RECITALS:

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of July 22, 2013 by and among CONSOL Energy Inc., a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 1000 CONSOL Energy Drive, CNX Center, Cononsburg, PA 15317 (the “Company”), certain of the Company’s subsidiaries signatory hereto (each a “Subsidiary Guarantor”),Wells Fargo Bank, National Association, a national banking association validly existing and in good standing under the laws of the United States and having a corporate trust office at 150 East 42^nd Street, 40^th Floor, New York, NY 10017 (“Successor Trustee”) and The Bank of Nova Scotia Trust Company of New York, a banking association duly organized and existing under the laws of the State of New York and having a corporate trust office at One Liberty Plaza, 23^rd Floor, New York, New York 10006 (“Resigning Trustee”).

WHEREAS, there are currently (i) $1,500,000,000 in aggregate principal amount of the Company’s 8.00% Senior Notes Due 2017 (the “2017 Notes”) outstanding under an Indenture, dated as of April 1, 2010, by and between the Company and Resigning Trustee (as amended and supplemented as of the date hereof, the “2017 Indenture”), (ii) $1,250,000,000 in aggregate principal amount of the Company’s 8.25% Senior Notes Due 2020 (the “2020 Notes”) outstanding under an Indenture, dated as of April 1, 2010, by and between the Company and Resigning Trustee (as amended and supplemented as of the date hereof, the “2020 Indenture”) and (iii) $250,000,000 in aggregate principal amount of the Company’s 6.375% Senior Notes Due 2021 (the “2021 Notes” and, together with the 2017 Notes and the 2020 Notes, the “Securities”) outstanding under an Indenture, dated as of March 9, 2011, by and between the Company and Resigning Trustee (as amended and supplemented as of the date hereof, the “2021 Indenture” and, together with the 2017 Indenture and the 2020 Indenture, the “Indentures” or each an “Indenture”);

WHEREAS, the Company appointed Resigning Trustee as the trustee (the "Trustee"), registrar (the "Registrar") and paying agent (the "Paying Agent") under each Indenture;

WHEREAS, Section 7.08 of each Indenture provides that the Trustee may resign with respect to the related Securities by giving written notice of such resignation to the Company, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee;

WHEREAS, Section 7.08 of each Indenture provides that, if the Trustee shall resign, the Company shall promptly appoint a successor Trustee;

WHEREAS, Section 7.08 of each Indenture provides that any successor Trustee appointed in accordance with such Indenture shall execute and deliver a written acceptance of its appointment to the Company and Resigning Trustee, and thereupon the resignation of the predecessor Trustee shall become effective and such successor Trustee shall have all the rights, powers, duties of the Trustee under such Indenture;

WHEREAS, Resigning Trustee has given written notice to the Company that it is resigning as Trustee, Registrar and Paying Agent under the Indentures;

WHEREAS, the Company desires to appoint Successor Trustee as successor Trustee, Registrar and Paying Agent to succeed Resigning Trustee in such capacities under the Indentures; and

WHEREAS, Successor Trustee is willing to accept such appointment as successor Trustee, Registrar and Paying Agent under the Indentures;

NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

1.1    Pursuant to Section 7.08 of each Indenture, Resigning Trustee has in writing notified the Company that Resigning Trustee is resigning as Trustee, Registrar and Paying Agent under the Indentures.

1.2    Resigning Trustee hereby represents and warrants to Successor Trustee that:

1.3    As of the effective date hereof, Resigning Trustee assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indentures and all the rights, powers, trusts, privileges, immunities, duties and obligations of the Trustee under the Indentures. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts, privileges, immunities, duties and obligations hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar and Paying Agent under the Indentures.

1.4    Resigning Trustee shall deliver to Successor Trustee, as of or promptly after the effective date hereof, all of the documents listed on Exhibit A hereto.

2.1    The Company hereby accepts the resignation of Resigning Trustee as Trustee, Registrar and Paying Agent under the Indentures.

2.2    The Company hereby appoints Successor Trustee as Trustee, Registrar and Paying Agent under the Indentures to succeed to, and hereby vests Successor Trustee with, all the rights, powers, trusts, privileges, immunities, duties and obligations of Resigning Trustee under the Indentures with like effect as if originally named as Trustee, Registrar and Paying Agent in the Indentures.

2.3    Promptly after the effective date of this Agreement, the Company shall cause a notice, substantially in the form of Exhibit B annexed hereto, to be sent to each Holder of the Securities.

2.4    The Company hereby represents and warrants to Resigning Trustee and Successor Trustee that:

3.1    Successor Trustee hereby represents and warrants to Resigning Trustee and to the Company that:

3.2    Successor Trustee hereby accepts its appointment as successor Trustee, Registrar and Paying Agent under the Indentures and accepts the rights, powers, trusts, privileges, immunities, duties and obligations of Resigning Trustee as Trustee, Registrar and Paying Agent under the Indentures, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee, Registrar and Paying Agent under the Indentures.

3.3    References in the Indentures to “Principal Office” or other similar terms shall be deemed to refer to the designated corporate trust office of Successor Trustee, which is presently located at 150 East 42^nd Street, 40^th Floor, New York, NY 10017.

4.1    Except as otherwise expressly provided herein or unless the context otherwise requires, all capitalized terms used herein which are defined in the Indentures shall have the meanings assigned to them in the Indentures.

4.2    This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on July 22, 2013.

4.3    This Agreement does not constitute a waiver by any of the parties hereto of any obligation or liability which Resigning Trustee may have incurred in connection with its serving as Trustee, Paying Agent or Registrar under the Indentures or an assumption by Successor Trustee of any liability of Resigning Trustee arising out of a breach by Resigning Trustee prior to its resignation of its duties under any Indenture. The parties hereto agree that this Agreement does not constitute an assumption by Successor Trustee of any liability of Resigning Trustee arising out of any actions or inaction by Resigning Trustee in performance (or non-performance) of its duties under the Indentures.

4.4    Resigning Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Resigning Trustee in its capacity as Trustee, Registrar and Paying Agent under Section 7.07 of each Indenture and reimbursement in full by the Company of the expenses, disbursements and advances incurred or made by Resigning Trustee in its capacity as Trustee, Registrar and Paying Agent in accordance with the provisions of each Indenture. Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it pursuant to the provisions of Section 7.07 of such Indenture. This Agreement does not constitute a waiver or assignment by the Resigning Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Indentures. The Company acknowledges its obligation set forth in Section 7.07 of each Indenture to indemnify Resigning Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred without willful misconduct, negligence or bad faith on the part of Resigning Trustee and arising out of the acceptance or administration of the trust evidenced by the Indentures (which obligation shall survive the execution hereof).

4.5    [Reserved]

4.6    This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof that would result in the application of the laws of any other jurisdiction.

4.7    This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

4.8    The Company acknowledges that, in accordance with Section 326 of the USA Patriot Act, Successor Trustee, in order to help fight the funding of terrorism and prevent money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with Successor Trustee. The Company agrees that it will provide Successor Trustee with such information as it may request in order for Successor Trustee to satisfy the requirements of the USA Patriot Act.

4.9    This Agreement sets forth the entire agreement of the parties with respect to its subject matter, and supersedes and replaces any and all prior contemporaneous warranties, representations or agreements, whether oral or written, with respect to the subject matter of this Agreement other than those contained in this Agreement.

4.10    The Company, Resigning Trustee and Successor Trustee hereby acknowledge receipt of an executed counterpart of this Agreement.

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If to Successor Trustee:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, all as of the day and year first above written.

NOTICE IS HEREBY GIVEN, pursuant to the Indenture (the “Indenture”), dated as of [April 1, 2010][March 9, 2011], by and between Consol Energy Inc. and The Bank of Nova Scotia Trust Company of New York (“Bank of Nova Scotia”), as Trustee, that Bank of Nova Scotia has resigned as trustee, registrar and paying agent under the Indenture.

Pursuant to Section 7.08 of the Indenture,

Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States (“Wells Fargo”), has accepted appointment as trustee, registrar and paying agent under the Indenture. The address of the designated corporate trust office of the successor Trustee is 150 East 42^nd Street, 40^th Floor, New York, NY 10017.

Bank of Nova Scotia’s resignation as trustee, registrar and paying agent and Wells Fargo’s appointment as successor trustee, registrar and paying agent were effective as of the opening of business on July 22, 2013.

Dated: July 22, 2013