**Exhibit10.3****TRANSFER AGREEMENT**          This Agreement Regarding Change of Position (“Agreement”) is made as of January 24,2007 between Gary J. Bench (“Employee”) and CNX Gas Corporation., a Delaware corporation(the “Company”).          WHEREAS, Employee desires to transfer from his position as Senior Vice President and ChiefFinancial Officer of the Company to the position of Director of Tax and Treasury (the “Transfer”);and          WHEREAS, this change of position requires certain changes in the compensation arrangementsbetween the Company and Employee, which changes the parties desire to set forth in this Agreement;          NOW, THEREFORE, in consideration of the mutual undertakings set forth below, the receipt,adequacy and legal sufficiency of which is hereby acknowledged, and intending to be legally boundhereby, this Agreement will set forth the understanding and agreement of the parties with respectto the Transfer, including the changes to the compensation of employee resulting from such changeof position.     1. Transfer of Employment. a. Effective February 28, 2007 (the “EffectiveDate”), Employee resigns his office as Senior Vice President and Chief Financial Officer of theCompany, and from all other positions as an officer, director and/or committee member of (a) theAffiliated Companies (meaning the Company and CONSOL Energy Inc. (“CONSOL”) and any currentdirect or indirect subsidiary or affiliate of the Company or CONSOL and any company in which theCompany or CONSOL or any such subsidiary or affiliate is a shareholder or investor), and (b) anycompany or entity which Employee serves as an officer, director, trustee, member or in any othercapacity at the request of an Affiliated Company, and to become the Director of Tax and Treasury ofthe Company. Employee covenants and agrees that he will execute any documents necessary toformally effect any such resignations.     b. Notwithstanding subsection (a), immediately after the Effective Date, Employee willcontinue as an employee of the Company with no break in service for any reason and he will as ofsuch time assume the position of Director of Tax and Treasury. As Director of Tax and Treasury,Employee will report to the Chief Financial Officer of the Company and he will have such duties andresponsibilities as may be assigned to him by the Chief Financial Officer of the Company.     2. Modifications to Compensation. In connection with Employee’s Transfer, theparties agree as follows:     a. The Employee will continue to be compensated at his current base salary through theEffective Date, in accordance with the Company’s regular payroll practices.     b. Employee shall receive the short-term incentive payout award for 2006 under the Company’s2006 Short-Term Incentive Compensation program in the ordinary course in his capacity as and forhis performance as Senior Vice President and Chief Financial Officer of the Company in 2006.

 
     c. Effective immediately after the Effective Date, as Director of Tax and Treasury, Employeewill (i) be a Salary Grade 13 employee, (ii) have a base salary of $120,000 per year, payable inaccordance with the Company’s regular payroll practices, (iii) have a short-term incentiveopportunity of 20% of base salary, (iv) have a long-term incentive opportunity of 30% of basesalary, and (v) be entitled to such other benefits as other employees in similar positions inaccordance with the personnel policies of the Company (which benefits do not include a carallowance or financial planning assistance). The Employee acknowledges and agrees that theforegoing terms are subject to change from time to time in the sole and absolute discretion of theCompany.     d. Immediately after the Effective Date, Employee shall continue to accrue and be entitled tobenefits accrued under any tax qualified retirement plans of the Company in which he participates,if any, in accordance with the terms of such plans.     3. Modifications to Employee Stock Options. The following describes all of theCompany stock options granted to Employee by the Company prior to the Effective Date (“EmployeeOptions”).                                   **Number of**         **Number of**          **Vested,** **Number of** **No. of** **Unvested**  **Number of**     **Unexercised** **Unvested** **Unvested** **Options**  **Shares**     **Options as of** **Options as** **Options** **Retained**  **Underlying**     **the** **of the** **Surrendered** **after****Date of** **Unexercised** **Option** **Agreement** **Agreement** **as of Effective** **Effective****Grant** **Options** **Price** **Date** **Date** **Date** **Date**8/8/05  79,074  $16.00   19,768   59,306   0   59,306 4/28/06  45,779  $28.50   0   45,779   16,531   25,248 All Employee Options were granted under the CNX Gas Corporation Equity Incentive Plan(“LTIC Plan”) and pursuant to the applicable Award Agreement (the “AwardAgreement”). As summarized in the above table, in connection with Employee’s Transfer and inconsideration of his continued employment, Employee agrees to surrender 16,531 options with a GrantDate of April 28, 2006 as of the Effective Date. At the Company’s request, Employee shall executean amended Award Agreement to reflect such change. Employee shall retain all other EmployeeOptions he now holds, subject to the terms of the LTIC Plan and the Award Agreement, including theapplicable vesting schedule.     4. Modifications to Performance Share Units under the Long-Term Incentive Program.The following describes all of the performance share units under the Company’s Long-Term IncentiveCompensation Program for the performance period from October 11, 2006 to December 31, 2009 grantedto Employee by the Company prior to the Effective Date (“PSUs”).               ** **      **Number of Unvested** **Number of PSUs** **Number of PSUs**  **PSUs as of the** **Surrendered as of** **Retained after the****Grant Date** **Agreement Date** **Effective Date** **Effective Date**10/11/06  23,892   18,892   5,000 
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All PSUs were granted under the LTIC Plan and pursuant to the applicable Award Agreement (the“PSU Award Agreement”). As summarized in the above table, in connection with Employee’sTransfer and in consideration of his continued employment, Employee agrees to surrender 18,892 PSUswith a Grant Date of October 11, 2006 as of the Effective Date. At the Company’s request, Employeeshall execute an amended PSU Award Agreement to reflect such change. Employee shall retain 5,000PSUs which he now holds, subject to the terms of the LTIC Plan and the LTIC Award Agreement,including the applicable vesting schedule.     5. Intentionally Omitted.     6. No Right to Continued Employment. Notwithstanding anything in this Agreement tothe contrary, Employee acknowledges and agrees that both before and after the Effective Date, he isan employee “at will” and nothing in this Agreement or otherwise grants Employee any rights tocontinued employment with any Affiliated Company.     7. Transition Duties. From the date of this Agreement to the Effective Date, Employeeshall continue to perform and carry out the duties and responsibilities of his position as SeniorVice President and Chief Financial Officer in good faith, in a diligent manner to the best of hisability. Without limiting the generality of the foregoing, such duties and responsibilities shallinclude (i) the execution of the Company’s Annual Report on Form 10-K for the year ended December31, 2006, in his capacity as Chief Financial Officer, and the execution of the certificationsrequired to be filed and/or furnished by the Chief Financial Officer in connection therewith, and(ii) cooperating in the transition of his duties and responsibilities within his department and tohis successor. Following the Effective Date, Employee agrees to assist his successor to theoffice of Chief Financial Officer as to matter related to the Company of which Employee hasknowledge, as requested by the Chief Financial Officer.     8. Waiver of Other Compensation. Except as provided in this Agreement, Employee doesnot waive any compensation, benefits or rights that may have accrued in his capacity as anemployee, contractually or otherwise, including, without limit, any right to any salary,contributions, fees or benefits, or any right to continued participation in any compensation plans,programs or arrangements of any of the Affiliated Companies, subject to the terms of such plans,programs or arrangements.     9. Publicity. Employee acknowledges that the Company is required by law to publiclydisclose this Agreement and the terms hereof. Employee hereby agrees to refrain from directly orindirectly engaging in publicity or any other action or activity (whether such action or activityreflects adversely or not upon any Affiliated Company) with respect to any Affiliated Company,their respective officers, directors, employees, and business, or with regard to his employment orthe change in the status of his employment or any of the matters set forth herein.     10. Confidentiality. Except to the extent disclosure is required by law, Employeeagrees to keep the terms of this Agreement strictly confidential. Employee shall not, unlesscompelled by law or judicial process to do so, disclose or discuss, directly or indirectly, itsterms with anyone other than his attorney and financial advisors, provided that they, as acondition of receiving such information, also agree to keep such terms confidential.
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     11. Authority/Non-Disparagement/Return of Materials/Cooperation/. Employee and theCompany hereby agree to the following:          a. Employee acknowledges that effective as of the date of this Agreement, he is not authorizedto speak for or otherwise obligate the Company with the express written approval of the Company’sPresident and Chief Executive Officer.          b. Except as otherwise required by law, Employee will not make, publish or disseminate anyderogatory statements or comments (including, without limitation, to an Affiliated Company’scustomers, prospective customers, employees and vendors), whether orally or in writing, about anyof the Affiliated Companies or their business, officers, directors, shareholders or employees, ortake any action which a reasonable person would expect, directly or indirectly, to impair thegoodwill, business reputation or good name of any of them; and the officers and directors of theCompany will not make, publish or disseminate any derogatory statements or comments, whether orallyor in writing, about Employee, or take any action which a reasonable person would expect, directlyor indirectly, to impair his good will, business reputation or good name.          c. Promptly following the Effective Date, Employee will deliver to the Company (and eachAffiliated Company where applicable) the originals and all copies of documents, records, notebooks,notes, memoranda, correspondence, computer disks and computer tapes, and inventions (collectively,the “Company Materials”) then in Employee’s possession or under Employee’s control, whetherprepared by Employee or by others, relating to his duties as Senior Vice President and ChiefFinancial Officer of the Company.     12. Remedies. In the event that either party breaches or otherwise fails to observeany covenant, agreement or duty herein described, as determined by an arbitrator, a court or anyother body of competent jurisdiction, the other party shall be entitled to any remedy set forthherein, as well as any other remedy available at law or in equity.     13. Unfair Treatment; Acknowledgement of Alternative Arrangement. a. By entering intothis Agreement, neither Employee nor the Company (including its directors, officers, and otheragents) admits, in any way, that he or it treated the other party unlawfully, wrongfully, orunfairly. To the contrary, the Transfer is being effected at the request of Employee and eachparty expressly denies having violated the other party’s rights or having harmed the other party inany way.          b. Employee acknowledges and agrees that if he resigned his position as Senior Vice Presidentand Chief Financial Officer and did not remain an employee of the Company, he would have beeneligible to receive a one-time separation arrangement from the Company, including separationcompensation and special treatment of his Employee Options; that he has elected to remain anemployee of the Company and to forego such separation arrangement; and that the form and amount ofsuch separation compensation will not be offered or paid to him in the future if he or the Companyterminates his employment in the future. The Transfer is Employee’s voluntary election.
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     14. Consultation with Counsel. Employee acknowledges that he has carefully read andfully understands all the provisions and effects of this Agreement after having had the opportunityto consult and thoroughly discuss all its aspects with an attorney of his own choice; that he isvoluntarily entering into this Agreement; and that neither the Company (or any Affiliated Company)nor its (or their) agents or attorneys made any representation or promise concerning the terms oreffects of this Agreement other than those contained herein.     15. Arbitration. Employee and the Company waive any right to a court (including jury)proceeding and instead agree to submit any dispute over the application, interpretation, validity,or any other aspect of this Agreement to binding arbitration in Pittsburgh, Pennsylvania consistentwith the application of the Federal Arbitration Act and the employment discrimination or comparableprocedural rules of the American Arbitration Association (“AAA”) before an arbitrator whois a member of the National Academy of Arbitrators (“NAA”) out of a Pittsburgh area panelof fifteen (15) arbitrators to be supplied by the AAA. Only true neutrals will be eligible forconsideration as arbitrators, and under no circumstances will AAA furnish the names of individualswho represent employees, unions or companies. The fees and costs charged by AAA and the feescharged and the expenses incurred by the neutral arbitrator selected shall be borne equally by theCompany and Employee. This section will not limit the Company’s ability to seek immediate and/orpreliminary injunctive relief against Employee in court for Employee’s breach of hispost-employment obligations hereunder.     16. Modification. If any arbitrator, court, or other authority determines that anyterm, condition, clause, or other provision of this Agreement is void or invalid, he, she or itwill have discretion to modify such term, condition, clause, or other provision of this Agreementto make it valid, or, alternatively, if he, she or it declines to make such a modification andleaves it invalid, the remaining portions of this Agreement will remain in full force and effect.     17. Governing Law. Except as preempted by federal law, this Agreement will be subjectto interpretation and application consistent with Pennsylvania law, without regard to its conflictof laws principles.     18. Entire Agreement. This Agreement, together with the LTIC Plan and all applicableAward Agreements except as modified by this Agreement, represent the entire agreement of theparties with respect to the subject matter contained herein, and any amendments shall beineffective unless they are written and signed by all parties and/or their duly authorizedrepresentatives.     19. Successors and Assigns. This Agreement is binding on the Company’s successors andassigns, including any change in control of the Company.     20. Counterparts. This Agreement may be executed in two or more counterparts,each of which shall be deemed to be an original and all of which together shall constitute one andthe same agreement.***[remainder of page intentionally left blank]***
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     This TRANSFER AGREEMENT is made effective the date first above written.           EMPLOYEE   Stephen W. Johnson   /s/ Gary J. Bench         Witness   Gary J. Bench           Attest:   CNX GAS CORPORATION           Stephen W. Johnson   By: /s/ Nicholas J. DeIuliis               Name: Nicholas J. DeIuliis      Title: President and Chief Executive Officer  
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