Offer Letter to Ronald E. Smith



 Exhibit 10.81 
  
 July 26, 2005 
  
 Mr. Ronald E. Smith 
 141 Druid Drive 
 McMurray, PA 15317 
  
 Dear Ron: 
  
 I am pleased to inform you that, if the Board of Consol Energy decides to go forward with
the potential transaction involving the sale of securities in CNX Gas Corporation (“CNX Gas”), it is expected that you will be offered the newly created position of Chief Operating Officer with CNX Gas. The terms and conditions of the
offer would be as follows: 
  

			
	 Position
	  	Chief Operating Officer
		
	 Base Salary
	  	$380,000 Annually
		
	 One-Time Bonus Opportunity
	  	At the discretion of the CNX Gas Board of Directors, you will be eligible to receive a one-time bonus.
		
	 Annual Short Term Target Incentive
 Compensation Opportunity (“Bonus”)
	  	Your Bonus opportunity for 2005 performance is targeted at 75% of your Base Annual Salary. For 2005, payment is to be based on performance criteria relating to CONSOL Energy and CNX Gas and
your performance with each entity in 2005. This Bonus will be in lieu of any bonus you might have been entitled to receive if you had remained an employee of CONSOL Energy in 2005. After 2005, the Bonus payment is expected to be based on criteria
relating to CNX Gas and your performance with CNX Gas.









			
	 Long Term Incentive Compensation
 (LTIC)
	  	Participation in CNX Gas LTIC with an initial one-time grant of CNX Stock Options excercisable for 266,667 shares of CNX Gas common Stock. It is anticipated that beginning in 2006 you will
receive annual grants of $630,000 in the form of 75% CNX Gas Stock Options and 25% Restricted Stock Units. The grant of the options is subject to compliance by CNX Gas with any applicable securities law.
		
	 Vehicle Allowance
	  	$1,050 per month
		
	 Change of Control
	  	Eligible for coverage based on the terms and conditions outlined in the Agreement to be provided to you.

  
 Welfare, disability and retirement
benefit programs made available to you through CNX Gas as of the Effective Date will be substantially identical to those currently sponsored by CONSOL Energy. You will receive credit for your service recognized by CONSOL Energy (or its affiliates)
under the benefit programs offered by CNX Gas in which you become a participant, subject to such adjustments or offsets, if any, necessary to avoid a duplication of benefits. As you are aware, the terms and conditions of these benefit programs and
of your employment are subject to change at any time based on action by the sponsoring company with regard to the benefit programs and by CNX Gas with regard to the other terms and conditions of our employment. 
  
 This potential offer is contingent upon the CONSOL Energy and CNX Gas Boards of Directors
giving final approval to the sale of CNX Gas common stock, the proceeds of which will be used to pay a special dividend to CONSOL Energy (the “Financing”) in an amount equal to the total net proceeds from the Financing, the closing of the
Financing, and your being named as the COO of CNX Gas in the final Offering Memorandum. As you are aware, the Financing is subject to final approval of both Boards of Directors, after the marketing of the potential transaction and after a final
offering price is presented to each Board of Directors for approval. 







 I look forward to your participation in the initial and ongoing success of this exciting new venture. Please signify your
acceptance to this offer by signing in the space provided below. 
  
  

	
	 Sincerely,

	
	/s/ Nicholas J. DeIuliis
	 Nicholas J. DeIuliis
 CEO and President
 CNX Gas Corporation


  
  
 Accepted and Agreed to: 
  

	
	 
	
	/s/ Ronald E. Smith
	Ronald E. Smith