March 20, 2010
Project Xenon Fairness Opinion Presentation
Presentation Materials For:
The Board of Directors of CONSOL Energy Inc.
CONFIDENTIAL – FOR BOARD OF DIRECTORS ONLY, NOT FOR REDISTRIBUTION
Table of Contents
II. CNX Gas Overview
III. Valuation Summary
IV. Pro Forma Transaction Analysis
Table of Contents
Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus" or "we") has been advised that CONSOL En
the "Company“), is contemplating a tender offer (the “Tender Offer”) pursuant to which the Company (or
Company) will offer to purchase each outstanding share of common stock of CNX Gas Inc. (“CNX Gas”) n
Company or its subsidiaries for cash at a price per share of $38.25 (the “Offer Price”). If the Tender Offer
CNX Gas will be promptly merged with and into a subsidiary of CONSOL, with the surviving entity bein
subsidiary of CONSOL (such merger, together with the Tender Offer, the “Proposed Transaction”).
The Board of Directors of the Company (the "Board") has requested Stifel Nicolaus’ opinion as to the fairn
a financial point of view, of the Offer Price to be paid by the Company to the minority shareholders of CN
Transaction (the “Opinion").
These materials are being presented to the Board in support of our written Opinion. These materials do n
Opinion and are provided for informational purposes only. Our Opinion is limited to the terms of our wri
following presentation summarizes the financial analyses we employed in reaching our Opinion and is qu
reference to the full text of the Opinion.
In connection with the preparation of these materials, we have relied upon and assumed, without indepen
accuracy and completeness of all financial, operating and other information that was made available, sup
communicated to Stifel Nicolaus by or on behalf of the Company, the Board or their respective advisors an
information. Stifel Nicolaus has also relied upon the management of the Company as to the reasonablenes
financial forecasts and projections (and the assumptions