**Exhibit 10.1****CNX GAS CORPORATION****DIRECTORS’ DEFERRED FEE PLAN***(Effective January 1, 2008)***ARTICLE I****GENERAL**     **1.1****Purpose****.**This Plan is established and maintained by the Company to allownon-employee Directors to defer payment of all or a portion of their annual Board Retainer Feesand/or Director Meeting Fees.     **1.2****Definitions****.**Unless a different meaning is plainly implied by the context, thefollowing terms as used in this Plan shall have the following meanings:          (a) “**Account**” shall mean the bookkeeping account established and maintained for eachParticipant for recording amounts deferred pursuant to Section 3.1.          (b) “**Administrator**” shall mean the Board or any person, group or entity designated bythe Board in accordance with the provisions of Article V to administer the Plan.          (c) “**Beneficiary**” shall mean the person or persons designated to receive benefitsafter the death of the Participant as provided in Section 4.3.          (d) “**Board**” shall mean the Board of Directors of the Company.          (e) “**Board Retainer Fees**” shall mean the annual retainer fees payable to members ofthe Board in cash (e.g. the Annual Board Retainer, Annual Committee Chair Retainer, Annual AuditCommittee Chair Retainer, Annual and Audit Committee Member Retainer).          (f) “**Change in Control**” shall have the same meaning ascribed to it under the CNX GasCorporation Equity Incentive Plan.          (g) “**Code**” shall mean the Internal Revenue Code of 1986, or any provision or sectionthereof herein specifically referred to, as such provision or section may from time to time beamended or replaced.          (h) “**Deferral Agreement**” shall mean a written agreement, substantially in the formattached hereto as **Exhibit 1**, entered into between the Company and a Participant pursuantto Section 2.3 of the Plan.          (i) “**Company**” shall mean CNX Gas Corporation.          (j) “**Director**” shall mean a member of the Board who is not an employee of the Companyor any of its affiliates.
 

 
          (k) “**Director Meeting Fees**” shall mean attendance fees, if any, payable in cash foreach meeting of the Board attended by the Director or any committee meeting the Director attendsfor a committee on which such Director serves.          (l) “**Effective Date**” shall mean the effective date of the Plan, which shall be January1, 2008.          (m) “**Interest Rate**” shall mean the ten year Moody AAA Bond Rate.          (n) “**Participant**” shall mean a Director who is eligible to participate in the Plan andhas elected to do so pursuant to Section 2.3.          (o) “**Plan**” shall mean the CNX Gas Corporation Directors’ Deferred Fee Plan.          (p) “**Plan Year**” shall mean the one-year period between the annual stockholders’meeting and the next following annual stockholders’ meeting; provided, however, for the year inwhich the Plan becomes effective, “Plan Year” shall mean the period beginning on the Effective Dateand ending on the next following annual stockholders’ meeting (or such other permissible period(s)as specified by the Administrator in the Deferral Agreement).          (q) “**Section 409A**” shall mean Section 409A of the Code, the regulations and otherbinding guidance promulgated thereunder.          (r) “**Separation from Service**” shall mean the Director’s death, retirement or othertermination of service with the Company and all of its controlled group members within the meaningof Section 409A of the Code. For purposes hereof, the determination of controlled group membersshall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided thatthe language “at least 50 percent” shall be used instead of “at least 80 percent” in each place itappears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided,further, where legitimate business reasons exist (within the meaning of Treas. Reg. §1.409A-1(h)(3)), the language “at least 20 percent” shall be used instead of “at least 80 percent”in each place it appears. Whether the Director has a Separation from Service will be determinedbased on all of the facts and circumstances and in accordance with the guidance issued underSection 409A.     **1.3****Plurals and Gender****.**Where appearing in the Plan, the masculine gender shallinclude the feminine and neuter genders, and the singular shall include the plural and vice versa,unless the context clearly indicates a different meaning.     **1.4****Headings****.**The headings and subheadings in this Plan are inserted for theconvenience of reference only and are to be ignored in any construction of the provisions thereof.     **1.5****Severability**. In case any provision or portion of this Plan shall be held illegalor void, such provision or portion shall not affect the remainder of this Plan, but shall be fullyseverable, and the Plan shall be construed and enforced as if said provision had never beeninserted herein.
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**ARTICLE II****ELIGIBILITY AND PARTICIPATION**     **2.1****Eligibility****.**Each member of the Board who is a Director on the Effective Dateshall be eligible to participate in the Plan beginning on the Effective Date. Any person whobecomes a Director after the Effective Date shall be eligible to participate in the Plan on the daysuch person becomes a Director.     **2.2****Participation****.**Each Director shall become a Participant in the Plan as of thedate on which such Director completes and submits an irrevocable Deferral Agreement in accordancewith Section 2.3.     **2.3****Election Procedure****.**A Director may file a Deferral Agreement at any time duringthe 30-day period following the date on which the Director initially becomes eligible toparticipate in the Plan. Any such initial Deferral Agreement must be filed with the Company withinthe 30-day election period; provided, however, that any such Deferral Agreement shall only apply tofees earned and payable for services rendered after the date on which the Deferral Agreement isdelivered to the Company. Accordingly, if a Deferral Agreement is made in the first-year ofeligibility but after the beginning of the Plan Year, the Deferral Agreement shall only apply tothe total amount of such fees multiplied by the ratio of (i) the number of days remaining in thePlan Year after the election to (ii) the total number of days in the Plan Year.     A Director shall also be permitted to submit an annual election for each Plan Year by filing anew Deferral Agreement in relation to the fees to be deferred during such Plan Year. Any suchannual election must be filed with the Company on or before December 31st of the calendar yearpreceding the beginning of the Plan Year to which the Deferral Agreement relates (or such otherdate as permitted by the Administrator to the extent consistent with Section 409A). If a Directorfails to timely file a completed Deferral Agreement for a Plan Year, none of such Director’s BoardRetainer Fees or Director Meeting Fees will be deferred for that Plan Year.     To be valid, the Deferral Agreement must indicate the portion of Board Retainer Feesand/or Director Meeting Fees to be deferred and the timing of Plan distribution. A deferral iseffective upon receipt by the Company, within the applicable election period, of the correctlycompleted Deferral Agreement. A Deferral Agreement is irrevocable during the Plan Year to which itapplies; provided, however, if the Director suffers a disability or dies, the Director’s deferralelection shall be cancelled. For purposes of this Section, a disability refers to any medicallydeterminable physical or mental impairment resulting in the Director’s inability to perform theduties of his or her position or any substantially similar position, where such impairment can beexpected to result in death or can be expected to last for a continuous period of not less than sixmonths.
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**ARTICLE III****DEFERRED FEES**     **3.1****Accounts****.**The Company shall establish an Account on behalf of each Participantwhich shall be credited with deferred fees as provided in Section 3.2 and Earnings as provided inSection 3.3, and debited to reflect payments made to such Participant pursuant to Article IV. AParticipant shall have no right to receive any amounts credited to his Account except as expresslyprovided in Article IV of the Plan.     **3.2****Board Retainer and Director Meeting Fees****.**To the extent provided in the DeferralAgreement in effect for any Plan Year, a Participant may elect to defer the right to receive: (i)Board Retainer Fees stated as a whole percentage or a dollar amount of such fees; and/or (ii)Director Meeting Fees on an all or nothing basis. The minimum deferral amount with respect toBoard Retainer Fees is $10,000 per Plan Year. The amount of any fees deferred with respect to anyPlan Year shall reduce the amount of such fees otherwise payable to the Participant for such PlanYear on a ratable basis over the period in which such amounts would otherwise be paid, and theamount of each such reduction shall be credited to the Participant’s Account as of the date of suchreduction.     **3.3****Earnings****.**The Participant’s Account shall be adjusted by an amount equal to theamount that would have been earned (or lost) if the amounts deferred under the Plan had beeninvested in hypothetical investments designated by the Participant, based on a list of hypotheticalinvestments provided by the Administrator from time to time (such hypothetical earnings or lossesshall be referred to as “Earnings”). The Participant shall designate the investments used tomeasure Earnings from the list of authorized investments provided by the Administrator bycompleting the appropriate form or in such other manner as the Administrator may designate. TheParticipant may change such designations at such times as are permitted by the Administrator,provided that the Participant shall be entitled to change such designations at least annually.Earnings shall be credited to the Participant’s Account quarterly and shall be credited to aParticipant’s Account until all payments with respect to such Account have been made under thePlan. Neither the Company nor the Administrator shall act as a guarantor, or be liable or otherwiseresponsible for the investment performance of the designated investments (including any lossessustained by a Participant) with respect to a Participant’s Account.     If a Participant fails to designate the investment of his or her Account, the Account shall becredited, on a quarterly basis, with interest based on the Interest Rate in effect on the last dayof the applicable quarter. In the event any such Participant terminates service during a Plan Year,such Participant’s interest credit for the quarter in which the termination occurs will be based onthe Interest Rate in effect on the day of the Participant’s termination and shall be pro-ratedbased on the Participant’s service during such quarter. No interest will accrue for periods after aParticipant’s termination of service during the quarter.     **3.4****Vesting****.**Amounts credited to a Participant’s Account shall be fully vested at alltimes.
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**ARTICLE IV****PAYMENT OF DEFERRED FEES**     **4.1****Method of Distribution****.**Unless a Participant has selected a different paymentoption as set forth below, the amount payable to a Participant or his Beneficiary under the Planshall be paid in cash in a single sum as provided in Section 4.2. Alternatively, a Participant mayelect, in his or her initial Deferral Agreement, to receive payment of his or her Account in asingle payment upon Separation from Service or in annual installments (not to exceed five). AParticipant may modify any such distribution election by a subsequent written distribution election(on a form approved and provided by the Company); provided, however, an initial election can onlybe changed if the following requirements are satisfied: (i) the change will not take effect untiltwelve (12) months after the election is made; (ii) with respect to a payment on a specifieddistribution date, the change must be made at least twelve (12) months prior to the previouslyscheduled payment date (or initial scheduled payment date in the case of installment payments); and(iii) the payment with respect to which the change is made must be deferred for at least five (5)years from the date the payment would otherwise have been made (or initial scheduled payment datein the case of installment payments); provided, further, the Administrator may, in its discretion,authorize a Participant to change a distribution election under any applicable transition ruleauthorized under Section 409A to the extent consistent therewith.     **4.2****Timing of Distribution****.**A Participant’s Account will be paid (or commencepayment) upon the earlier of the following designated payment dates: (i) the Participant’sSeparation from Service, or (ii) the date elected by the Participant which must be at least twoyears after the end of the Plan Year for which the fees are deferred. For purposes of Section 409Aand the Plan: (i) the right to installment payments shall be treated as the right to a singlepayment; and (ii) a payment shall be treated as made on the scheduled payment date if such paymentis made at such date or a later date in the same calendar year or, if later, by the 15th day of thethird calendar month following the scheduled payment date. Except as specified in Section 4.1, aParticipant shall have no right to designate the date of any payment under the Plan.Notwithstanding any provision herein to the contrary, if the Director is a “specified employee” forpurposes of Section 409A, any payment to the Director due upon Separation from Service will bedelayed and paid on the six (6) month anniversary of the date the Director Separates from Service(or, if earlier, the death of the Director). Any payment that would otherwise have been due orowing during such six-month period will be paid on the first business day following the end of thesix-month period.     **4.3****Designation of Beneficiary****.**          (a) Notwithstanding the provisions of Section 4.1 or 4.2, in the event of the death of aParticipant, whether before or after Separation from Service, any amounts remaining in the Accountto which he or she was entitled shall be distributed in a single sum on the first business dayafter the end of the calendar quarter in which the death of the Participant occurred. EachParticipant shall have the right to designate a Beneficiary or Beneficiaries to receive any amountwhich may be payable under the Plan after his death. Such designation of Beneficiary shall be inwriting in the form attached as **Exhibit 2**, and shall be effective when received by the
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Company. The Company shall keep records in writing of all such designations. The Participantshall have the right to change such designation by filing a new designation form with the Company.Such change of Beneficiary shall become effective upon its receipt by the Company, and any suchchange shall be deemed to revoke all prior designations.          (b) If a Participant fails to properly designate a Beneficiary or if no designated Beneficiarysurvives the Participant, his undistributed Account shall be paid to the person or persons in thefirst of the following classes of successive preference beneficiaries surviving at the death of theParticipant: (1) his widow or widower, or (2) his estate. The Administrator shall decide whichBeneficiary, if any, shall be validly designated, and the Administrator’s decision shall be bindingand conclusive of all persons.     **4.4****Incapacity****.**If the Company shall receive evidence satisfactory to it that aParticipant or Beneficiary entitled to receive any benefit under the Plan is, at the time when suchbenefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefitand to give a valid release thereof, and that another person or an institution is then maintainingor has custody of such Participant or Beneficiary, and that no guardian, committee or otherrepresentative of the estate of such Participant or Beneficiary shall have been duly appointed,payment of such benefit otherwise payable to such Participant or Beneficiary may be made to suchother person or institution, including a custodian under a Uniform Gifts to Minors Act, orcorresponding legislation (who shall be an adult, a guardian of the minor or a trust company), andthe release of such other person or institution shall be a valid and complete discharge for suchpayment.**ARTICLE V****ADMINISTRATION**     **5.1****Administrative Authority****.**Except as provided herein, the Board shall be theAdministrator and shall have the sole responsibility for the control, operation and administrationof the Plan, and shall have the power, authority and discretion to take all actions and to make alldecisions and interpretations which it shall determine to be necessary or appropriate in order toadminister and operate the Plan, including the power to (i) resolve and determine all disputes orquestions arising under the Plan, including the power to determine the rights of Participants andBeneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies oromissions in the Plan; (ii) adopt such rules and regulations which, in its sole and absolutediscretion, may be necessary or appropriate for the proper and efficient administration of thePlan; (iii) implement the Plan in accordance with its terms and such rules and regulations as maybe adopted; (iv) notify the Participants of any amendment or termination of, or change in, anybenefits available under the Plan; and (v) prescribe such forms as may be required for Directors tomake elections under, and otherwise participate in, the Plan. The Administrator shall have thesole and absolute discretion to interpret and construe the terms of the Plan.     **5.2****Conclusive Decisions****.**The determination of the Administrator on any matterpertaining to the Plan within the powers and discretion granted to it shall be final, binding andconclusive on all Participants, Beneficiaries and all other persons dealing in any way or capacitywith the Plan; provided, however, in relation to any action involving the interpretation or
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application of the terms of the Plan for claims arising in connection with or following aChange in Control, the court or other reviewing entity shall review the interpretations, decisionsand actions of the Administrator de novo.     **5.3****Duties of Administrator****.**          (a) The Administrator may appoint persons or firms, or otherwise act to secure specializedadvice or assistance as it deems necessary or desirable in connection with the administration andoperation of the Plan, and the Administrator shall be entitled to rely conclusively upon, and shallbe fully protected in any action or omission taken by it in good faith reliance upon the advice oropinion of such firms or persons.          (b) The Administrator shall have the power and authority to delegate from time to time bywritten instrument all or any part its duties, powers or responsibilities under the Plan, bothministerial and discretionary, as it deems appropriate, to any person, and in the same manner torevoke any such delegation of duties, powers or responsibilities. Any action of such person in theexercise of such delegated duties, powers or responsibilities shall have the same force and effectfor all purposes hereunder as if such action had been taken by the Administrator. Further, theAdministrator may authorize one or more persons to execute any certificate or document on behalf ofthe Administrator, in which event any person notified by the Administrator of such authorizationshall be entitled to accept and conclusively rely upon any such certificate or document executed bysuch person as representing action by the Administrator until such third person shall have beennotified of the revocation of such authority. The Administrator shall not be liable for any act oromission of any person to whom the Administrator’s duties, powers or responsibilities have beendelegated, nor shall any person to whom any duties, powers or responsibilities have been delegatedhave any liabilities with respect to any duties, powers or responsibilities not delegated to him.     **5.4****Standard of Care****.**All representatives of the Board and the Administrator shalluse ordinary care and diligence in the performance of their duties pertaining to the Plan, but nosuch individual shall incur any liability: (i) by virtue of any contract, agreement, bond or otherinstrument made or executed by him or on his behalf in his official capacity with respect to thePlan; (ii) for any act or failure to act, or any mistake or judgment made, in his official capacitywith respect to the Plan, unless it is the result of his gross negligence or willful misconduct; or(iii) for the neglect, omission or wrongdoing of any other person involved with the Plan. TheCompany shall indemnify and hold harmless each such individual who is an employee or Director ofthe Company from the effects and consequences of his acts, or from omissions and conduct in hisofficial capacity with respect to the Plan, except to the extent that such effects and consequencesshall result from his own willful misconduct or gross negligence. If any matter arises as to whichan individual is entitled to indemnity hereunder, the individual shall give the Company promptwritten notice thereof. The Company, at its own expense, shall then take charge of the dispositionof the asserted liability, including the compromise or the conduct of litigation. The indemniteemay, at his own expense, retain his own counsel and share in the conduct of any such litigation,but the failure to do so shall not adversely affect his right to indemnity.
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     **5.5****Expenses**. Expenses incurred in the administration and operation of the Plan shallbe paid by the Company.     **5.6****Attorney Fees****.**If a Participant’s service as a Director for the Companyterminates on or after a Change in Control and the Company does not pay deferred amounts creditedto such Participant’s Account when they are due, the Company shall pay the Participant’s reasonableattorneys’ fees to enforce such Participant’s rights under the Plan if the deferred amounts are notpaid within 60 days after the Participant’s written demand for payment.     **5.7****Section 409A****.**The provisions of this Plan and all deferral elections madehereunder shall be administered, interpreted and construed in a manner necessary in order to complywith Section 409A or an exception thereto (or disregarded to the extent such provision cannot be soadministered, interpreted or construed). It is intended that distribution events authorized underthis Plan qualify as a permissible distribution events for purposes of Section 409A, and this Planshall be interpreted and construed accordingly in order to comply with Section 409A. The Companyreserves the right to accelerate, delay or modify distributions to the extent permitted underSection 409A.**ARTICLE VI****AMENDMENTS, TERMINATION AND MERGER**     **6.1****Amendments and Termination****.**          (a) The Board reserves the right to modify, amend, discontinue or terminate the Plan eitherretroactively or prospectively at any time; provided, however, that no modification, amendment,discontinuance or termination shall adversely affect the rights of a Participant to vested amountscredited to his Account before such modification, amendment, discontinuance or termination;provided, further, termination of the Plan shall not be a distribution event underthe Plan unless otherwise permitted under Section 409A or other applicable law. Notwithstandingthe foregoing or any provision of this Plan to the contrary, that the Company may, in its solediscretion and without the Director’s consent, modify or amend the terms of the Plan or a DeferralAgreement, or take any other action it deems necessary or advisable, to cause the Plan to complywith Section 409A (or an exception thereto). Notice of every such modification, amendment,discontinuance or termination shall be given in writing to each affected Participant. In the caseof a termination of the Plan, any vested amounts credited to the Account of a Participant shall bedistributed in full in the form of a single lump sum payment as soon as reasonably practicablefollowing such termination.     **6.2****Consolidation, Merger or Other Transactions of Company****.**Nothing in this Planshall prevent the consolidation, merger, reorganization or liquidation of the Company, or preventthe sale by the Company of any or all of its property. Any successor corporation or other entityformed and resulting from any such transaction shall have the right to become a party to this Planby adopting the same. If, within 180 days from the effective date of such transaction, such newentity does not become a party to this Plan as above provided, this Plan shall be terminatedautomatically; provided, however, termination of the Plan shall not be a distribution event underthe Plan unless otherwise permitted under Section 409A or other applicable law.
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**ARTICLE VII****MISCELLANEOUS**     **7.1****Limitations on Liability of Company****.**None of the establishment of the Plan, anymodification thereof, the creation of any Account, or the payment of any benefits, shall beconstrued as giving to any Participant, Beneficiary or other person any legal or equitable rightagainst the Company, or any person connected therewith, except as provided by law or by a specificPlan provision.     **7.2****Governing Law****.**The laws of the State of Delaware shall govern, control anddetermine a questions arising with respect to the Plan and the interpretation and validity of itsrespective provisions.     **7.3****No Guarantee of Service**. Participation in the Plan does not give any person anyright to continue as a Director of the Company.     **7.4****Spendthrift Provision****.**          (a) No amount payable under the Plan shall be subject in any manner to anticipation,alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy,execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt todo so shall be void; nor shall any benefit be in any manner liable for or subject to the debts,contracts, liabilities, engagements or torts of the person entitled thereto. The foregoing shallnot preclude any arrangement for the recovery by the Plan of overpayments of benefits previouslymade to a Participant or Beneficiary, or the direct deposit of benefit payments to an account in abanking institution (if not part of an arrangement constituting an assignment or alienation).          (b) In the event that any Participant’s benefits are garnished or attached by order of court,the Company may bring an action for a declaratory judgment in a court of competent jurisdiction todetermine the proper recipient of the benefits to be paid by the Plan. During the pendency of saidaction, any benefits that become payable shall be paid into the court as they become payable, to bedistributed by the court to the recipient it deems proper at the close of said action.     **7.5****Tax Treatment****.**Nothing contained in this Plan, and no action taken pursuant toits provisions, shall create or be construed to create any right or expectation of any Participant,Beneficiary or any other person entitled to any benefit under this Plan to any particular taxconsequences with respect to any amounts deferred, credited to an Account or paid under this Plan.Notwithstanding any provision of the Plan to the contrary, in no event shall the Administrator (orany member thereof) or the Company or its affiliates (or the employees, officers or directors ofthe Company or its affiliates) have any liability to any Participant (or any other person) due tothe failure of the Plan to satisfy the requirements of Section 409A or any other applicable law.     **7.6****Funding****.**
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          (a) The obligation of the Company to pay benefits under this Plan shall be interpreted solelyas an unsecured, unfunded, contractual obligation to pay only those amounts described in ArticleIII in the manner, at the times and under the conditions prescribed under the terms of the Plan,and the Company shall have no obligation to fund, secure or obtain any third-party guarantee ofthose benefits. If any assets are set aside to provide for benefits payable under the Plan, suchassets shall be subject to the claims of the Company’s general creditors, and no person other thanthe Company shall, by virtue of the provisions of the Plan or any other agreement, have anyinterest in such assets.          (b) The Company may, in its discretion, make contributions to a trust to be invested andutilized to pay benefits under the Plan. If a trust (the “Trust”) is created by the Company, thefollowing provisions of this Section 7.6 shall apply.          (c) An amount equal to each Participant’s deferred fees and any Earnings thereon, determinedunder Article III, may, in the discretion of the Company and subject to the terms of the Trust, betransferred to the Trust to be held pursuant to the terms thereof. The assets of the Trust shall besubject to the claims of the Company’s creditors and shall be maintained pursuant to a separatetrust document (“Trust Agreement”) conforming to the terms of the model trust described in RevenueProcedure 92-64.          (d) Any payment required to be made under this Plan to a Participant or a Beneficiary shall bepaid by the trustee of the Trust (the “Trustee”) to the extent of the assets held in the Trust bythe Trustee, and by the Company to the extent the assets in the Trust are insufficient to pay suchamount.          (e) The Company may direct the Trustee to invest the Trust assets in any investment that itdeems appropriate, including common stock of the Company, subject to the terms of the TrustAgreement.     **7.7****Account Statements****.**Periodically, as determined by the Company in its sole andabsolute discretion, each Participant shall receive a statement indicating the amounts credited toand distributed from his Account.     IN WITNESS WHEREOF, this Plan is executed this 29th day of April, 2008, to be effectiveJanuary 1, 2008.     ATTEST: **CNX GAS CORPORATION**     /s/ John F. Hammond By: /s/ Stephen W. Johnson     John F. Hammond, Assistant Secretary   Stephen W. Johnson    Executive Vice President and General Counsel
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**EXHIBIT 1**