation Summary

(Dollars in millions, except per share data)

Current

Price

Market

Net

Enterprise

Net Debt/

EBITDA

EV/EBITDA

Company (Ticker)

3/19/2010

Cap.

Debt

Value

09 EBITDA

2009A

2010E

2011E

2012E

2010E

2011E

2012E

Southwestern Energy Co. (SWN)

39.60

13,705

995

14,700

0.7x

1,368

1,884

2,506

3,331

7.8x

5.9x

4.4x

Range Resources Corp. (RRC)

47.76

7,601

1,707

9,308

3.1x

547

796

1,056

1,426

11.7x

8.8x

6.5x

Petrohawk Energy Corp. (HK)

20.32

6,121

2,640

8,761

3.9x

684

1,087

1,338

1,527

8.1x

6.5x

5.7x

Ultra Petroleum Corp. (UPL)

44.24

6,727

781

7,508

1.3x

583

907

1,224

1,642

8.3x

6.1x

4.6x

Atlas Energy Inc. (ATLS)

32.96

2,578

767

3,345

2.3x

332

277

320

12.1x

10.5x

Cabot Oil & Gas Corp. (COG)

38.14

3,960

765

4,725

1.4x

554

645

714

832

7.3x

6.6x

5.7x

Minimum

0.7x

332

277

320

832

7.3x

5.9x

4.4x

Median

1.8x

569

851

1,140

1,527

8.2x

6.6x

5.7x

Mean

2.1x

678

933

1,193

1,752

9.2x

7.4x

5.4x

Maximum

3.9x

1,368

1,884

2,506

3,331

12.1x

10.5x

6.5x

CNX Gas Corp. (CXG)

30.80

4,650

127

4,777

0.3x

378

416

430

563

11.5x

11.1x

8.5x

CNX Gas at Offer Price

38.25

5,775

127

5,902

0.3x

378

416

430

563

14.2x

13.7x

10.5x

Proved

Net Debt/

Resource

Proved/

Daily

EV/

Proved

Percent

R/P

Proved

Potential

Resource

Production

Proved

EV/

Potential

Production

Company (Ticker)

Bcfe

Developed

Ratio

Bcfe

PV-10

Bcfe

Potential

(Mcfe/d)

($/Mcfe)

PV-10

($/Mcfe)

($/Mcfe/d)

Southwestern Energy Co. (SWN)

3,656

54.1%

12.2x

0.27

2,304

19,297

19%

823,134

4.02

638%

0.76

17,859

Range Resources Corp. (RRC)

3,129

55.2%

19.7x

0.55

2,593

26,000

12%

435,926

2.97

359%

0.36

21,352

Petrohawk Energy Corp. (HK)

2,743

32.9%

15.0x

0.96

1,532

31,000

501,797

3.19

572%

0.28

17,459

Ultra Petroleum Corp. (UPL)

3,912

41.2%

21.7x

0.20

2,887

23,000

17%

493,449

1.92

260%

0.33

15,216

Atlas Energy Inc. (ATLS)

1,020

52.5%

27.6x

0.75

436

13,000

101,238

3.28

766%

0.26

33,043

Cabot Oil & Gas Corp. (COG)

2,060

64.3%

20.0x

0.37

1,632

9,119

23%

281,704

2.29

290%

0.52

16,771

Minimum

32.9%

12.2x

0.20

436

9,119

101,238

1.92

260%

0.26

15,216

Median

53.3%

19.8x

0.46

1,968

21,149

15%

464,688

3.08

465%

0.34

17,659

Mean

50.0%

19.4x

0.52

1,897

20,236

15%

439,542

2.95

481%

0.42

20,283

Maximum

64.3%

27.6x

0.96

2,887

31,000

23%

823,134

4.02

766%

0.76

33,043

CNX Gas Corp. (CXG)

1,911

54.4%

20.2x

0.07

1,480

18,050

11%

258,671

2.50

323%

0.26

18,468

CNX Gas at Offer Price

1,911

54.4%

20.2x

0.07

1,480

18,050

11%

258,671

3.09

399%

0.33

22,816

Sources: Company filings, company presentations, Bloomberg.

Notes:

Balance sheet, reserves and production data and as of 12/31/2009; reserves pro forma for divestitures and acquisitions

EBITDA estimates based on Bloomberg Consensus as of 3/19/2010

Comparable Companies Valuation

Valuation Summary

Note:

2011

2012

comparable

growth

rates

exclude

Atlas

Energy

since

2012

data

was

not

available

2010 to 2011 EBITDA Growth

11%

28%

25%

35%

10%

15%

20%

25%

30%

35%

40%

Minimum

Median

Mean

Maximum

CNX Gas Growth Rate:

2011 to 2012 EBITDA Growth

14%

33%

27%

35%

10%

15%

20%

25%

30%

35%

40%

Minimum

Median

Mean

Maximum

CNX Gas Growth Rate:

31%

EBITDA Growth

2010 - 2011

2011 - 2012

Southwestern Energy Co. (SWN)

33%

Range Resources Corp. (RRC)

33%

35%

Petrohawk Energy Corp. (HK)

23%

14%

Ultra Petroleum Corp. (UPL)

35%

34%

Atlas Energy Inc. (ATLS)

16%

Cabot Oil & Gas Corp. (COG)

11%

17%

Minimum

11%

14%

Median

28%

33%

Mean

25%

27%

Maximum

35%

CNX Gas Corp. (CXG)

31%

Comparable Companies Valuation

Valuation Summary

Enterprise Value to PV-10

260%

465%

481%

766%

100%

200%

300%

400%

500%

600%

700%

800%

900%

Minimum

Median

Mean

Maximum

Implied CNX Gas Value:

399%

Proved Reserve Value

$1.92

$3.08

$2.95

$4.02

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

Minimum

Median

Mean

Maximum

Implied CNX Gas Value:

$3.09

Resource Potential Value

$0.26

$0.34

$0.42

$0.76

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

Minimum

Median

Mean

Maximum

Implied CNX Gas Value:

$0.33

Enterprise Value to 2010 EBITDA

7.3x

8.2x

9.2x

12.1x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Minimum

Median

Mean

Maximum

Implied CNX Gas Value:

14.2x

Selected Precedent E&P Transactions

Precedent transactions were selected based on the following criteria:

Transaction values greater than $250 million in the U.S. E&P sector since 1/1/2005

Excludes transactions where financial information is unavailable

(Dollars in millions, except per share data)

Method of

Enterprise

Equity

Premium

Announce

Buyer Name

Seller Name

Payment

Value

1 Day

5 Day

30 Day

12/14/2009

Pending

ExxonMobil Corp.

XTO Energy, Inc.

Stock

40,361

30,000

25%

26%

18%

11/1/2009

3/10/2010

Denbury Resources, Inc.

Encore Acquisition Co.

Combo

4,054

2,799

35%

18%

28%

4/27/2009

9/29/2009

Atlas America, Inc.

Atlas Energy Resources LLC

Stock

1,016

481

37%

4/30/2008

8/28/2008

Stone Energy Corp.

Bois d'Arc Energy, Inc.

Combo

1,696

1,654

(4%)

7/17/2007

11/6/2007

Plains Exploration & Production Co.

Pogo Producing Co.

Combo

5,291

3,473

17%

1/7/2007

6/6/2007

Forest Oil Corp.

Houston Exploration Co.

Combo

2,086

1,742

(4%)

6/23/2006

8/23/2006

Anadarko Petroleum Corp.

Western Gas Resources, Inc.

Cash

5,239

4,647

49%

45%

28%

6/23/2006

8/10/2006

Anadarko Petroleum Corp.

Kerr-McGee Corp.

Cash

18,121

16,004

40%

37%

33%

4/21/2006

7/12/2006

Petrohawk Energy Corp.

KCS Energy, Inc.

Combo

1,767

1,499

13%

25%

1/23/2006

7/3/2006

Helix Energy Solutions Group, Inc.

Remington Oil & Gas Corp.

Combo

1,249

1,288

17%

20%

18%

12/12/2005

3/31/2006

ConocoPhillips

Burlington Resources, Inc.

Combo

36,039

34,962

22%

24%

39%

10/13/2005

1/30/2006

Occidental Petroleum Corp.

Vintage Petroleum, Inc.

Combo

3,899

3,504

34%

32%

25%

9/19/2005

12/14/2005

Norsk Hydro ASA

Spinnaker Exploration Co.

Cash

2,335

2,238

35%

45%

52%

4/4/2005

8/10/2005

ChevronTexaco Corp.

Unocal Corp.

Combo

17,622

17,705

11%

4/4/2005

7/29/2005

Petrohawk Energy Corp.

Mission Resources Corp.

Combo

511

347

14%

16%

1/26/2005

6/7/2005

Cimarex Energy Co.

Magnum Hunter Resources, Inc.

Stock

2,194

1,569

25%

27%

29%

Minimum

(4%)

Median

20%

19%

25%

Mean

20%

21%

22%

Maximum

49%

45%

52%

CONSOL

CNX Gas

Cash

5,902

5,775

24%

26%

41%

Sources: FactSet MergerStat, John S. Herold

Valuation Summary

Stock

(3 Deals)

18.5%

Cash

(3 Deals)

18.5%

Combination

(10 Deals)

62.5%

Selected Precedent E&P Transactions

Sample set includes public E&P transactions (n=16) since January

1, 2005

Transaction values greater than $250 million

Excludes foreign sellers

Approximately 62.5%, 18.5%, and 18.5% of the precedent public E&P transactions utilized a combination (n=10), all cash

(n=3), and all stock (n=3) as the form of the consideration, respectively

All-cash deals had significantly higher 1 day, 5 day and 30 day premiums

•Consideration Offered in E&P Transactions

•Mean Premiums Paid by Consideration Offered

Valuation Summary

Sources: FactSet MergerStat, John S. Herold

17%

20%

28%

41%

42%

38%

15%

16%

20%

21%

22%

10%

15%

20%

25%

30%

35%

40%

45%

1 Day

5 Day

30 Day

Stock

Cash

Combination

Total

Selected Precedent Parent/Subsidiary Transactions

Precedent transactions were selected based on the following criteria:

Minority cash buy-in transactions with values greater than $200 million since 1/1/2005

Excludes transactions where financial information is unavailable

Sources: FactSet MergerStat, John S. Herold

Valuation Summary

Enterprise

Equity

Percent

Premium

Announce

Buyer Name

Seller Name

Value

Sought

1 Day

5 Day

30 Day

9/4/2009

10/22/2009

Fairfax Financial Holdings

Odyssey Re Holdings Corp.

3,434

1,041

27.4

19%

20%

36%

8/12/2008

9/29/2008

Mitsubishi UFJ Financial Group, Inc.

UnionBanCal Corp.

18,427

3,586

34.6

26%

29%

77%

7/21/2008

3/26/2009

Roche Holding AG

Genentech, Inc.

102,192

46,763

44.3

16%

26%

28%

3/10/2008

1/2/2009

Nationwide Mutual Insurance Co.

Nationwide Financial Services, Inc.

9,091

2,426

33.7

38%

29%

26%

11/5/2007

4/15/2008

Alfa Mutual Insurance Co.

Alfa Corp.

1,925

856

45.9

26%

23%

22%

10/23/2007

5/9/2008

Goldman Sachs Group, Macquarie Infrastructure

Waste Industries USA, Inc.

695

376

49.0

33%

41%

25%

2/22/2007

9/28/2007

American Financial Group, Inc.

Great American Financial Resources, Inc.

1,194

225

19.0

13%

15%

1/24/2007

9/27/2007

American International Group, Inc.

21st Century Insurance Group

2,090

811

39.3

35%

29%

27%

11/20/2006

4/20/2007

Toronto-Dominion Bank

TD Banknorth, Inc.

10,161

3,189

43.0

10%

10/9/2006

6/22/2007

Valcon Acquisition Holding

NetRatings, Inc.

749

296

39.5

44%

45%

42%

3/17/2006

7/26/2006

William Lyons

William Lyon Homes

1,563

240

25.5

44%

51%

10%

2/6/2006

5/16/2006

Lafarge SA

Lafarge North America, Inc.

6,405

2,870

46.8

33%

34%

57%

9/1/2005

11/9/2005

Seven & I Holdings Co., Ltd.

7-Eleven, Inc.

6,713

1,284

22.7

32%

31%

14%

2/21/2005

7/21/2005

Novartis AG

Eon Labs, Inc.

2,557

831

30.2

11%

14%

Minimum

Median

29%

26%

Mean

27%

28%

Maximum

44%

51%

77%

CONSOL

CNX Gas

5,902

5,775

17%

24%

26%

41%

Implied Price Per Share

Valuation Summary

Methodology

Implied Value of CNX Gas Share Price

$29.63

$29.43

$29.58

$32.81

$33.21

$33.32

$23.45

$29.92

$24.65

$19.33

$45.93

$44.56

$46.73

$44.39

$46.36

$54.67

$50.05

$90.23

$74.28

$32.40

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

$70.00

$80.00

$90.00

$100.0

Public E&P (1-Day Premium)

Public E&P (5-Day Premium)

Public E&P (30-Day Premium)

Parent/Subsidiary (1-Day Premium)

Parent/Subsidary (5-Day Premium)

Parent/Subsidary (30-Day Premium)

Proved Reserve Value

Resource Potential Value

Enterprise Value to PV-10

Enterprise Value to 2010 EBITDA

Comparable Company Analysis

Precedent Transactions Analysis

Current Share Price:

$30.80

Offer Price:

$38.25

Transaction Assumptions

Financing

Total raise of $1.0 billion based on Company management’s guidance as of 3/20/2010 (excluding shoe)

–

$388.9 million equity offering

Offer price of $45.00 per share

–

$611.1 million senior notes offering

Interest rate of 8.375%

Projections

CONSOL projected 2010, 2011 and 2012 financial information provided by Company management on 3/19/2010

CNX Gas projected 2010, 2011 and 2012 financial information provided by Company management on 3/19/2010

Shares outstanding

CONSOL shares outstanding per CONSOL 12/31/2009 10K

–

181.2 million basic shares outstanding; for purposes of this analysis, options outstanding have not been

considered

CNX Gas shares outstanding per CNX Gas 12/31/2009 10K

–

151.0 million basic shares outstanding; for purposes of this analysis, options outstanding have not been

considered

83.3% of CNX Gas basic shares outstanding are held by CONSOL and

16.7% of CNX Gas basic shares outstanding are

held by public shareholders

Does not assume any cost savings from synergies

Pro forma tax rate of 30%

Assumes transaction completed on 1/1/2010

Pro Forma Transaction Analysis

Pro Forma Statement of Operations

Sources:

CONSOL projected financial information provided by Company management on 3/19/2010

CNX Gas projected financial information provided by Company management on 3/19/2010

Notes:

Does not assume any cost savings from synergies

Pro Forma EPS excludes reduction of projected interest income due to annual dividend of $0.40 that would be paid to CNX Gas shareholders in CONSOL

Pro Forma EPS excludes post-closing purchase accounting adjustments that may include, among others, the step-up of PP&E to Fair Market Value and the resulting increase to DD&A, as

well as allocation of purchase price to intangible assets

Pro Forma Transaction Analysis

2010E

2011E

2012E

(Dollars in millions, except per share data)

CONSOL

CNX Gas

Trans. Adj.

Pro Forma

CONSOL

CNX Gas

Trans. Adj.

Pro Forma

CONSOL

CNX Gas

Trans. Adj.

Pro Forma

Total Revenues

4,811

782

4,811

4,792

922

4,792

5,193

1,319

5,193

Costs:

Total Operating Expenses, Excl. DD&A

3,640

363

3,640

3,500

429

3,500

3,588

541

3,588

Depreciation, Depletion, Amortization & Accretion

509

147

509

534

160

534

608

219

608

Interest Expense

Non-controlling Interest

(1)

Pre-Tax Income

622

265

584

722

324

671

970

546

918

Income Taxes

(185)

(99)

(175)

(215)

(125)

(201)

(310)

(211)

(276)

Effective Tax Rate

30%

38%

30%

39%

30%

32%

39%

30%

Net Income

438

166

409

507

199

469

660

335

643

Minority Interest

(28)

(33)

(56)

Net Income Less Minority Interest

410

166

409

473

199

469

604

335

643

Diluted Earnings Per Share

2.26

1.10

2.15

2.61

1.32

2.47

3.34

2.22

3.39

Diluted Shares Outstanding

181

151

190

181

151

190

181

151

190

EBITDA

1,142

420

1,142

1,258

494

1,258

1,547

778

1,547

Accretion/Dilution

Analysis

–

100%

Cash

Consideration

Pro Forma Transaction Analysis

(Dollars in millions, except per share data)

Offer Price per Share

38.25

Implied Premium to 3/19/2010 Price of $30.80

24.2%

Implied CNX Gas Equity Valuation -

Public

963

Cash Consideration

963

Stock Consideration

CONSOL Shares Issued in Equity Offering at $45.00

Pro Forma CONSOL Shares Outstanding

190

Accretion / Dilution

CY 2010E

CY 2011E

CY 2012E

Standalone Earnings per Share

2.26

2.61

3.34

Pro Forma Earnings per Share

(1)(2)

2.15

2.47

3.39

% Accretion / (Dilution)

(4.9%)

(5.4%)

1.5%

$ Accretion / (Dilution) per Share

(0.11)

(0.14)

0.05

(1) Pro Forma EPS excludes reduction of projected interest income due to annual dividend of $0.40 that would be paid to CNX Gas shareholders in CONSOL

(2)

Pro Forma EPS excludes post-closing purchase accounting adjustments that may include, among others, the step-up of PP&E to Fair Market Value and the resulting increase

to DD&A, as well as allocation of purchase price to intangible assets