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Exhibit 10.45
  CNX GAS
    CORPORATION
    2008 LONG-TERM INCENTIVE PROGRAM
              Purpose.
  Effective Date.
  Eligibility.
  Performance Share Unit Awards.




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and/or
  Performance Condition of the Performance
    Share Units.
  Step 1
  The Wall Street
    Journal
  Step 2
    Step 3
  The Wall Street Journal The Wall Street Journal
  Step 4
    Step 5
   2




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OUTCOME
    RELATIVE TO PEER GROUP TSR
  Percent ofPercentage

PerformanceLevel of Performance

Ranking in TSR

Units EarnedBelow Threshold

Below 25th percentile


0
%Threshold

25th percentile


50
%Target

50th percentile


100
%Outstanding

75th percentile


200
%Maximum

90th percentile or greater


250
%     Issuance and Distribution.
      Change in Control.
  Dividends. The Wall Street Journal
 3




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Change in Participants Status.
      Responsibilities of the Independent
    Subcommittee.
  Tax Consequences/Withholding.
       4




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Non-Competition.
             5




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Confidential Information and Trade
    Secrets.
  Remedies/Forfeiture.
  The Participants further acknowledge and agree that a
    Participants Performance Share Units shall be cancelled
    and forfeited without payment by the Company if such Participant
    breaches any of his or her obligations set forth in
    Sections 12 and 13 herein.
  and/or
 6




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Assignment/Nonassignment.
      Impact on Benefit
    Plans. and/or
  Successors; Changes in
    Stock. split-up,
  split-up,
  Governing Law, Jurisdiction, and Venue.
   7




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shall
    Failure to Enforce Not a
    Waiver.
  Severability.
  Funding.
  Headings.
  Amendment or Termination of this
    Program.
   8




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IN WITNESS WHEREOF
       9




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ATTACHMENT
    A
  1.


Anadarko Petroleum Corporation2.


Berry Petroleum Co CL A3.


Bill Barrett Corp.4.


Cabot Oil & Gas Corporation5.


Chesapeake Energy Corporation6.


Cimarex Energy Co.7.


Comstock Resources, Inc.8.


Denbury Resources, Inc.9.


EOG Resources, Inc.10.


Equitable Resources, Inc.11.


Forest Oil Corporation12.


Newfield Exploration Company13.


Northwest Natural Gas Company14.


Penn Virginia Corp.15.


Petrohawk Energy Corporation16.


Pioneer Natural Resources Company17.


Plains Exploration & Production Company18.


Pogo Producing Company19.


Quicksilver Resources Inc.20.


Range Resources Corporation21.


Southwestern Energy Company22.


St. Mary Land & Exploration Company23.


Ultra Petroleum Corp.24.


Whiting Petroleum Corporation25.


XTO Energy Inc.  10




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CNX
    GAS CORPORATION
    2008 LONG-TERM INCENTIVE PROGRAMPerformance
    Share Unit Award Agreement
        Plan Program Independent Subcommittee Award Exhibit A
    By:       I further acknowledge and agree that in the
    event I Separate from Service prior to the Payment Date or the
    CiC Payment Date, as applicable, for any reason other than my
    death or Disability, the Performance Share Units awarded to me
    shall be cancelled and forfeited, whether payable or not,
    without payment by the Company or any Affiliate.
  ­
    ­ ­
    ­
  11