Rwe Aktiengesellschaft/ADR – ‘SC 13D/A’ on 9/19/03 re: CONSOL Energy Inc – EX-5

On:  Friday, 9/19/03, at 4:30pm ET   ·   Accession #:  950157-3-555   ·   File #:  5-56369

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 3                                       13     48K 
 2: EX-1        Placement Agreement                                   34    104K 
 3: EX-2        Form of Option Agreement                               5     25K 
 4: EX-3        Registration Rights Agreement                         12     32K 
 5: EX-4        First Amendment (By Letter Agreement)                  2     11K 
 6: EX-5        Second Amendment                                       3     11K 

EX-5   —   Second Amendment

EX-5
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                                                                   Exhibit 5

                  SECOND AMENDMENT, dated as of September 18, 2003
            (this "Second Amendment") to the Registration Rights
              Agreement, dated as of February 1, 1999 (as previously
             amended by a letter agreement dated May 23, 2003, the
              "Registration Rights Agreement") by and between CONSOL
                ENERGY INC., a Delaware corporation (the "Company"), and
                 RWE RHEINBRAUN AG (formerly Rheinbraun AG) and RHEINBRAUN
         US GMBH (which has since merged with and into RWE
     Rheinbraun AG), both German corporations (the
"Stockholders").                        

WHEREAS the Company has granted to the Stockholders the right to cause
the Company to register their shares of Common Stock (such term and each other  
capitalized term used but not defined herein having the meaning assigned to it  
in the Registration Rights Agreement) upon the terms and conditions of the      
Registration Rights Agreement;                                                  

WHEREAS, Rheinbraun US GmbH has merged with and into RWE Rheinbraun AG
("RWE"), with RWE as the surviving corporation;                                 

WHEREAS, the parties hereto desire to amend the Registration Rights   
Agreement as set forth herein.                                                  

NOW, THEREFORE, in consideration of these premises, the parties hereto
agree as follows:                                                               

 1. Amendments. Effective as of the date hereof, the Registration Rights
Agreement is hereby amended as follows:                                         

(a) The following new definition is added to Section 1 in appropriate 
alphabetical position:                                                          

   "Second Amendment" means the second amendment to this Agreement
dated as of September 18, 2003.                                       

(b) Section 2(a) is amended by inserting a new sentence therein       
immediately following the first sentence thereof which shall read as follows:   

       "In such notice, the Stockholders may specify that the Registration
Statement shall be a shelf registration statement providing for the   
   resale pursuant to Rule 415 under the Securities Act from time to time by
the Stockholders of Registrable Securities."                          

(c) Section 9(b) is amended by deleting the final sentence thereof and
substituting in lieu thereof the following sentence:                            

EX-5
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                                                                           2

 "The registration rights granted under Sections 2 and 3 shall
terminate on the date on which all shares of Common Stock owned by the
   Stockholders are eligible for sale by them without registration under the
   Securities Act pursuant to paragraph (k) of Rule 144 under the Securities
Act."                                                                 

   (d) A new Section 9(h) is inserted immediately following Section 9(g) and
shall read as follows:                                                          

       "(h) Information. The Company agrees to provide to the Stockholders
all information they reasonably request in connection with the        
   Stockholders' financial, tax, accounting and other similar record keeping
and reporting obligations."                                           

   2. Applicable Law. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.                          

3. Counterparts. This Second Amendment may be executed in two or more 
counterparts, each of which shall constitute an original, but all of which      
when taken together shall constitute but one contract. Delivery of an executed  
counterpart of a signature page of this Second Amendment by facsimile           
transmission shall be as effective as delivery of a manually executed           
counterpart of this Second Amendment.                                           

EX-5
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                                                                           3

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.                                                       

               CONSOL ENERGY, INC.

                 By: /s/ William Lyons
                                        ------------------------------------
                        Name:  William Lyons
                         Title: Vice President

             RWE RHEINBRAUN AG

                      By: /s/ Dr. Rolf Zimmerman
                                        ------------------------------------
                             Name:  Dr. Rolf Zimmerman
                         Title: Vice President

                    By: /s/ Walter Froehling
                                        ------------------------------------
                           Name:  Walter Froehling
                         Title: Senior Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/19/03							4
		9/18/03		1					8-K
		5/23/03		1
		2/1/99		1
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