Financial analysis presentation materials, dated April 23, 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

purchase

each

outstanding

common

stock

CNX

Gas

Inc.

("CNX

Gas")

not

already

owned

the

Company

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 CONSOL or a 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

view,

the

Offer

Price

paid

the

Company

the

shareholders

CNX

Gas,

other

than

the

Company

and

its

affiliates, in the Proposed Transaction (the "Opinion").

These

materials

are

being

presented

the

Board

support

our

written

Opinion.

These

materials

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

employed

reaching

our

Opinion

and

qualified

its

entirety

reference

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 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

bases

reflecting

the

best

then-available

estimates

and

judgments

the

management

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

the

assets

liabilities

the

Company

CNX

Gas.

companies

transactions

utilized

our

analyses

were

identical

CNX

Gas.

Please

refer

the

Opinion

for

summary

the

materials

reviewed

and

other

due

diligence

performed

Stifel

Nicolaus

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

they

exist

on,

and

the

information

made

available

of,

the

date

the

Opinion.

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

waiver

any

material

terms

conditions

thereto,

and

that

the

Tender

Offer

documents,

which

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

shareholders

CNX

Gas,

other

than

the

Company and its affiliates, in the Proposed Transaction is fair to the Company from a financial point of view. Neither our Opinion

nor these materials consider, address or include: (i) any other

alternatives currently (or which have been or may be) contemplated by

the Company or 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 the stockholders of 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 by Stifel Nicolaus' Fairness Opinion Committee. These materials are not to be 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

Stifel

Nicolaus,

except

any

filing

that

the

Company

required

make

with

the

Securities

and

Exchange

Commission in connection with the Proposed Transaction may include (i) a copy of our Opinion, (ii) a description of our Opinion in

form and substance reasonably satisfactory to us, (iii) a description of Stifel Nicolaus' services performed in connection with the

Proposed Transaction (including in the "Background" and "Reasons" sections) in form and substance reasonably satisfactory to us and

(iv) a description of any services previously performed by Stifel Nicolaus or its affiliates for the Company or its affiliates in form and

substance reasonably satisfactory to us.

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

of our Opinion. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. Stifel

Nicolaus will not receive any significant payment or compensation contingent upon the successful completion of the

Proposed Transaction or any aspect thereof.

Stifel Nicolaus has in the past executed on 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

provided

fairness

opinion

the

Board

connection

with

the

Company's

acquisition

certain

assets

from

Dominion

Resources,

Inc.

March

2010.

Also

March

2010,

Stifel

Nicolaus

served

joint-bookrunning

manager

the

Company's

follow-on

offering.

There

are no 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 we would seek customary compensation. In the ordinary course of business, Stifel Nicolaus and

its clients may transact in the securities of the Company and, accordingly, may at any time hold a long or short position in 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 in cash

Maximum consideration at the offer price: $963.4 million

The Tender Offer will be conditioned upon, among other things:

The tender of a majority of the outstanding shares of CNX Gas not owned by CONSOL or its affiliates without

regard to any shares of CNX Gas common stock owned by directors or officers of either CONSOL or CNX Gas,

which condition may not be waived

No decrees, order or injunction of a U.S. court of competent jurisdiction that prohibits the consummation of the

Tender Offer

The Tender Offer is not conditioned on the completion of the acquisition of assets of Dominion Resources by CONSOL

The Tender Offer is scheduled to commence the week of April 26, 2010

Transaction Overview

Transaction Summary

For purposes of this

presentation CNX Gas's

stock price is $30.80 per

share (3/19/2010 close) or

$26.23 per share (3/12/2010

close) as indicated

CNX Gas basic shares

outstanding of 151 million,

per CNX Gas 2009 10K,

excluding 1.4 million options

outstanding

Assumed 16.7% public

ownership of CNX Gas

(1) Source: CNX Gas 2009 10K. Total debt includes non-controlling interest

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

(3) 2009A data from CNX Gas 2009 10K and CNX Gas 1/25/2010 press release

Transaction Overview

3/19/2010

Offer

3/12/2010

Offer

(Dollars in millions, except per share data)

30.80

38.25

26.23

38.25

Implied Premium

0.0%

24.2%

0.0%

45.8%

Implied Equity Value

4,650

5,775

3,960

5,775

Plus: Total Debt

(1)

128

Less: Cash

(1)

Implied Enterprise Value

4,777

5,902

4,087

5,902

Implied Equity Value -

Public Ownership

776

963

661

963

CNX

Gas

Financial

Statistics

(2)

Implied Multiples

EBITDA

CY 2010E

416

11.5x

14.2x

9.8x

14.2x

CY 2011E

430

11.1x

13.7x

9.5x

13.7x

CY 2012E

563

8.5x

10.5x

7.3x

10.5x

EPS

CY 2010E

1.25

24.6x

30.6x

21.0x

30.6x

CY 2011E

1.29

23.8x

29.6x

20.3x

29.6x

CY 2012E

1.57

19.6x

24.4x

16.7x

24.4x

CNX Gas Reserve Data

(3)

Implied EV Per MMcf

Reserves

Proved

1,911

2.50

3.09

2.14

3.09

(Bcf)

Evaluated 3P

6,500

0.73

0.91

0.63

0.91

Resource Potential

18,050

0.26

0.33

0.23

0.33

Implied EV % Per PV-10

PV-10

Proved

1,480

323%

399%

276%

399%

CNX Gas Overview as of 3/19/2010

(1) Closing price as of 3/19/2010. Closing price as of 3/12/2010 was $26.23 per share

(2) CNX Gas shares outstanding from 2009 10K. Includes 151 million basic shares outstanding only

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

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

(5) Source: CNX Gas 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 2009 10K and CNX Gas 1/25/2010 press release

CNX Gas Overview

(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

Owned

Public

(2)(3)

2010E

11.5x

EV/Evaluated 3P Reserves

0.73

Basic

Outstanding

Owned

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

Apr 06

Jul 06

Oct 06

Jan 07

Apr 07

Jul 07

Oct 07

Jan 08

Apr 08

Jul 08

Oct 08

Jan 09

Apr 09

Jul 09

Oct 09

Jan 10

50%

100%

150%

200%

250%

300%

350%

CONSOL

CNX Gas

CONSOL Comparables

CNX Gas Comparables

Relative

Price

Performance

–

Since

CNX

Gas

Listing

(1/19/2006

–

3/19/2010)

Source: FactSet

Notes:

CONSOL

Comparables

include:

Peabody

Energy,

Arch

Coal

and

Alpha

Natural

Resources

CNX Gas Comparables include: Southwestern Energy, Range Resources, Ultra Petroleum, Cabot Oil and Gas, Atlas Energy and Petrohawk Energy

CNX Gas Overview

Price

Performance

Since

CNX

Gas

Listing

CONSOL

24.8%

CNX Gas

41.4%

CONSOL Comparables

5.2%

CNX Gas Comparables

41.3%

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

Source: FactSet

Note: CNX Gas public float is 25 million shares as of 3/19/2010

CNX Gas Overview

% 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%

Financial Analysis Methodology

Primary Methods of

Analysis

•

Estimated the present value of

projected free cash flows to

determine the net present

value of CNX Gas

Discounted Cash Flow Analysis

Comparable Public Company

Trading Analysis

•

Examined the proved reserve

value, resource potential value

and the enterprise value

("EV")

PV-10

and

2011

to EBITDA multiples of

comparable exploration and

production companies

Precedent M&A Transactions

Analysis

•

Examined premiums paid for

comparable precedent

exploration and production

transactions

•

Examined premiums paid for

comparable precedent

minority cash buy-in

transactions

Stifel Nicolaus utilized the following methods of analysis to determine fairness of the offer price

Financial Analysis

Comparable Companies Analysis

(Dollars in millions, except per share data)

Current

Price

Market

Net

Enterprise

Net Debt/

EBITDA

EV/EBITDA

Company (Ticker)

4/20/2010

Cap.

Debt

Value

09 EBITDA

2009A

2010E

2011E

2012E

2010E

2011E

2012E

Southwestern Energy Co. (SWN)

40.91

14,158

995

15,154

0.7x

1,368

1,719

2,268

3,166

8.8x

6.7x

4.8x

Range Resources Corp. (RRC)

48.86

7,776

1,707

9,483

2.2x

782

773

1,047

1,463

12.3x

9.1x

6.5x

Petrohawk Energy Corp. (HK)

22.20

6,687

2,640

9,327

3.9x

684

1,028

1,332

1,590

9.1x

7.0x

5.9x

Ultra Petroleum Corp. (UPL)

45.42

6,907

781

7,688

1.3x

583

862

1,164

1,609

8.9x

6.6x

4.8x

Atlas Energy Inc. (ATLS)

36.80

2,879

767

3,646

2.3x

332

283

326

12.9x

11.2x

Cabot Oil & Gas Corp. (COG)

39.03

4,052

765

4,817

1.4x

554

637

678

804

7.6x

7.1x

6.0x

Low

0.7x

7.6x

6.6x

4.8x

Median

1.8x

9.0x

7.1x

5.9x

Mean

2.0x

9.9x

7.9x

5.6x

High

3.9x

12.9x

11.2x

6.5x

CNX Gas (3/19/2010)

30.80

4,650

127

4,777

0.3x

378

416

430

563

11.5x

11.1x

8.5x

CNX Gas (3/12/2010)

26.23

3,960

127

4,087

0.3x

378

416

430

563

9.8x

9.5x

7.3x

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

18.9%

823,134

4.14

657.7%

0.79

18,410

Range Resources Corp. (RRC)

2,958

55.2%

18.6x

0.58

2,593

27,850

10.6%

435,926

3.21

365.7%

0.34

21,753

Petrohawk Energy Corp. (HK)

2,743

32.9%

15.0x

0.96

1,532

34,040

8.1%

501,797

3.40

608.8%

0.27

18,588

Ultra Petroleum Corp. (UPL)

3,912

41.2%

21.7x

0.20

2,887

23,000

17.0%

493,449

1.97

266.3%

0.33

15,579

Atlas Energy Inc. (ATLS)

1,020

52.5%

27.6x

0.75

436

13,000

7.8%

101,238

3.57

835.2%

0.28

36,010

Cabot Oil & Gas Corp. (COG)

2,060

64.3%

20.0x

0.37

1,632

9,119

22.6%

281,704

2.34

295.2%

0.53

17,099

Low

32.9%

12.2x

0.20

7.8%

1.97

266.3%

0.27

15,579

Median

53.3%

19.3x

0.47

13.8%

3.30

487.3%

0.34

18,499

Mean

50.0%

19.2x

0.52

14.2%

3.10

504.8%

0.42

21,240

High

64.3%

27.6x

0.96

22.6%

4.14

835.2%

0.79

36,010

CNX Gas (3/19/2010)

1,911

54.4%

20.2x

0.07

1,480

18,050

10.6%

258,671

2.50

322.8%

0.26

18,468

CNX Gas (3/12/2010)

1,911

54.4%

20.2x

0.07

1,480

18,050

10.6%

258,671

2.14

276.2%

0.23

15,800

CNX Gas at Offer Price

1,911

54.4%

20.2x

0.07

1,480

18,050

10.6%

258,671

3.09

398.8%

0.33

22,816

Sources: Company filings,

company presentations,

Bloomberg.

Notes:

Balance sheet, reserves and

production data as of

12/31/2009; reserves pro

forma for divestitures and

acquisitions

EBITDA estimates for

selected comparables based

on Bloomberg Consensus as

of 4/20/2010

EBITDA estimate for CNX

Gas based on Bloomberg

Consensus as of 3/19/2010

Financial Analysis

Comparable Companies Analysis

Note:

2011

2012

comparable

growth

rates

exclude

Atlas

Energy

since

2012

data

was

not

available

2010 to 2011 EBITDA Growth

31%

26%

35%

10%

15%

20%

25%

30%

35%

40%

Minimum

Median

Mean

Maximum

CNX Gas Growth Rate:

2011 to 2012 EBITDA Growth

19%

38%

31%

40%

10%

15%

20%

25%

30%

35%

40%

45%

Minimum

Median

Mean

Maximum

CNX Gas Growth Rate:

31%

EBITDA Growth

2010 - 2011

2011 - 2012

Southwestern Energy Co. (SWN)

32%

40%

Range Resources Corp. (RRC)

35%

40%

Petrohawk Energy Corp. (HK)

30%

19%

Ultra Petroleum Corp. (UPL)

35%

38%

Atlas Energy Inc. (ATLS)

15%

Cabot Oil & Gas Corp. (COG)

19%

Minimum

19%

Median

31%

38%

Mean

26%

31%

Maximum

35%

40%

CNX Gas Corp. (3/19/2010)

31%

Financial Analysis

Comparable Companies Analysis

Enterprise Value to PV-10

266%

487%

505%

835%

100%

200%

300%

400%

500%

600%

700%

800%

900%

Low

Median

Mean

High

Implied CNX Gas Value:

399%

Proved Reserve Value

$1.97

$3.30

$3.10

$4.14

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

Low

Median

Mean

High

Implied CNX Gas Value:

$3.09

Resource Potential Value

$0.27

$0.34

$0.42

$0.79

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90

Low

Median

Mean

High

Implied CNX Gas Value:

$0.33

Enterprise Value to 2010 EBITDA

7.6x

9.0x

9.9x

12.9x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Low

Median

Mean

High

Implied CNX Gas Value:

14.2x

Financial Analysis

Precedent Transaction Analysis –

Selected 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

Acquiror

Target

Payment

Value

1 Day

5 Day

30 Day

4/15/2010

Pending

Apache Corporation

Mariner Energy, Inc.

Combo

4,480

2,785

45%

55%

71%

4/4/2010

Pending

SandRidge Energy Inc.

Arena Resources, Inc.

Combo

1,488

1,552

17%

21%

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%

Low

(4%)

Median

20%

25%

Mean

21%

23%

25%

High

49%

55%

71%

CONSOL

CNX Gas (premium as of 3/19/2010)

Cash

5,902

5,775

24%

26%

41%

CONSOL

CNX Gas (premium as of 3/12/2010)

Cash

5,902

5,775

46%

47%

43%

Sources: FactSet MergerStat, John S. Herold

Financial Analysis

Stock

(3 Deals)

16.7%

Cash

(3 Deals)

16.7%

Combination

(12 Deals)

66.7%

Precedent Transaction Analysis –

Selected E&P Transactions

Sample

set

includes

public

E&P

transactions

(n=18)

since

January

2005

Transaction values greater than $250 million

Excludes foreign sellers

Approximately 66.7%, 16.7%, and 16.7% of the precedent public E&P transactions utilized a combination of cash and

stock (n=12), 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

17%

20%

28%

41%

42%

38%

18%

19%

21%

23%

25%

10%

15%

20%

25%

30%

35%

40%

45%

1 Day

5 Day

30 Day

Stock

Cash

Combination

Total

Sources: FactSet MergerStat, John S. Herold

Financial Analysis

Precedent Transaction Analysis –

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

(Dollars in millions, except per share data)

Enterprise

Equity

Percent

Premium

Announce

Acquiror

Target

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 Lyon

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%

Low

Median

29%

26%

Mean

27%

28%

High

44%

51%

77%

CONSOL

CNX Gas (premium as of 3/19/2010)

5,902

5,775

17%

24%

26%

41%

CONSOL

CNX Gas (premium as of 3/12/2010)

5,902

5,775

17%

46%

47%

43%

Financial Analysis

Discounted Cash Flow Analysis

Notes:

Assumes

valuation

date

6/1/2010

and

cash

flow

received

end

year

(1) Assumes a net debt balance of $126.7 million as of 12/31/2009

(2) Assumes 151 million shares outstanding as of 12/31/2009

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

Financial Analysis

Fiscal Year Ending December 31,

(Dollars in millions)

2010E

2011E

2012E

2013E

2014E

2015E

2016E

2017E

2018E

2019E

Net Income

165.8

199.2

334.7

509.4

667.4

818.0

964.2

1,080.7

1,157.5

1,237.0

Net Interest Expense

8.3

10.1

13.8

17.7

19.5

19.1

16.6

9.5

4.1

3.5

Tax Rate

37.5%

38.6%

38.7%

38.2%

38.0%

37.9%

37.8%

37.7%

37.3%

Financing Tax Shield

(3.1)

(3.9)

(5.3)

(6.8)

(7.4)

(7.3)

(6.3)

(3.6)

(1.6)

(1.3)

Earnings Before Interest

171.0

205.4

343.2

520.3

679.5

829.8

974.5

1,086.6

1,160.1

1,239.2

Depreciation & Amortization

146.6

159.7

219.2

289.6

354.6

413.7

470.1

508.2

533.0

556.5

Increase in Deferred Taxes

52.0

109.2

182.5

223.5

266.3

307.5

325.0

342.3

361.4

288.2

Change in Net Working Capital

(1.4)

(17.6)

(27.7)

(27.1)

(23.8)

(22.5)

(17.7)

(13.6)

2.0

(7.8)

Capital Expenditures

(394.0)

(606.0)

(931.0)

(1,136.0)

(1,303.0)

(1,475.0)

(1,514.0)

(1,561.0)

(1,604.0)

(1,280.0)

Unlevered Free Cash Flow

(25.8)

(149.2)

(213.8)

(129.6)

(26.4)

53.5

237.9

362.5

452.5

796.0

EBITDA

418.9

492.9

777.2

1,130.4

1,450.1

1,749.9

2,035.2

2,251.0

2,393.3

2,532.2

2019 EBITDA Multiple Range

3.0x

3.5x

4.0x

4.5x

5.0x

3.0x

3.5x

4.0x

4.5x

5.0x

2019 Terminal Value

7,596

8,863

10,129

11,395

12,661

7,596

8,863

10,129

11,395

12,661

WACC

Implied Enterprise Value

WACC

Price Per Share

(1)(2)

11.0%

3,166.0

3,631.7

4,097.4

4,563.1

5,028.8

11.0%

20.13

23.21

26.30

29.38

32.47

10.5%

3,315.2

3,801.5

4,287.8

4,774.1

5,260.4

10.5%

21.12

24.34

27.56

30.78

34.00

10.0%

3,471.8

3,979.7

4,487.6

4,995.5

5,503.3

10.0%

22.15

25.52

28.88

32.25

35.61

9.5%

3,636.0

4,166.6

4,697.1

5,227.7

5,758.2

9.5%

23.24

26.76

30.27

33.78

37.30

9.0%

3,808.3

4,362.7

4,917.0

5,471.4

6,025.7

9.0%

24.38

28.06

31.73

35.40

39.07

Implied Price Per Share

Methodology

Implied Value of CNX Gas Share Price

$29.63

$29.43

$29.58

$32.81

$33.21

$33.32

$24.04

$31.92

$25.26

$19.98

$20.13

$45.93

$47.62

$52.54

$44.39

$46.36

$54.67

$51.62

$93.04

$81.03

$34.62

$39.07

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

$70.00

$80.00

$90.00

$100.00

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

Discounted Cash Flow Analysis

Comparable Company Analysis

Precedent Transactions Analysis

3/19/2010:

$30.80

Offer Price:

$38.25

3/12/2010:

$26.23

Financial Analysis

Considerations for CNX Gas Public Shareholders

An all-cash tender offer gives CNX Gas public shareholders the flexibility of being able to reinvest proceeds in CONSOL

or other investments as they see fit, rather than receiving CONSOL shares

The $38.25 per share tender offer price provides an attractive premium relative to precedent transactions

24.2% over pre-announcement of the Tender Offer (3/19/2010) vs. 20% for precedent transactions

45.8% over pre-announcement of the Dominion transaction (3/12/2010)

The Tender Offer price compares favorably to consensus analyst target price of $37.50

The Tender Offer price is being made at an attractive valuation relative to CNX Gas peers

The

following

points

are

included

herein

for

discussion

purposes

only.

The

following

not

addressed

any

stockholder

CNX

Gas

and

does

not

constitute

any

opinion

Stifel

Nicolaus

whatsoever

the

fairness

reasonableness

the

proposed

transaction

the

CNX

Gas

stockholders.

Additionally,

nothing

below

shall

constitute

determination

recommendation

any

kind

behalf

Stifel

Nicolaus

whether

not a

CNX

Gas

stockholder

should

tender

CNX

Gas

the

proposed

transaction.

Proved Reserve

Daily Production

EV/EBITDA

P/E

Value ($/Mcfe)

Value ($/Mcfe/d)

CNX

Comp

CNX

Comp

CNX

Comp

Gas

Mean

Gas

Mean

Gas

Mean

CNX Gas

Mean

2009A

15.6x

11.6x

35.1x

3.09

3.10

22,816

21,240

2010E

14.2x

9.9x

30.6x

37.7x

2011E

13.7x

7.9x

29.6x

28.3x

Addenda

Considerations for CNX Gas Public Shareholders

CNX Gas has only 25 million shares (16.7%) floating ($776 million equity value at 3/19/2010 closing price)

9.5 million shares (6.3%) owned by T. Rowe Price ($292 million equity value)

3.9 million shares (2.6%) owned by Advisory Research ($120 million equity value)

18.2 million shares (12.0%) owned by top 6 holders ($560 million

equity value)

19.5 million shares (12.9%) owned by top 10 holders ($600 million equity value)

Arguably, only 5.7 million shares ($175 million equity value) actually float beyond the top 10 holders

90-day average daily trading volume (as of 3/19/2010) is 178,562 shares vs. the peers’

average of 2,767,294 shares

Relatively small float implies limited liquidity for current shareholders and limited ability for new investors to own

the stock

CNX Gas' EBITDA growth rate lower than its peers (UPL, RRC, SWN,

HK, ATLS, COG)

10% vs. 28% for the comparables for 2009-2010, 3% vs. 26% for 2010-2011

CNX Gas has had limited access to capital to exploit its large asset base

CONSOL has not been willing to issue equity due to deferred tax implications and dilution to its existing

shareholders

CONSOL has had limited leverage at the CNX Gas consolidated subsidiary for credit rating purposes and due to

CONSOL's legacy liabilities

CONSOL has historically focused on its coal business and CNX Gas

has had to compete for resources

The

following

points

are

included

herein

for

discussion

purposes

only.

The

following

not

addressed

any

stockholder

CNX

Gas

and

does

not

constitute

any

opinion

Stifel

Nicolaus

whatsoever

the

fairness

reasonableness

the

proposed

transaction

the

CNX

Gas

stockholders.

Additionally,

nothing

below

shall

constitute

determination

recommendation

any

kind

behalf

Stifel

Nicolaus

whether

not

CNX

Gas

stockholder

should

tender

CNX

Gas

the

proposed

transaction.

Addenda