##### 



Exhibit
10.3
 Execution Version
 Asset Exchange Agreement
 Among
 CNX Gas Company LLC
 and
 American Land Holdings of Indiana, LLC; Arclar Company, LLC; Black Beauty Coal Company, LLC;
Central States Coal Reserves of Illinois, LLC; Central States Coal Reserves of Indiana, LLC;
Central States Coal Reserves of Kentucky, LLC; Coal Reserve Holding Limited Liability Company #2;
Cyprus Creek Land Resources, LLC; Eastern Associated Coal, LLC; HCR Holdings, LLC; Independence
Material Handling, LLC; Martinka Coal Company, LLC; Midwest Coal Reserves of Illinois, LLC; Midwest
Coal Reserves of Indiana, LLC; Peabody Coal Company, LLC; Peabody Development Company,  and Randolph Land Holding Company, LLC .
 Dated as of April 1, 2007




---



##### 



TABLE OF CONTENTS
 Recitals
    
    
    1Agreements
    
    
    1ARTICLE I.Definitions
    
    
    21.1 Defined Terms
    
    
    21.2 Other Definitions
    
    
    91.3 Rules of Construction
    
    
    11ARTICLE II.Exchange
    
    
    122.1 Exchange of Peabody Assets and CNX Assets
    
    
    122.2 CNX Assumed Liabilities; Peabody Retained Liabilities
    
    
    172.3 Peabody Assumed Liabilities; CNX Retained Liabilities
    
    
    17ARTICLE III.Adjustments; Actions Prior to Closing
    
    
    183.1 Closing Adjustments
    
    
    183.2 Closing Adjustment Calculation
    
    
    193.3 Allocated Values; Post-Closing Allocations
    
    
    203.4 Updated Schedules and Exhibits
    
    
    213.5 Taxpayer Identification Numbers
    
    
    213.6 Consents
    
    
    213.7 Asset Due Diligence
    
    
    213.8 Adjustments for Environmental Defects
    
    
    233.9 Adjustments for Title Defects
    
    
    243.10 Peabodys Response to Title Defect Notice
    
    
    253.11 CNXs Response to Title Defect Notice
    
    
    263.12 Liens
    
    
    26ARTICLE IV.Surface Use and Other Activities
    
    
    264.1 Surface Use Agreements
    
    
    264.2 Cooperative Development
    
    
    28ARTICLE V.Closing and Actions Prior to Closing
    
    
    285.1 Closing
    
    
    285.2 Peabodys Closing Deliveries
    
    
    295.3 CNX Closing Deliveries
    
    
    295.4 Transfer Documents
    
    
    29ARTICLE VI.Transfer Period Covenants
    
    
    306.1 Transfer Period
    
    
    306.2 Further Assurances
    
    
    306.3 Obtaining Consents and Delivery of Notices
    
    
    316.4 Governmental Filings
    
    
    316.5 Recording Fees, Transfer Taxes and Similar Costs
    
    
    32
 i




---



##### 



ARTICLE VII.CNXs Representations and Warranties
    
    
    327.1 Organization and Standing
    
    
    327.2 Power
    
    
    327.3 Authorization and Enforceability
    
    
    327.4 Liability for Brokers Fees
    
    
    327.5 Alien Status
    
    
    327.6 Litigation
    
    
    327.7 Orders
    
    
    337.8 Rentals and Royalties
    
    
    337.9 No Conflicts
    
    
    337.10 Compliance with Laws
    
    
    337.11 Environmental Conditions
    
    
    347.12 Taxes
    
    
    347.13 Regulatory Approvals
    
    
    357.14 Limited Title Warranty as to CNX Assets
    
    
    357.15 Material Contracts
    
    
    357.16 Employees
    
    
    357.17 CNX Due Diligence
    
    
    367.18 No Material Adverse Change
    
    
    367.19 Undisclosed Material Liabilities
    
    
    367.20 Insurance
    
    
    377.21 Intellectual Property
    
    
    377.22 Disclosure
    
    
    377.23 Effectiveness of Representations and Warranties
    
    
    37ARTICLE VIII.Peabodys Representations and Warranties
    
    
    378.1 Organization and Standing
    
    
    378.2 Power
    
    
    378.3 Authorization and Enforceability
    
    
    388.4 Liability for Brokers Fees
    
    
    388.5 Alien Status
    
    
    388.6 Litigation
    
    
    388.7 Orders
    
    
    388.8 Rentals and Royalties
    
    
    388.9 No Conflicts
    
    
    388.10 Compliance with Laws
    
    
    398.11 Environmental Conditions
    
    
    398.12 Taxes
    
    
    408.13 Regulatory Approvals
    
    
    408.14 Limited Title Warranty as to Peabody Assets
    
    
    408.15 Material Contracts
    
    
    408.16 Employees
    
    
    418.17 Peabody Due Diligence
    
    
    418.18 No Material Adverse Change
    
    
    418.19 Undisclosed Material Liabilities
    
    
    428.20 Insurance
    
    
    42
 ii




---



##### 



8.21 Intellectual Property
    
    
    428.22 Conveyance by Peabody Transferors
    
    
    428.23 Disclosure
    
    
    428.24 Effectiveness of Representations and Warranties
    
    
    42ARTICLE IX.Other Covenants
    
    
    429.1 Certain Affirmative Covenants of Transferor
    
    
    429.2 Certain Negative Covenants of Transferor
    
    
    439.3 Confidentiality and Publicity
    
    
    449.4 Disclaimers
    
    
    459.5 Pittsburgh Seam Coal Interests Permit Revisions
    
    
    469.6 Indiana Dormant Minerals Act Filings
    
    
    45ARTICLE X.Conditions Precedent
    
    
    4710.1 Conditions to CNXs Obligations
    
    
    4710.2 Conditions to Peabodys Obligations
    
    
    48ARTICLE XI.Termination, Effect of Termination and Specific Performance
    
    
    4911.1 Termination
    
    
    4911.2 Effect of Termination
    
    
    4911.3 Specific Performance
    
    
    49ARTICLE XII.Indemnification
    
    
    5012.1 Indemnification by Peabody
    
    
    5012.2 Indemnification by CNX
    
    
    5112.3 Procedure for Certain Indemnified Claims
    
    
    5112.4 Determination of Indemnification Amounts and Related Matters
    
    
    5212.5 Time and Manner of Certain Claims
    
    
    5312.6 Peabody Guaranty.
    
    
    5312.7 Other Indemnification
    
    
    5312.8 Exclusivity
    
    
    54ARTICLE XIII.Miscellaneous Provisions
    
    
    5413.1 Data and Information Review
    
    
    5413.2 Expenses
    
    
    5513.3 Brokers
    
    
    5513.4 Waivers
    
    
    5513.5 Notices
    
    
    5513.6 Entire Agreement; Prior Representations; Amendments; No Merger
    
    
    5613.7 Jurisdiction
    
    
    5713.8 WAIVER OF JURY TRIAL
    
    
    5713.9 Binding Effect; Benefits
    
    
    5713.10 Headings, Exhibits and Schedules
    
    
    5713.11 Counterparts
    
    
    5713.12 GOVERNING LAW
    
    
    5713.13 Severability
    
    
    58
 iii




---



##### 



13.14 Third Persons; Joint Ventures
    
    
    5813.15 Construction
    
    
    5813.16 Attorneys Fees
    
    
    5813.17 Risk of Loss
    
    
    5813.18 Tax Consequences
    
    
    5913.19 Commercially Reasonable Efforts
    
    
    5913.20 Time
    
    
    5913.21 Reserved Rights
    
    
    5913.22 Rule Against Perpetuities
    
    
    59List of Exhibits and Schedules
    
    
    63
 iv




---



##### 



Asset Exchange Agreement
  Recitals
     Agreements
  1




---



##### 



ARTICLE I.  Definitions
 Defined Terms
        2




---



##### 



provided however
 3




---



##### 



4




---



##### 



Schedule 1.1a Schedule 1.1b Schedule
1.1a or 1.1b
     5




---



##### 



Schedules 1.1c 1.1d
 Exhibit C Exhibits C-1 C-64
      6




---



##### 



Schedule 1.1(c) or 1.1(d) Schedule 1.1(i)
    ad valorem
 7




---



##### 



Schedules 1.1e 1.1f provided however
  Schedules 1.1g 1.1h
   8




---



##### 



Other Definitions
 TERM
    
    SECTION1031 Exchange
    
    2.1(a)(i)Adjustment Period
    
    3.1(a)Affected Tons
    
    3.11(b)(i)Agreement
    
    PreambleAllocated Values
    
    3.3(a)CNX
    
    PreambleCNX Assets
    
    2.1(c)CNX Assumed Liabilities
    
    2.2(a)CNX Books and Records
    
    2.1(c)(v)CNX Cap
    
    12.4(b)CNX Deed
    
    5.4(a)CNX Environmental Defects Amount
    
    3.8(b)(ii)CNX ERC Actions
    
    2.1(d)(iv)(B)CNX ERC Rights
    
    2.1(c)(v)(B)CNX Excluded Assets
    
    2.1(e)(i)CNX Retained Liabilities
    
    2.3(b)CNX Reviewable Data
    
    13.1(b)CNX Surface Use Agreement
    
    4.1(d)Closing
    
    5.1
 9




---



##### 



TERM
    
    SECTIONConfidential Information
    
    9.3(a)Environmental Defects Deadline
    
    3.8(a)Estimated Net Closing Adjustment
    
    3.1Excess Title Defects Amount
    
    3.10(c)Final Adjustment Amount
    
    3.2(b)(i)Final Adjustment Certificate
    
    3.2(b)(i)Final Net Closing Adjustment
    
    3.2(b)(ii)Final Title Defect Notice Deadline
    
    3.9(b)(i)Gross Sales Proceeds
    
    5.4(a)Indemnified Losses
    
    3.7(e)Indemnitee
    
    12.3Indemnitor
    
    12.3Initial Adjustment Certificate
    
    3.2(a)Initial Title Defect Notice Deadline
    
    3.9(a)(i)Kentucky Coal Interests
    
    2.1(c)(ii)Litigation Matter
    
    12.3Material CNX Contracts
    
    2.1(c)(iv)Material Peabody Contracts
    
    2.1(d)(ii)Mineral Acre Compensation Threshold
    
    3.10(b)Minimum Damage Requirement
    
    12.4(a)Net Mineral Acre Threshold
    
    3.10(a)Partial Assignment Leases
    
    2.1(d)(iii)Peabody
    
    PreamblePeabody Assets
    
    2.1(d)Peabody Assumed Liabilities
    
    2.3(a)Peabody Books and Records
    
    2.1(d)(vi)Peabody Cap
    
    12.4(a)
 10




---



##### 



TERM
    
    SECTIONPeabody Coal Subs
    
    PreamblePeabody Deed
    
    5.4(b)Peabody Environmental Defects Amount
    
    3.8(b)(ii)Peabody ERC Rights
    
    2.4(d)(iv)(B)Peabody Excluded Assets
    
    2.1(e)(ii)Peabody Guaranty
    
    12.6Peabody Oil and Gas Interests
    
    2.1(d)(i)Peabody Oil and Gas Subs
    
    PreamblePeabody Predecessors
    
    8.6Peabody Retained Liabilities
    
    2.2(b)Peabody Reviewable Data
    
    13.1(a)Peabody Surface Use Agreement (SUA)
    
    4.1(a)Permit Revisions
    
    9.5Pittsburgh Seam CBM and CMM Interests
    
    2.1(c)(iii)Pittsburgh Seam Coal Interests
    
    2.1(c)(i)Post-Closing Consent
    
    6.3(a)Replacement Interests
    
    3.8(b)(iii)Right of First Refusal
    
    5.2(d)Taking
    
    13.17(b)Title Defect Notice
    
    3.9(a)(i)Total Affected Tons
    
    3.9(a)(i)Transferee Group
    
    3.7(e)Transferor Group
    
    3.7(e)Transfer Period
    
    6.1UMWA Contract
    
    10.1(i)
 Rules of Construction
 11




---



##### 



ARTICLE II.  Exchange
 Exchange of Peabody Assets and CNX Assets
 Exchange Covenant
   Transfer of Beneficial Title
 12




---



##### 



CNX Assets
 Pittsburgh Seam Coal Interests Exhibit A
 Kentucky Coal Interests Exhibit B
 Pittsburgh Seam CBM and CMM Interests
 Contracts Schedule 1.1c
 ERC Rights and Other Credits
   13




---



##### 



Books and Records provided however
 Insurance Claims
 Peabody Assets
 Peabody Oil and Gas Interests Exhibit C Exhibits C-1 C-64
 Contracts Schedule 1.1d
 Partial Assignment Leases Exhibit
D
 14




---



##### 



ERC Rights and Other Credits
  provided however provided however
 Other Tax Credits
 Books and Records provided however
 15




---



##### 



Insurance Claims
 CNX and Peabody Excluded Assets
 Exhibits
A or B
 Exhibits C-1 C-64 Exhibits C-1 C-64 Exhibit C Exhibits C-1 C-64
 16




---



##### 



CNX Assumed Liabilities; Peabody Retained Liabilities
 CNX Assumed Liabilities
   Peabody Retained Liabilities
 Peabody Assumed Liabilities; CNX Retained Liabilities
 Peabody Assumed Liabilities
    CNX Retained Liabilities
 17




---



##### 



ARTICLE III.  Adjustments; Actions Prior to Closing
 Closing Adjustments
 Revenue Adjustment ad valorem
 Cost Adjustment
 Prepaid and Accrued Expenses
 18




---



##### 



Closing Adjustment Calculation
 Initial Adjustment Certificate
 Final Adjustment Certificate
  19




---



##### 



Allocated Values; Post-Closing Allocations
 Schedule 3.3(a) 20
         Updated Schedules and Exhibits
 Taxpayer Identification Numbers
 Consents
 Asset Due Diligence provided however
 21




---



##### 



22




---



##### 



Adjustments for Environmental Defects
 Notice of Environmental Defects
 Defect Adjustments
   23




---



##### 



Adjustments for Title Defects
 Initial Notice of Title Defects
   Final Notice of Title Defects
   24




---



##### 



Peabodys Response to Title Defect Notice
 Above the Net Mineral Acre Threshold
 Below the Net Mineral Acre Threshold
 Below Mineral Acres Compensation Threshold
 25




---



##### 



CNXs Response to Title Defect Notice
 Title Defect Affecting the Kentucky Coal Interests
 Title Defects Affecting Pittsburgh Seam Coal Interests
  provided however
  Liens
 26




---



##### 



ARTICLE IV.  Surface Use and Other Activities
 Surface Use Agreements
 Peabody Surface Use Agreement
 Transfers; Relation to Surface Use Agreements
   Surface Use Agreement Terms
 27




---



##### 



CNX Surface Use Agreement
 Cooperative Development
 ARTICLE V.  Closing and Actions Prior to Closing
 Closing
 28




---



##### 



Peabodys Closing Deliveries
 Estimated Net Closing Adjustment
 Officers Certificate
 FIRPTA Certificate
 Right of First Refusal Agreement Schedule 5.2(d)
 Peabody Guaranty
 Other
 CNX Closing Deliveries
 Estimated Net Closing Adjustment
 Officers Certificate
 FIRPTA Certificate
 Right of First Refusal Agreement
 Other
 Transfer Documents
 29




---



##### 



CNX Deed Exhibit E
 Peabody Deed Exhibit F
 Other Transfer Documents
 ARTICLE VI.  Transfer Period Covenants
 Transfer Period
 Further Assurances
  30




---



##### 



Obtaining Consents and Delivery of Notices
    Governmental Filings
  31
        Recording Fees, Transfer Taxes and Similar Costs
 ARTICLE VII.  CNXs Representations and Warranties
  Organization and Standing
 Power
 Authorization and Enforceability
 Liability for Brokers Fees
 Alien Status
 Litigation
 32




---



##### 



Orders
 Rentals and Royalties
 No Conflicts
    Compliance with Laws
  Schedule 7.10(b)
  33




---



##### 



Environmental Conditions
    Taxes Schedule 7.12
 34




---



##### 



Regulatory Approvals
 Limited Title Warranty as to CNX Assets
 Material Contracts Schedule 1.1c
     Employees
 Schedule 7.16
 35




---



##### 



Schedule 7.16
 CNX Due Diligence
 No Material Adverse Change
 provided however
  Undisclosed Material Liabilities Schedule 7.19
 36




---



##### 



Insurance provided however
 Intellectual Property
 Disclosure
 Effectiveness of Representations and Warranties
 ARTICLE VIII.  Peabodys Representations and Warranties
  Organization and Standing
 Power
 37




---



##### 



Authorization and Enforceability
 Liability for Brokers Fees
 Alien Status
 Litigation
 Orders
 Rentals and Royalties
 No Conflicts
    38




---



##### 



Compliance with Laws
  Schedule 8.10(b)
       Environmental Conditions
  39




---



##### 



Taxes Schedule 8.12
 Regulatory Approvals
 Limited Title Warranty as to Peabody Assets
 Material Contracts Schedule 1.1d
  40




---



##### 



Employees Schedule 8.16
   Peabody Due Diligence
 No Material Adverse Change
 provided however
 41
        Undisclosed Material Liabilities Schedule 8.19
 Insurance provided however
 Intellectual Property
 Conveyance by Peabody Transferors
 Disclosure
 Effectiveness of Representations and Warranties
 ARTICLE IX.  Other Covenants
 Certain Affirmative Covenants of Transferor
 42




---



##### 



Certain Negative Covenants of Transferor
  43
           Confidentiality and Publicity
      44




---



##### 



Disclaimers THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LEGAL
REQUIREMENTS TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION ARE
CONSPICUOUS DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LEGAL REQUIREMENT, RULE OR ORDER.
WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, TRANSFEROR EXPRESSLY
DISCLAIMS AND NEGATES AS TO ALL PERSONAL PROPERTY, FIXTURES, WELLS, AND EQUIPMENT INCLUDED IN ITS
ASSETS: (I) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (II) ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY
TO MODELS OR SAMPLES OF MATERIALS; (IV) ANY RIGHTS OF TRANSFEREE UNDER APPLICABLE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION; AND (V) ANY CLAIM BY TRANSFEREE FOR DAMAGES BECAUSE OF DEFECTS IN ANY
PERSONAL PROPERTY, WELLS, FIXTURES, OR EQUIPMENT INCLUDED WITHIN SUCH ASSETS, WHETHER KNOWN OR
UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY TRANSFEREE THAT PERSONAL PROPERTY, WELLS, FIXTURES AND
EQUIPMENT INCLUDED WITHIN THE ASSETS ARE
 45




---



##### 



BEING CONVEYED TO TRANSFEREE AS IS, WHERE IS, WITH ALL FAULTS, AND IN THE PRESENT
CONDITION AND STATE OF REPAIR. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE TRANSFER
DOCUMENTS, WITH RESPECT TO THE PEABODY OIL AND GAS INTERESTS, PEABODY MAKES NO, AND HEREBY
DISCLAIMS, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) ITS RIGHTS TO OR OWNERSHIP OF CBM OR
CMM IN OR ASSOCIATED WITH THE PEABODY OIL AND GAS INTERESTS; (B) THE QUANTITY OR QUALITY OF OIL AND
GAS CONTAINED IN THE PEABODY OIL AND GAS INTERESTS; (C) ANY AND ALL GEOLOGIC, LAND OR TECHNICAL
DATA AND INFORMATION PROVIDED TO CNX REGARDING THE PEABODY OIL AND GAS INTERESTS; (D) THE GEOLOGY
OR OPERATIONAL CONDITIONS EXISTING OR TO BE ENCOUNTERED ON OR WITH RESPECT TO THE LANDS CONTAINING
THE PEABODY OIL AND GAS INTERESTS; OR (E) PEABODYS RIGHTS TO OBTAIN ACCESS TO OR OVER THE SURFACE
OF THE LANDS CONTAINING THE PEABODY OIL AND GAS INTERESTS, TO UTILIZE THE SURFACE OF SUCH LANDS IN
CONNECTION WITH OIL AND GAS ACTIVITIES OR OPERATIONS CONTEMPLATED BY THIS AGREEMENT, OR TO
APPROPRIATE OR USE WATER PRODUCED IN CONNECTION WITH CBM OPERATIONS. EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT AND THE TRANSFER DOCUMENTS, TRANSFEROR MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS
AND NEGATES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ASSETS.
 Pittsburgh Seam Coal Interests Permit Revisions
 Indiana Dormant Minerals Act Filings
 46




---



##### 



ARTICLE X.  Conditions Precedent
 Conditions to CNXs Obligations
 Accuracy of Representations and Warranties
 Performance of Agreements
 Officers Certificates
 Legal Proceedings
 No Material Adverse Change
 Documents and Records
 Consents
 47




---



##### 



Closing Documents
 UMWA Clearance
 Surface Use Agreements
 CONSOL Closing
 Peabody Guaranty
 Conditions to Peabodys Obligations
 Accuracy of Representations and Warranties
 Performance of Agreements
 Officers Certificate
 Legal Proceedings
 48




---



##### 



No Material Adverse Change
 Documents and Records
 Consents
 Closing Documents
 UMWA Clearance
 Surface Use Agreements
 ARTICLE XI.  Termination, Effect of Termination and Specific Performance
 Termination
 Effect of Termination
 Specific Performance
 49




---



##### 



ARTICLE XII.  Indemnification
 Indemnification by Peabody
         50




---



##### 



Indemnification by CNX
          Procedure for Certain Indemnified Claims
 51




---



##### 



Determination of Indemnification Amounts and Related Matters
  52
         Time and Manner of Certain Claims
 bona fide
   Peabody Guaranty
 Other Indemnification
 53




---



##### 



Exclusivity
 ARTICLE XIII.  Miscellaneous Provisions
 Data and Information Review
   54




---



##### 



Expenses
 Brokers
 Waivers
 Notices
 To Peabody Investments
    
    Peabody Investments Corp.Corp. under Section 12.6:
    
    701 Market StreetSt. Louis, Missouri 63101ATTN: Finance DepartmentFax: 314-342-7597Phone: 314-342-3400Copies (which shall not
    
    Peabody Natural Gas, LLCconstitute notice)
    
    14062 Denver West Parkway, Suite 110Lakewood, CO 80401ATTN: Collon C. Kennedy, Esq.Fax: 303-271-9049Phone: 303-271-3600
 55




---



##### 



To Peabody:
    
    Peabody Natural Gas, LLC701 Market StreetSt. Louis, Missouri 63101ATTN: Land DepartmentFax: 314-342-7597Phone: 314-342-3400Copies (which shall not
    
    Peabody Natural Gas, LLCconstitute notice)
    
    14062 Denver West Parkway, Suite 110Lakewood, CO 80401ATTN: Collon C. Kennedy, Esq.Fax: 303-271-9049Phone: 303-271-3600To CNX:
    
    CNX Gas Company LLC5 Penn Center West, Suite 401Pittsburgh, PA 15276-0102ATTN: General Counsels OfficeFax: 412-200-6762Phone: 412-200-6700Copies (which shall not
    
    CNX Gas Corporationconstitute notice)
    
    5 Penn Center West, Suite 401Pittsburgh, PA 15276-0102ATTN: General Counsels OfficeFax: 412-200-6795Phone: 412-200-6778
  Entire Agreement; Prior Representations; Amendments; No Merger
 56




---



##### 



in pari materia
 Jurisdiction
 WAIVER OF JURY TRIAL
 Binding Effect; Benefits
 Headings, Exhibits and Schedules
 Counterparts
 GOVERNING LAW
 57




---



##### 



PROVIDED HOWEVER
 Severability
 Third Persons; Joint Ventures
 Construction
 Attorneys Fees
 Risk of Loss
  58
        Tax Consequences
 Commercially Reasonable Efforts
 Time
 Reserved Rights
 Rule Against Perpetuities
 Signatures appear on the following page.
 59




---



##### 



CNX GAS COMPANY LLC:By:Name:Title:PEABODY:AMERICAN LAND HOLDINGS OF INDIANA, LLCBy:Name:Title:ARCLAR COMPANY, LLCBy:Name:Title:BLACK BEAUTY COAL COMPANY, LLCBy:Name:Title:CENTRAL STATES COAL RESERVES OF INDIANA, LLCBy:Name:Title:CENTRAL STATES COAL RESERVES OF ILLINOIS, LLCBy:Name:Title:CENTRAL STATES COAL RESERVES OF KENTUCKY, LLCBy:Name:Title:
 60




---



##### 



COAL RESERVE HOLDING LIMITED LIABILITY COMPANY #2By:Name:Title:CYPRUS CREEK LAND RESOURCES, LLCBy:Name:Title:EASTERN ASSOCIATED COAL, LLCBy:Name:Title:HCR HOLDINGS, LLCBy:Name:Title:INDEPENDENCE MATERIAL HANDLING, LLCBy:Name:Title:MARTINKA COAL COMPANY, LLCBy:Name:Title:MIDWEST COAL RESERVES OF ILLINOIS, LLCBy:Name:Title:MIDWEST COAL RESERVES OF INDIANA, LLCBy:Name:Title:
 61




---



##### 



PEABODY COAL COMPANY, LLCBy:Name:Title:PEABODY DEVELOPMENT COMPANY, LLCBy:Name:Title:RANDOLPH LAND HOLDING COMPANY, LLCBy:Name:Title:
 62




---



##### 



List of Exhibits and Schedules
 EXHIBITS
 No.
    
    DESCRIPTIONA
    
    Pittsburgh Seam Coal InterestsB
    
    Kentucky Coal InterestsC 1-64
    
    Peabody Oil and Gas InterestsD
    
    Partial Assignment LeasesE
    
    Form of CNX DeedF
    
    Form of Peabody DeedG
    
    Form of Peabody Guaranty
 63




---



##### 



SCHEDULES
 No.
    
    DESCRIPTION1.1a
    
    Peabody Knowledge Persons1.1b
    
    CNX Knowledge Persons1.1c
    
    Material CNX Contracts1.1d
    
    Material Peabody Contracts1.1e
    
    CNX Third Party Consents1.1f
    
    Peabody Third Party Consents1.1g
    
    CNX Transfer Approvals1.1h
    
    Peabody Transfer Approvals1.1i
    
    Burdens on Production3.3(a)
    
    Allocated Values5.2(d)
    
    Right of First Refusal Lands7.10(b)
    
    Permits and Bonds for CNX Assets7.12
    
    Taxes Due on CNX Assets7.16
    
    CNX Labor Agreements and Disputes7.19
    
    CNX Material Liabilities8.10(b)
    
    Permits and Bonds for Peabody Assets8.12
    
    Taxes Due on Peabody Assets8.16
    
    Peabody Labor Agreements and Disputes8.19
    
    Peabody Material Liabilities
 64