Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2013, CONSOL Energy Inc. (the "Company") authorized a form of consulting agreement ("Consulting Agreement") to be entered into with each of Mr. William J. Lyons, Executive Vice President and Chief Financial Officer, and Mr. Robert F. Pusateri, Executive Vice President - Energy Sales and Transportation Services, in connection with their upcoming retirements.

Immediately following their respective retirements from the Company and effective March 1, 2013, Messrs. Lyons and Pusateri will each be retained by the Company on an independent contractor basis to provide consulting services as needed until December 31, 2013 (the "Consulting Period"). During the Consulting Period, Messrs. Lyons and Pusateri will each report directly to J. Brett Harvey, the Chairman and Chief Executive Officer of the Company.

The Consulting Agreements provide that during the Consulting Period, the Company will make monthly payments in arrears to Mr. Lyons in an amount equal to $47,478 and to Mr. Pusateri in an amount equal to $40,395. Messrs. Lyons and Pusateri will not be entitled to receive any other compensation or benefits from the Company as a result of their providing consulting services.

The Consulting Agreements also provide that each party to the agreement will have the right to terminate the Consulting Agreement for any reason on 30 days prior written notice to the other party, that the Company may terminate the Consulting Agreements immediately for cause, and that the Consulting Agreements will terminate immediately if the consultant party thereto dies or becomes disabled.

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