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                                                                     EXHIBIT 10G
 
                       AMENDMENT TO EMPLOYMENT AGREEMENT
 
     THIS AMENDMENT (this "Amendment") dated as of February 27, 1997 is made to
the Employment Agreement (the "Agreement") effective as of the first day of May,
1992, by and between ROCHESTER & PITTSBURGH COAL COMPANY, a Pennsylvania
corporation (hereinafter called the "Company"), and Thomas W. Garges, Jr.
(hereinafter called "Garges"). All capitalized terms used herein but not defined
herein shall have the respective meanings assigned to them in the Agreement.
 
                                    RECITAL
 
     Garges is presently employed by the Company as its President and Chief
Executive Officer pursuant to the Agreement. The Board of Directors of the
Company believes it is in the best interests of the Company and the stockholders
of the Company to seek the sale of the Company, and, in connection therewith,
wishes to provide incentive to Garges to cooperate in the efforts to sell the
Company and maximize the consideration payable to the Company's stockholders.
 
     It is the purpose of this Amendment to set forth the severance benefits
that will be provided to Garges in the event of a change in control of the
Company under the circumstances as described herein. Except as expressly amended
by this Amendment, the terms and conditions of the Agreement shall remain in
full force and effect and are hereby ratified and confirmed.
 
     1.  Section 2 of the Agreement is hereby amended so that as amended Section
2 shall read in its entirety as follows:
 
          "2.  Term.  Until notice of termination has been given by either
     party, the term of Garges' employment under the Agreement shall be extended
     automatically each day for one additional day so that at all times after
     the date hereof and until notice of termination has been given, the term of
     the employment shall be for a period of three years. In the event that one
     party gives notice of termination to the other, then the terms of Garges'
     employment will expire on that day which is three years after the day on
     which the notice is given, provided, however, that if such notice is given
     after a change in control of the Company (as defined herein), the term of
     Garges' employment hereunder shall expire on that day which is 90 days
     after the day on which the notice of termination is received by the party
     to whom or to which the notice is given. For the purposes of this
     Amendment, a "change in control of the Company" shall be deemed to have
     occurred if during the term of the Agreement (a) any "person" or "group"
     (as such terms are used in Rule 13d-3 under the Securities Exchange Act of
     1934) other than Garges or a group of which Garges is a member acquires
     shares of the Company in a transaction or series of transactions that
     result in such person or group directly or indirectly first owning
     beneficially more than 50% of the outstanding shares of the Company's
     Common Stock after the date of this Amendment or (b) as the result of or in
     connection with any cash tender offer or exchange offer, merger or other
     business combination, sale of assets or contested election of directors or
     any combination of the foregoing transactions (a "Transaction"), the
     persons who were the directors of the Company before the Transaction shall
     cease to constitute a majority of the Board of Directors of the Company or
     any successor to the Company."
 
     2.  Section 5 of the Agreement is hereby amended so that as amended Section
5 shall read in its entirety as follows:
 
        "5.  Compensation
 
             "(a) For all services rendered by Garges under this Agreement,
        during the term of his employment the Company shall pay Garges a base
        salary at such annual rate as shall be determined by the Board of
        Directors from time to time, provided that the base salary shall not be
        less that $300,000 per year. In addition, Garges shall be paid such
        bonuses and other additional compensation, if any, as the Company's
        Board of Directors may determine from time to time in its sole
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        discretion; provided that Garges in his sole discretion may elect, by
        notice to the Company given within ten (10) days after he is awarded a
        bonus, to have any bonus paid to him wholly in stock in such proportions
        as he may determine. Garges' base salary shall be paid to him in equal
        monthly installments or in such other manner as may be mutually agreed.
 
             (b) Upon the date of consummation of a change in control of the
        Company as defined herein and without regard to whether Garges continues
        in the employ of the Company or any successor to the Company following a
        change in control of the Company, the Company shall make a payment on
        such date to Garges equal to three times his then annual rate of salary.
 
             (c) For the 90-day period during which the employment of Garges
        will continue following a notice of termination given after a change in
        control of the Company as provided in Section 1 of this Amendment,
        Garges shall be paid at his annual rate of salary as in effect on the
        day before the date of the change in control of the Company and during
        such 90-day period Garges shall continue to receive the same medical
        benefits he was receiving on the day before the date of the change in
        control of the Company.
 
             (d) For 36 consecutive months following the date of the change in
        control of the Company or the death of Garges, which ever is earlier,
        Garges shall continue to be treated as an employee of the Company under,
        and shall be entitled to all medical benefits, programs and arrangements
        of the Company, as if Garges were still employed by the Company during
        such period and such benefits, programs and arrangements were maintained
        during such period on terms and conditions no less favorable to Garges
        than those which existed immediately prior to the change in control of
        the Company or the death of Garges. If, despite the provisions of this
        Section 5(d), medical benefits under any such plan, program or
        arrangement shall not be payable or provided under any such plan,
        program or arrangement to Garges or his dependents, because of any
        change in the terms or conditions of such plan, program or arrangement
        or because Garges is no longer an employee of the Company, the Company
        itself shall to the extent necessary pay or provide for payment of such
        benefits to Garges and his dependents.
 
             (e) For purposes hereof, any salary or other payments made to
        Garges by any wholly or majority owned subsidiary of the Company shall
        be treated as having been made by the Company."
 
     3.  Section 8 of the Agreement is hereby amended so that as amended Section
8 of the Agreement shall read in its entirety as follows:
 
          "8.  Pension Matters.
 
             (a) Garges is a participant in the Company's pension plan, as the
        same may be amended hereafter from time to time (the "Plan") and shall
        be entitled to receive such benefits thereunder as are provided pursuant
        to the terms and conditions thereof.
 
             (b) Garges shall also be entitled to receive a pension supplement,
        except in the circumstances described in paragraph (d) of this Section 8
        or Section 9 of the Agreement, whereby the Company will pay to Garges or
        his spouse upon the commencement of the payment of the pension benefit
        under the Plan, as a monthly supplement to the monthly benefit payable
        under the Plan, an amount equal to the sum of the following:
 
             (i) an amount equal to the monthly pension benefit which would have
        been payable to Garges or his spouse pursuant to the Plan at Garges'
        normal retirement age of 62, without regard to the limitations imposed
        by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
        now or hereafter amended or supplemented (hereinafter referred to as the
        "Statutory Limitations"); plus
 
             (ii) an amount equal to the difference between (A) the monthly
        pension benefit actually payable to Garges at age 62 pursuant to the
        Plan and (B) the monthly pension benefit which would have been payable
        to Garges or his spouse at Garges' normal retirement age of 62 pursuant
        to the Plan without application of the Statutory Limitations.
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             The supplemental payments hereunder shall be calculated in
        conformity with the benefit option selected by Garges under the Plan.
 
             Such supplemental payments will terminate at the earlier of (A) the
        expiration of ten years from the date of the first monthly supplemental
        payment or (B) the termination of pension payments pursuant to the Plan
        to Garges, his spouse or the survivor of them, if applicable.
 
             (c) If the date of consummation of a change in control of the
        Company occurs before the commencement of the pension supplement
        provided in paragraph (b) of this Section 8, in lieu of that pension
        supplement the Company shall: (i) calculate the amount of Garges'
        accrued monthly pension supplement as of such consummation date assuming
        that Garges elects to begin receiving his pension benefit under the Plan
        at age 62 in the form of a qualified joint and survivor annuity and that
        Garges' service with the Company is equal to the sum of (x) Garges'
        actual service with the Company to the day before such consummation date
        and (y) three additional years and (ii) make a payment to Garges on such
        consummation date equal to the present value of the accrued monthly
        pension supplement calculated under clause (i) of this paragraph (c)
        using a discount rate of 120% of the applicable federal rate in effect
        on such date determined under Section 1274(d) of the Internal Revenue
        Code of 1986, as amended (the "Code") compounded semiannually.
 
             (d) In the event that Garges' spouse becomes entitled to receive
        pension benefits under the Plan as a result of Garges' death while
        employed by the Company prior to July 22, 2001, no monthly supplemental
        benefit shall be paid to his widow."
 
     4.  A new Section 17 shall be added to the Agreement which Section 17 shall
read in its entirety as follows:
 
          "17.  Miscellaneous General Provisions.
 
             (a) Non-Alienation.  Garges shall not have any right to pledge,
        hypothecate, anticipate or in any way create a lien upon any amounts
        provided under the Agreement as amended hereby, and no benefits payable
        hereunder shall be assignable in anticipation of payment either by
        voluntary or involuntary acts or by operation of law.
 
             (b) Deductibility of Payments.  In the event that any payment or
        benefit received or to be received by Garges hereunder, whether payable
        pursuant to the terms of the Agreement as amended hereby or any other
        plan, arrangement or agreement with the Company or any corporation
        affiliated with the Company (an "Affiliate") within the meaning of
        Section 1504 of the Code would not be deductible, in whole or in part,
        by the Company or an Affiliate as a result of Section 280G of the Code
        the payments to be made pursuant to the Agreement as amended hereby
        shall be reduced until no portion of the payments is not deductible as a
        result of Section 280G of the Code or the payments are reduced to zero.
        For purposes of this limitation, (i) no portion of the payments, the
        receipt or enjoyment of which Garges shall have effectively waived in
        writing prior to the date of payment, shall be taken into account and
        (ii) no portion of the payments shall be taken into account which in the
        opinion of tax counsel selected by the Company's independent auditors
        and acceptable to Garges does not constitute a "parachute payment"
        within the meaning of Section 280G(b)(2) of the Code.
 
             (c) Non-Mitigation.  Garges shall not be required to mitigate the
        amount of any payment or benefit provided for under the Agreement as
        amended hereby by seeking other employment or otherwise, nor shall the
        amount of any payment provided for under the Agreement as amended hereby
        be reduced by any compensation received subsequent to the date of the
        change in control of the Company by Garges as a result of any employment
        or retirement benefits from any other source, provided, however, that
        the Company shall not be required to provide Garges and his eligible
        dependents with medical insurance coverage as long as Garges and his
        eligible dependents are receiving comparable medical insurance coverage
        from another employer.
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             (d) Interest on Amounts Due Under the Agreement.  Any amount due to
        Garges under the Agreement as amended hereby which is not paid when due
        shall bear interest at the rate of one percent per month from the date
        such amount was due until the date when paid."
 
     5.  In all other respects, the Agreement shall remain in full force and
effect and is hereby ratified and confirmed.
 
     IN WITNESS WHEREOF, the undersigned parties have hereunto set their hands
and seals to this Agreement the day and year first above written.
 
[SEAL]
 
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<S>                                               <C>
Attest:                                           ROCHESTER & PITTSBURGH COAL COMPANY
 
            /s/  Joyce E. Miller                  By:             /s/  Peter Iselin
                                                  V.P.
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             Assistant Secretary                                  Peter Iselin
                                                      Vice President -- Finance & Secretary
 
Witness:
 
             /s/  Judi K. Peila                   By:         /s/  Thomas W. Garges,
                                                  Jr.
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                                                          Thomas W. Garges, Jr.  [SEAL]
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