CONSOL Energy Inc. DEFINED CONTRIBUTION RESTORATION PLAN Effective January 1, 2012 ARTICLE I - GENERAL PROVISIONS

For the purpose of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

(i)    the acquisition after the date hereof by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 35% of the combined voting power of the then outstanding voting stock of the Company; provided, however, that for purposes of this subsection (i), the following acquisitions will not constitute a Change in Control: (A) any issuance of voting stock of the Company directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii), below), (B) any acquisition by the Company of voting stock of the Company, (C) any acquisition of voting stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (D) any acquisition of voting stock of the Company by an underwriter holding securities of the Company in connection with a public offering thereof, or (E) any acquisition of voting stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii), below; or

(ii)    individuals who constitute the Board as of the Effective Date (the "Incumbent Board," as modified by this subsection (ii)), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two‑thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) will be deemed to have then been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)    consummation of a reorganization, merger or consolidation of the Company or a direct or indirect wholly owned subsidiary thereof, a sale or other disposition (whether by sale, taxable or nontaxable exchange, formation of a joint venture or otherwise) of all or substantially all of the assets of the Company, or other transaction involving the Company (each, a "Business Combination"), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person other than the Company beneficially owns 25% or more of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (disregarding all "acquisitions" described in clauses (A) - (C) of subsection (i)), and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii).

Notwithstanding the foregoing or any provision of this Agreement to the contrary, it is intended that the forgoing definition of Change in Control qualify as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Treas. Reg. § 1.409A-3(i)(5), and this Agreement shall be interpreted and construed to effectuate such intent.

a)Participation in the Plan is limited to officers and key management employees of the Company and its Subsidiaries who are designated by the Committee as eligible to participate in the Plan and who are within the category of a select group of management and highly compensated employees as referred to in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Unless and until changed by the Committee, an employee of the Company or a Subsidiary will only be eligible if the employee has Compensation in excess of the Compensation Limit. Notwithstanding the foregoing or any provision of this agreement to the contrary, an employee who is eligible to participate and accrue benefits in the CONSOL Energy Inc. Supplemental Retirement Plan at any time during an Award Period shall be ineligible to participate in the Plan.

b)A Participant shall cease to be a Participant upon receiving payment for the full amount of benefits to which the Participant is entitled under the Plan or if such benefits are forfeited pursuant to the terms of the Plan.

c)Notwithstanding anything in this Plan to the contrary, the Committee may terminate a Participant's participation in the Plan at any time, in its sole and absolute discretion. If Participant no longer meets the basic eligibility standards, the Participant's participation in the Plan shall automatically terminate, with no further act on the part of the Committee, Company, Investment Committee, or any Subsidiary, and the Participant shall cease to continue to participate in, and accrue benefits under, this Plan except as specifically provided hereunder.

d)A Participant must be employed on September 30th of an Award Period to be eligible to receive a Compensation Credit for such Award Period.

a)    Notwithstanding anything in this Plan to the contrary, if (i) a Participant's employment with the Company or any Subsidiary terminates on account of Cause (which includes voluntary resignation in lieu of involuntary termination on account of Cause), or (ii) Cause otherwise exists at any time by reason of a violation of Subsection (ii) or (iv) of the definition of Cause, or if such a violation is discovered following the date a Participant's employment with the Company or any Subsidiary has terminated, regardless of the reason for such termination (any of which is a "Cause Event"), no benefits will be payable hereunder. Additionally, all benefits of any nature, whether vested or unvested, shall be forfeited without payment by the Plan, the Company or any Subsidiary and the Participant shall have no further rights under the Plan.

b)    In addition to the forfeiture provisions set forth in Section 3.2(a), and in addition to any other rights at law or in equity, in the event a Cause Event occurs with respect to a Participant, each Participant, by participating in this Plan, agrees that within ten (10) days after the date the Company provides such Participant notice of the occurrence of a Cause Event, the Participant shall pay to the Company in cash an amount equal to any and all distributions paid to or on behalf of such Participant under this Plan within the six (6) month period prior to the date of the Company provides notice of the Cause Event. Each Participant agrees that failure to make such timely payment to the Company constitutes an independent and material breach of the terms and conditions of this Plan, for which the Company may seek recovery of the unpaid amount as liquidated damages, in addition to all other rights and remedies the Company may have resulting from a determination that Cause exists. The Participants agree that timely payment to the Company, as set forth in this provision of the Plan, is reasonable and necessary because the compensatory damages that will result from a Cause determination cannot readily be ascertained. Further, the Participants agree that timely payment to the Company as set forth in this provision of the Plan is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company, including without limitation those set forth in this Section 3.2 and in any employment or other agreement between the Participant and the Company.

c)    For purposes of Section 2.6 and this Section 3.2, the term "Subsidiary" shall be determined solely on the basis of whether the Company owns or otherwise controls, directly or indirectly, stock or other ownership interests having the voting power to elect a majority of the board of directors, or other governing group having functions similar to a board of directors, and not on the basis of whether the entity has adopted this Plan.

A = 9% times (Base Salary plus Bonus); less

B = 6% times the lesser of: (i) Base Salary; or (ii) the Compensation Limit in effect during the Award Period.

a)    Except as otherwise provided herein, a Participant's Compensation Credits for an Award Period shall be added to the Participant's Account on or about April 1st following the end of the Award Period.

b)    Interest Credits, if any, will be credited annually to each Participant's Account in accordance with the procedures established by Investment Committee. All Interest Credits will cease upon commencement of benefits. No Interest Credits will be credited for the year in which benefits commence.

For purposes of this Section 4.4, Normal Retirement, Early Retirement and Incapacity Retirement will have the meanings ascribed to them in the Qualified Plan.

a)    Benefits shall be paid in two hundred forty (240) equal monthly installments, which each installment equal to the value of the Account at commencement divided by two hundred forty (240). Benefits shall commence in the month immediately following the later to occur of: (i) the month in which Participant turns age 60; or (ii) the month containing the six-month anniversary date of the Participant's Separation From Service.

b)    A Participant may designate a Beneficiary as provided under Article VI hereunder. The Beneficiary will be eligible to receive the balance of the monthly installments that the Participant does not receive on account of the death of the Participant. Said balance shall be paid in the same monthly amount, and at the same time and manner as the Participant was receiving prior to his or her death for the remainder of the two hundred forty (240) month term.

a)The Participant's surviving spouse;

b)The Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves surviving issue, then such issue shall take by right of representation the share the deceased child would have taken if living; or

c)The Participant's estate.

Duties. The Investment Committee as defined in Section 1.17 of the Qualified Plan (the "Retirement Board") (and the Committee, where the Committee exercises powers hereunder, or the CEO with respects to determinations of Cause as specified herein) shall administer the Plan and have sole and absolute authority and discretion to decide all matters relating to the administration of the Plan, including, without limitation: determining the rights and status of Participants or their beneficiaries under the Plan; interpreting the Plan; adopting administrative rules, regulations, and guidelines for the Plan; making factual determinations (including determinations as to the designation of beneficiaries); and correcting any defect, supplying any omission or reconciling any inconsistency or conflict in the Plan. In general, the Investment Committee will utilize and follow the administrative rules and practices that are utilized under the Qualified Plan. The Investment Committee's determinations under the Plan (and the Committee's determinations under the Plan where the Committee exercises powers hereunder) need not be uniform among all Participants, or classes or categories of Participants, and may be applied to such Participants, or classes or categories of Participants, as the Investment Committee (or the Committee, where applicable), in its sole and absolute discretion, considers necessary, appropriate or desirable. All determinations by the Investment Committee (and the Committee, where applicable or the CEO with respects to determinations of Cause as specified herein) shall be final, conclusive and binding on the Company, the Participant and any and all interested parties.

Agents. The Investment Committee (and the Committee, where applicable) may delegate such of its powers and authority under the Plan to the Company's officers as it deems necessary or appropriate. In the event of such delegation, all references to the Investment Committee in this Plan (and the Committee, where applicable) shall be deemed references to such officers as it relates to those aspects of the Plan that have been delegated.

Binding Effect of Decisions. Any action taken by the Investment Committee (and the Committee, where applicable) with respect to the rights or benefits under the Plan of any Participant shall be revocable by the Investment Committee (and the Committee, where applicable) as to payments not yet made to such person, and acceptance of any deferred compensation benefits under the Plan constitutes acceptance of and agreement to the Investment Committee's (or the Committee, where applicable) or the Company's making any appropriate adjustments in future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him.

Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee and, where applicable, the Investment Committee, against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member's service on the Committee, and, where applicable, the Investment Committee, except in the case of gross negligence or willful misconduct.

a)The reasons for denial, with specific reference to the Plan provisions on which the denial is based;

b)A description of any additional material or information required and an explanation of why it is necessary; and

c)An explanation of the Plan's claim review procedure.

CONSOL Energy Inc.