MASTER LEASE

THIS AGREEMENT is made and entered into as of the 1^st day of August, 2005 (the Effective Date) by and between CONSOL ENERGY INC., a Delaware corporation, and each of the subsidiary corporations and entities which are signatory hereto (herein, the CEI Subsidiaries), herein referred to collectively as Lessor, and CNX GAS COMPANY LLC, a Virginia limited liability company, herein referred to as Lessee.

WHEREAS, the entities which constitute the Lessor own, lease or otherwise control Oil and Natural Gas and Coalbed Methane, as such terms are herein defined, within and underlying, or recoverable from, various tracts or parcels of land, surface tracts, mineral tracts, coal tracts, veins or seams of coal and other real estate located throughout the United States of America, including, but not limited to, real estate located in the States of Colorado, Illinois, Indiana, Kentucky, Montana, North Dakota, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia, West Virginia and Wyoming; and

WHEREAS, Lessor desires to confer upon one entity the exclusive right to explore and drill for, operate, produce, process, transport, market and sell Oil and Natural Gas and Coalbed Methane owned, leased or otherwise controlled by CONSOL Energy and the various CEI Subsidiaries within the United States of America;

WHEREAS, Lessee is engaged in the business of exploring for, developing, producing and marketing Oil and Natural Gas and Coalbed Methane; and

WHEREAS, Lessor has executed this Agreement to transfer to, and consolidate in, Lessee, the Oil and Natural Gas and Coalbed Methane rights owned, leased and otherwise controlled by each of the entities constituting the Lessor.

NOW, THEREFORE, WITNESSETH: That, for and in consideration of the Bonus Payment provided in Section 4, and in further consideration of the covenants herein made, CONSOL Energy Inc. and each of the CEI Subsidiaries signatory hereto hereby grant, demise, lease, let and assign to, and exclusively confer upon, Lessee any and all right, title, interest, estate and claim in and to Oil and Natural Gas, as such term is herein defined, and Coalbed Methane, as such term is herein defined (in each case other than any Excluded Asset, as such term is herein defined), owned or leased by, or otherwise vested in, Lessor as of the Effective Date at any location within the United States of America, together with the right of ingress and egress to enter upon the Premises relating to the Oil and Natural Gas and Coalbed Methane leased hereunder to Lessee and to test, explore and drill for, operate, produce, gather, process, transport, store, market and sell such Oil and Natural Gas and such Coalbed Methane as herein provided.

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1. Definitions. As used in this Agreement, the following terms shall be defined as indicated in this section:

a. Oil and Natural Gas. The term Oil and Natural Gas means any and all Oil, which includes natural crude oil or petroleum and other hydrocarbons, regardless of gravity, which are produced in liquid form by ordinary production methods, and any and all Natural Gas, which includes all gaseous substances generally known as natural gas, other fluid hydrocarbons which are not oil, and other gaseous substances other than Coalbed Methane, recoverable or produceable from any subterranean formation, but including within such terms only such constituent minerals, fluid or gaseous hydrocarbons and chemicals which are commonly recognized as of the date of this Agreement as being marketable as oil or as natural gas.

b. Coalbed Methane. The term Coalbed Methane means any gas, hydrocarbon, or gaseous substance which is, can be or has been produced from a coal seam, the rock or other strata in communication with a coal seam, a mined-out area or a gob well, but including within such term only such constituent minerals, gases and chemicals which are commonly recognized as of the date of this Agreement as being marketable as coalbed methane.

c. Master Agreement. The term Master Agreement means that certain Master Cooperation and Safety Agreement dated as of August 1,

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2005, by and among CONSOL Energy Inc. and certain CEI Subsidiaries and Lessee, as the same may be amended or supplemented from time to time. The Master Agreement, in its entirety, is incorporated in this Agreement by reference.

d. Premises. The term Premises means all tracts or parcels of land, surface tracts, mineral tracts, coal tracts, seams or veins of coal and other real estate situate within the United States of America as to which CONSOL Energy Inc. or any CEI Subsidiary owns, leases, claims or otherwise controls the Oil and Natural Gas minerals or the Coalbed Methane recoverable therefrom.

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