ex-10_3.htm


                                                                                  Exhibit
      10.3



    May
      23,
      2007 

    


    


    


    Mr.
      Michael D. Brown

    16413
      Old
      Timber Road

    Abingdon,
      VA  24210

    


    Dear
      Mike:

    


    As
      a follow-up to our discussion, it is
      my understanding that you wish to end your employment with Alpha Natural
      Resources Services, LLC (“Alpha”), and enter into a new consulting relationship
      with Alpha.  This letter sets forth our agreement regarding the
      termination of your employment, and your future consulting relationship with
      Alpha and its affiliates.

    


    
      	
              1.  

            	
              As
                of May 27, 2007 (the “Effective Date”), your employment with Alpha will
                voluntarily end.

            


    

    


    
      	
              2.  

            	
              Alpha
                will pay you for all wages due for services rendered through the
                Effective
                Date as an Alpha employee, in accordance with normal pay practices,
                less
                all federal and state tax or other required withholdings.  Per
                Alpha's policy and practice, your final paycheck as an Alpha employee
                will
                include payment for all accrued, unused vacation time, if
                any.

            


    

    


    
      	
              3.  

            	
              You
                have the opportunity to purchase (at your expense) continued health
                benefits coverage under the Consolidated Omnibus Budget Reconciliation
                Act
                of 1985 (COBRA), as amended, 29 U.S.C. §§ 1161 et seq. beginning
                on the Effective Date.

            


    

    


    
      	
              4.  

            	
              As
                of the Effective Date, all health and benefit programs in which you
                participate as an employee of Alpha will
                cease.

            


    

    


    
      	
              5.  

            	
              As
                of the Effective Date, your participation in the Alpha Natural Resources,
                Inc. (“ANR”) Annual Incentive Bonus Plan for calendar year 2007 and in the
                ANR Key Employee Separation Plan shall be terminated and, you shall
                not be
                entitled to any payments and benefits under those
                plans.

            


    

    


    
      	
              6.  

            	
              Pursuant
                to the terms and conditions of ANR's Deferred Compensation Plan,
                any
                contributions made by Alpha or its affiliates into your Supplemental
                Retirement Plan account under the plan are
                forfeited.

            


    

    


    
      	
              7.  

            	
              Pursuant
                to the terms of the restricted stock and performance share award
                agreements under the ANR 2005 Long-Term Incentive Plan, the performance
                share awards and any unvested portions of the restricted stock awards
                granted thereunder shall be automatically cancelled and forfeited
                as of
                the Effective Date.  However, any stock that vested under any
                restricted stock awards prior to the Effective Date shall remain
                outstanding and owned by you.

            


    

    


    
      	
              8.  

            	
              Pursuant
                to the Alpha Coal Management, LLC Grantee Unit Option Agreement and
                the
                ANR Grantee Stock Option Agreement, vesting of the options to purchase
                ANR's common stock granted thereunder shall cease on the Effective
                Date
                and the unvested portion of such options shall be cancelled and forfeited
                by you as of the Effective Date.  From the Effective Date until
                December 31, 2008, you may exercise the vested portion of such options
                (subject to compliance with law and the policies of ANR, Alpha and
                their
                respective affiliates), and thereafter the vested portion of such
                options
                shall expire and your ability to exercise them shall
                terminate.

            


    

    


    
      	
              9.  

            	
              As
                a consultant, you will be paid $1,200.00 for each day worked for
                Alpha and
                we will mutually agree on a schedule that will work around your
                availability.

            


    

    


    
      	
              10.  

            	
              As
                you did while an employee of Alpha, you will continue to treat all
                information obtained during and through your consultancy with Alpha
                in the
                same confidential manner.

            


    

    


    
      	
              11.  

            	
              During
                the term of your consultancy with Alpha, you agree to release, indemnify,
                defend, and hold Alpha, its employees, officers, directors, and agents
                harmless from and against any and all suits, claims, demands, costs,
                loss
                and expense, including attorneys’ fees and other legal expenses, by reason
                of liability imposed or claimed to be imposed by law, or otherwise,
                upon
                Alpha for: (i) damages due to bodily injuries, death, or damage to
                property (including such damages suffered by you) arising out of
                or in
                consequence of the performance of services hereunder, unless such
                bodily
                injuries, death, or damage to property arise, or are claimed to arise,
                out
                of the negligence or tortious act or omission of
                Alpha.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    I
      apologize for the formality of this correspondence.  On behalf of all
      of us here at Alpha, we appreciate your distinctive service and dedication
      to
      Alpha since you joined the company. We’ve certainly come a long ways in that
      time and we appreciate your contributions along the way.  We certainly
      wish you were going to remain a part of what is shaping up to be an exciting
      future but we respect your desire to spend more time with your
      family.  Your commitment to and advocacy of the Running Right
      philosophy has been exemplary and will continue to be a  cornerstone
      of how we conduct our business.

    


    If
      you are in agreement with the
      foregoing, please acknowledge your agreement by signing below and return this
      letter to me.

    


    Sincerely,

    


    Alpha
      Natural Resources Services,
      LLC

    


    /s/
      Kevin
      S. Crutchfield

    


    Kevin
      S. Crutchfield

    Executive
      Vice President

    


    


    Acknowledged
      and Agreed:

    


    


    /s/
      Michael D.
      Brown                                                                

    Michael
      D. Brown

    


    Date:  May
      25, 2007