Exhibit 2.2

FORM OF

TAX MATTERS AGREEMENT

BY AND BETWEEN

CONSOL ENERGY INC.

AND

CONSOL MINING CORPORATION

DATED AS OF                     , 2017

TABLE OF CONTENTS

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of             , by and between CONSOL Energy Inc., a Delaware corporation (“ Parent ”), and CONSOL Mining Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“ CoalCo ”) (collectively, the “ Companies ” and each a “ Company ”).

RECITALS

WHEREAS, Parent and CoalCo have entered into a Separation and Distribution Agreement, dated as of              (the “ Separation and Distribution Agreement ”), providing for the separation of the Parent Group from the CoalCo Group;

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement, Parent will, among other things, (i) transfer the Coal Assets to CoalCo and its Subsidiaries, in actual or constructive exchange for (a) the issuance by CoalCo to Parent of CoalCo Common Stock, (b) the assumption by CoalCo and its Subsidiaries of the CoalCo Liabilities, and (c) the transfer by CoalCo to Parent of cash in an amount equal to approximately $             (the “ Cash Payment ”), (ii) transfer the Cash Payment to third-party creditors or stockholders of Parent in connection with the reorganization and as contemplated by the Ruling Request (the “ Creditor Repayment ”), and (iii) effect the Distribution;

WHEREAS, for U.S. Federal Income Tax purposes, it is intended that the Contribution and Distribution shall qualify as transactions that are generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, as of the date hereof, Parent is the common parent of an affiliated group (as defined in Section 1504 of the Code) of corporations, including CoalCo, which has elected to file consolidated Federal Income Tax Returns;

WHEREAS, as a result of the Distribution, CoalCo and its subsidiaries will cease to be members of the affiliated group of which Parent is the common parent (the “Deconsolidation” );

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section 1. Definition of Terms . For purposes of this agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement:

“Accounting Cutoff Date” shall mean, with respect to CoalCo, any date as of the end of which there is a closing of the financial accounting records for such entity.

“Adjustment Request” shall mean any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, Refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for Refund or credit of Taxes previously paid.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. The status of an Affiliate shall be determined immediately after the Distribution. For the purpose of this definition, “ control ” (including, with correlative meanings, “ controlled by ” and “ under common control with ”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement, (a) no member of the CoalCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the CoalCo Group.

“Agreement” shall mean this Tax Matters Agreement.

“Ancillary Agreements ” shall have the meaning set forth in the Separation and Distribution Agreement.

“Approvals or Notifications” shall have the meaning set forth in the Separation and Distribution Agreement.

“business day” shall have the meaning set forth in the Separation and Distribution Agreement.

“CFO Certificate” shall have the meaning set forth in Section 7.02(e) of this Agreement.

“Coal Asset” shall have the meaning set forth in the Separation and Distribution Agreement.

“CoalCo” shall have the meaning set forth in the first sentence of this Agreement, and references herein to CoalCo shall include any entity treated as a successor to CoalCo.

“CoalCo Active Trade or Business” shall mean the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) of the Coal Active Business by

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CoalCo’s “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) and (in respect of the portion of the Coal Active Business comprising the MLP Business) through CNX Coal Resources (“Coal Active Business” and “MLP Business” each having the meaning set forth with respect to such term in the Representation Letters supporting the opinion of Parent’s Tax Advisors issued in connection with the closing of the Distribution).

“CoalCo Capital Stock ” shall mean all classes or series of capital stock of CoalCo, including (i) the CoalCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in CoalCo for U.S. Federal Income Tax purposes.

“CoalCo Carryback Item” shall mean any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the CoalCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“CoalCo Common Stock” shall have the meaning ascribed to the term “CoalCo Shares” in the Separation and Distribution Agreement.

“CoalCo Federal Consolidated Income Tax Return” shall mean any Federal Income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code) of which CoalCo is the common parent.

“CoalCo Group” shall mean (a) prior to the Effective Time, CoalCo and each Person that will be an Affiliate of CoalCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not an Affiliate of CoalCo; and (b) on and after the Effective Time, CoalCo and each Person that is an Affiliate of CoalCo.

“CoalCo Retained Other Taxes” shall mean Other Taxes incurred in the ordinary course of business that have been accrued on the financial statements of any member of the CoalCo Group as of the Distribution Date, excluding, for the avoidance of doubt, Other Taxes imposed with respect to the Transactions.

“CoalCo Separate Return” shall mean any Separate Return of CoalCo or any member of the CoalCo Group.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Combined Tax Ticket” shall have the meaning set forth in Section 3(c)(i) of this Agreement.

“Companies” and “Company” shall have the meaning set forth in the first sentence of this Agreement.

“Compensatory Equity Interests” shall have the meaning set forth in Section 6.02(a) of this Agreement.

“Contribution” shall mean the transfer of Coal Assets by Parent to CoalCo and its Subsidiaries pursuant to the Separation and Distribution Agreement in actual or constructive

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exchange for (i) the issuance by CoalCo to Parent of shares of CoalCo Common Stock, (ii) the assumption by CoalCo and its Subsidiaries of the CoalCo Liabilities and (iii) the transfer by CoalCo to Parent of the Cash Payment.

“Deconsolidation” shall have the meaning set forth in the recitals to this Agreement.

“Deconsolidation Date” shall mean the last date on which CoalCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the common parent.

“DGCL” shall mean the Delaware General Corporation Law.

“Distribution” shall mean the distribution by Parent of all the common stock of CoalCo pro rata to holders of Parent common stock as more fully described in the Separation and Distribution Agreement.

“Distribution Date” shall have the meaning set forth in the Separation and Distribution Agreement.

“Distribution-Related Tax Contest ” shall mean any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to (i) adversely affect the Tax-Free Status of the Contribution and Distribution or (ii) jeopardize or prevent a Separation Transaction having the tax treatment described in the Tax Opinions/Rulings.

“ Due Date” means with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return is required to be filed under applicable Law.

“Effective Time” shall mean 11:59 p.m., New York City time, on the Distribution Date.

“Employee Matters Agreement ” shall mean the Employee Matters Agreement, dated as of             , by and between Parent and CoalCo.

“Federal Income Tax” shall mean any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Income Tax Return” shall mean any Tax Return of (i) any member of the CoalCo Group (including any consolidated, combined or unitary return), or (ii) any member of the Parent Group (including any consolidated, combined or unitary return), in each case, with respect to Federal Income Taxes, including any Parent Federal Consolidated Income Tax Return and any CoalCo Federal Consolidated Income Tax Return.

“Federal Other Tax” shall mean any Tax imposed by the federal government of the United States of America other than any Federal Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Tax” shall mean any Federal Income Tax or Federal Other Tax.

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“Federal Tax Return ” shall mean any Tax Return of (i) any member of the CoalCo Group (including any consolidated, combined or unitary return), or (ii) any member of the Parent Group (including any consolidated, combined or unitary return), in each case, with respect to Federal Taxes.

“Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“Filing Date” shall have the meaning set forth in Section 7.05(d) of this Agreement.

“Final Determination” shall mean the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a Refund or credit in respect of an overpayment of Income Tax or Other Tax, but only after the expiration of all periods during which such Refund may be recovered (including by way of offset) by the jurisdiction imposing such Income Tax or Other Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Foreign Income Tax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Foreign Other Tax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, other than any Foreign Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Foreign Tax” shall mean any Foreign Income Taxes or Foreign Other Taxes.

“Foreign Tax Return” shall mean any Tax Return of (i) any member of the CoalCo Group (including any consolidated, combined or unitary return), or (ii) any member of the Parent Group (including any consolidated, combined or unitary return), in each case, with respect to Foreign Taxes.

“Governmental Authority” shall have the meaning set forth in the Separation and Distribution Agreement.

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“Group” shall mean the Parent Group or the CoalCo Group, or both, as the context requires.

“IRS” shall mean the United States Internal Revenue Service.

“Joint Return” shall mean any Tax Return of a member of the Parent Group or the CoalCo Group that is not a Separate Return.

“Notified Action ” shall have the meaning set forth in Section 7.04(a) of this Agreement.

“Parent Adjustment” shall mean any proposed adjustment by a Tax Authority or claim for Refund asserted in a Tax Contest to the extent Parent would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.

“Parent Affiliated Group” shall have the meaning set forth in the definition of “Parent Federal Consolidated Income Tax Return.”

“Parent Asset” shall have the meaning set forth in the Separation and Distribution Agreement.

“Parent Federal Consolidated Income Tax Return” shall mean any Federal Income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Parent is the common parent (the “ Parent Affiliated Group ”).

“Parent Foreign Combined Income Tax Return” shall mean a consolidated, combined or unitary or other similar Foreign Income Tax Return or any Foreign Income Tax Return with respect to any profit and/or loss sharing group, group payment or similar group or fiscal unity that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the CoalCo Group.

“Parent Group” shall mean Parent and each Person that is an Affiliate of Parent (other than CoalCo and any other member of the CoalCo Group).

“Parent Separate Return” shall mean any Separate Return of Parent or any member of the Parent Group.

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“Parent State Combined Income Tax Return” shall mean a consolidated, combined or unitary or other similar State Income Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the CoalCo Group.

“Party” shall mean any party to this Agreement as the context requires.

“Past Practices” shall have the meaning set forth in Section 4.02(a) of this Agreement.

“Payment Date” shall mean (i) with respect to any Parent Federal Consolidated Income Tax Return, the Due Date for any required installment of estimated taxes determined under Section 6655 of the Code, the Due Date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Payor” shall have the meaning set forth in Section 5.04(a) of this Agreement.

“Person” shall mean any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. Federal Income Tax purposes.

“Post-Deconsolidation Period” shall mean any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Deconsolidation Date.

“Post-Distribution Ruling” shall have the meaning set forth in Section 7.02(d) of this Agreement.

“Pre-Deconsolidation Period” shall mean any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

“Proposed Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by CoalCo management or shareholders, is a hostile acquisition, or otherwise, as a

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result of which CoalCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from CoalCo and/or one or more holders of outstanding shares of CoalCo Capital Stock, a number of shares of CoalCo Capital Stock that would, when combined with any other changes in ownership of CoalCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (A) the value of all outstanding shares of stock of CoalCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares of voting stock of CoalCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by CoalCo of a shareholder rights plan or (B) issuances by CoalCo that satisfy “Safe Harbor VIII” (relating to acquisitions in connection with a person’s performance of services) or “Safe Harbor IX” (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

“Recipient” shall mean, with respect to the transfers occurring pursuant to the Transactions, the Party receiving assets and/or liabilities.

“Refund” shall mean any refund of Taxes, including any refund or reduction in Tax Liabilities by means of a credit or offset.

“Representation Letters” shall mean the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by, or on behalf of, Parent, CoalCo or others to a Tax Advisor or Tax Authority in connection with the issuance by such Tax Advisor and/or the issuance by the IRS or other Tax Authority of the Tax Opinions/Rulings.

“Required Party” shall have the meaning set forth in Section 5.04(a) of this Agreement.

“Responsible Company” shall mean, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“Restriction Period” shall mean the period beginning on the date hereof and ending on the day after the two-year anniversary of the Distribution Date.

“Retained PAMC Business” shall have the meaning set forth with respect to such term in the Representation Letters supporting the opinion of Parent’s Tax Advisors issued in connection with the closing of the Distribution.

“Retention Date” shall have the meaning set forth in Section 9.01 of this Agreement.

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“Ruling Request” shall mean any letter filed by Parent with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of any of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such ruling request letter.

“Section 336(e) Election” shall have the meaning set forth in Section 7.06 of this Agreement.

“Section 7.02(e) Acquisition Transaction” shall mean any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

“Separate Return” shall mean (a) in the case of any Tax Return of any member of the CoalCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the CoalCo Group.

“Separate Tax Ticket” shall have the meaning set forth in Section 3(c)(i) of this Agreement.

“Separation and Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Separation Transactions” shall mean the Contribution, the Distribution and the other transactions contemplated by the Separation and Distribution Agreement.

“State Income Tax” shall mean any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or any city or municipality located therein, which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Income Tax Return” shall mean any Tax Return with respect to State Income Taxes.

“State Other Tax” shall mean any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or by any city or municipality located therein, other than any State Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Tax” shall mean any State Income Taxes or State Other Taxes.

“State Tax Return” shall mean any Tax Return of (i) any member of the CoalCo Group (including any consolidated, combined or unitary return), or (ii) any member of the Parent Group (including any consolidated, combined or unitary return), in each case, with respect to State Taxes.

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“Straddle Period” shall mean any Tax Period that begins on or before and ends after the Deconsolidation Date.

“Subsidiary” shall have the meaning set forth in the Separation and Distribution Agreement.

“Tax” or “Taxes” shall mean any income, gross income, gross receipts, profits, capital stock, franchise, withholding, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Tax Advisor” shall mean a United States tax counsel or accountant of recognized national standing.

“Tax Advisor Dispute” shall have the meaning set forth in Section 14 of this Agreement.

“Tax Attribute” or “Attribute” shall mean a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

“Tax Authority” shall mean, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” shall mean any loss, deduction, Refund, credit, or other item reducing Taxes otherwise payable.

“Tax Contest” shall mean an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for Refund).

“Tax-Free Status” shall mean the qualification of the Contribution and Distribution, taken together, (a) as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c)(2) of the Code, and (c) as a transaction in which Parent, CoalCo and the members of their respective Groups recognize no income or gain for U.S. Federal Income Tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than (x) gain recognized pursuant to Section 361(b) with respect to any portion of the Cash Payment that is not transferred to shareholders or creditors of Parent in connection with the Contribution and Distribution or (y) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax Item” shall mean, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

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“Tax Law” shall mean the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Opinions/Rulings” shall mean each opinion of a Tax Advisor and/or the rulings by the IRS or other Tax Authorities delivered to Parent in connection with and regarding the Federal Income Tax treatment of the Contribution and the Distribution, or otherwise with respect to the Separation Transactions.

“Tax Period” shall mean, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” shall mean any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

“Tax-Related Losses” shall mean (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all reasonable accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (iii) all reasonable costs and expenses and any damages associated with stockholder litigation or controversies and any amount required to be paid by Parent (or any Parent Affiliate) or CoalCo (or any CoalCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from (x) the failure of the Contribution and the Distribution to have Tax-Free Status or (y) the failure of any Separation Transaction to have the tax treatment described in the Tax Opinions/Rulings; provided , that amounts shall be treated as having been required to be paid for purposes of clause (iii) of this definition to the extent they are paid in a good faith compromise of an asserted claim.

“Tax Return” or “Return” shall mean any report of Taxes due, any claim for Refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing. A Tax Return shall not be construed to include a Separate Tax Ticket, a Combined Tax Ticket or any other tax ticket described in Section 3(c) of this Agreement.

“Transactions” shall mean the Contribution, the Distribution, the Creditor Repayment, and the other transactions contemplated by the Separation and Distribution Agreement.

“Transferee Party” shall mean (i) CoalCo or the applicable member(s) of the CoalCo Group to which Coal Assets are contributed, assigned, transferred, conveyed or delivered by Parent or applicable members of the Parent Group, pursuant to the Plan of Reorganization set forth in Section 2.1(a) of the Separation and Distribution Agreement, and (ii) Parent or the applicable member(s) of the Parent Group to which Parent Assets are contributed, assigned,

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transferred, conveyed or delivered by CoalCo or applicable members of the CoalCo Group, pursuant to such Plan of Reorganization; in each case, as applicable.

“Transferor” shall mean, with respect to the transfers occurring pursuant to the Transactions, the Party transferring assets and/or liabilities.

“Transferred Assets” shall mean (i) the Coal Assets that are contributed, assigned, transferred, conveyed or delivered to CoalCo, or the applicable member(s) of the CoalCo Group, by Parent or applicable members of the Parent Group, pursuant to the Plan of Reorganization set forth in Section 2.1(a) of the Separation and Distribution Agreement, and (ii) the Parent Assets that are contributed, assigned, transferred, conveyed or delivered to Parent, or member(s) of the Parent Group designated by Parent, by CoalCo or the applicable members of the CoalCo Group, pursuant to such Plan of Reorganization; in each case, as applicable. “Transferred Asset” shall be accordingly construed to mean each of the Transferred Assets, individually. For the absence of doubt, any entity (and the equity interests in any entity) shall not be construed to be a “Transferred Asset.”

“Transferred Entities” shall have the meaning in the Separation and Distribution Agreement.

“Transferring Party” shall mean (i) the Parent or applicable member(s) of the Parent Group that contribute, assign, transfer, convey or deliver one or more Coal Assets to CoalCo or applicable members of the CoalCo Group, pursuant to the Plan of Reorganization set forth in Section 2.1(a) of the Separation and Distribution Agreement, and (ii) CoalCo or applicable member(s) of the CoalCo Group that contribute, assign, transfer, convey or deliver one or more Parent Assets to Parent or the applicable member(s) of the Parent Group, pursuant to such Plan of Reorganization; in each case, as applicable.

“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” shall mean an unqualified opinion of a Tax Advisor on which Parent may rely to the effect that a transaction (i) will not affect the Tax-Free Status of the Contribution and the Distribution, and (ii) will not adversely affect any of the conclusions set forth in the Tax Opinions/Rulings; provided, that any tax opinion obtained in connection with a proposed acquisition of CoalCo Capital Stock entered into during the Restriction Period shall not qualify as an Unqualified Tax Opinion unless such tax opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the Distribution. Any such opinion must assume that the Contribution and Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

Section 2. Allocation of Tax Liabilities.

Section 2.01 General Rule .

(a) Parent Liability . Parent shall be liable for, and shall indemnify and hold harmless the CoalCo Group from and against any liability for, Taxes that are allocated to Parent, or for which Parent is responsible, under this Section 2 .

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(b) CoalCo Liability . CoalCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes that are allocated to CoalCo, or for which CoalCo is responsible, under this Section 2 .

(c) Costs and Expenses . The amounts for which Parent or CoalCo, as applicable, is liable pursuant to Sections 2.01(a) and (b) , respectively, or for which either Company or a member of its Group is liable pursuant to Section 2.05 , shall include all accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

(d) Final Determination Taxes . For the avoidance of doubt, any reference to any Taxes due with respect to, attributable to or required to be reported on any Tax Return contained in Section 2.02 , Section 2.03 or Section 2.04 , and any reference to any Taxes in Section 2.05 , shall include, unless specifically excluded, a reference to any such Taxes imposed or payable as a result of a Final Determination.

Section 2.02 Allocation of United States Federal Income Tax and Federal Other Tax . Except as otherwise provided in Section 2.05 , Federal Income Tax and Federal Other Tax shall be allocated as follows:

(a) Allocation of Tax Relating to Parent Federal Consolidated Income Tax Returns . With respect to any Parent Federal Consolidated Income Tax Return, Parent shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any such Income Tax Return (including any increase in such Tax as a result of a Final Determination).

(b) Allocation of Tax Relating to Federal Separate Income Tax Returns . (i) Parent shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Parent Separate Return (and any and all Federal Income Tax of Parent or any member of the Parent Group imposed by way of withholding by a member of the CoalCo Group), including any increase in such Tax as a result of a Final Determination; (ii) CoalCo shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any CoalCo Separate Return (and any and all Federal Income Tax of CoalCo or any member of the CoalCo Group imposed by way of withholding by a member of the Parent Group), including any increase in such Tax as a result of a Final Determination.

(c) Allocation of Federal Other Tax . Parent shall be responsible for any and all Federal Other Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination) or otherwise imposed on any member of the Parent Group; (ii) CoalCo shall be responsible for any and all Federal Other Taxes due with respect to or required to be reported on any CoalCo Separate Return (including any increase in such Tax as a result of a Final Determination) or otherwise imposed on any member of the CoalCo Group.

Section 2.03 Allocation of State Income and State Other Taxes . Except as otherwise provided in Section 2.05 , State Income Tax and State Other Tax shall be allocated as follows:

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(a) Allocation of Tax Relating to Parent State Combined Income Tax Returns . Parent shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any Parent State Combined Income Tax Return (including any increase in such Tax as a result of a Final Determination).

(b) Allocation of State Income Tax Relating to Separate Returns . (i) Parent shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any Parent Separate Return (and any and all State Income Tax of Parent or any member of the Parent Group imposed by way of withholding by a member of the CoalCo Group), including any increase in such Tax as a result of a Final Determination; (ii) CoalCo shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any CoalCo Separate Return (and any and all State Income Tax of CoalCo or any member of the CoalCo Group imposed by way of withholding by a member of the Parent Group), including any increase in such Tax as a result of a Final Determination.

(c) Allocation of State Other Tax . Parent shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination) or otherwise imposed on any member of the Parent Group and CoalCo shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any CoalCo Separate Return (including any increase in such Tax as a result of a Final Determination) or otherwise imposed on any member of the CoalCo Group; provided, however , that (i) any sales, use or severance Taxes imposed for any Pre-Deconsolidation Period with respect to any Transferred Assets with respect to which Leatherwood Inc. is the Transferring Party shall be the responsibility of the relevant Transferee Party; (ii) any ad valorem and other property Taxes imposed with respect to a Transferred Asset for a taxable period that includes but does not end on the date of any transfer of such Transferred Asset from the Parent Group to the CoalCo Group (or from the CoalCo Group to the Parent Group, as applicable) in connection with the Separation Transactions (the “Asset Transfer Date”) shall be allocated between the Parent Group and the CoalCo Group pursuant to Section 3(c) below and (iii) any ad valorem and other property Taxes imposed for any taxable period ending on or prior to the relevant Asset Transfer Date with respect to any well property that is a Transferred Asset with respect to which Leatherwood Inc. is the Transferring Party and that have not been paid on or prior to such Asset Transfer Date shall be the responsibility of the relevant Transferee Party with respect to such well property.

Section 2.04 Allocation of Foreign Taxes . Except as otherwise provided in Section 2.05 , Foreign Income Tax and Foreign Other Tax shall be allocated as follows:

(a) Allocation of Tax Relating to Parent Foreign Combined Income Tax Returns . Parent shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any Parent Foreign Combined Income Tax Return (including any increase in such Tax as a result of a Final Determination).

(b) Allocation of Foreign Income Tax Relating to Separate Returns . (i) Parent shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any Parent Separate Return (and any and all Foreign Income Tax of Parent or any member of the Parent Group imposed by way of withholding by a member of the CoalCo

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Group), including any increase in such Foreign Income Tax as a result of a Final Determination; (ii) CoalCo shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any CoalCo Separate Return (and any and all Foreign Income Tax of CoalCo or any member of the CoalCo Group imposed by way of withholding by a member of the Parent Group), including any increase in such Foreign Income Tax as a result of a Final Determination.

(c) Allocation of Foreign Other Tax . Parent shall be responsible for any and all Foreign Other Taxes due with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax as a result of a Final Determination) or otherwise imposed on any member of the Parent Group; (ii) CoalCo shall be responsible for any and all Foreign Other Taxes due with respect to or required to be reported on any CoalCo Separate Return (including any increase in such Tax as a result of a Final Determination) or otherwise imposed on any member of the CoalCo Group.

Section 2.05 Certain Transaction and Other Taxes .

(a) CoalCo Liability . CoalCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for:

(i) any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the CoalCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; provided, however, in the case of any applicable state, county, or other local real estate transfer Tax, grantor Tax, or documentary transfer Tax imposed on the transfer of Transferred Assets, the relevant Transferee Party shall be liable for any such Tax notwithstanding which Party may be primarily liable under the applicable Tax Law;

(ii) any Tax resulting from a breach by CoalCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letters or any Tax Opinions/Rulings; and

(iii) any Tax-Related Losses for which CoalCo is responsible pursuant to Section 7.05 of this Agreement.

(b) Parent Liability . Parent shall be liable for, and shall indemnify and hold harmless the CoalCo Group from and against any liability for:

(i) any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; provided, however , in the case of any applicable state, county, or other local real estate transfer Tax, grantor Tax, or documentary transfer Tax imposed on the transfer of Transferred Assets, the relevant Transferee Party shall be liable for any such Tax notwithstanding which Party may be primarily liable under the applicable Tax Law;

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(ii) any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letters or any Tax Opinions/Rulings; and

(iii) any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement.

Section 3. Proration of Taxes for Straddle Periods and Certain Other Periods.

(a) General Method of Proration . Except as provided in Section 3(c) below, in the case of any Straddle Period, Tax Items shall be apportioned between Pre-Deconsolidation Periods and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as reasonably interpreted and applied by Parent. With respect to the Parent Federal Consolidated Income Tax Return for the taxable year that includes the Distribution, Parent shall determine in its sole discretion whether to make an election under Treasury Regulations Section 1.1502-76(b)(2)(ii). If the Deconsolidation Date is not an Accounting Cutoff Date, the provisions of Treasury Regulations Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items (other than extraordinary items) for the month which includes the Deconsolidation Date.

(b) Transactions Treated as Extraordinary Item . In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods.

(c) Ad Valorem and Other Property Taxes . Ad valorem and other property taxes imposed or assessed with respect to a Transferred Asset with respect to the taxable period during which the transfer of such Transferred Asset occurs (the “ Current Property Taxes ”) shall be prorated between the Transferring Party and the Transferee Party with respect to such Transferred Asset based on (x) in the case of a Transferred Asset that, prior to the Asset Transfer Date, (I) was not reflected on a tax bill or (II) formed a part of a Combined Tax Ticket (as defined below) that was subsequently separated into a Transferred Asset and a Parent Asset or a Coal Asset, as applicable, (A) the relative taxable values as of the Asset Transfer Date, of the Transferred Asset, on the one hand, and the Parent Asset or Coal Asset, as applicable, into which such asset was separated as a result of the transfer, on the other hand, and (B) the number of days during such taxable period that such Transferred Asset was owned, respectively, by the Transferring Party and by the Transferee Party, and (y) in the case of a Transferred Asset that, prior to the Asset Transfer Date, had a Separate Tax Ticket (as defined below), the number of days during such taxable period that such Transferred Asset was owned by the Transferring Party and the Transferee Party, respectively. The Transferring Party shall be responsible for the Current Property Taxes to the extent that they are attributable to such Transferred Asset for periods prior to the Asset Transfer Date and the Transferee Party shall be responsible for the

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Current Property Taxes to the extent that they are attributable to such Transferred Asset for periods on and after the Asset Transfer Date.

(i) Itemization. Within ninety (90) days following the Asset Transfer Date, or at least thirty (30) days prior to the date that the relevant Current Property Taxes become due and payable, whichever is earlier, the Transferring Party shall furnish the Transferee Party with a written list setting out, for each Transferred Asset that such Transferring Party contributed, assigned, transferred, conveyed or delivered unto such Transferee Party, the Transferring Party’s determination regarding whether there is or is not a separate tax ticket or bill that covers such Transferred Asset (each, a “Separate Tax Ticket ” ), a tax ticket or bill that covers both the Transferred Asset and a real property interest being retained by the Transferring Party (each, a “Combined Tax Ticket ” that will need to be “split”), or any tax ticket or bill whatsoever that covers the Transferred Asset, and stating for each such Transferred Asset whether the Current Property Taxes have been paid in full as well as, if not paid in full, the amount of such Current Property Taxes that are, at the time, outstanding. The following payment obligations shall apply based upon such determination:

(A) If Separate Tax Ticket Exists . If at the Asset Transfer Date a Separate Tax Ticket exists for the Transferred Asset, the Transferee Party with respect to such Transferred Asset shall timely pay any outstanding, unpaid Current Property Taxes assessed against such Transferred Asset in full, so as to avoid any delinquency, penalty or forfeiture;

(B) If No Tax Ticket Exists . If at the Asset Transfer Date there is no tax ticket or bill that covers the Transferred Asset, the Transferee Party with respect to such Transferred Asset shall (x) cause the Transferred Asset to be entered for assessment of ad valorem or other applicable property taxes, and (y) pay any back ad valorem or other applicable property taxes, fees, penalties or interest relating thereto or necessary in order to preserve the rights of the Transferee Party relative to the Transferred Asset; and

(C) If a Combined Tax Ticket Exists . If at the Asset Transfer Date a Combined Tax Ticket exists with respect to the Transferred Asset, the Transferring Party with respect to such Transferred Asset shall timely pay any outstanding, unpaid Current Property Taxes shown on such Combined Tax Ticket in full, so as to avoid any delinquency, penalty or forfeiture.

(ii) Cooperation . The Transferring Party shall cooperate in good faith with the Transferee Party, including without limitation by furnishing copies of tax tickets, tax account numbers and other relevant tax information requested by the Transferee Party, in order to ensure that the Transferee Party has the information needed to timely pay the Current Property Taxes that the Transferee Party is required to pay pursuant to this Section 3(c) . The Transferring Party and the Transferee Party shall cooperate in good faith with each other (each at its own cost and expense), including without limitation by (1) upon request executing, filing, submitting or delivering to the other Party such Approvals or Notifications, information or applications as are necessary or reasonably required, and (2) participating in and taking such actions as are necessary or reasonably requested, in each case, in order to obtain from any pertinent Tax Authority such Separate Tax Tickets or accounts as are needed for purposes of having any Transferred Asset for which there was no such Separate Tax Ticket at the Asset Transfer Date

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separately assessed in the name of the Transferee Party for the next taxable period beginning after such Asset Transfer Date or in order to have the Transferred Asset entered for assessment.

(iii) Reimbursement . Indemnity payments required for the payment of Current Property Taxes shall be invoiced and paid in accordance with Section 5.04 . The Transferring Party shall reimburse the Transferee Party for (1) the Transferring Party’s pro rata share of any Current Property Taxes that the Transferee Party is obligated to timely pay pursuant to Section 3(c)(i)(A) hereof, and (2) all amounts paid to any Tax Authority by the Transferee Party pursuant to Section 3(c)(i)(B)(y) hereof, in each case, that are shown on such invoice. The Transferee Party shall reimburse the Transferring Party for (1) the Transferee Party’s pro rata share of any Current Property Taxes that the Transferring Party is obligated to timely pay pursuant to Section 3(c)(i)(C) hereof, and (2) the Transferee Party’s share as determined pursuant to this Section 3(c) of any Current Property Taxes that were paid by Transferring Party prior to the Asset Transfer Date but are attributable to periods on and after that date, in each case, that are shown on such invoice.

Section 4. Preparation and Filing of Tax Returns.

Section 4.01 General . Except as otherwise provided in this Section 4 , Tax Returns shall be prepared and filed when due (taking into account extensions) by the Person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of Tax Returns, including by providing information required to be provided pursuant to Section 8 .

Section 4.02 Parent’s Responsibility . Parent has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a) Parent Federal Consolidated Income Tax Returns for any Tax Periods ending on, before or after the Deconsolidation Date;

(b) Parent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns and any other Joint Returns which Parent reasonably determines are required to be filed (or which Parent chooses to be filed) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Deconsolidation Date; provided, however , that Parent shall provide advance written notice of such determination to file such Parent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns or other Joint Returns to CoalCo if the Tax Returns in such jurisdiction for such type of Tax for the immediately preceding taxable year were not filed on a consolidated, combined, unitary or other joint basis; and

(c) Parent Separate Returns and CoalCo Separate Returns which Parent reasonably determines are required to be filed by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Deconsolidation Date (limited, in the case of CoalCo Separate Returns, to such Returns for which the Due Date is on or before the Deconsolidation Date).

Section 4.03 CoalCo’s Responsibility . CoalCo shall prepare and file, or shall cause to

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be prepared and filed, all Tax Returns required to be filed by or with respect to members of the CoalCo Group other than those Tax Returns which Parent is required or entitled to prepare and file under Section 4.02 . The Tax Returns required to be prepared and filed by CoalCo under this Section 4.03 shall include (a) any CoalCo Federal Consolidated Income Tax Return for Tax Periods ending after the Deconsolidation Date and (b) CoalCo Separate Returns for which the Due Date is after the Deconsolidation Date.

Section 4.04 Tax Accounting Practices .

(a) General Rule . Except as otherwise provided in Section 4.02(b) , with respect to any Tax Return that CoalCo has the obligation and right to prepare and file, or cause to be prepared and filed, for any Pre-Deconsolidation Period or Straddle Period (or any Tax Period beginning after the Deconsolidation Date to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return that Parent has the obligation or right to prepare and file for any Pre-Deconsolidation Period or any Straddle Period), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“ Past Practices ”) used with respect to the Tax Returns in question except to the extent otherwise required by applicable law. Except as otherwise provided in Section 4.02(b) , Parent shall prepare any Tax Return which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.02 , in accordance with reasonable Tax accounting practices selected by Parent.

(b) Reporting of Transactions . Except to the extent otherwise required by a change in applicable law or as a result of a Final Determination, (A) neither Parent nor CoalCo shall, and shall not permit or cause any member of its respective Group to, take any position that is inconsistent with either (x) the treatment of the Contribution and Distribution, taken together, as having Tax-Free Status (or analogous status under state or local law) or (y) the tax treatment of any of the Separation Transactions as having the treatment described in the Tax Opinions/Rulings and, (B) CoalCo shall not, and shall not permit or cause any member of the CoalCo Group to, take any position with respect to an item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a Tax Return required to be prepared or filed by Parent pursuant to Section 4.02 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return).

Section 4.05 Consolidated or Combined Tax Returns . CoalCo will elect and join, and will cause its respective Affiliates to elect and join, in filing any Parent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns and any other Joint Returns that Parent reasonably determines are required to be filed (or that Parent chooses to file) by the Companies or any of their Affiliates for Tax Periods ending on or before the Deconsolidation Date. With respect to any CoalCo Separate Returns relating to any Tax Period (or portion thereof) ending on or prior to the Distribution Date, CoalCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar Joint Returns, to the extent each entity is eligible to join in such Tax Returns, if Parent reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in the absence of applicable past practices, will result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such Tax Returns.

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Section 4.06 Right to Review Tax Returns .

(a) General . The Responsible Company with respect to any material Tax Return shall make such Tax Return (or the relevant portions thereof), related workpapers and other supporting documents available for review by the other Company, to the extent (i) such Tax Return relates to Taxes for which such other Company is or would reasonably be expected to be liable, (ii) such other Company is or would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the other Company would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) reasonably necessary for the other Company to confirm compliance with the terms of this Agreement. The Responsible Company shall use reasonable efforts to make such Tax Return, workpapers and other supporting documents available for review as required under this paragraph promptly once such Tax Return is materially complete, but in any event no later than three (3) weeks in advance of the Due Date for filing of such Tax Return, such that the other Party has a meaningful opportunity to review and comment on such Tax Return, and shall use reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return. The Companies shall attempt in good faith to resolve any disagreement arising out of the review of such Tax Return and, failing such resolution, any disagreement shall be resolved in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.

(b) Execution of Tax Returns Prepared by Other Party . In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a greater than 50% likelihood of prevailing on the merits for the Tax treatment of each item reported on the Tax Return.

Section 4.07 CoalCo Carryback Items and Claims for Refund . CoalCo hereby agrees that, unless Parent consents in writing (which consent shall not be unreasonably withheld), (i) no Adjustment Request with respect to any Tax Return with respect to which Parent is the Responsible Company (including any Joint Return) or any other Tax Return reflecting Taxes for which Parent is responsible under Section 2 or 3 hereof shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Tax Return with respect to which Parent is the Responsible Company (including any Joint Return) or any Tax Return reflecting both Taxes for which Parent is responsible under Section 2 or 3 hereof and Taxes for which CoalCo is responsible under Section 2 or 3 hereof any CoalCo Carryback Item arising in a Post-Deconsolidation Period shall be made by CoalCo and any of its Affiliates, and no affirmative election shall be made by CoalCo or any of its Affiliates to claim any such CoalCo Carryback Item; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any CoalCo Carryback Item related to U.S. federal or State Income Taxes, upon the reasonable request of CoalCo, if (x) such CoalCo Carryback Item is necessary to prevent the loss of the federal and/or state income Tax Benefit of such CoalCo Carryback Item (including, but not limited to, an Adjustment Request with respect to a CoalCo Carryback Item of a federal or State capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and (y) such Adjustment Request, based on Parent’s sole,

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reasonable determination, will cause no Tax detriment to Parent, the Parent Group or any member of the Parent Group. Any Adjustment Request which Parent consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted; provided , however , that, prior to the filing of any such Adjustment Request, Parent shall have the right to review such Adjustment Request together with any related workpapers and other supporting documentation.

Section 4.08 Apportionment of Earnings and Profits and Tax Attributes .

(a) If the Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to CoalCo or the members of the CoalCo Group and treated as a carryover to the first Post-Deconsolidation Period of CoalCo (or such member) shall be determined by Parent in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

(b) No Tax Attribute with respect to consolidated Federal Income Tax of the Parent Affiliated Group, other than those described in Section 4.08(a) , and no Tax Attribute with respect to consolidated, combined or unitary state, local, or foreign Income Tax, in each case, arising in respect of a Joint Return shall be apportioned to CoalCo or any member of the CoalCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law.

(c) Parent (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to CoalCo or any member of the CoalCo Group in accordance with this Section 4.08 and applicable law and the amount of tax basis, earnings and profits, and “tax pools” to be apportioned to CoalCo or any member of the CoalCo Group in accordance with this Section 4.08 and applicable law, and shall provide written supporting documentation of the calculation thereof to CoalCo as soon as reasonably practicable after the information necessary to make such calculation becomes available to Parent. For the avoidance of doubt, Parent shall not be liable to CoalCo or any member of the CoalCo Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.

(d) The written documentation delivered by Parent pursuant to Section 4.08(c) shall be binding on CoalCo and each member of the CoalCo Group and shall not be subject to dispute resolution. Except to the extent otherwise required by applicable law or pursuant to a Final Determination, CoalCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written documentation.

Section 5. Tax Payments.

Section 5.01 Payment of Taxes with Respect to Parent Federal Consolidated Income Tax Returns, Parent State Combined Income Tax Returns and Parent Foreign Combined Income Tax Returns. Parent shall pay (a) to the IRS any Tax due with respect to any Parent Federal Consolidated Income Tax Return (including any Federal Income Tax due from the Parent Affiliated Group that is required to be paid as a result of an adjustment to a Parent Federal Consolidated Income Tax Return) and (b) to the applicable Tax Authority any Tax due with

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respect to any Parent State Combined Income Tax Return or Parent Foreign Combined Income Tax Returns (including any State Income Tax due that is required to be paid as a result of an adjustment to a Parent State Combined Income Tax Return or Foreign Income Tax due that is required to be paid as a result of an adjustment to a Parent Foreign Combined Income Tax Returns).

Section 5.02 Payment of Taxes with Respect to Joint Returns (Other Than a Parent Federal Consolidated Income Tax Return, Parent State Combined Income Tax Return or Parent Foreign Combined Income Tax Return) and Certain Returns of Other Taxes . In the case of (I) any Joint Return (other than a Parent Federal Consolidated Income Tax Return, Parent State Combined Income Tax Return, or Parent Foreign Combined Income Tax Return) and (II) any Tax Return of Other Taxes reflecting Taxes for which both Parent and CoalCo are responsible under Section 2 (other than Tax Returns described in Section 2.03(c)(ii), which shall be governed by Section 3(c)):

(a) Payment of Tax Due. The Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 4.04 relating to consistent accounting and reporting practices, as applicable) with respect to any Tax Return on the Payment Date for such Tax Return. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date. The Responsible Company shall provide notice to the other Company setting forth such other Company’s responsibility for the amount of Taxes paid to the Tax Authority and provide proof of payment of such Taxes.

(b) Computation and Payment of Liability With Respect To Tax Due. Within 30 days following the earlier of (i) the Due Date for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if Parent is the Responsible Company, then CoalCo shall pay to Parent the amount, if any, allocable to the CoalCo Group under the provisions of this Agreement, and if CoalCo is the Responsible Company, then Parent shall pay to CoalCo the amount, if any, allocable to the Parent Group under the provisions of this Agreement, in each case, plus interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (i) the Due Date of the Tax Return or (ii) the date on which such Tax Return is filed, to the date of payment. For the avoidance of doubt, however, (x) the 30-day period described herein shall not commence unless and until the Responsible Company notifies the other Company pursuant to Section 5.02(a) hereof, and (y) interest shall not accrue during any time period where such notification has not been received, unless such notification is received within the 30-day period described herein, in which case interest shall accrue beginning on the earlier of (i) the Due Date of the Tax Return or (ii) the date on which such Tax Return is filed.

(c) Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to such Final Determination. The Responsible Company shall compute the amount attributable to the CoalCo Group or the Parent Group (as the case may be) in accordance with this Agreement and

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CoalCo shall pay to Parent any amount due Parent (or Parent shall pay CoalCo any amount due CoalCo) under this Agreement within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or, in an instance where no cash payment is due to a Tax Authority, the date of such Final Determination, or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company (or, in an instance where no cash payment is due to a Tax Authority, the date of such Final Determination) to the date of the payment under this Section 5.02(c) .

(d) Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to Section 5.02(b) or (c)  (in each case, excluding interest) is in excess of $1 million, then, no later than the later of (i) 5 business days after the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by a statement detailing the Taxes required to be paid and (ii) 3 business days prior to the Due Date for the payment of such Tax, CoalCo shall pay to Parent any amount due Parent (or Parent shall pay CoalCo any amount due CoalCo) under Section 2 hereof.

Section 5.03 Payment of Separate Company Taxes. Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Separate Return of Income Taxes and with respect to a Separate Return of Other Taxes (provided that Separate Returns of Other Taxes described in clause (II) of Section 5.02 shall be governed by Section 5.02 ).

Section 5.04 Indemnification Payments.

(a) If any Company (the “ Payor ” ) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “ Required Party ” ) is liable for under this Agreement, the Required Party shall reimburse the Payor within 90 days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 5.04 . Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to this Section 5.04 excluding interest is in excess of $10 million, then, no later than the later of (i) five business days after delivery by the Payor to the Required Party of an invoice for the amount due, sent by Federal Express or the equivalent with tracking receipt, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto, and (ii) three business days prior to the Due Date for the payment of such Tax, the Required Party shall pay the Payor.

(b) All indemnification payments under this Agreement shall be made by Parent directly to CoalCo and by CoalCo directly to Parent; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the

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Parent Group, on the one hand, may make such indemnification payment to any member of the CoalCo Group, on the other hand, and vice versa.

Section 6. Tax Benefits.

Section 6.01 Tax Benefits.

(a) Except as set forth below, Parent shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Parent is liable hereunder, CoalCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which CoalCo is liable hereunder and a Company receiving a Refund to which another Company is entitled hereunder in whole or in part shall pay over such Refund (or portion thereof) to such other Company within 90 days after such Refund is received (together with interest computed at the Prime Rate based on the number of days from the date the Refund was received to the date the Refund was paid over).

(b) CoalCo shall be entitled to any Refund that is attributable to, and would not have arisen but for, a CoalCo Carryback Item pursuant to the proviso set forth in Section 4.07 ; provided, however , CoalCo shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such Carryback. Any such payment of such Refund made by Parent to CoalCo pursuant to this Section 6.01(b) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which CoalCo is entitled, and an appropriate adjusting payment shall be made by CoalCo to Parent such that the aggregate amount paid pursuant to this Section 6.01(b) equals such recalculated amount (with interest computed at the Prime Rate).

Section 6.02 Parent and CoalCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation. The allocation of Tax deductions and obligations related to Tax reporting and withholding, in each case, with respect to options to purchase Parent or CoalCo stock or settlement of restricted stock awards, restricted stock units or performance stock unit awards, in each case, following the Distribution, with respect to Parent stock or SpinCo stock shall be governed by the Employee Matters Agreement.

Section 7. Tax-Free Status.

Section 7.01 Representations.

(a) Each of Parent and CoalCo hereby represents and warrants that (A) it has reviewed the Ruling Request, the Representation Letters, and the Tax Opinions/Rulings, and (B) subject to any qualifications therein, all information, representations and covenants contained

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in such Representation Letters that relate to such Company or any member of its Group are true, correct and complete.

(b) Each of Parent and CoalCo hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), in each case, from and after the Distribution Date that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, the Ruling Request, the Representation Letters or any of the other Ancillary Agreements to be untrue.

(c) CoalCo hereby represents and warrants that, during the two-year period ending on the Distribution Date, there was no “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are used or defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the CoalCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the CoalCo Capital Stock (or any predecessor); provided , however , that no representation is made regarding any such “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are used or defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of Parent.

Section 7.02 Restrictions on CoalCo.

(a) CoalCo agrees that it will not take or fail to take, or cause or permit any member of the CoalCo Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the other Ancillary Agreements, the Ruling Request, any Representation Letter, or the Tax Opinions/Rulings. CoalCo agrees that it will not take or fail to take, or permit any member of the CoalCo Group to take or fail to take, any action which prevents or could reasonably be expected to prevent (i) Tax-Free Status or (ii) any Separation Transaction from having the tax treatment described in the Tax Opinions/Rulings.

(b) Reserved.

(c) CoalCo agrees that, from the date hereof until the first day after the Restriction Period, it will (i) maintain its status as a company engaged in the CoalCo Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the CoalCo Active Trade or Business for purposes of Section 355(b)(2) of the Code.

(d) CoalCo agrees that, from the date hereof until the first day after the Restriction Period, it will not (i) enter into any Proposed Acquisition Transaction or, to the extent CoalCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition

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Transaction, or (c) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of CoalCo’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions (A) sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to CoalCo pursuant to the Contribution, (B) sell or transfer, or cause or permit to be sold or transferred, 30% or more of the gross assets of the CoalCo Active Trade or Business, (C) sell or transfer 30% or more of the gross assets of the Retained PAMC Business, or (D) sell or transfer 30% or more of the consolidated gross assets of CoalCo and its Affiliates (in each case, such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a CoalCo Affiliate) any CoalCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of CoalCo Capital Stock (including, without limitation, through the conversion of one class of CoalCo Capital Stock into another class of CoalCo Capital Stock), or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation or covenant made in the Ruling Request, the Representation Letters, or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more persons to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in CoalCo or otherwise jeopardize the Tax-Free Status of the Contribution or the Distribution unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) CoalCo shall have requested that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority (a “ Post-Distribution Ruling ”) in accordance with Section 7.04(b) and (d)  of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether a Post-Distribution Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Post-Distribution Ruling), or (B) CoalCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

(e) Certain Issuances of CoalCo Capital Stock . If CoalCo proposes to enter into any Section 7.02(e) Acquisition Transaction or, to the extent CoalCo has the right to prohibit any Section 7.02(e) Acquisition Transaction, proposes to permit any Section 7.02(e) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the Restriction Period, CoalCo shall provide Parent, no later than ten days following the signing of any written agreement with respect to the Section 7.02(e) Acquisition Transaction, with a written description of such transaction (including the type and amount of CoalCo Capital Stock

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to be issued in such transaction) and a certificate of the Chief Financial Officer of CoalCo to the effect that the Section 7.02(e) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 7.02(d) apply (a “ CFO Certificate ”).

Section 7.03 Restrictions on Parent . Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the other Ancillary Agreements, the Ruling Request, any Representation Letters, or the Tax Opinions/Rulings. Parent agrees that it will not take or fail to take, or cause or permit any member of the Parent Group to take or fail to take, any action which prevents or could reasonably be expected to prevent (i) Tax-Free Status or (ii) any Separation Transaction from having the tax treatment described in the Tax Opinions/Rulings.

Section 7.04 Procedures Regarding Opinions and Post-Distribution Rulings .

(a) If CoalCo notifies Parent that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.02(d) (a “ Notified Action ”), Parent and CoalCo shall reasonably cooperate to attempt to obtain the Post-Distribution Ruling or Unqualified Tax Opinion referred to in Section 7.02(d) , unless Parent shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

(b) Post-Distribution Rulings or Unqualified Tax Opinions at CoalCo’s Request . At the reasonable request of CoalCo pursuant to Section 7.02(d) , Parent shall cooperate with CoalCo and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Post-Distribution Ruling from the IRS (and/or any other applicable Tax Authority, or if applicable, a supplemental private letter ruling) or cooperate with CoalCo to enable CoalCo to obtain an Unqualified Tax Opinion for the purpose of permitting CoalCo to take the Notified Action. Further, in no event shall Parent be required to file any request for a Post-Distribution Ruling under this Section 7.04(b) unless CoalCo represents that (A) it has reviewed the request for such Post-Distribution Ruling, and (B) all information and representations, if any, relating to any member of the CoalCo Group, contained in the related Post-Distribution Ruling documents are (subject to any qualifications therein) true, correct and complete. CoalCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by CoalCo within ten business days after receiving an invoice from Parent therefor.

(c) Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request . Parent shall have the right to obtain a Post-Distribution Ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, CoalCo shall (and shall cause each Affiliate of CoalCo to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Post-Distribution Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS, or other applicable Tax Authority,

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or Tax Advisor; provided that CoalCo shall not be required to make (or cause any Affiliate of CoalCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Parent shall reimburse CoalCo for all reasonable costs and expenses incurred by the CoalCo Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Parent within ten business days after receiving an invoice from CoalCo therefor.

(d) CoalCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling pursuant to Section 7.04(b) or (c) , and that only Parent shall apply for such a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling pursuant to Section 7.04(b) , (A) Parent shall keep CoalCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any related Post-Distribution Ruling documents provide CoalCo with a draft copy thereof, (2) reasonably consider CoalCo’s comments on such draft copy, and (3) provide CoalCo with a final copy; and (C) Parent shall provide CoalCo with notice reasonably in advance of, and CoalCo shall have the right to attend, any formally scheduled meetings with the IRS or other applicable Tax Authority (subject to the approval of the IRS or other applicable Tax Authority) that relate to such Post-Distribution Ruling. Neither CoalCo nor any CoalCo Affiliate directly or indirectly controlled by CoalCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or Distribution, as applicable).

Section 7.05 Liability for Tax-Related Losses .

(a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c) , CoalCo shall be responsible for, and shall indemnify and hold harmless Parent and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of CoalCo’s Capital Stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are used or defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the CoalCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of CoalCo representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by CoalCo after the Distribution (including, without limitation, any amendment to CoalCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of CoalCo stock (including, without limitation, through the conversion of one class of CoalCo Capital Stock into another class of CoalCo Capital Stock), (D) any act or failure to act by CoalCo or any CoalCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clause (A) , (B)  or (C)  of Section 7.02(d) or a

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CFO Certificate described in Section 7.02(e) ) or (E) any breach by CoalCo of its agreements and representations set forth in Section 7.01 .

(b) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c) , Parent shall be responsible for, and shall indemnify and hold harmless CoalCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Parent’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement”, “understanding”, “arrangement”, “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Parent representing a Fifty-Percent or Greater Interest therein, (C) any act or failure to act by Parent or a member of the Parent Group described in Section 7.03 or (D) any breach by Parent of its agreements and representations set forth in Section 7.01(a) .

(c) Miscellaneous .

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 7.05(a) and (b) , responsibility for such Tax-Related Loss shall be shared by Parent and CoalCo according to relative fault.

(ii) Notwithstanding anything in Section 7.05(b) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary:

(A) with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Parent) and (II) any other Tax-Related Loss resulting, in whole or in part, from an acquisition after the Distribution of any stock or assets of CoalCo (or any CoalCo Affiliate) by any means whatsoever by any Person or any action or failure to act by CoalCo affecting the voting rights of CoalCo (or the application of Section 355(h) by reason of any action or fact relating to CoalCo), CoalCo shall be responsible for, and shall indemnify and hold harmless Parent and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss;

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which CoalCo is responsible under this Section 7.05 , Tax-Related Losses shall be calculated by assuming that Parent, the Parent Affiliated Group and each member of the Parent Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year; and

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(C) for purposes of calculating the amount and timing of any Tax-Related Loss for which Parent is responsible under this Section 7.05 , Tax-Related Losses shall be calculated by assuming that CoalCo, the CoalCo Group and each member of the CoalCo Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

(d) CoalCo shall pay Parent the amount of any Tax-Related Losses for which CoalCo is responsible under this Section 7.05 : (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than two business days prior to the date Parent files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “ Filing Date ”) ( provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then CoalCo shall pay Parent no later than two business days prior to the Due Date for making payment with respect to such Final Determination) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two business days after the date Parent pays such Tax-Related Losses. Parent shall pay CoalCo the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which Parent is responsible under this Section 7.05 no later than two business days after the date CoalCo pays such Tax-Related Losses. Each Party shall have the right to review the calculation of any Tax-Related Losses prepared by the other Party, including any related workpapers and other supporting documentation.

Section 7.06 Section 336(e) Election . If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section 336(e) Election” ) shall be made with respect to the Distribution, CoalCo shall (and shall cause the relevant member of the CoalCo Group to) join with Parent or the relevant member of the Parent Group in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution, then this Agreement shall be amended in such a manner as is determined by Parent in good faith to take into account such Section 336(e) Election (including by requiring that, in the event the Contribution and Distribution fail to have Tax-Free Status and Parent is not entitled to indemnification for the Tax-Related Losses arising from such failure, CoalCo shall pay over to Parent any Tax Benefits actually realized in cash by the CoalCo Group or any member of the CoalCo Group arising from the step-up in Tax basis resulting from the Section 336(e) Election); provided , such amounts payable shall be reduced by all reasonable costs incurred by CoalCo to amend any Tax Returns or other governmental filings related to such Section 336(e) Election.

Section 8. Assistance and Cooperation.

Section 8.01 Assistance and Cooperation .

(a) Each of the Companies shall provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company reasonably requests in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the

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right to and amount of any Refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Section 9 . Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

(b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide CoalCo or any CoalCo Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates solely to CoalCo, the business or assets of CoalCo, or any CoalCo Affiliate and (ii) in no event shall either of the Companies or any of its respective Affiliates be required to provide the other Company or any of its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that either Company determines that the provision of any information to the other Company or its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Section 8.02 Income Tax Return Information . CoalCo and Parent acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Parent or CoalCo pursuant to Section 8.01 or this Section 8.02 . CoalCo and Parent acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by Parent or CoalCo could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

Section 8.03 Reliance by Parent . If any member of the CoalCo Group supplies information to a member of the Parent Group in connection with a Tax liability and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financial officer of CoalCo (or any officer of CoalCo as designated by the chief financial officer of CoalCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. CoalCo agrees to indemnify

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and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the CoalCo Group having supplied, pursuant to this Section 8 , a member of the Parent Group with inaccurate or incomplete information in connection with a Tax liability.

Section 8.04 Reliance by CoalCo . If any member of the Parent Group supplies information to a member of the CoalCo Group in connection with a Tax liability and an officer of a member of the CoalCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the CoalCo Group identifying the information being so relied upon, the chief financial officer of Parent (or any officer of Parent as designated by the chief financial officer of Parent) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each member of the CoalCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Parent Group having supplied, pursuant to this Section 8 , a member of the CoalCo Group with inaccurate or incomplete information in connection with a Tax liability.

Section 9. Tax Records.

Section 9.01 Retention of Tax Records . Each Company shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for Pre-Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Deconsolidation Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Deconsolidation Date (such later date, the “Retention Date ” ). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the Retention Date, a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the files, books, or other records being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records. If, at any time prior to the Retention Date, a Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system upon 90 days’ prior notice to the other Company, and the other Company shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 9.02 Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon

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reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case, to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement. To the extent any Tax Records are required to be or are otherwise transferred by the Companies or their respective Affiliates to any Person other than an Affiliate, the Company or its respective Affiliates shall transfer such records to the other Company at such time.

Section 9.03 Preservation of Privilege . The parties hereto agree to (and to cause the applicable members of their respective Groups to) cooperate and use commercially reasonable efforts to maintain Privilege with respect to any documentation relating to Taxes existing prior to the Distribution Date or Tax-Related Losses to which Privilege may reasonably be asserted (any such documentation, “ Privileged Documentation ” ), including by executing joint defense and/or common interest agreements where necessary or useful for this purpose. No member of the CoalCo Group shall provide access to or copies of, or otherwise disclose to any Person, any Privileged Documentation without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. No member of the Parent Group shall provide access to or copies of or otherwise disclose to any Person any Privileged Documentation without the prior written consent of CoalCo, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding any of the foregoing, in the event that (x) any Governmental Authority requests, outside of normal working hours, that either Company (or any of its Affiliates) provide to such Governmental Authority access to or copies of or otherwise disclose any Privileged Documentation, (y) immediate compliance with such request is required under applicable Law, and (z) such Company attempts in good faith to obtain the prior written consent of the other Company but is not able to do so, then such Company shall be permitted to comply with such request by such Governmental Authority without obtaining the prior written consent of the other Company and shall as promptly as practicable inform the other Company of such request and the access and/or disclosure provided pursuant thereto.

Section 10. Tax Contests.

Section 10.01 Notice . Each of the Companies shall provide prompt notice, within five business days, by Federal Express or the equivalent with tracking receipt, to the other Company of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for which it may be entitled to indemnification by the other Company hereunder. Such notice shall include copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. The failure of one Company to notify the other of such communication in accordance with the immediately preceding sentences shall not relieve such other Company of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure timely to

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provide such notification actually prejudices the ability of such other Company to contest such Tax liability or increases the amount of such Tax liability.

Section 10.02 Control of Tax Contests.

(a) Separate Company Tax Returns .

(i) Pre-Deconsolidation Date and Straddle Period Separate Returns . In the case of any Tax Contest with respect to any Separate Return (including any Separate Return with respect to Other Taxes) for any Tax Period ending on or prior to the Distribution Date or any Straddle Period, Parent (in the case of any such Separate Return filed with respect to any Person that, following the Distribution, is a member of the Parent Group) or CoalCo (in the case of any such Separate Return filed with respect to any Person that, following the Distribution, is a member of the CoalCo group), as applicable, shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(d) , 10.02(e) , and 10.02(f) below. Notwithstanding the foregoing, however, in the case of any Tax Contest with respect to any Separate Return described in the proviso in Section 2.03(c) , if as a result of such Tax Contest, the Party who is not responsible for filing such Separate Return pursuant to Section 4.02(c) or Section 4.03 , as applicable, could reasonably be expected to become liable for an amount of Tax pursuant to Section 2.03(c) or Section 3(c) , then the Party expected to bear the greater Tax liability as a result of the Tax Contest shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(d) and 10.02(e) below.

(ii) Post-Deconsolidation Date Separate Returns . In the case of any Tax Contest with respect to any Separate Return (including any Separate Return with respect to Other Taxes) for any Tax Period beginning after the Distribution Date, the Responsible Company shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(e) below.

(b) Parent Federal Consolidated Income Tax Returns. In the case of any Tax Contest with respect to any Parent Federal Consolidated Income Tax Return, Parent shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(d) and 10.02(f)(i) below.

(c) Parent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns, and Other Joint Returns. In the case of any Tax Contest with respect to any Parent State Combined Income Tax Return, any Parent Foreign Combined Income Tax Return or any Joint Return with respect to Other Taxes, Parent shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 10.02(d) and 10.02(f)(i) below.

(d) CoalCo Rights. In the case of any Tax Contest with respect to any Tax Return described in Section 10.02(a) , (b) , or (c)  (other than any Separate Return described in Section 10.02(a)(ii) ), if (x) as a result of such Tax Contest, CoalCo could reasonably be expected to become liable for an amount of Tax in excess of $1 million and (y) Parent has control of such Tax Contest pursuant to Section 10.02(a) , (b) , or (c) , as applicable, then (i) Parent shall consult with CoalCo reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) Parent shall consult with CoalCo and offer CoalCo a reasonable opportunity to

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comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) Parent shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (iv) CoalCo shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority.

(e) Parent Rights . In the case of any Tax Contest with respect to any Tax Return described in Section 10.02(a) , if (x) as a result of such Tax Contest, Parent could reasonably be expected to become liable for an amount of Tax in excess of $1 million and (y) CoalCo has the right to control such Tax Contest pursuant to Section 10.02(a) , then (i) CoalCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) CoalCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) CoalCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) Parent shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (v) CoalCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld.

(f) Distribution-Related Tax Contests.

(i) In the event of any Distribution-Related Tax Contest as a result of which CoalCo could reasonably be expected to become liable for any Tax or Tax-Related Losses and which Parent has the right to administer and control pursuant to Section 10.02(a) , (b) , or (c)  above, (A) Parent shall consult with CoalCo reasonably in advance of taking any significant action in connection with such Tax Contest, (B) Parent shall offer CoalCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) Parent shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (D) Parent shall provide CoalCo copies of any written materials relating to such Tax Contest received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Distribution-Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article VII of the Separation and Distribution Agreement or Section 14 hereof.

(ii) In the event of any Distribution-Related Tax Contest with respect to any CoalCo Separate Return, (A) CoalCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (B) CoalCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) CoalCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (D) Parent shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (E) CoalCo shall not settle, compromise or abandon any such Tax Contest

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without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld.

(g) Power of Attorney .

(i) Each member of the CoalCo Group shall execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other similar document reasonably requested by Parent (or such designee) in connection with any Tax Contest (as to which Parent is the Controlling Party) described in this Section 10 .

(ii) Each member of the Parent Group shall execute and deliver to CoalCo (or such member of the CoalCo Group as CoalCo shall designate) any power of attorney or other similar document reasonably requested by CoalCo (or such designee) in connection with any Tax Contest (as to which CoalCo is the Controlling Party) described in this Section 10 .

Section 11. Effective Date; Termination of Prior Intercompany Tax Allocation Agreements . This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among one or more members of the Parent Group, on the one hand, and one or more members of the CoalCo Group, on the other hand, shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled as of the Effective Time. Upon such termination and settlement, no further payments by or to any member of the Parent Group or by or to any member of the CoalCo Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided that to the extent appropriate, as determined by Parent, payments made pursuant to such agreements shall be credited to CoalCo or Parent, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Section 12. Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 13. Treatment of Payments; Tax Gross Up.

Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable Tax Law, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) any indemnity payment required by this Agreement or by the Separation and Distribution Agreement as either a contribution by Parent to CoalCo or a distribution by CoalCo to Parent, as the case may be, occurring immediately prior to the Distribution; and (ii) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

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Section 13.02 Tax Gross Up. If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive.

Section 13.03 Interest. Anything herein to the contrary notwithstanding, to the extent one Company ( “Indemnitor” ) makes a payment of interest to another Company (“ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Section 14. Disagreements.

Section 14.01 Interaction with Article VII of the Separation and Distribution Agreement. In the event of any dispute between any member of the Parent Group and any member of the CoalCo Group as to any matter covered by this Agreement, the Companies shall agree as to whether such dispute shall be governed by the procedures set forth in Section 14.02 of this Agreement or in Article VII of the Separation and Distribution Agreement. If the Parties cannot agree within thirty (30) days from the time such dispute arises as to which procedure will govern such dispute, such disagreement shall be resolved pursuant to Article VII of the Separation and Distribution Agreement.

Section 14.02 Dispute Resolution. With respect to any dispute governed by this Section 14.02 , the Companies shall appoint a nationally recognized “Big Four” independent public accounting firm (other than the current auditing firm of Parent or CoalCo) (the “Accounting Firm”) to resolve such dispute. The Companies shall cooperate in good faith in jointly selecting the Accounting Firm. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Parent and CoalCo and their respective Representatives, and not by independent review, shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Company only. The Companies shall require the Accounting Firm to resolve all disputes no later than fifteen (15) days after the submission of such dispute to the Accounting Firm, but in no event later than the relevant Payment Date, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Companies. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. To the extent not inconsistent with this Agreement, the Accounting Firm shall resolve all disputes in a manner consistent with the Past Practices of Parent and the members of the Parent Group, except as otherwise required by applicable Law. The Companies shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination.

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The fees and expenses of the Accounting Firm shall be paid by the non-prevailing Company. Notwithstanding the foregoing provisions of this Section 14 , a Party may seek preliminary provisional or injunctive judicial relief with respect to any dispute under this Agreement without first complying with the procedures set forth in this Section 14 (or Article VII of the Separation and Distribution Agreement) if such action is reasonably necessary to avoid irreparable damage.

Section 15. Late Payments. Any amount owed by one Party to another Party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 15 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 15 or the interest rate provided under such other provision.

Section 16. Expenses. Except as otherwise provided in this Agreement, each Party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 17. General Provisions.

Section 17.01 Addresses and Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service or by registered or certified mail postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 17.01 ):

If to Parent, to:

CONSOL Energy Inc.

Attention: Chief Legal Officer

Facsimile: [    ]

If to CoalCo, to:

CONSOL Mining Corporation

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Attn: Chief Legal Officer

Facsimile: [    ]

A Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 17.02 Assignability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns; provided , that neither Party nor any such Party thereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole ( i.e. , the assignment of a Party’s rights and obligations under this Agreement all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

Section 17.03 Waiver. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 17.04 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 17.05 Authority. Parent represents on behalf of itself and each other member of the Parent Group, and CoalCo represents on behalf of itself and each other member of the CoalCo Group, as follows: (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

Section 17.06 Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other

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authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Section 10 .

Section 17.07 Integration. This Agreement, the other Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. In the event of any inconsistency between this Agreement, the Separation and Distribution Agreement, or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

Section 17.08 Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any Party. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

Section 17.09 No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged Party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a Party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 17.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Each Party acknowledges that it and each other Party may be executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 17.11 Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether

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predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 17.12 Jurisdiction. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 17.13 Amendment. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 17.14 CoalCo Subsidiaries. If, at any time, CoalCo acquires or creates one or more subsidiaries that are includable in the CoalCo Group, they shall be subject to this Agreement and all references to the CoalCo Group herein shall thereafter include a reference to such subsidiaries.

Section 17.15 Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (including but not limited to any successor of Parent, or CoalCo succeeding to the Tax attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original Party to this Agreement.

Section 17.16 Injunctions. The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

[Remainder of this Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

[Signature Page to Tax Matters Agreement]

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Exhibit 2.3

FORM OF

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

CONSOL ENERGY INC.

AND

CONSOL MINING CORPORATION

DATED AS OF             , 2017

TABLE OF CONTENTS

i

ii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of            , 2017 (this “ Agreement ”), is by and between CONSOL Energy Inc., a Delaware corporation (“ Parent ”), and CONSOL Mining Corporation, a Delaware corporation (“ CoalCo ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S:

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that will operate the Coal Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the Coal Business from the Parent Business (the “ Separation ”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of 100% of the outstanding shares of common stock of CoalCo owned by Parent (the “ Distribution ”);

WHEREAS, CoalCo has been incorporated solely for these purposes and has not engaged in activities except in preparation for the Separation and the Distribution;

WHEREAS, to effectuate the Separation and Distribution, Parent and CoalCo have entered into a Separation and Distribution Agreement, dated as of            , 2017 (the “ Separation and Distribution Agreement ”); and

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

“ Ancillary Agreements ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Assets ” shall mean Coal Assets and Parent Assets.

“ Benefit Plan ” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, thrift plans,

supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences, shutdown, layoff and holidays; provided , however , that the term “Benefit Plan” does not include any government-sponsored benefits, such as workers’ compensation, unemployment or any similar plans, programs or policies.

“ Coal Assets ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Coal Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Coal Liability ” shall have the meaning set forth in the Separation and Distribution Agreement, or any of the Liabilities described in Section  2.01(a) .

“ CoalCo ” shall have the meaning set forth in the preamble to this Agreement.

“ CoalCo Annual Bonus Plans ” shall have the meaning set forth in Section 4.03(a).

“ CoalCo Awards ” shall mean GasCo Options, CoalCo RSU Awards, CoalCo PSU Awards and CoalCo DSU Awards, collectively.

“ CoalCo Benefit Plan ” shall mean any Benefit Plan established, sponsored, maintained or contributed to by a member of the CoalCo Group as of or after the Distribution Date.

“ CoalCo Board ” shall mean the Board of Directors of CoalCo.

“ CoalCo DSU Award ” shall mean a deferred stock unit award granted by CoalCo pursuant to the CoalCo Equity Plan in accordance with Section  4.02(g) .

“ CoalCo Equity Plan ” shall mean the CONSOL Mining Corporation Omnibus Performance Incentive Plan.

“ CoalCo Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ CoalCo Group Employees ” shall have the meaning set forth in Section  3.01(a) .

“ CoalCo HSA ” shall have the meaning set forth in Section  7.01(c) .

“ CoalCo Investment Plan ” shall mean the CONSOL Pennsylvania Coal Company Investment Plan.

“ CoalCo Nonemployee Director ” means each member of the CoalCo Board as of immediately prior to the Effective Time who is not a CoalCo Group Employee.

“ CoalCo Nonqualified Plans ” shall mean the plans established by the CoalCo Group pursuant to Section  6.01(a) that correspond to the Parent Divided Nonqualified Plans.

“ CoalCo PSU Award ” shall mean a performance share unit award granted pursuant to the CoalCo Equity Plan in accordance with Section  4.02(e) .

“ CoalCo Ratio ” shall mean the quotient obtained by dividing the Parent Stock Value by the CoalCo Stock Value.

“ CoalCo RSU Award ” shall mean a restricted stock unit award granted pursuant to the CoalCo Equity Plan in accordance with Section  4.02(c) .

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“ CoalCo Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ CoalCo Stock Value ” shall mean the simple average of the volume weighted average per share price of CoalCo Shares, trading on the New York Stock Exchange during Regular Trading Hours on the first three Trading Days following the Distribution Date.

“ CoalCo Welfare Plans ” shall mean the Welfare Plans established, sponsored, maintained or contributed to by any member of the CoalCo Group for the benefit of CoalCo Group Employees and Former CoalCo Group Employees, including each such Welfare Plan that corresponds to a Parent Welfare Plan.

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq . of ERISA and in Section 4980B of the Code.

“ Code ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Dispute ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Ratio ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Effective Time ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Employee ” shall mean any GasCo Group Employee or CoalCo Group Employee.

“ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ FICA ” shall have the meaning set forth in Section  3.01(e) .

“ Force Majeure ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Former CoalCo Group Employee ” shall mean (i) any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Distribution Date, in each case, whose most recent employment with Parent was with a member of the CoalCo Group or the Coal Business, and (ii) any individual who is a former employee of Parent or its Subsidiaries or former Subsidiaries whose most recent employment was at a work location that has been sold or otherwise closed prior to the Distribution Date and who is identified as a Former CoalCo Group Employee on the master list prepared by Parent prior to the Distribution Date. Notwithstanding the foregoing or anything else herein to the contrary, any individual who has received a written communication from the Parent Group prior to the Distribution Date indicating that such individual will be classified as a former employee of the CoalCo Group for purposes of compensation and benefits will be treated as a Former CoalCo Group Employee for purposes of this Agreement.

“ Former Employees ” shall mean Former GasCo Group Employees and Former CoalCo Group Employees.

“ Former Nonemployee Director ” shall mean each former member of the Parent Board whose service on the Parent Board ended prior to the Effective Time, other than the Transferred Directors.

“ Former Parent Group Employee ” shall mean any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Distribution Date and who is not a Former CoalCo Group Employee, including any individual whose most recent employment was at a location that was sold or otherwise closed prior to

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the Distribution Date and who is identified as a Former Parent Group Employee on the master list prepared by Parent prior to the Distribution Date. Notwithstanding the foregoing or anything else herein to the contrary, any individual who has received a written communication from the Parent Group prior to the Distribution Date indicating that such individual will be classified as a former employee of the Parent Group for purposes of compensation and benefits will be treated as a Former Parent Group Employee for purposes of this Agreement.

“ FUTA ” shall have the meaning set forth in Section  3.01(e) .

“ GasCo ” shall have the meaning set forth in Section  2.01(b) .

“ GasCo Awards ” shall mean GasCo Options, GasCo RSU Awards, GasCo PSU Awards, and GasCo DSU Awards, collectively.

“ GasCo DSU Award ” shall mean a Parent DSU Award adjusted as of the Effective Time in accordance with Section  4.02(f) .

“ GasCo Group Employees ” shall have the meaning set forth in Section  3.01(a) .

“ GasCo Option ” shall mean a Parent Option adjusted as of the Effective Time in accordance with Section  4.02(a) .

“ GasCo Nonemployee Director ” shall mean each member of the Parent Board as of immediately after the Effective Time who is not a GasCo Group Employee.

“ GasCo PSU Award ” shall mean a Parent PSU Award adjusted as of the Effective Time in accordance with Section  4.02(d) .

“ GasCo Ratio ” shall mean the quotient obtained by dividing the Parent Stock Value by the GasCo Stock Value.

“ GasCo RSU Award ” shall mean a Parent RSU Award adjusted as of the Effective Time in accordance with Section  4.02(b) .

“ GasCo Shares ” shall mean the shares of common stock, par value $0.01 per share, of CONSOL Energy Inc. (to be renamed CNX Resources Corporation) following the Distribution.

“ GasCo Stock Value ” shall mean the simple average of the volume weighted average per share price of GasCo Shares, trading on the New York Stock Exchange during Regular Trading Hours on the first three Trading Days following the Distribution Date.

“ Governmental Authority ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ HIPAA ” shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“ Individual Agreement ” shall mean any individual (i) employment contract, (ii) retention, severance or change of control agreement, or (iii) other agreement containing restrictive covenants (including confidentiality, noncompetition and nonsolicitation provisions) between a member of the Parent Group and a CoalCo Group Employee or GasCo Group Employee, as in effect immediately prior to the Distribution Date.

“ IRS ” shall mean the Internal Revenue Service.

“ Law ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

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“ NYSE ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent ” shall have the meaning set forth in the preamble to this Agreement.

“ Parent Assets ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Awards ” shall mean Parent Options, Parent RSU Awards, Parent PSU Awards and Parent DSU Awards, collectively.

“ Parent Benefit Plan ” shall mean any Benefit Plan established, sponsored or maintained by Parent or any of its Subsidiaries immediately prior to the Distribution Date, excluding any CoalCo Benefit Plan.

“ Parent Board ” shall have the meaning set forth in the recitals to this Agreement.

“ Parent Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Compensation Committee ” shall mean the Compensation Committee of the Parent Board.

“ Parent Divided Nonqualified Plans ” shall mean the Retirement Restoration Plan of CONSOL Energy Inc., the CONSOL Energy Inc. Supplemental Retirement Plan, and the CONSOL Energy Inc. Defined Contribution Restoration Plan.

“ Parent DSU ” shall mean a deferred stock unit award granted pursuant to the Parent Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Parent Equity Plan ” shall mean the CONSOL Energy Inc. Equity Incentive Plan, as amended and restated.

“ Parent Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent HSA ” shall have the meaning set forth in Section  7.01(c) .

“ Parent Investment Plan ” shall mean the CONSOL Energy Inc. Investment Plan for Salaried Employees, as amended.

“ Parent Liability ” shall mean any Parent Liability, as such term is defined in the Separation and Distribution Agreement, or any of the Liabilities described in Section 2.01(b).

“ Parent Option ” shall mean an option to purchase Parent Shares granted pursuant to the Parent Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Parent Pension Plan ” shall mean the CONSOL Energy Inc. Employee Retirement Plan, as amended.

“ Parent Pension Trust ” shall mean the CONSOL Energy Inc. Employee Retirement Plan Trust, as amended.

“ Parent PSU Award ” shall mean a performance share unit award granted pursuant to the Parent Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Parent RSU Award ” shall mean a restricted stock unit award granted pursuant to the Parent Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Parent Share Fund ” shall have the meaning set forth in Section  5.02(b) .

“ Parent Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

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“ Parent STIC ” shall have the meaning set forth in Section  4.03(a) .

“ Parent Stock Value ” shall mean the simple average of the volume weighted average per share price of Parent Shares, trading on the New York Stock Exchange on a “regular way” basis during Regular Trading Hours for the three Trading Days ending on the last Trading Day prior to the Distribution Date.

“ Parent Welfare Plan ” shall mean any Welfare Plan established, sponsored, maintained or contributed to by Parent or any of its Subsidiaries for the benefit of Employees or Former Employees, including the CONSOL Energy Inc. Health and Welfare Plan, but excluding each Welfare Plan identified in Section 7.08 and any CoalCo Welfare Plan.

“ Party ” shall mean a party to this Agreement.

“ Person ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Providing Party ” shall have the meaning set forth in Section  2.03(b) .

“ Record Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Regular Trading Hours ” means the period beginning at 9:30 A.M. New York City time and ending at 4:00 P.M. New York City Time.

“ Requesting Party ” shall have the meaning set forth in Section  2.03(b) .

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Separation ” shall have the meaning set forth in the recitals to this Agreement.

“ Separation and Distribution Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Severance Benefits ” shall have the meaning set forth in Section  4.04 .

“ Trading Day ” shall mean any day on which the New York Stock Exchange is open for the buying and selling of securities.

“ Transferred Account Balances ” shall have the meaning set forth in Section  7.01(d) .

“ Transferred Director ” shall mean a Parent Nonemployee Director who becomes a CoalCo Nonemployee Director immediately prior to the Effective Time.

“ Transition Services Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ U.S. ” shall mean the United States of America.

“ Welfare Plan ” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits,

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dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts or cashable credits.

Section 1.02 Interpretation . Section 10.16 of the Separation and Distribution Agreement is hereby incorporated by reference.

ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01 General Principles .

(a) Acceptance and Assumption of Coal Liabilities . Except as otherwise noted herein, effective as of the Distribution Date, CoalCo and the applicable members of the CoalCo Group shall accept, assume or retain, as applicable, and agree to faithfully perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Coal Liability for purposes of this Agreement):

(i) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any CoalCo Group Employees and Former CoalCo Group Employees as of and after the Distribution Date, including as it relates to any payment obligations pursuant to any Individual Agreements that are in place as of the Effective Time with respect to any CoalCo Employee or Former CoalCo Employee, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation, benefits or payments are or may have been awarded or earned;

(ii) except as expressly provided in the Separation and Distribution Agreement, any and all Liabilities whatsoever with respect to claims made by or with respect to any CoalCo Group Employees or Former CoalCo Group Employees in connection with or otherwise in relation to (A) any Individual Agreements that are in place as of the Effective Time with respect to any CoalCo Employee or Former CoalCo Employee, or (B) Benefit Plan not retained or assumed by any member of the Parent Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, including any such Liabilities relating to actions or omissions of or by any member of the CoalCo Group or any officer, director, employee or agent thereof prior to, on or after the Distribution Date; and

(iii) any and all Liabilities expressly assumed or retained by any member of the CoalCo Group pursuant to this Agreement.

(b) Acceptance and Assumption of Parent Liabilities . Except as otherwise noted herein, effective as of the Distribution Date, Parent, which shall be renamed CNX Resources Corporation following the Effective Time (“ GasCo ”), and certain members of the Parent Group designated by Parent shall assume or retain, as applicable, and agree to faithfully perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Parent Liability for purposes of this Agreement):

(i) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any GasCo Group Employees and Former Parent Group Employees as of and after the Distribution Date, including as it relates to any payment obligations pursuant to any Individual Agreements that are in place as of the Effective Date with respect to any GasCo Group Employee or Former Parent Group

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Employee, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any GasCo Group Employees or Former Parent Group Employees in connection with or otherwise in relation to any (A) any Individual Agreements that are in place as of the Effective Time with respect to any GasCo Group Employee or Former Parent Group Employee, or (B) Benefit Plan not retained or assumed by any member of the CoalCo Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, including any such Liabilities relating to actions or omissions of or by any member of the Parent Group or any officer, director, employee or agent thereof prior to, on or after the Distribution Date; and

(iii) any and all Liabilities expressly assumed or retained by any member of the Parent Group pursuant to this Agreement.

(c) Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02 Transition Services.

The Parties acknowledge that the Parent Group and/or the CoalCo Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to cooperate in good faith to negotiate a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

Section 2.03 Service Credit .

(a) Service for Eligibility, Vesting and Benefit Purposes . The CoalCo Benefit Plans shall, and CoalCo shall cause each member of the CoalCo Group to, recognize each CoalCo Group Employee’s and each Former CoalCo Group Employee’s full service with Parent or any of its Subsidiaries or predecessor entities at or before the Distribution Date, to the same extent that such service was credited by Parent or its Subsidiary for similar purposes prior to the Distribution Date as if such full service had been performed for a member of the CoalCo Group, for purposes of eligibility, vesting and determination of level of benefits under any such CoalCo Benefit Plan. The Parent Benefit Plans shall, and GasCo shall cause each member of the Parent Group to, recognize each GasCo Group Employee’s and each Former Parent Group Employee’s full service with CoalCo or any of its Subsidiaries or predecessor entities at or before the Distribution Date, to the same extent that such service was credited by CoalCo or its Subsidiary for similar purposes prior to the Distribution Date as if such full service had been performed for a member of the Parent Group, for purposes of eligibility, vesting and determination of level of benefits under any such Parent Benefit Plan.

(b) Evidence of Prior Service . Notwithstanding anything to the contrary in this Agreement, but subject to Section  3.02 and applicable Law, upon reasonable request by either Party (the “ Requesting Party ”), the other Party (the “ Providing Party ”) will provide to the Requesting Party copies of any records available to the Providing Party to document the service, plan participation and membership of former Employees of the Providing Party who are then Employees of the Requesting Party, and will cooperate with the Requesting Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any such Employee.

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Section 2.04 Benefit Plans .

(a) Establishment of Plans . As of or prior to the Distribution Date, CoalCo shall, or shall cause an applicable member of the CoalCo Group to, adopt Benefit Plans (and related trusts, if applicable), with terms comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Parent Benefit Plans; provided , however , that CoalCo may limit participation in any such CoalCo Benefit Plan to CoalCo Group Employees and Former CoalCo Group Employees who participated in the corresponding Parent Benefit Plan immediately prior to the Distribution Date.

(b) Information and Operation . GasCo shall provide CoalCo with information describing each Parent Benefit Plan election made by a CoalCo Group Employee or a Former CoalCo Group Employee that may have application to CoalCo Benefit Plans from and after the Distribution Date, and CoalCo shall use its commercially reasonable efforts to administer the CoalCo Benefit Plans using those elections. Each Party shall, upon reasonable request, provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

(c) No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, no participant in any CoalCo Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Parent Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the Parent Group. Furthermore, unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program or arrangement sponsored or maintained by a member of the Parent Group or member of the CoalCo Group on the part of any Employee or Former Employee.

(d) No Expansion of Participation . Unless otherwise expressly provided in this Agreement, determined or agreed to by GasCo and CoalCo, required by applicable Law, or explicitly set forth in a CoalCo Benefit Plan, a CoalCo Group Employee or a Former CoalCo Group Employee shall be entitled to participate in the CoalCo Benefit Plans on or after the Distribution Date only to the extent that such CoalCo Group Employee or a Former CoalCo Group Employee was entitled to participate in the corresponding Parent Benefit Plan as in effect immediately prior to the Distribution Date (to the extent that such CoalCo Group Employee or a Former CoalCo Group Employee does not participate in the respective CoalCo Benefit Plan immediately prior to the Distribution Date), it being understood that this Agreement does not expand (i) the number of CoalCo Group Employees or Former CoalCo Group Employees entitled to participate in any CoalCo Benefit Plan, or (ii) the participation rights of CoalCo Group Employees or Former CoalCo Group Employees in any CoalCo Benefit Plans beyond the rights of such CoalCo Group Employees or Former CoalCo Group Employees under the corresponding Parent Benefit Plans, in each case, after the Distribution Date.

(e) Beneficiaries . As it relates to Benefit Plans, references herein to GasCo Group Employees, Former Parent Group Employees, CoalCo Group Employees, Former CoalCo Group Employees, and nonemployee directors of either Parent, GasCo or CoalCo (including Transferred Directors), shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 2.05 Individual Agreements .

(a) Assignment by Parent . To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to CoalCo or another member of the CoalCo Group, as designated by CoalCo, all Individual Agreements pertaining to CoalCo Group Employees in effect immediately prior to

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the Effective Date, with such assignment to be effective as of the Distribution Date; provided , however , that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Distribution Date, each member of the CoalCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the CoalCo Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the CoalCo Group; provided , further , that in no event shall (i) GasCo be permitted to enforce any Individual Agreement after the Distribution Date (including any agreement containing noncompetition or nonsolicitation covenants) against a CoalCo Group Employee or a Former CoalCo Group Employee for action taken after the Distribution Date in such individual’s capacity as a CoalCo Group Employee or a Former CoalCo Group Employee and (ii) CoalCo be permitted to enforce any Individual Agreement after the Distribution Date (including any agreement containing noncompetition or nonsolicitation covenants) against a GasCo Group Employee or a Former Parent Group Employee for action taken after the Distribution Date in such individual’s capacity as a GasCo Group Employee or a Former Parent Group Employee.

(b) Assumption by CoalCo. Effective as of the Distribution Date, CoalCo will assume, honor and undertake responsibility for all payment obligations with respect to, or will cause a member of the CoalCo Group to assume, honor and undertake responsibility for all payment obligations with respect to, any Individual Agreement to which any CoalCo Group Employee or Former CoalCo Group Employee is a Party with any member of the Parent Group, including any Individual Agreement which has not otherwise been terminated by the parties prior to the Distribution Date.

Section 2.06 Collective Bargaining . Effective as of the Distribution Date, to the extent necessary, CoalCo shall cause the appropriate member of the CoalCo Group to (a) assume or retain all collective bargaining agreements (including any national, sector or local collective bargaining agreement) that cover CoalCo Group Employees or Former CoalCo Group Employees, including any such agreements negotiated in connection with the Separation or which are otherwise in the process of being negotiated and the Liabilities arising under any such collective bargaining agreements, and (b) join any industrial, employer or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply. In the event of any conflict between a provision of this Agreement and the requirements of a collective bargaining agreement applicable to either Party, the requirements of the collective bargaining agreement shall control and the Parties shall cooperate in good faith to modify the applicable provision of this Agreement to the minimum extent necessary to permit compliance with the applicable collective bargaining agreement requirements while preserving to the maximum extent possible the originally intended result of such modified provision.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01 Active Employees .

(a) Assignment and Transfer of Employees. Effective not later than immediately prior to the Distribution Date and except as otherwise required by applicable Law or agreed to by the Parties in writing, (i) each applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the CoalCo Group as of the Distribution Date (including any such individual who is not actively working as of the Distribution Date as a result of an illness, injury or approved leave of absence (or leave of absence otherwise taken in accordance with applicable Law) (collectively, the “ CoalCo Group Employees ”) is, as of the Distribution Date, employed by a member of the CoalCo Group and (ii) each applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of the Distribution Date (including any such individual who is not actively working as of the Distribution Date as a result of an illness, injury or approved leave of absence (or leave of absence otherwise taken in accordance with applicable Law) and any other individual employed by the Parent

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Group as of the Distribution Date who is not a CoalCo Group Employee (collectively, the “ GasCo Group Employees ”) is, as of the Distribution Date, employed by a member of the Parent Group. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Parent Group or any member of the CoalCo Group to (i) continue the employment of any Employee or permit the return from a leave of absence for any period after the date of this Agreement (except as required by applicable Law), or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

(c) Severance. The Parties acknowledge and agree that the Distribution and the assignment, transfer or continuation of the employment of Employees as contemplated by this Section  3.01 shall not be deemed an involuntary termination of employment that entitles any CoalCo Group Employee or GasCo Group Employee to severance payments or benefits.

(d) Not a Change of Control/Change in Control. The Parties acknowledge and agree that, except as otherwise specifically contemplated by and expressed in an Individual Agreement set forth on Schedule 3.01(d) , neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the CoalCo Group.

(e) Payroll and Related Taxes. With respect to any CoalCo Group Employee or group of CoalCo Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat CoalCo (or the applicable member of the CoalCo Group) as a “successor employer” and Parent (or the applicable member of the Parent Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“ FICA ”), or the United States Federal Unemployment Tax Act, as amended (“ FUTA ”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Distribution Date, with respect to each such CoalCo Group Employee for the tax year during which the Distribution Date occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided , however , that to the extent that CoalCo (or the applicable member of the CoalCo Group) cannot be treated as a “successor employer” to Parent (or the applicable member of the Parent Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any CoalCo Group Employee or group of CoalCo Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2017 and ending on the Distribution Date GasCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such CoalCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such CoalCo Group Employees for such period, and (y) with respect to the remaining portion of such tax year, CoalCo will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such CoalCo Group Employees, and (B) furnish a Form W-2 or similar earnings statement to all such CoalCo Group Employees.

Section 3.02 Nonsolicitation . Each Party agrees that, for a period of five (5) years from the Distribution Date, such Party shall not solicit for employment or otherwise hire any individual who is a GasCo Group Employee, in the case of a CoalCo, or a CoalCo Group Employee, in the case of GasCo; provided , however , that without limiting the generality of the foregoing prohibition on solicitation of Employees of the other Party, this Section  3.02 shall not prohibit (a) generalized solicitations that are not directed to specific Persons or Employees of the other Party, (b) the solicitation of a Person whose employment was involuntarily terminated by the other Party, or (c) the solicitation of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under the foregoing clause (a), in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the Party that employs the Person who is to be solicited.

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ARTICLE IV

EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION

Section 4.01 Generally . Parent Awards that are outstanding as of immediately prior to the Effective Time shall be adjusted or converted as described below; provided, however, that effective immediately prior to the Effective Time, the Parent Compensation Committee may provide for different adjustments with respect to some or all Parent Awards to the extent that the Parent Compensation Committee deems such adjustments necessary and appropriate, consistent with the terms of the Parent Equity Plan. Any adjustments made by the Parent Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. Before the Effective Time, the CoalCo Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of Section  4.02 .

Section 4.02 Equity Incentive Awards .

(a) Outstanding Parent Options Each Parent Option that is outstanding and unexercised as of immediately prior to the Effective Time shall become a GasCo Option (as defined below) and be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent Option immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on such GasCo Option after the Effective Time if necessary and appropriate to comply with applicable Law or existing policies or determinations of Parent, including with respect to any blackout period applicable to the exercise of such Parent Option that may be instituted immediately prior to, and for a designated period following, the Effective Time; and further provided, however, that from and after the Effective Time:

(i) the number of GasCo Shares subject to such GasCo Option (as defined below), rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of Parent Shares subject to such Parent Option immediately prior to the Effective Time by (B) the GasCo Ratio; and

(ii) the per share exercise price of such GasCo Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Effective Time by (B) the GasCo Ratio (each such option, a “ GasCo Option ”);

provided, however, that with respect to any GasCo Option held by a CoalCo Employee or Transferred Director, continued employment by, or service with, the CoalCo Group shall be treated as continued employment by, or service with, the Parent Group for purposes of vesting and exercisability.

(b) Outstanding Parent RSU Awards Held by GasCo Group Employees, GasCo Nonemployee Directors, Former Nonemployee Directors and Former Employees .

(i) Except as may be otherwise provided in Section 4.02(a)(ii), each Parent RSU Award held by a GasCo Group Employee, GasCo Nonemployee Director, Former Nonemployee Director or a Former Employee that is outstanding as of immediately prior to the Effective Time shall become a GasCo RSU (as defined below) and be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent RSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares; provided, however, that certain restrictions may be imposed on the GasCo RSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time, the number of GasCo Shares to which such GasCo RSU Award relates shall be equal to the product obtained by multiplying (i) the number of Parent Shares to which such Parent RSU Award related immediately prior to the

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Effective Time by (ii) the GasCo Ratio (with any resulting fractional share rounded up to the nearest whole number of shares) (each such restricted stock unit, a “ GasCo RSU Award ”).

(ii) Any outstanding Parent RSU Awards held by GasCo Group Employees and Former Employees that contain early vesting provisions upon Parent’s common stock equaling or exceeding $55 over a designated period shall be equitably adjusted such that such stock price shall be equal to the quotient obtained by dividing (A) $55 by (B) the GasCo Ratio.

(c) Outstanding Parent RSU Awards Held by CoalCo Group Employees and Transferred Directors.

(i) Except as may be otherwise provided in Section 4.02(c)(ii), each Parent RSU Award held by a CoalCo Group Employee or Transferred Director that is outstanding as of immediately prior to the Effective Time shall be converted into a CoalCo RSU Award, and, except as provided in Section 4.02(k), shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent RSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares (except that references to Parent in the applicable plan and award agreement shall be deemed to refer to CoalCo, unless clearly dictated otherwise by context); provided, however, that certain restrictions may be imposed on the CoalCo RSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time, the number of CoalCo Shares to which such CoalCo RSU Award relates shall be equal to the product obtained by multiplying (A) the number of Parent Shares to which the corresponding Parent RSU Award related immediately prior to the Effective Time by (B) the CoalCo Ratio (with any resulting fractional share rounded up to the nearest whole share).

(ii) With respect to outstanding Parent RSU Awards granted in 2015 and held by CoalCo Group Employees classified as Grade 14 or lower immediately prior to the Record Date, each such Parent RSU Award granted in 2015 shall vest three days prior to the Record Date, such that the holder of the Parent RSU Award shall be a holder of Parent Shares (with respect to those shares underlying the relevant Parent RSU Award) as of the Record Date, with payment in settlement of such Parent RSU Award granted in 2015 to be made on or as soon as practicable following the Effective Time; provided that no such payment acceleration shall be made for any such CoalCo Group Employee classified as Grade 14 or lower who made a prior deferral election with respect to the delivery of vested shares.

(iii) Any outstanding Parent RSU Awards Held by CoalCo Group Employees that contain early vesting provisions upon Parent’s common stock equaling or exceeding $55 over a designated period shall be equitably adjusted such that the applicable stock price will be based on CoalCo’s rather than Parent’s stock price and that such stock price shall be equal to the quotient obtained by dividing (A) $55 by (B) the CoalCo Ratio.

(d) Outstanding Parent PSU Awards Held by GasCo Group Employees and Former Employees . Each Parent PSU Award held by a Parent Group Employee or a Former Employee that is outstanding as of immediately prior to the Effective Time, shall become a GasCo PSU Award (as defined below) and be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent PSU Award immediately prior to the Effective Time; provided, however, that certain restrictions may be imposed on the GasCo PSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time:

(i) the number of GasCo Shares to which such GasCo PSU Award relates shall be equal to the product obtained by multiplying (A) the number of Parent Shares to which such Parent PSU Award

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(at target) related immediately prior to the Effective Time by (B) the GasCo Ratio (with any resulting fractional share rounded up to the nearest whole number of shares); and

(ii) the performance conditions applicable to each such GasCo PSU Award shall be (A) for any performance period ending in 2017 (including any separate annual performance period ending on December 31, 2017 under a GasCo PSU Award with separate annual performance periods) with respect to any such GasCo PSU Award, the conditions previously established by the Parent Compensation Committee with such adjustments as approved by the Parent Compensation Committee and (B) for any performance period ending after 2017, as adjusted to the conditions previously established by the Parent Compensation Committee following the Effective Time (each such performance share unit, a “ GasCo PSU Award ”).

(e) Outstanding Parent PSU Awards Held by CoalCo Group Employees . Each Parent PSU Award held by a CoalCo Group Employee that is outstanding as of immediately prior to the Effective Time shall be converted into a CoalCo PSU Award and, except as provided in Section 4.02(k), shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent PSU Award immediately prior to the Effective Time (except that references to Parent in the applicable plan and award agreement shall be deemed to refer to CoalCo, unless clearly dictated otherwise by context); provided, however, that certain restrictions may be imposed on the CoalCo PSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time:

(i) the number of CoalCo Shares to which such CoalCo PSU Award relates shall be equal to the product obtained by multiplying (A) the number of Parent Shares to which the corresponding Parent PSU Award (at target) related immediately prior to the Effective Time by (B) the CoalCo Ratio (with any resulting fractional share rounded up to the nearest whole number of shares); and

(ii) the performance conditions applicable to each such CoalCo PSU Award shall be (A) for the performance period ending in 2017 (including any separate annual performance period ending on December 31, 2017 under a CoalCo PSU Award with separate annual performance periods), those conditions previously established by the Parent Compensation Committee (and approved by the CoalCo Compensation Committee) with such adjustments as approved by such committees and (B) for any performance period ending after 2017, as adjusted by the CoalCo Compensation Committee following the Effective Time to those conditions previously established by the Parent Compensation Committee (and approved by the CoalCo Compensation Committee).

(f) Outstanding Deferred Stock Unit Awards Held by GasCo Nonemployee Directors and Former Nonemployee Directors . Each Parent DSU Award held by a GasCo Nonemployee Director or a Former Nonemployee Director that is outstanding as of immediately prior to the Effective Time shall become a GasCo DSU Award (as defined below) and be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such Parent DSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares; provided, however, that certain restrictions may be imposed on the GasCo DSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time, the number of Parent Shares to which such GasCo DSU Award relates shall be equal to the product obtained by multiplying (i) the number of Parent Shares to which such Parent DSU Award related immediately prior to the Effective Time by (ii) the GasCo Ratio (with any resulting fractional share rounded up to the nearest whole number of shares) (each such deferred stock unit, a “ GasCo DSU Award ”).

(g) Outstanding Deferred Stock Unit Awards Held by Transferred Directors . Each Parent DSU Award held by a Transferred Director that is outstanding as of immediately prior to the Effective Time shall be converted into a CoalCo DSU Award (as defined below), and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Parent

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DSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares (except that references to Parent in the applicable plan and award agreement shall be deemed to refer to CoalCo, unless clearly dictated otherwise by context); provided, however, that certain restrictions may be imposed on the CoalCo DSU Award after the Effective Time if necessary and appropriate to comply with applicable Law; and further provided, however, that from and after the Effective Time, the number of CoalCo Shares to which such CoalCo DSU Award relates shall be equal to the product obtained by multiplying (i) the number of Parent Shares to which the corresponding Parent DSU Award related immediately prior to the Effective Time by (ii) the CoalCo Ratio (with any resulting fractional share rounded up to the nearest whole number of shares) (each such deferred stock unit, a “ CoalCo DSU Award ”).

(h) Miscellaneous Award Terms . None of the Separation, the Distribution or any employment transfer described in Section  3.01(a) shall constitute a termination of employment or separation from service for any Employee or nonemployee directors of either Parent (including GasCo) or CoalCo, or their respective Groups (including Transferred Directors) for purposes of any GasCo Award or any CoalCo Award. After the Effective Time, for any award adjusted under this Section  4.02 , any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Equity Plan applicable to such award (A) with respect to GasCo Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Equity Plan, and (B) with respect to CoalCo Awards, shall be deemed to refer to a “Change in Control” as defined in the CoalCo Equity Plan.

(i) Tax Reporting and Withholding. Unless prohibited by applicable Law or as otherwise expressly contemplated herein, following the Effective Time, (i) GasCo shall be solely responsible for all Liabilities, including all income, payroll and other tax remittance and reporting, and entitled to all tax deductions, associated with GasCo Awards, including all GasCo Option Awards, regardless of whether the same are held by GasCo Group Employees or CoalCo Group Employees, and (ii) CoalCo shall be solely responsible for all Liabilities, including all income, payroll and other tax remittance and reporting, and entitled to all tax deductions associated with, CoalCo Awards, other than GasCo Option Awards. Notwithstanding anything to the contrary herein, as it relates to unvested GasCo Options held by CoalCo Employees, the parties hereby acknowledge and agree that CoalCo shall provide reimbursement to GasCo, upon such terms and utilizing such concepts as are set forth in the Separation and Distribution Agreement, with respect to costs and expenses (including any finance expense) incurred by GasCo following the Effective Time in connection with such GasCo Options held by CoalCo Employees. GasCo shall provide periodic invoices to CoalCo that reflect all such costs and expenses that are to be reimbursed and GasCo and CoalCo further agree to enter into any necessary agreements regarding the subject matter of this Section  4.02(i) to enable GasCo and CoalCo to fulfill their respective obligations hereunder, including but not limited to compliance with all applicable Laws regarding the reporting, withholding or remitting of income and/or taxes.

(j) Registration and Other Regulatory Requirements . CoalCo agrees to file Forms S-1, S-3 and/or S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the CoalCo Shares authorized for issuance under the CoalCo Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any CoalCo Shares pursuant to the CoalCo Equity Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section  4.02(j) . Parent agrees to facilitate the adoption and approval of the CoalCo Equity Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

(k) Vesting of Equity Rights Pursuant to an Individual Agreements . Notwithstanding the foregoing, if and to the extent that any CoalCo Group Employee is a party to an Individual Agreement with Parent (and/or other parties) that provides for any conflicting vesting terms than those set forth in this Section  4.02 upon a “change in control” (as defined in such agreement) that is triggered by the Separation or upon a certain date, then the vesting and other terms approved by the Parent Compensation Committee or provided for under such agreement shall control.

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Section 4.03 Nonequity Incentive Plans .

(a) Annual STIC . Immediately prior to the Effective Time, CoalCo Group Employees shall cease participating in each Parent annual bonus plan or policy, including without limitation the Amended and Restated CONSOL Energy Inc. Executive Annual Incentive Plan (the “ Parent STIC ”) and, as of the Effective Time, CoalCo Group Employees who were eligible to participate in the Parent STIC shall thereafter be eligible to participate (to the extent they are not already participating therein) in any CoalCo annual bonus plans or policies existing as of, or implemented by CoalCo following, the Effective Time (the “ CoalCo Annual Bonus Plans ”). All GasCo Group Employees shall continue participation in each Parent annual bonus plan or policy to which they were entitled to participate prior to the Effective Time, including without limitation the Parent STIC.

(b) Payment under Annual Nonequity Incentive Plans . Payment to CoalCo Group Employees with respect to participation in the 2017 Parent STIC shall be measured based on relevant performance metrics of Parent with respect to the first nine months of the year, and CoalCo (and all members of the CoalCo Group) with respect to the last three months of 2017 (such proration to be eight months and four months in the case of David Khani and Katharine Fredriksen, respectively). The obligation and responsibility for funding, paying and discharging all obligations under the Parent STIC, any CoalCo Annual Bonus Plans or other nonequity incentive plans that may be in place in respect of the calendar year in which the Effective Time occurs shall be undertaken and borne by the respective employer (GasCo or CoalCo) that employs the Employee following the Effective Time (whether GasCo Group Employee or CoalCo Group Employee) that is entitled to receipt of such payment amount, regardless of which entity was the sponsor or creator of said nonequity incentive plan, or whose metrics were utilized in determining the relative performance level and payment entitlement.

(c) Incentive Plans. As of the Effective Time, (i) the Parent Group shall retain (or assume to the extent necessary) sponsorship of any commission bonus and sales incentive plans covering GasCo Group Employees, and, from and after the Effective Time, all Liabilities thereunder shall be Liabilities of the Parent Group, and (ii) the CoalCo Group shall retain (or assume to the extent necessary) sponsorship of any commission bonus and sales incentive plans covering CoalCo Group Employees, and, from and after the Effective Time, all Liabilities thereunder shall be Liabilities of the CoalCo Group.

Section 4.04 Severance Benefits . CoalCo shall be solely responsible for all Liabilities in respect of all of the costs of providing benefits under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include, if applicable, any medical or other welfare benefits, outplacement benefits, accrued vacation, and taxes) (collectively, “ Severance Benefits ”) relating to the termination or alleged termination of employment of any Former CoalCo Group Employee and of any CoalCo Group Employee that occurs on or after the Distribution Date. Parent (or GasCo, as applicable) shall be solely responsible for all Liabilities in respect of all the costs of providing the Severance Benefits relating to the termination or alleged termination of employment of any (i) CoalCo Group Employee or Former CoalCo Group Employee that occurred prior to the Distribution Date and (ii) Former Parent Group Employee and of any GasCo Group Employee that occurs prior to, on or after the Distribution Date.

Section 4.05 Director Compensation .

(a) Parent Director Deferred Fee Plan . Parent (and GasCo, as applicable) shall continue to be responsible for Liabilities in respect of the GasCo Nonemployee Directors, Former Nonemployee Directors and each applicable Transferred Director under the Parent Director Deferred Fee Plan. For avoidance of any doubt, the Parent Director Deferred Fee Plan shall continue to implement any outstanding irrevocable deferral election of a Transferred Director in effect immediately prior to the Effective Time until the end of applicable board year covered by such election, and CoalCo shall be responsible for the remittance of any deferred amounts pursuant to such election to the trust agreement established in connection with the Parent Director Deferred Fee Plan.

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(b) Director Compensation. Parent (or GasCo, as applicable) shall be responsible for the payment of any fees for service on the Parent Board or GasCo Board, as applicable, that are earned at, before, or after the Effective Time, and CoalCo shall not have any responsibility for any such payments. With respect to any CoalCo Nonemployee Director, including any Transferred Director, CoalCo shall be responsible for the payment of any fees for service on the CoalCo Board that are earned at any time after the Effective Time and GasCo shall not have any responsibility for any such payments. Notwithstanding the foregoing, CoalCo shall commence paying quarterly cash retainers to CoalCo Nonemployee Directors in respect of all payments due and owing as of November 1, 2017; provided that, in no event shall any compensation be paid that would be in excess of that to which said Nonemployee Director would otherwise be entitled.

(c) Tax Reporting and Withholding. Unless prohibited by applicable Law, following the Effective Time, (i) GasCo shall be solely responsible for all Liabilities, including all income, payroll and other tax remittance and reporting, associated with compensation and benefits for GasCo Nonemployee Directors and Former Nonemployee Directors (other than Transferred Directors), and (ii) CoalCo shall be solely responsible for all Liabilities, including all income, payroll and other tax remittance and reporting, associated with compensation and benefits for the CoalCo Nonemployee Directors (including the Transferred Directors). Parent (and GasCo, as applicable) and CoalCo agree to enter into any necessary agreements regarding the subject matter of this Section  4.05(a) to enable Parent (and GasCo, as applicable) and CoalCo to fulfill their respective obligations hereunder, including but not limited to compliance with all applicable Laws regarding the reporting, withholding or remitting of income and/or taxes.

ARTICLE V

QUALIFIED RETIREMENT PLANS

Section 5.01 Parent Pension Plan .

(a) Transfer of Parent Pension Plan . As of the Distribution Date, Parent shall transfer, and CoalCo shall accept sponsorship of, the Parent Pension Plan. Upon completion of such transfer, GasCo shall be relieved of the Liabilities for the Parent Pension Plan. Said transfer shall be evidenced by resolutions of the Parent Board and the CoalCo Board. Parent (or GasCo, as applicable) and/or Coal Co shall file any notice required under Section 4043 of ERISA, unless waived.

(b) Amendment to Trust; Retitling of Assets . On, or as soon as practicable after, the Distribution Date and after receipt by GasCo of a copy of certified resolutions of the CoalCo Board (or its authorized committee or other delegate) evidencing adoption of the Parent Pension Plan and the Parent Pension Plan Trust, GasCo and CoalCo shall amend the Parent Pension Trust to transfer sponsorship of the Parent Pension Plan. GasCo and CoalCo will provide the trustee of the Parent Pension Plan Trust with appropriate documentation necessary to retitle the trust assets.

(c) Parent Pension Plan Provisions . The Parent Pension Plan shall be amended, effective as of or prior to the Effective Date, to provide for the change in sponsorship. The Plan Administrator shall distribute a Summary of Material Modifications in accordance with law.

(d) Plan Fiduciaries . For all periods after the Distribution Date, the Parties agree that the applicable fiduciaries of the Parent Pension Plan shall have the authority with respect to the Parent Pension Plan to determine the plan investments and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents. CoalCo will appoint members to the Retirement Board under the Parent Pension Plan as of the Distribution Date.

Section 5.02 CoalCo Investment Plan .

(a) Establishment of Plans. CoalCo has established the CoalCo Investment Plan effective September 1, 2017, which initially has substantially the same terms as those of the corresponding Parent Investment

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Plan as in effect immediately prior to the Distribution Date. CoalCo ceased participation in the Parent Investment Plan as of September 1, 2017.

(b) Transfer of Account Balances . No balances will be transferred directly from the Parent Investment Plan to the CoalCo Investment Plan through a trustee transfer or otherwise. Distributions will be made to participants from the Parent Investment Plan in accordance with the terms of the Parent Investment Plan and to the extent such participant has met the eligibility requirements for distribution under and in accordance with the terms of the Parent Investment Plan.

(c) CoalCo Share Fund in Parent Investment Plan. CoalCo Shares distributed in connection with the Distribution in respect of Parent Shares held in Parent Investment Plan accounts of GasCo Group Employees or Former Parent Group Employees who participate in the Parent Investment Plan shall be deposited in a CoalCo Share Fund under the Parent Investment Plan. Such participants in the Parent Investment Plan will be prohibited from increasing their holdings in such CoalCo Share Fund under the Parent Investment Plan After the Effective Time, all outstanding investments in the CoalCo Share Fund under the Parent Investment Plan may be liquidated and reinvested in other investment funds offered under the Parent Investment Plan, on such dates and in accordance with such procedures as are determined by the administrator and the named fiduciary of the Parent Investment Plan.

(d) Determination Letter Request . CoalCo shall submit an application to the IRS as soon as practicable after the Plan’s effective date (but no later than the last day of the applicable remedial amendment period as defined in applicable Code provisions) requesting a determination letter regarding the qualified status of the CoalCo Savings Plans under Sections 401(a) and 401(k) of the Code and the tax-exempt status of their related trust under Section 501(a) of the Code and shall make any amendments reasonably requested by the IRS to receive such a favorable determination letter.

(e) Parent Investment Plan after Distribution Date . From and after the Distribution Date, (i) the Parent Investment Plan shall continue to be responsible for Liabilities in respect of GasCo Group Employees and Former Parent Group Employees under the Plan, and (ii) no CoalCo Group Employees or Former CoalCo Group Employees shall accrue any benefits under the Parent Investment Plan.

(f) Plan Fiduciaries . For all periods after September 1, 2017, the Parties agree that the applicable fiduciaries of each of the Parent Investment Plan and the CoalCo Investment Plan, respectively, shall have the authority with respect to the Parent Investment Plan and the CoalCo Investment Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(g) No Distributions . The transfer of any CoalCo Group Employee’s employment to the CoalCo Group will not entitle any CoalCo Group Employee to a distribution of his or her benefit under the Parent Investment Plan or CoalCo Investment Plan as a result of such transfer of employment.

ARTICLE VI

NONQUALIFIED DEFERRED COMPENSATION PLANS

Section 6.01 CoalCo Nonqualified Plans.

(a) Establishment of CoalCo Nonqualified Plans . Effective as of the Distribution Date, CoalCo shall establish the CoalCo Nonqualified Plans. Each of the CoalCo Nonqualified Plans shall initially have substantially the same terms as those of the corresponding Parent Divided Nonqualified Plan as in effect immediately prior to the Distribution Date.

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(b) Assumption of Liabilities from Parent . As of the Distribution Date, CoalCo shall, and shall cause each CoalCo Nonqualified Plan to, assume all Liabilities under the corresponding Parent Divided Nonqualified Plan for the account balances and accrued benefits of CoalCo Group Employees and Former CoalCo Group Employees and their respective beneficiaries and/or alternate payees determined as of immediately prior to the Distribution Date, and the Parent Group and the Parent Divided Nonqualified Plans shall be relieved of all such Liabilities.

(c) Parent Divided Nonqualified Plans. GasCo shall retain all Liabilities under the Parent Divided Nonqualified Plans for the benefits for GasCo Group Employees and Former Parent Group Employees and their respective beneficiaries and/or alternate payees. As of and after the Effective Time, CoalCo Group Employees and Former CoalCo Group Employees shall cease to be participants in the Parent Divided Nonqualified Plans.

Section 6.02 Participation; Distributions . The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement will trigger a payment or distribution of compensation under any of the Parent Divided Nonqualified Plans or CoalCo Nonqualified Plans for any participant and, consequently, that the payment or distribution of any compensation to which such participant is entitled under any of the Parent Divided Nonqualified Plans or CoalCo Nonqualified Plans will occur upon such participant’s separation from service from the CoalCo Group or at such other time as provided in the applicable CoalCo Nonqualified Plan or participant’s deferral election (if any).

ARTICLE VII

WELFARE BENEFIT PLANS

Section 7.01 Welfare Plans .

(a) Establishment of CoalCo Welfare Plans . As of or prior to the Distribution Date, CoalCo shall, or shall cause the applicable member of the CoalCo Group to, establish the CoalCo Welfare Plans, which shall initially have terms substantially similar in the aggregate those of the corresponding Parent Welfare Plans as in effect immediately prior to the Distribution Date. To the extent CoalCo is unable to cause one or more Welfare Plans to be established and for all CoalCo Group Employees (and Former CoalCo Group Employees as applicable) to be enrolled with respect thereto as of the Distribution Date, the parties agree to enter into such arrangements and agreements pursuant to Section 2.02 as may be necessary or desirable to ensure an equitable reimbursement of costs and obligations incurred by GasCo during that period following the Distribution Date for which CoalCo Group Employees and Former CoalCo Group Employees have benefits provided through Parent Welfare Plans

(b) Waiver of Conditions; Benefit Maximums . CoalCo shall use commercially reasonable efforts to cause the CoalCo Welfare Plans to:

(i) with respect to initial enrollment as of the Distribution Date, waive or request a carrier waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any CoalCo Group Employee or a Former CoalCo Group Employee, other than limitations that were in effect with respect to the CoalCo Group Employee or a Former CoalCo Group Employee under the applicable Parent Welfare Plan as of immediately prior to the Distribution Date, and (B) any waiting period limitation or evidence of insurability requirement applicable to a CoalCo Group Employee or Former CoalCo Group Employee other than limitations or requirements that were in effect with respect to such CoalCo Group Employee or Former CoalCo Group Employee under the applicable Parent Welfare Plans as of immediately prior to the Distribution Date; and

(ii) take into account (A) with respect to aggregate annual, lifetime, or similar maximum benefits available under the CoalCo Welfare Plans, a CoalCo Group Employee’s or Former CoalCo

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Group Employee’s prior claim experience under the Parent Welfare Plans and any Benefit Plan that provides leave benefits; and (B) any eligible expenses incurred by a CoalCo Group Employee or a Former CoalCo Group Employee and his or her covered dependents during the portion of the plan year of the applicable Parent Welfare Plan ending as of the Distribution Date to be taken into account under such CoalCo Welfare Plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such CoalCo Group Employee or Former CoalCo Group Employee and his or her covered dependents for the applicable plan year to the same extent as such expenses were taken into account by Parent for similar purposes prior to the Distribution Date as if such amounts had been paid in accordance with such CoalCo Welfare Plan.

(c) Health Savings Accounts . As of the Distribution Date, CoalCo shall, or shall cause a member of the CoalCo Group to, establish a CoalCo Welfare Plan that will provide health savings account benefits to CoalCo Group Employees on and after the Distribution Date (an “ CoalCo HSA ”). It is the intention of the Parties that all activity under a CoalCo Group Employee’s health savings account under a Parent Welfare Plan (a “ Parent HSA ”) for the year in which the Distribution Date occurs be treated instead as activity under the corresponding account under the CoalCo HSA, such that (i) any period of participation by a CoalCo Group Employee in a Parent HSA during the year in which the Distribution Date occurs will be deemed a period when such CoalCo Group Employee participated in the corresponding CoalCo HSA; (ii) all expenses incurred during such period will be deemed incurred while such CoalCo Group Employee’s coverage was in effect under the corresponding CoalCo HSA; and (iii) all elections and reimbursements made with respect to such period under the Parent HSA will be deemed to have been made with respect to the corresponding CoalCo HSA.

(d) Flexible Spending Accounts . The Parties shall use commercially reasonable efforts to ensure that as of the Distribution Date any health or dependent care flexible spending accounts of CoalCo Group Employees (whether positive or negative) (the “ Transferred Account Balances ”) under Parent Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after the Distribution Date, from the Parent Welfare Plans to the corresponding CoalCo Welfare Plans. Such CoalCo Welfare Plans shall assume responsibility as of the Distribution Date for all outstanding health or dependent care claims under the corresponding Parent Welfare Plans of each CoalCo Group Employee for the year in which the Distribution Date occurs and shall assume and agree to perform the obligations of the corresponding Parent Welfare Plans from and after the Distribution Date. As soon as practicable after the Distribution Date, and in any event within 30 days after the amount of the Transferred Account Balances is determined or such later date as mutually agreed upon by the Parties, CoalCo shall pay GasCo the net aggregate amount of the Transferred Account Balances, if such amount is positive, and GasCo shall pay CoalCo the net aggregate amount of the Transferred Account Balances, if such amount is negative.

(e) Allocation of Welfare Assets and Liabilities . Effective as of the Distribution Date, the CoalCo Group shall assume all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of CoalCo Group Employees or Former CoalCo Group Employees or their covered dependents under the Parent Welfare Plans or CoalCo Welfare Plans before, at, or after the Distribution Date. Except as may be expressly set forth on Schedule 7.01 hereto, no Parent Welfare Plan shall provide coverage to any CoalCo Group Employee or Former CoalCo Group Employee after the Distribution Date

Section 7.02 COBRA . The Parent Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the Parent Welfare Plans with respect to any GasCo Group Employees and any Former Parent Group Employees (and their covered dependents) who incur a qualifying event under COBRA before, as of, or after the Distribution Date. Effective as of the Distribution Date, except as may be specifically set forth on Schedule 7.02 hereto, the CoalCo Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the CoalCo Welfare Plans with respect

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to any CoalCo Group Employees or Former CoalCo Group Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the Parent Welfare Plans and/or the CoalCo Welfare Plans before, as of, or after the Distribution Date. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 7.03 Vacation, Holidays and Leaves of Absence . Effective as of the Distribution Date, the CoalCo Group shall assume all Liabilities of the Parent Group with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each CoalCo Group Employee. The Parent Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each GasCo Group Employee.

Section 7.04 Severance and Unemployment Compensation . Without limiting the generality of Section  4.04 , effective as of the Distribution Date, the CoalCo Group shall assume any and all Liabilities to, or relating to, CoalCo Group Employees and Former CoalCo Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Distribution Date. The Parent Group shall be responsible for any and all Liabilities to, or relating to, GasCo Group Employees and Former Parent Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Distribution Date.

Section 7.05 Workers ’ Compensation; Black Lung . With respect to claims for workers’ compensation, black lung or other similar benefits in the United States, (a) the CoalCo Group shall be responsible for claims in respect of CoalCo Group Employees and Former CoalCo Group Employees, whether occurring before, at or after the Distribution Date, and (b) the Parent Group shall be responsible for all claims in respect of GasCo Group Employees and Former Parent Group Employees, whether occurring before, at or after the Distribution Date. The treatment of workers’ compensation claims by CoalCo with respect to Parent (and GasCo, as applicable) insurance policies shall be governed by Section 5.1 and Section 5.2 of the Separation and Distribution Agreement.

Section 7.06 Insurance Contracts . To the extent that any Parent Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for CoalCo (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Parent and CoalCo for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section  7.06 .

Section 7.07 Third-Party Vendors . Except as provided below, to the extent that any Parent Welfare Plan is administered by a third-party vendor, the Parties will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for CoalCo and to maintain any pricing discounts or other preferential terms for both GasCo and CoalCo for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section  7.07 .

Section 7.08 Nondivided Welfare Plans . As of the Distribution Date, (a) the CoalCo Group shall retain (or assume to the extent necessary) sponsorship of the CONSOL Energy Inc. Retiree Health and Welfare Plan (which includes as component parts the Coal Act Benefit Plan for Eligible Pensioners and Dependents of CONSOL Energy Inc. and its subsidiaries and the 2017 Benefit Plan for Retirees Formerly Represented by the United Mine Workers of America) and, from and after the Distribution Date, all Assets and Liabilities thereunder shall be Assets and Liabilities of the CoalCo Group, and the Parent Group shall no responsibility for any costs or expenses incurred from and after the Distribution Date that is in any way related to such plans.

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ARTICLE VIII

MISCELLANEOUS

Section 8.01 Employee Records .

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, Parent (and GasCo, as applicable) and CoalCo (acting directly or through members of the Parent Group or the CoalCo Group, respectively) shall provide to the other and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement. The provision of any information pursuant to Section  8.01 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Separation and Distribution Agreement), or constitute a grant of rights in or to any such information.

(b) Transfer of Personnel Records and Authorization . Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Distribution Date, (i) Parent (and GasCo, as applicable) shall transfer to CoalCo any and all employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to CoalCo Group Employees and Former CoalCo Group Employees and other records reasonably required by CoalCo to enable CoalCo properly to carry out its obligations under this Agreement, and (ii) CoalCo shall transfer to Parent (and GasCo, as applicable) any and all employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to GasCo Group Employees and Former Parent Group Employees and other records reasonably required by Parent (and GasCo, as applicable) to enable Parent (and GasCo, as applicable) properly to carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Distribution Date, provided that the Parties shall cooperate, subject to applicable Law, to effectuate such transfer at such later date as may be necessary or appropriate with respect to any Delayed Transfer Employee. Each Party will permit the other Party reasonable access to Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

(c) Access to Records. To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Separation will be provided to members of the Parent Group and members of the CoalCo Group pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement.

(d) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all Employee-related information, Parent (and GasCo, as applicable) and CoalCo shall comply with all applicable Laws, regulations and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

(e) Cooperation. After the Effective Time, except in the case of an adversarial Action or Dispute between GasCo and CoalCo, or any members of their respective Groups, each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, and (iii) any submissions, filings, responses or communications that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor or any other Governmental Authority; provided , however , that requests for cooperation must be reasonable and not interfere with daily business operations.

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(f) Confidentiality. Notwithstanding anything to the contrary in this Agreement, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Separation and Distribution Agreement and the requirements of applicable Law.

Section 8.02 Preservation of Rights to Amend . The rights of each member of the Parent Group and each member of the CoalCo Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 8.03 Fiduciary Matters . Each of the Parties acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 8.04 Further Assurances . Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.05 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Separation and Distribution Agreement and the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

Section 8.06 Governing Law . Section 10.2 (Governing Law) of the Separation and Distribution Agreement is hereby incorporated herein by reference and shall apply as if fully set forth herein mutatis mutandis.

Section 8.07 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto; provided, however, that each Party may assign all of its rights and obligations under this Agreement to any of its Subsidiaries; and provided, further, that no such assignment shall release the assigning Party from any of its liabilities or obligations under this Agreement. Notwithstanding the foregoing, no consent for assignment shall be required for the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements in whole ( i.e ., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any of its Subsidiaries from being party to or undertaking a transaction that would result in a change of control.

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Section 8.08 Third-Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder. There are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any other Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement.

Section 8.09 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be delivered in accordance with Section 10.5 of the Separation and Distribution Agreement.

Section 8.10 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of any such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 8.11 Force Majeure . No Party shall be deemed to be in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

Section 8.12 Headings . The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.13 Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Effective Time and shall remain in full force and effect thereafter.

Section 8.14 Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 8.15 Dispute Resolution . The dispute resolution procedures set forth in Article VII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 8.16 Specific Performance . Subject to Article VII of the Separation and Distribution Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its rights or their rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and

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remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties.

Section 8.17 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 8.18 Interpretation . Section 10.16 (Interpretation) of the Separation and Distribution Agreement is hereby incorporated herein by reference and shall apply as if fully set forth herein mutatis mutandis.

Section 8.19 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

Section 8.20 Provisions Incorporated by Reference . The following provisions of the Separation and Distribution Agreement are hereby incorporated herein by reference and shall apply as if fully set forth herein mutatis mutandis: (a) Section 6.3 (Compensation for Providing Information), (b) Section 6.5 (Limitations of Liability); and (c) Section 6.9 (Confidentiality).

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives.

Exhibit 2.4

FORM OF

INTELLECTUAL PROPERTY MATTERS AGREEMENT

BY AND BETWEEN

CONSOL ENERGY INC.

AND

CONSOL MINING CORPORATION.

DATED AS OF                           , 2017

Table of Contents

i

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INTELLECTUAL PROPERTY MATTERS AGREEMENT

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (“ Agreement ”) is dated as of             , 2017 (the “ Effective Date ”), by and between CONSOL Energy Inc., a Delaware corporation (“ Parent ”), and CONSOL Mining Corporation, a Delaware corporation (“ CoalCo ”).

R E C I T A L S

WHEREAS, in connection with the contemplated Separation of CoalCo from Parent, Parent and CoalCo are entering into a Separation and Distribution Agreement (the “ Separation and Distribution Agreement ”);

WHEREAS, following the Separation and Distribution CoalCo, which will be renamed CONSOL Energy Inc., will be a separate, independent, publicly traded company, and Parent will be renamed CNX Resources Corporation;

WHEREAS it is the intent of the Parties that as part of the Separation, Parent assign certain intellectual property rights and certain technology to CoalCo pertinent to the Coal Business; and

WHEREAS it is the intent of the Parties that following the Separation, Parent license certain other intellectual property rights to CoalCo and that following the Separation, CoalCo license certain other intellectual property rights to Parent.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.01 Definitions . As used in this Agreement, the following terms have the following meanings:

“ 3POCM ” shall have the meaning set forth in Section  2.02(b) .

“ Administrative IP Proceedings ” shall have the meaning set forth in Section  5.02 .

“ Affiliate ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Ancillary Agreements ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Coal Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Coal Business Technology ” shall mean all Technology used in designing, developing, manufacturing, selling, providing or supporting products, services and offerings of the Coal Business as they exist as of immediately prior to the Distribution.

“ CoalCo Commercial Software ” shall mean software that, as of immediately prior to the Distribution, the Coal Business had (a) released to one or more third parties for commercial sale,

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licensing, distribution or (if applicable) beta testing, or (b) used to offer or provide a commercial service to one or more third parties, including software as a service and hosted solutions.

“ CoalCo Common Infrastructure Liability Percentage ” shall mean 50%.

“ CoalCo Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Common Infrastructure Copyrights ” shall mean copyrightable subject matter embodied in works that relate to the common internal business operations of the Parent Business and the Coal Business as of or prior to the Distribution Date, including software, corporate policies, operating procedures, manager toolkits and employee training materials. Common Infrastructure Copyrights do not include (a) Copyrights in Parent Commercial Software or CoalCo Commercial Software; (b) Copyrights in works that are used exclusively in or relate exclusively to Parent Business; or (c) Copyrights in works that are used exclusively in or relate exclusively to the Coal Business.

“ Common Infrastructure Liabilities ” shall mean any Liabilities of either Party (a) to the extent relating to, arising out of or resulting from (1) any Common Infrastructure Copyrights or (2) any Common Infrastructure Trade Secrets, and (b) arising or accrued at or prior to the Distribution.

“ Common Infrastructure Rights ” shall mean Common Infrastructure Copyrights and Common Infrastructure Trade Secrets.

“ Common Infrastructure Trade Secrets ” shall mean Trade Secrets that relate to the common internal business operations of the Parent Business and the Coal Business as of or prior to the Distribution Date. Common Infrastructure Trade Secrets do not include (a) trade secrets that are used in or relate to Parent Commercial Software or CoalCo Commercial Software (including source code); (b) Trade Secrets that are used exclusively in or relate exclusively to Parent Business; or (c) Trade Secrets that are used exclusively in or relate exclusively to the Coal Business.

“ Copyrights ” shall mean copyrights, copyright registrations and applications therefor, moral rights and all other rights corresponding to the foregoing.

“ Database Rights ” shall mean statutory and common law rights in databases and data collections (including knowledge databases, customer lists and customer databases) arising under the laws of any jurisdiction, whether registered or unregistered, and any applications for registration therefor.

“ Distribution ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Docket Files ” shall mean electronic and paper copies (including originals) of the following items to the extent they are in possession or control of Parent as of the Distribution with respect to each Transferred Patent: (a) assignment agreements from inventors to Parent, (b) declarations and powers of attorney relating to the prosecution of the Transferred Patents, (c) invention submissions, (d) correspondence with all patent offices together with a list, including contact information, of each counsel and agent responsible for the prosecution or maintenance of the Transferred Patents known to be in possession of Docket Files, and the original ribbon copy issued by the United States Patent and Trademark Office, or, for foreign Patents, the original ribbon copy or certificate issued by the applicable Governmental Authority.

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“ Excluded Intellectual Property Rights ” shall mean the Intellectual Property Rights to be retained by Parent set forth on Schedule  C .

“ Governmental Approvals ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Governmental Authority ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Improvemen t” to any Intellectual Property Right or Technology shall mean (a) with respect to Copyrights, any modifications, derivative works and translations of works of authorship in any medium, (b) with respect to Database Rights, any database that is created by extraction or use of another database and (c) with respect to Technology, any improvement or modification to the Trade Secrets that cover or are otherwise incorporated into such Technology.

“ Indemnitee ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Intellectual Property Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from Intellectual Property Rights.

“ Intellectual Property Rights ” shall mean the rights associated with the following anywhere in the world: (a) Trademarks; (b) Patents; (c) Trade Secrets; (d) Copyrights; (e) Internet Properties; (f) Database Rights; and (g) any similar, corresponding or equivalent rights to any of the foregoing. Intellectual Property Rights specifically excludes contractual rights (including license grants from third parties) and also excludes the tangible embodiment of any of the foregoing in subsections (a) – (g).

“ Internet Properties ” shall mean uniform resource locators and registered internet domain names (including social media handles and Internet user names).

“ Law ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Licensor ” shall have the meaning set forth in Section  5.07 .

“ Notifying Party ” shall have the meaning set forth in Section  5.07 .

“ Parent Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Commercial Software ” shall mean software that, as of immediately prior to the Distribution, the Parent Business had (a) released to one or more third parties for commercial sale, licensing, distribution or (if applicable) beta testing, or (b) used to offer or provide a commercial service to one or more third parties, including software as a service and hosted solutions as set forth on Schedule  E .

“ Parent Common Infrastructure Liability Percentage ” shall mean 50%.

“ Parent Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Party ” shall mean either party hereto, and “ Parties ” shall mean both parties hereto.

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“ Patents ” shall mean patents, designs and utility models, and applications therefor (including any continuations, continuations-in-part, divisionals, reissues, renewals, extensions or modifications for any of the foregoing).

“ Person ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Security Interes t” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever.

“ Separation ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Software Derivatives ” shall mean a revision, reparation, adaptation, enhancement, modification, translation, localization, abridgment, condensation, expansion and any other form into which software may be transformed or ported.

“ Technology ” shall mean tangible embodiments, whether in electronic, written or other media, of copyrightable works, technology (including designs, design and manufacturing documentation, engineering drawings, such as bill of materials, build instructions and test reports), sales documentation (such as marketing materials, installation manuals, service manuals, user manuals) schematics, algorithms, routines, software, databases, laboratory notebooks, development and lab equipment, processes, prototypes and devices. Technology does not include Intellectual Property Rights, including any Intellectual Property Rights in any of the foregoing.

“ TLA1 ” shall mean the Trademark License Agreement dated as of the date of this Agreement between CoalCo (the licensor) and Parent (the licensee).

“ TLA2 ” shall mean the Trademark License Agreement dated as of the date of this Agreement among Parent (the licensor) and CoalCo (the licensee).

“ Trade Secrets ” shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, and all other rights in or to confidential business or technical information.

“ Trademarks ” shall mean trademarks and service marks, including common law marks, trade names, business names, designs, logos and trade dress, whether registered or unregistered, and the goodwill appurtenant to each of the foregoing.

“ Transferred Copyrights ” shall mean Copyrights in and to the Coal Business Technology, whether registered or unregistered, that are owned by Parent as of immediately prior to the Distribution and that are primarily used in the Coal Business, including the Copyrights (if any) listed on Schedule  B . For the avoidance of doubt, Transferred Copyrights do not include (a) Copyrights in Parent Commercial Software; (b) Copyrights in works that are used exclusively in or relate exclusively to Parent Business; or (c) the Common Infrastructure Copyrights. Notwithstanding the foregoing, the Transferred Copyrights shall not include any Excluded Intellectual Property Rights.

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“ Transferred Database Rights ” shall mean Database Rights in and to the Coal Business Technology that are owned by Parent as of immediately prior to the Distribution and that are primarily used in the Coal Business, including the Database Rights (if any) listed on Schedule  B . Notwithstanding the foregoing, the Transferred Database Rights shall not include any Excluded Intellectual Property Rights.

“ Transferred Intellectual Property Liabilities ” shall mean (a) all Liabilities relating to, arising out of or resulting from the Transferred Intellectual Property Rights and (b) the CoalCo Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities.

“ Transferred Intellectual Property Rights ” shall mean (a) the Transferred Trademarks, (b) the Transferred Patents, (c) the Transferred Copyrights, (d) the Transferred Internet Properties, (e) the Transferred Database Rights, and (f) the Transferred Trade Secrets.

“ Transferred Internet Properties ” shall mean Internet Properties (a) listed on Schedule  B or (b) primarily used by the Coal Business. Notwithstanding the foregoing, the Transferred Internet Properties shall not include any Excluded Intellectual Property Rights.

“ Transferred Patents ” shall mean the Patents identified on Schedule  B hereto.

“ Transferred Trade Secrets ” shall mean the Trade Secrets known to the Parties that are owned by Parent as of immediately prior to the Distribution and that are primarily used by the Coal Business, including the Trade Secrets listed on Schedule  B . For the avoidance of doubt, Transferred Trade Secrets do not include: (a) any Trade Secrets that are used exclusively in or relate exclusively to Parent Business or (b) Common Infrastructure Trade Secrets. Notwithstanding the foregoing, the Transferred Trade Secrets shall not include any Excluded Intellectual Property Rights.

“ Transferred Trademarks ” shall mean all Trademarks which prior to the Distribution Date were used solely with regard to products, services and offerings of the Coal Business, including those trademarks identified on Schedule  B . Notwithstanding the foregoing, the Transferred Trademarks shall not include any Excluded Intellectual Property Rights.

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ARTICLE II

TRANSFERRED INTELLECTUAL PROPERTY

RIGHTS AND TECHNOLOGY AND ASSUMPTION OF LIABILITIES

2.01 Assignment of Intellectual Property Rights . (a) Subject to the terms and conditions of this Agreement, effective as of the Separation, Parent hereby assigns, transfers and conveys to CoalCo all of the right, title and interest of the Parent and any member of the Parent Group, in, to and under all Transferred Intellectual Property Rights, subject to the licenses granted to Parent in Article IV below and all other licenses granted under any such Intellectual Property Rights existing and in full force and effect as of immediately prior to the Distribution (subject to the terms and conditions contained in each such license). The Transferred Intellectual Property Rights include all of Parent’s right, title and interest in and to any and all proceeds, causes of action and rights of recovery against third parties for past and future infringement, misappropriation or other violation or impairment of any of the Transferred Intellectual Property Rights. The Parties shall execute intellectual property assignments in a form substantially similar to that attached as Schedule  A1 (the “Patent Assignment Agreement”), Schedule  A2 (the “Trademark Assignment Agreement”), and Schedule  A3 (the “Copyright Assignment”), as well as such additional case specific assignments as deemed appropriate to carry out the intent of the Parties, as applicable (collectively, the “Intellectual Property Assignment Agreements”), for recordation with the appropriate Governmental Authority.

(b) Recording Change of Ownership of the Transferred Intellectual Property Rights . CoalCo, or such member of the CoalCo Group designated by CoalCo, shall have the sole responsibility, at its sole cost and expense, to file the Intellectual Property Assignment Agreements and any other forms or documents as required to record the assignment of the Transferred Intellectual Property Rights from Parent to CoalCo; provided, however, that, upon written request, Parent shall provide reasonable assistance to CoalCo to record the assignment, at CoalCo’s sole cost and expense.

(c) Responsibility for Transferred Patents . Parent shall pay all fees incurred and respond to all office actions due with respect to the Transferred Patents up to and including the Distribution Date. CoalCo shall, in its sole discretion, pay or cause to be paid, all fees incurred and respond to all office actions due with respect to the Transferred Patents after the Distribution Date. At or prior to the Distribution, Parent shall provide CoalCo with a listing, in a form to be agreed upon by the Parties, of: (i) all known responses to office actions and fees due with respect to the Transferred Patents in all relevant jurisdictions with due dates within 120 days of the Distribution Date; and (ii) a copy of all hard-copy or digitally stored Docket Files relating to the Transferred Patents, unless such files are in the possession of Parent’s outside counsel or agents, in which case Parent shall send written instructions to its counsel and agents directing them to act in accordance with CoalCo’s instructions with respect to such files.

2.02 Common Infrastructure Copyrights . (a) Common Infrastructure Copyrights shall be co-owned by Parent and CoalCo. Accordingly, each Party transfers and assigns (as assignor) to the other Party (as assignee), effective as of date of Distribution, an undivided one-half part of the whole right, title, and interest in Common Infrastructure Copyrights owned by the assignor as of the Distribution Date, such undivided one-half part to be held and enjoyed by the assignee, as fully and entirely as the same would have been held and enjoyed by the assignor if this transfer had not been made. Upon a Party’s written request, the other Party shall execute documents confirming the assignment of such co-ownership interest to the requesting Party. Subject to Article VI, each co-owner shall be free to exploit the Common Infrastructure Copyrights without further consent and without accounting to the other co-owner. Each Party shall indemnify, defend and hold harmless the other Party and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any

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of the foregoing from and against any and all Liabilities arising out of or resulting from such indemnifying Party’s exploitation of the Common Infrastructure Copyrights following the Distribution.

(b) The Parties acknowledge that some of the materials associated with Common Infrastructure Copyrights (e.g., documents, PowerPoint slides, photo libraries, etc.) may also contain third party-owned copyrighted material (“ 3POCM ”) such as fonts, images and graphics, which are licensed to a Party. This Section 2.02 therefore does not extend to such 3POCM, and each Party is solely responsible for obtaining its own licenses to the 3POCM. Each Party shall indemnify, defend and hold harmless the other Party and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all claims by third parties arising out of or relating to such indemnifying Party’s use or exploitation of 3POCM following the Distribution.

(c) Notwithstanding the foregoing, and except as expressly permitted by either TLA1 or TLA2, the use of any Common Infrastructure Copyrights by or for one Party, and any works related to, or based upon, any of the Common Infrastructure Copyrights, may not contain any references to the other Party (or any of its marks, names, trade dress, logos or other source or business identifiers), the other Party’s publications, personnel (including senior management) or management structures, or any other indication (other than the verbatim or paraphrased reproduction of the content) that such works are based upon any Common Infrastructure Copyrights that originated with the other Party.

(d) Neither Parent nor CoalCo, nor any member of their respective Groups, shall have any obligation to the other to (i) notify of any changes or proposed changes to any of the Common Infrastructure Copyrights, (ii) include the other in any consideration of proposed changes to any of the Common Infrastructure Copyrights, (iii) provide draft changes of any of the Common Infrastructure Copyrights to the other for review or comment or (iv) provide the other with any updated materials relating to any of the Common Infrastructure Copyrights.

2.03 Common Infrastructure Trade Secrets . Common Infrastructure Trade Secrets shall be co-owned by Parent and CoalCo. Accordingly, each Party transfers and assigns (as assignor) to the other Party (as assignee), effective as of the date of Distribution, an undivided one-half part of the whole right, title, and interest in Common Infrastructure Trade Secrets owned by the assignor as of the date of Distribution, such undivided one-half part to be held and enjoyed by the assignee, as fully and entirely as the same would have been held and enjoyed by the assignor if this transfer had not been made. Upon a Party’s written request, (including a member of such Party’s respective Group), the other Party shall or if applicable shall cause the relevant member of their Group, execute documents confirming the assignment of such co-ownership interest to the requesting Party. Subject to Article VI, below, each co-owner shall be free to exploit the Common Infrastructure Trade Secrets without further consent and without accounting to the other co-owner. Notwithstanding the foregoing, neither of the joint owners (CoalCo, Parent) shall make a Common Infrastructure Trade Secret public or otherwise destroy or impair the Trade Secret status of a Common Infrastructure Trade Secret without the prior, written consent of the other joint owner. Each Party shall indemnify, defend and hold harmless the other Party and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all Liabilities arising out of or resulting from such indemnifying Party’s exploitation or disclosure of the Common Infrastructure Trade Secrets following the Distribution.

2.04 Acceptance and Assumption of Transferred Intellectual Property Liabilities . Subject to the terms and conditions of this Agreement, effective as of the Distribution, CoalCo shall accept, assume and agree faithfully to perform, discharge and fulfill the Transferred Intellectual Property Liabilities in accordance with their respective terms. CoalCo shall be responsible for all Transferred Intellectual

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Property Liabilities, regardless of when or where such Transferred Intellectual Property Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Distribution, regardless of where or against whom such Transferred Intellectual Property Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, the scope of CoalCo’s obligations with respect to any Common Infrastructure Liabilities shall be co-extensive with, and not greater than, the scope of Parent’s obligations with respect to Common Infrastructure Liabilities.

2.05 Acceptance and Assumption by Parent of Common Infrastructure Liabilities . Subject to the terms and conditions of this Agreement, effective as of the Distribution, Parent shall accept, assume and agree faithfully to perform, discharge and fulfill the Parent Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities in accordance with their respective terms. Parent shall be responsible for the Parent Common Infrastructure Liability Percentage of any Common Infrastructure Liabilities, regardless of where such Common Infrastructure Liabilities arose, or whether such Common Infrastructure Liabilities are asserted or determined prior to or after the date of this Agreement.

2.06 Delayed Transfers; Wrong Pockets . (a) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by Parent or the acceptance or assumption by CoalCo of any Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability, as the case may be, or (ii) the transfer or conveyance by one Party to, or the acceptance or assumption by, the other Party of any Intellectual Property Right, Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability, as the case may be, that, had the Parties given specific consideration to such Intellectual Property Right, Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Intellectual Property Right, Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability. Any transfer, conveyance, acceptance or assumption made pursuant to this Section  2.06(a) shall be treated by the Parties for all purposes as if it had occurred as of the Distribution, except as otherwise required by applicable Law.

(b) In the event that it is discovered after the Distribution that there was a transfer or conveyance by Parent to, or the acceptance or assumption by, CoalCo of any Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability, as the case may be, that should not have been transferred, the Parties shall use reasonable best efforts to promptly transfer or convey such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section  2.06(b) shall be treated by the Parties for all purposes as if such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law.

(c) To the extent that any transfer or conveyance of any Intellectual Property Right or Common Infrastructure Right acceptance or assumption of any Intellectual Property Liability or Common Infrastructure Liability required by this Agreement to be so transferred, conveyed, accepted or

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assumed shall not have been effected as of the Distribution Date, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution Date as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Intellectual Property Rights or Common Infrastructure Rights or the acceptance or assumption of any Intellectual Property Liabilities or Common Infrastructure Liabilities which by their terms or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Transferred Intellectual Property Rights, Transferred Intellectual Property Liabilities, Common Infrastructure Rights and Common Infrastructure Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed; provided further that neither Party shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make any such consent. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of and after the Distribution Date, the Party retaining such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability shall thereafter hold such Intellectual Property Right or Common Infrastructure Right for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Intellectual Property Liability or Common Infrastructure Liability for the account, and at the expense, of the Party by whom such Intellectual Property Liability or Common Infrastructure Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which such Intellectual Property Right or Common Infrastructure Right should have been transferred or conveyed, or by whom such Intellectual Property Liability or Common Infrastructure Liability should have been assumed or accepted, as the case may be, in order to place such Party, insofar as reasonably possible, in the same position as would have existed had such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability been transferred, conveyed, accepted or assumed (as applicable) as contemplated by this Agreement, including possession, use, risk of loss, potential for gain/loss and control over such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability. As and when any such Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability becomes transferable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section  2.06(c) shall be treated by the Parties for all purposes as if it had occurred as of the Distribution Date, except as otherwise required by applicable Law.

(d) The Party retaining any Transferred Intellectual Property Right, Transferred Intellectual Property Liability, Common Infrastructure Right or Common Infrastructure Liability due to the deferral of the transfer and conveyance of such Intellectual Property Right or Common Infrastructure Right or the deferral of the acceptance and assumption of such Intellectual Property Liability or Common Infrastructure Liability pursuant to this Section  2.06 or otherwise shall not be obligated by this Agreement, in connection with this Section  2.06 , to expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Party entitled to such Intellectual Property Right or Common Infrastructure Right or intended to assume such Intellectual Property Liability or Common Infrastructure Liability, as applicable) unless and to the extent the Party entitled to such Intellectual Property Right or Common Infrastructure Right or intended to assume such Intellectual Property Liability or Common Infrastructure Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures.

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2.07 Trademarks To Be Surrendered . Within thirty (30) days of the termination of TLA2, CoalCo shall surrender the trademark registrations listed in Schedule  D .

2.08 Description of Services in Retained Trademarks . For each of the Excluded Trademarks, at the time of the next maintenance filing if the Excluded Trademark is registered, or within 30 days after Separation if the Excluded Trademark is the subject of a pending application, Parent shall amend the description of goods and services to delete references to “coal” and any goods or services associated with the Coal Business.

2.09 Description of Services in Transferred Trademarks . For each of the Transferred Trademarks, at the time of the next maintenance filing if the Transferred Trademark is registered, or within 30 days after Separation if the Transferred Trademark is the subject of a pending application, CoalCo shall amend the description of goods and services to delete references to “gas” and any goods or services associated with the Parent Business.

ARTICLE III

LICENSES FROM PARENT TO COALCO

3.01 License Grants . Parent hereby grants to CoalCo and the Affiliates of CoalCo a prospective license to certain Trademarks and Internet Properties as set forth in TLA1. To the extent there is a conflict between the terms of this Agreement and TLA1, the terms of TLA1 shall control with respect to the Trademarks and Internet Properties set forth in TLA1.

3.02 Change of Corporate Name . Within      days of the of the date of Distribution, CoalCo shall cause the applicable members of the CoalCo Group to change their corporate names so that the CoalCo Group no longer uses the term “CNX”. The interim use of any “CNX”-based corporate name by any member of the CoalCo Group will be subject to the terms of TLA1 with respect to the Trademarks and Internet Properties set forth in TLA2.

ARTICLE IV

LICENSES FROM COALCO TO PARENT

4.01 License Grants . CoalCo hereby grants to Parent and the Affiliates of Parent a prospective license to certain Trademarks as set forth in TLA2. To the extent there is a conflict between the terms of this Agreement and TLA2, the terms of TLA2 shall control.

4.02 Change of Corporate Name . Within      days of the of the date of Distribution, Parent shall cause the applicable members of the Parent Group to change their corporate names so that the Parent Group no longer uses the term “CONSOL”. The interim use of any “CONSOL”-based corporate name by any member of the Parent Group will be subject to the terms of TLA2 with respect to the Trademarks set forth in TLA1.

ARTICLE V

ADDITIONAL INTELLECTUAL PROPERTY RELATED MATTERS

5.01 Assignments and Licenses . No Party may directly or indirectly assign or grant a license in or to any of its Intellectual Property Rights licensed to the other Party pursuant to Article III or Article IV, unless such assignment or grant is made subject to the licenses granted herein. For the avoidance of doubt, a non-exclusive license grant shall be deemed to be made subject to the licenses granted herein.

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5.02 Assistance By Employees . Each of Parent and CoalCo agree to use and to cause each member of their respective groups to use, reasonable best efforts to make available, upon written request, the former, current and future directors, officers, employees, and any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Administrative IP Proceeding or threatened or contemplated Administrative IP Proceeding (including preparation for any such Administrative IP Proceeding) in which either Parent or CoalCo, as applicable, may from time to time be involved. Any actual and reasonable out-of-pocket expenses associated with such assistance shall be borne by the Party involved in the Administrative IP Proceeding. For the purposes of this Section  5.02 , “ Administrative IP Proceedings ” shall mean the prosecution of, and other patent or trademark office proceedings (e.g., reissue, reexamination, interference, inter partes review, opposition or cancellation proceeding, post-grant review, etc.) regarding, the other Party’s Patent applications, Patents, Trademarks and other Intellectual Property Rights.

5.03 Inventor Compensation . Each Party will be responsible for providing inventor incentive compensation, if any, to its employees or the employees of any member of their respective Groups, in accordance with its own internal policies and any applicable laws and regulations. To the extent that a Party bases an inventor’s incentive compensation on a Patent or a Patent application of the other Party, the Parties will reasonably cooperate by providing to each other relevant information about their Patents for which one or more inventors are employees of the other Party. To the extent that inventor compensation is specified by local law, the Parties will reasonably cooperate in providing information to each other in order to enable each Party to calculate inventor compensation. No Party shall have any obligation to provide any inventor incentive compensation to an employee of the other Party except as required by law. Any information provided under this Section  5.03 shall be subject to the confidentiality provisions Section  6.09 of the Separation and Distribution Agreement.

5.04 No Implied Licenses . Nothing contained in this Agreement shall be construed as conferring any rights (including the right to sublicense) by implication, estoppel or otherwise, under any Intellectual Property Rights, other than as expressly granted in this Agreement, and all other rights under any Intellectual Property Rights licensed to a Party hereunder are expressly reserved by the Party granting the license. The Party receiving the license hereunder acknowledges and agrees that the Party granting the license is the sole and exclusive owner of the Intellectual Property Rights so licensed.

5.05 No Obligation To Prosecute or Maintain Patents . Except as expressly set forth in this Agreement, no Party shall have any obligation to seek, perfect or maintain any protection for any of its Intellectual Property Rights. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, no Party shall have any obligation to file any Patent application, to prosecute any Patent, or secure any Patent rights or to maintain any Patent in force.

5.06 Technical Assistance . Except as expressly set forth in this Agreement, in the Separation and Distribution Agreement or any other mutually executed agreement between the Parties, no Party shall be required to provide the other Party with any technical assistance or to furnish any other Party with, or obtain on their behalf, any documents, materials or other information or Technology.

5.07 Third-Party Infringement . No Party shall have any obligation hereunder to institute or maintain any action or suit against third parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other Party hereunder, or to defend any action or suit brought by a third party which challenges or concerns the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other Party hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any third party. Except as set forth in Section 2

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of TLA1 and TLA2, each Party (the “ Notifying Party ”) may, but shall not be required to, notify the other Party (the “ Licensor ”) in writing upon learning that a third party may be infringing, misappropriating or otherwise violating or impairing any Intellectual Property Rights of the Licensor that are licensed to the Notifying Party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing third party and the nature of the suspected infringement. The Notifying Party shall not take any steps to contact any such third party without the Licensor’s prior written permission, and the Licensor shall have the sole discretion to determine whether and in what manner to address any actual or suspected unauthorized third-party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that the Licensor decides to initiate any claim against any third party, the Notifying Party shall reasonably cooperate with the Licensor, subject to Section  5.05 . Any actual and reasonable out-of-pocket expenses associated with such cooperation shall be borne by the Licensor, expressly excluding the value of the time of the Notifying Party’s personnel (regarding which the Parties shall agree on a case by case basis with respect to reasonable compensation).

5.08 No Challenge to Title . Each Party agrees that it shall not, for any reason, during the term of the licenses granted in Article III and Article IV, either itself do or authorize any third party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to it hereunder: (a) represent to any third party in any manner that it owns or has any ownership rights in such Intellectual Property Rights (other than to the extent of the license granted hereunder); (b) apply for any registration of such Intellectual Property Rights (including federal, state and national registrations); or (c) impair, dispute or contest the validity or enforceability of the other Party’s right, title and interest in and to such Intellectual Property Rights.

ARTICLE VI

LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

6.01 Limitation of Liability . Except as may expressly be set forth in this Agreement, neither Parent nor CoalCo shall in any event have any Liability to the other, or to any Affiliate of the other, as applicable, under this Agreement as a result of any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith or willful misconduct by the party providing such information; provided , however , that the provisions of this Section  6.01  shall not limit (a) a Party’s indemnification obligations with respect to any Liability any Indemnitee may have to any third party for any indirect, special, punitive or consequential damages, or (b) the damages available to a Party for infringement or misappropriation of its Intellectual Property Rights by the other Party.

6.02 Disclaimer of Representations and Warranties . EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND COALCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE COALCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, REGISTRABILITY, ALLOWABILITY, ENFORCEABILITY OR NON-INFRINGEMENT, AS TO ANY INTELLECTUAL PROPERTY RIGHTS OR INTELLECTUAL PROPERTY LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY, AS TO THE SUFFICIENCY OF THE INTELLECTUAL PROPERTY RIGHTS OR INTELLECTUAL PROPERTY LIABILITIES TRANSFERRED OR ASSUMED HEREBY FOR THE CONDUCT AND OPERATIONS OF THE COAL BUSINESS OR THE PARENT BUSINESS, AS APPLICABLE, AS TO

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ANY GOVERNMENTAL APPROVALS OR OTHER CONSENTS REQUIRED IN CONNECTION THEREWITH OR IN CONNECTION WITH ANY PAST TRANSFERS OF THE INTELLECTUAL PROPERTY RIGHTS OR ASSUMPTIONS OF THE INTELLECTUAL PROPERTY LIABILITIES, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY INTELLECTUAL PROPERTY RIGHTS OR INTELLECTUAL PROPERTY LIABILITIES OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHTS OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER INTELLECTUAL PROPERTY RIGHTS, OF ANY SUCH PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY INTELLECTUAL PROPERTY RIGHTS OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ANY SUCH INTELLECTUAL PROPERTY RIGHTS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (A) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (B) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE VII

TRANSFERABILITY AND ASSIGNMENT

7.01 No Assignment or Transfer Without Consent . Except as expressly set forth in this Agreement, neither this Agreement nor any of the rights, interests or obligations under this Agreement, including the Intellectual Property Rights licenses granted pursuant to this Agreement, shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Notwithstanding the foregoing, no consent for assignment shall be required for the assignment of a Party’s rights and obligations under this Agreement in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any of its Subsidiaries from being party to or undertaking a transaction that would result in a change of control. For the avoidance of doubt, in no event will the licenses granted in this Agreement extend to products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of the assignee existing on or before the date of the transaction described in clauses (a) or (b) of the preceding sentence, except to the extent that they were licensed under the terms of this Agreement prior to such transaction.

7.02 Divested Businesses . In the event a Party divests a business by selling or otherwise transferring a line of business to a third party, the licenses granted to the divested entity/line of business shall terminate as of the date the divested entity/line of business is divested.

ARTICLE VIII

REVOCATION AND TERMINATION OF LICENSE RIGHTS; TERMINATION

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8.01 Termination by Both Parties . Subject to Section  8.02 , this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

8.02 Termination Prior to the Distribution . This Agreement may be terminated by Parent at any time, in its sole discretion, prior to the time of the Distribution. In the event of any termination of this Agreement prior to the time of the Distribution, neither Party (nor any of its directors or officers) shall have any Liability or further obligation to the other Party under this Agreement.

8.03 Effect of Termination; Survival . Except with respect to termination of the Agreement under Section  8.02 , notwithstanding anything in this Agreement to the contrary, Article  VI , this Section  8.03 and Article  X shall survive any termination of this Agreement.

ARTICLE IX

FURTHER ASSURANCES

9.01 Further Assurances . (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all consents of any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and (iii) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and any transfers of Intellectual Property Rights or assignments and assumptions of Transferred Intellectual Property Liabilities and Common Infrastructure Liabilities hereunder.

(c) On or prior to the time of the Distribution, Parent and CoalCo, in their respective capacities as direct and indirect owners of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by Parent or CoalCo, as the case may be, to effectuate the transactions contemplated by this Agreement.

ARTICLE X

MISCELLANEOUS

10.01 Counterparts; Entire Agreement; Corporate Power . (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

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(b) This Agreement and the Appendices, Exhibits and Schedules hereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

(c) Parent represents on behalf of itself, and CoalCo represents on behalf of itself, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.02 Governing Law; Jurisdiction . This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws, principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies. Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and of the Parties hereto herby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction Court of Chancery of the State of Delaware, or if (on only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto.

EACH PARTY UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

10.03 Third-Party Beneficiaries . Except as otherwise expressly set forth herein, the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

10.04 Notices . All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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Either Party may, by notice to the other Party, change the address to which such notices are to be given.

10.05 Export Control . Each Party agrees that it shall comply with all applicable national and international laws and regulations relating to export control in its country(ies), if any, involving any commodities, software, services or technology within the scope of this Agreement.

10.06 Bankruptcy . The Parties acknowledge and agree that all rights and licenses granted by the other under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as amended (the “ Bankruptcy Code ”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that, notwithstanding anything else in this Agreement, Parent and CoalCo, as licensees of such intellectual property rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code (including Parent’s and CoalCo’s right to the continued enjoyment of the rights and licenses respectively granted under this Agreement).

10.07 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon any such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.08 Expenses . Except as expressly set forth in this Agreement, all third-party fees, costs and expenses paid or incurred in connection with the provisions of this Agreement will be paid by the Party incurring such fees or expenses, whether or not the Distribution is consummated, or as otherwise agreed by the Parties.

10.09 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.10 Survival of Covenants . Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Separation and shall remain in full force and effect.

10.11 Waivers of Default . No failure or delay of any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

10.12 Specific Performance . Notwithstanding the procedures set forth in Article IX, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are

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inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

10.13 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

10.14 Interpretation . Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof”, “herein”, “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein). The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive.

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IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

[Signature Page to IP Matters Agreement]