Exhibit 10.16


    
      

    


    EXHIBIT
      10.16

    ALPHA
      NATURAL RESOURCES, INC.

    


    2005
      LONG-TERM INCENTIVE PLAN

    RESTATED
      AS OF DECEMBER 19, 2006

    


    


    Section 1.  Purpose.  The
      purpose of this Plan is to advance the interests of Alpha and its stockholders
      by providing incentives to certain Eligible Persons who contribute significantly
      to the strategic and long-term performance objectives and growth of the
      Company.

    


    Section 2.  Definitions.  Certain
      capitalized terms applicable to this Plan are set forth in Appendix
      A.

    


    Section 3.  Administration.  This
      Plan shall be administered by the Committee. The Committee shall have all the
      powers vested in it by the terms of this Plan, such powers to include exclusive
      authority to select the Eligible Persons to be granted Awards under this Plan,
      to determine the type, size, terms and conditions of the Award to be made to
      each Eligible Person selected, to modify or waive the terms and conditions
      of
      any Award that has been granted, to determine the time when Awards will be
      granted, to establish performance objectives, to make any adjustments necessary
      or desirable as a result of the granting of Awards to Eligible Persons located
      outside the United States and to prescribe the form of the agreements evidencing
      Awards made under this Plan. Awards may, in the discretion of the Committee,
      be
      made under this Plan in assumption of, or in substitution for, outstanding
      Awards previously granted by (i) the Company, (ii) any predecessor of the
      Company, or (iii) a company acquired by the Company or with which the Company
      combines. The number of Common Shares underlying such substitute awards shall
      be
      counted against the aggregate number of Common Shares available for Awards
      under
      this Plan. Notwithstanding any provision of the Plan or an Award agreement
      to
      the contrary: (i) if any Award or benefit provided under this Plan is subject
      to
      the provisions of Section 409A of the Code and the regulations issued
      thereunder, the provisions of the Plan shall be administered, interpreted and
      construed in a manner necessary to comply with Section 409A, the regulations
      issued thereunder or an exception thereto (or disregarded to the extent such
      provision cannot be so administered, interpreted or construed); and (ii) in
      no
      event shall any member of the Committee or the Company (or its employees,
      officers or directors) have any liability to any Participant (or any other
      Person) due to the failure of an Award to satisfy the requirements of Section
      409A.

    


    The
      Committee is authorized to interpret this Plan and the Awards granted under
      this
      Plan, to establish, amend and rescind any rules and regulations relating to
      this
      Plan, and to make any other determinations that it deems necessary or desirable
      for the administration of this Plan. The Committee may correct any defect or
      omission or reconcile any inconsistency in this Plan or in any Award in the
      manner and to the extent the Committee deems necessary or desirable to carry
      it
      into effect. Any decision of the Committee in the interpretation and
      administration of this Plan, as described in this Plan, shall lie within its
      sole and absolute discretion and shall be final, conclusive and binding on
      all
      parties concerned (including, but not limited to, Participants and their
      Beneficiaries or Permitted Transferees). The Committee may act only by a
      majority of its members in office, except
      that the
      members thereof may authorize any one or more of their members or any officer
      of
      the Company to execute and deliver documents or to take any other ministerial
      action on behalf of the Committee with respect to Awards made or to be made
      to
      Participants.

    


    No
      member
      of the Committee and no officer of the Company shall be liable for anything
      done
      or omitted to be done by such member or officer, by any other member of the
      Committee or by any other officer of the Company in connection with the
      performance of duties under this Plan, except
      for his
      or her own willful misconduct or as expressly provided by statute. In addition
      to all other rights of indemnification and reimbursement to which a member
      of
      the Committee and an officer of the Company may be entitled, the Company shall
      indemnify and hold harmless each such member or officer who was or is a party
      or
      is threatened to be made a party to any threatened, pending or completed
      proceeding or suit in connection with the performance of duties under this
      Plan
      against expenses (including reasonable attorneys’ fees), judgments, fines,
      liabilities, losses and amounts paid in settlement actually and reasonably
      incurred by him or her in connection with such proceeding or suit, except
      for his
      or her own willful misconduct or as expressly provided otherwise by statute.
      Expenses (including reasonable attorneys’ fees) incurred by such a member or
      officer in defending any such proceeding or suit shall be paid by the Company
      in
      advance of the final disposition of such proceeding or suit upon receipt of
      a
      written affirmation by such member or officer of his or her good faith belief
      that he or she has met the standard of conduct necessary for indemnification
      and
      a written undertaking by or on behalf of such member or officer to repay such
      amount if it shall ultimately be determined that he or she is not entitled
      to be
      indemnified by the Company as authorized in this Section.


    
      
         

      

      
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    Section 4.  Participation.  Consistent
      with the purposes of this Plan, the Committee shall have exclusive power to
      select the Eligible Persons who may participate in this Plan and be granted
      Awards under this Plan. Eligible Persons may be selected individually or by
      groups or categories, as determined by the Committee in its
      discretion.

    


    Section 5.  Awards
      under this Plan.

    


    (a)    Types
      of Awards.  Awards
      under this Plan may include, but need not be limited to, one or more of the
      following types, either alone or in any combination thereof: (i) Stock Options,
      (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock
      Units, (v) Performance Grants and (vi) any other type of Award deemed by the
      Committee in its discretion to be consistent with the purposes of this Plan
      (including, but not limited to, Associated Awards, Awards of or options or
      similar rights granted with respect to unbundled stock units or components
      thereof, and Awards to be made to Participants who are foreign nationals or
      are
      employed or performing services outside the United States). In the case of
      an
      Award granted in conjunction with an Associated Award, the Award may be reduced
      on an appropriate basis to the extent that the Associated Award has been
      exercised, paid to or otherwise received by the Participant, as determined
      by
      the Committee.

    


    (b)    Maximum
      Number of Common Shares that May be Issued.  There
      may be issued under this Plan (as Restricted Stock, as Restricted Stock Units,
      in payment of Performance Grants, pursuant to the exercise of Stock Options
      or
      Stock Appreciation Rights or in payment of or pursuant to the exercise of such
      other Awards as the Committee, in its discretion, may determine) an aggregate
      of
      not more than 3,338,841 Common Shares, subject to adjustment as provided in
      Section 15. No
      Eligible Person may receive Awards under this Plan for more than 2,000,000
      Common Shares in any one fiscal year of Alpha, subject to adjustment as provided
      in Section 15.
      Common
      Shares issued pursuant to this Plan may be either authorized but unissued
      shares, treasury shares, reacquired shares or any combination thereof. If any
      Common Shares issued as Restricted Stock, Restricted Stock Units or otherwise
      subject to repurchase or forfeiture rights are reacquired by the Company
      pursuant to such rights or, if any Award is canceled, terminates or expires
      unexercised, any Common Shares that would otherwise have been issuable pursuant
      to such Award will be available for issuance under new Awards.

    


    (c)    Rights
      with Respect to Common Shares and Other Securities.
      Except
      as provided in subsection 8(c) with respect to Awards of Restricted Stock and
      unless otherwise determined by the Committee in its discretion, a Participant
      to
      whom an Award is made (and any Person succeeding to such a Participant’s rights
      pursuant to this Plan) shall have no rights as a stockholder with respect to
      any
      Common Shares or as a holder with respect to other securities, if any, issuable
      pursuant to any such Award until the date a stock certificate evidencing such
      Common Shares or other instrument of ownership is issued to such Participant.
      Except as provided in Section 8 or Section 15, no adjustment shall be made
      for dividends, distributions or other rights (whether ordinary or extraordinary,
      and whether in cash, securities, other property or other forms of consideration,
      or any combination thereof) for which the record date is prior to the date
      such
      stock certificate or other instrument of ownership, if any, is issued. A
      Participant holding an Award providing for the issuance of Common Shares in
      the
      future shall have no rights as a stockholder with respect to such Common Shares
      until a stock certificate representing such Common Shares is issued to such
      Participant.


    
      
         

      

      
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    Section 6.  Stock
      Options.  The
      Committee may grant Stock Options or sell Purchased Options; provided
      that an
      Incentive Stock Option may be granted only to Eligible Persons who are employees
      of Alpha or any parent or subsidiary of Alpha and provided
      further that
      Participants who have Associated Awards may not receive Incentive Stock Options
      if such Associated Awards disqualify the Incentive Stock Option’s status as such
      under the Code. Each Stock Option granted or sold under this Plan shall be
      evidenced by an agreement in such form as the Committee shall prescribe from
      time to time in accordance with this Plan and shall comply with the applicable
      terms and conditions of this Section and this Plan, and with such other terms
      and conditions, including, but not limited to, restrictions upon the Stock
      Option or the Common Shares issuable upon exercise thereof, as the Committee,
      in
      its discretion, shall establish.

    


    (a)    The
      exercise price of a Stock Option may be equal to or greater than the Fair Market
      Value of the Common Shares subject to such Stock Option at the time the Stock
      Option is granted, as determined by the Committee; provided,
      however,
      that in
      the case of an Incentive Stock Option granted to an employee of Alpha or any
      parent or subsidiary of Alpha, the exercise price shall not be less than the
      Fair Market Value of the Common Shares subject to such Stock Option at the
      time
      the Stock Option is granted, or if granted to a Ten Percent Employee, such
      exercise price shall not be less than 110% of such Fair Market Value at the
      time
      the Stock Option is granted. In no event, however, will the exercise price
      per
      share of a Stock Option be less than the par value per share of a Common
      Share.

    


    (b)    The
      Committee shall determine the number of Common Shares to be subject to each
      Stock Option.

    


    (c)    Any
      Stock
      Option may be exercised during its term only at such time or times and in such
      installments as the Committee may establish.

    


    (d)    A
      Stock
      Option shall not be exercisable:

    


    (i)    in
      the
      case of any Incentive Stock Option granted to a Ten Percent Employee, after
      the
      expiration of five years from the date it is granted, and, in the case of any
      other Stock Option, after the expiration of ten years from the date it is
      granted; and

    


    (ii)   unless
      payment in full is made for the shares being acquired under such Stock Option
      at
      the time of exercise as provided in subsection 6(i).

    


    (e)    The
      Committee shall determine in its discretion and specify in each agreement
      evidencing a Stock Option the effect, if any, the termination of the
      Participant’s employment with or performance of services for the Company shall
      have on the exercisability of the Stock Option; provided,
      however,
      that an
      Incentive Stock Option that is exercised at a time that is beyond the time
      an
      Incentive Stock Option may be exercised in order to qualify as such under the
      Code shall cease to be an Incentive Stock Option.


    
      
         

      

      
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    (f)    
      In
      the
      case of an Incentive Stock Option, the amount of the aggregate Fair Market
      Value
      of Common Shares (determined at the time of grant of the Stock Option) with
      respect to which incentive stock options are exercisable for the first time
      by
      an employee of the Company during any calendar year (under all such plans of
      his
      or her employer corporation and its parent and subsidiary corporations) shall
      not exceed $100,000 or such other amount as is specified in the
      Code.

    


    (g)    It
      is the
      intent of Alpha that Nonqualified Stock Options granted under this Plan not
      be
      classified as Incentive Stock Options, that the Incentive Stock Options granted
      under this Plan be consistent with and contain or be deemed to contain all
      provisions required under Section 422 and the other appropriate provisions
      of the Code and any implementing regulations (and any successor provisions
      thereof), and that any ambiguities in construction shall be interpreted in
      order
      to effectuate such intent. If
      a
      Stock Option is intended to be an Incentive Stock Option, and if for any reason
      such Stock Option (or portion thereof) shall not qualify as an Incentive Stock
      Option, then, to the extent of such nonqualification, such Stock Option (or
      portion thereof) shall be regarded as a Nonqualified Stock Option granted under
      this Plan; provided that such Stock Option (or portion thereof) otherwise
      complies with this Plan’s requirements relating to Nonqualified Stock Options.
In
      no
      event shall any member of the Committee or the Company (or its employees,
      officers or directors) have any liability to any Participant (or any other
      Person) due to the failure of a Stock Option to qualify for any reason as an
      Incentive Stock Option.

    


    (h)    A
      Purchased Option may contain such additional terms not inconsistent with this
      Plan, including but not limited to the circumstances under which the purchase
      price of such Purchased Option may be returned to the holder of the Purchased
      Option, as the Committee may determine in its sole discretion.

    


    (i)    For
      purposes of payments made to exercise Stock Options, such payment shall be
      made
      in such form (including, but not limited to, cash, Common Shares, the surrender
      of another outstanding Award under this Plan, broker assisted cashless exercise
      or any combination thereof) as the Committee may determine in its
      discretion.

    


    Section 7.  Stock
      Appreciation Rights.  The
      Committee may grant Stock Appreciation Rights. Each Award of Stock Appreciation
      Rights granted under this Plan shall be evidenced by an agreement in such form
      as the Committee shall prescribe from time to time in accordance with this
      Plan
      and shall comply with the applicable terms and conditions of this Section and
      this Plan, and with such other terms and conditions, including, but not limited
      to, restrictions upon the Award of Stock Appreciation Rights or the Common
      Shares issuable upon exercise thereof, as the Committee, in its discretion,
      shall establish.

    


    (a)    The
      Committee shall determine the number of Common Shares to be subject to each
      Award of Stock Appreciation Rights.

    


    (b)    Any
      Stock
      Appreciation Right may be exercised during its term only at such time or times
      and in such installments as the Committee may establish.

    


    (c)    The
      Committee shall determine in its discretion and specify in each agreement
      evidencing an Award of Stock Appreciation Rights the effect, if any, the
      termination of the Participant’s employment with or performance of services for
      the Company shall have on the exercisability of the Award of Stock Appreciation
      Rights.


    
      
         

      

      
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    (d)    An
      Award
      of Stock Appreciation Rights shall entitle the holder to exercise such Award
      or
      to surrender unexercised an Associated Award (or any portion of such Associated
      Award) to Alpha and to receive from Alpha in exchange thereof, without payment
      to Alpha, that number of Common Shares having an aggregate value equal to (or,
      in the discretion of the Committee, less than) the excess of the Fair Market
      Value of one Common Share, at the time of such exercise, over the exercise
      price, times the number of Common Shares subject to the Award or the Associated
      Award, or portion thereof, that is so exercised or surrendered, as the case
      may
      be. 

    


    (e)    A
      Stock
      Appreciation Right may provide that it shall be deemed to have been exercised
      at
      the close of business on the business day preceding the expiration date of
      the
      Stock Appreciation Right or of the related Stock Option (or other Award), or
      such other date as specified by the Committee, if at such time such Stock
      Appreciation Right has a positive value. Such deemed exercise shall be settled
      or paid in the same manner as a regular exercise thereof as provided in
      subsection 7(d) of this Agreement.

    


    Section 8.  Restricted
      Stock and Restricted Stock Units.  The
      Committee may grant Awards of Restricted Stock and Restricted Stock Units.
      Each
      Award of Restricted Stock or Restricted Stock Units under this Plan shall be
      evidenced by an agreement in such form as the Committee shall prescribe from
      time to time in accordance with this Plan and shall comply with the applicable
      terms and conditions of this Section and this Plan, and with such other terms
      and conditions as the Committee, in its discretion, shall
      establish.

    


    (a)    The
      Committee shall determine the number of Common Shares to be issued to a
      Participant pursuant to the Award of Restricted Stock or Restricted Stock Units,
      and the extent, if any, to which they shall be issued in exchange for cash,
      other consideration, or both.

    


    (b)    Until
      the
      expiration of such period as the Committee shall determine from the date on
      which the Award is granted and subject to such other terms and conditions as
      the
      Committee in its discretion shall establish (the “Restricted
      Period”),
      a
      Participant to whom an Award of Restricted Stock is made shall be issued, but
      shall not be entitled to the delivery of, a stock certificate representing
      the
      Common Shares subject to such Award.

    


    (c)    Unless
      otherwise determined by the Committee in its discretion, a Participant to whom
      an Award of Restricted Stock has been made (and any Person succeeding to such
      a
      Participant’s rights pursuant to this Plan) shall have, after issuance of a
      certificate for the number of Common Shares awarded and prior to the expiration
      of the Restricted Period, ownership of such Common Shares, including the right
      to vote such Common Shares and to receive dividends or other distributions
      made
      or paid with respect to such Common Shares (provided
      that
      such Common Shares, and any new, additional or different shares, or Other Alpha
      Securities or property, or other forms of consideration that the Participant
      may
      be entitled to receive with respect to such Common Shares as a result of a
      stock
      split, stock dividend or any other change in the corporation or capital
      structure of Alpha, shall be subject to the restrictions set forth in this
      Plan
      as determined by the Committee in its discretion), subject, however, to the
      options, restrictions and limitations imposed thereon pursuant to this
      Plan.

    


    (d)    The
      Committee shall determine in its discretion and specify in each agreement
      evidencing an Award of Restricted Stock or Restricted Stock Units the effect,
      if
      any, the termination of the Participant’s employment with or performance of
      services for the Company during the Restricted Period shall have on such
      Award.


    
      
         

      

      
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    (e)    The
      Committee may grant Associated Awards of Dividend Equivalents to Participants
      in
      connection with Awards of Restricted Stock Units. The Committee may provide,
      at
      the date of grant or thereafter, that Dividend Equivalents shall be paid or
      distributed when accrued or shall be deemed to have been reinvested in
      additional Common Shares, or other investment vehicles as the Committee may
      specify; provided that, unless otherwise determined by the Committee, Dividend
      Equivalents shall be subject to all conditions and restrictions of the
      underlying Restricted Stock Units to which they relate.

    


    Section 9.  Performance
      Grants.  The
      Committee may grant Awards of Performance Grants. The Award of a Performance
      Grant to a Participant will entitle him or her to receive a specified amount
      determined by the Committee (the “Actual
      Value”),
      if
      the terms and conditions specified in this Plan and in the Award are satisfied.
      Each Award of a Performance Grant shall be subject to the applicable terms
      and
      conditions of this Section and this Plan, and to such other terms and
      conditions, including but not limited to, restrictions upon any cash, Common
      Shares, Other Alpha Securities or property, or other forms of payment, or any
      combination thereof, issued with respect to the Performance Grant, as the
      Committee, in its discretion, shall establish, and shall be evidenced in an
      agreement in such form and substance as is determined by the
      Committee.

    


    (a)    The
      Committee shall determine the value or range of values of a Performance Grant
      to
      be awarded to each Participant selected for an Award and whether or not such
      a
      Performance Grant is granted in conjunction with an Associated Award. As
      determined by the Committee, the maximum value of each Performance Grant (the
      “Maximum
      Value”)
      shall
      be: (i) an amount fixed by the Committee at the time the Award is made or
      amended thereafter, (ii) an amount that varies from time to time based in
      whole or in part on the then current value of the Common Shares, Other Alpha
      Securities or property, or other securities or property, or any combination
      thereof or (iii) an amount that is determinable from criteria specified by
      the Committee. Performance Grants may be issued in different classes or series
      having different names, terms and conditions.

    


    (b)    The
      award
      period (“Award
      Period”)
      related to any Performance Grant shall be a period determined by the Committee.
      At the time each Award is made or within the first 90 days of any performance
      period, the Committee shall establish performance objectives to be attained
      within the Award Period as the means of determining the Actual Value of such
      a
      Performance Grant. The performance objectives shall be based on such measure
      or
      measures of performance, which may include, but need not be limited to, the
      performance of the Participant, the Company or one or more of its divisions
      or
      units, or any combination of the foregoing, as the Committee shall determine,
      and may be applied on an absolute basis or be relative to industry or other
      indices or any combination thereof. The Actual Value of a Performance Grant
      shall be equal to its Maximum Value only if the performance objectives are
      attained in full, but the Committee shall specify the manner in which the Actual
      Value of Performance Grants shall be determined if the performance objectives
      are met in part. Such performance measures, the Actual Value or the Maximum
      Value, or any combination thereof, may be adjusted in any manner by the
      Committee in its discretion at any time and from time to time during or as
      soon
      as practicable after the Award Period, if it determines that such performance
      measures, the Actual Value or the Maximum Value, or any combination thereof,
      are
      not appropriate under the circumstances.

    


    (c)    The
      Committee shall determine in its discretion and specify in each agreement
      evidencing a Performance Grant the effect, if any, the termination of the
      Participant’s employment with or performance of services for the Company during
      the Award Period shall have on such Performance Grant.


    
      
         

      

      
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    (d)    The
      Committee shall determine whether the conditions of a Performance Grant have
      been met and, if so, shall ascertain the Actual Value of the Performance Grant.
      If the Performance Grant has no Actual Value, the Award and such Performance
      Grant shall be deemed to have been canceled and the Associated Award, if any,
      may be canceled or permitted to continue in effect in accordance with its terms.
      If the Performance Grant has any Actual Value and:

    


    (i)    was
      not
      awarded in conjunction with an Associated Award, the Committee shall cause
      an
      amount equal to the Actual Value of the Performance Grant earned by the
      Participant to be paid to him or her or such Participant’s Permitted Transferee
      or Beneficiary; or

    


    (ii)   was
      awarded in conjunction with an Associated Award, the Committee shall determine,
      in accordance with criteria specified by the Committee (A) to cancel the
      Performance Grant, in which event no amount with respect to such Performance
      Grant shall be paid to the Participant or his or her Permitted Transferee or
      Beneficiary, and the Associated Award may be permitted to continue in effect
      in
      accordance with its terms, (B) to pay the Actual Value of the Performance
      Grant to the Participant or his or her Permitted Transferee or Beneficiary
      as
      provided below, in which event the Associated Award may be canceled or
      (C) to pay to the Participant or his or her Beneficiary, the Actual Value
      of only a portion of the Performance Grants, in which event all or a portion
      of
      the Associated Award may be permitted to continue in effect in accordance with
      its terms or be canceled, as determined by the Committee.

    


    Such
      determination by the Committee shall be made as promptly as practicable
      following the end of the Award Period or upon the earlier termination of
      employment or performance of services, or at such other time or times as the
      Committee shall determine, and shall be made pursuant to criteria specified
      by
      the Committee.

    


    (e)    Payment
      of any amount with respect to the Performance Grants that the Committee
      determines to pay as provided above shall be made by Alpha as promptly as
      practicable after the end of the Award Period or at such other time or times
      as
      the Committee shall determine (including such time or times as specified in
      an
      applicable Award agreement), and may be made in cash, Common Shares, Other
      Alpha
      Securities or property, or other forms of payment, or any combination thereof
      or
      in such other manner, as determined by the Committee in its discretion;
      provided, that no Participant may receive more than $10,000,000 in cash, Other
      Alpha Securities or property, or other forms of payment other than Common
      Shares, with respect to Performance Grants in any one fiscal year of Alpha.
      Notwithstanding anything in this Section to the contrary and subject to the
      terms of this Plan, the Committee may, in its discretion, determine and pay
      out
      the Actual Value of any Performance Grant at any time during the Award
      Period.

    


    Section 10.  Deferral
      of Compensation.  The
      Committee shall determine whether or not an Award shall be made in conjunction
      with the deferral of the Participant’s salary, bonus or other compensation, or
      any combination thereof, and whether or not such deferred amounts may
      be:


    
      
         

      

      
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    (a)    forfeited
      to the Company or to other Participants or any combination thereof, under
      certain circumstances (which may include, but need not be limited to, certain
      types of termination of employment or performance of services for the
      Company);

    


    (b)    subject
      to increase or decrease in value based upon the attainment of or failure to
      attain, respectively, certain performance measures; and/or

    


    (c)    credited
      with income equivalents (which may include, but need not be limited to,
      interest, dividends or other rates of return) until the date or dates of payment
      of the Award, if any.

    


    Section 11.  Deferred
      Payment of Awards.  The
      Committee may specify that the payment of all or any portion of cash, Common
      Shares, Other Alpha Securities or property, or any other form of payment, or
      any
      combination thereof, under an Award shall be deferred until a later date.
      Deferrals shall be for such periods or until the occurrence of such events,
      and
      upon such terms and conditions, as the Committee shall determine in its
      discretion. Deferred payments of Awards may be made by undertaking to make
      payment in the future based upon the performance of certain investment
      equivalents (which may include, but need not be limited to, government
      securities, Common Shares, other securities, property or consideration, or
      any
      combination thereof), together with such additional amounts of income
      equivalents (which may be compounded and may include, but need not be limited
      to, interest, dividends or other rates of return or any combination thereof)
      as
      may accrue thereon until the date or dates of payment, such investment
      equivalents and such additional amounts of income equivalents to be determined
      by the Committee in its discretion.

    


    Section 12.  Transferability
      of Awards.  A
      Participant’s rights and interest under this Plan or any Award may not be
      assigned or transferred, hypothecated or encumbered in whole or in part either
      directly or by operation of law or otherwise, including, but not by way of
      limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or
      in
      any other manner; provided,
      however, the
      Committee may permit such transfer to a Permitted Transferee; and provided,
      further,
      that,
      unless otherwise permitted by the Code, any Incentive Stock Option granted
      pursuant to this Plan shall not be transferable other than by will or by the
      laws of descent and distribution, and shall be exercisable during the
      Participant’s lifetime only by Participant or by such Permitted
      Transferee.

    


    Section 13.  Amendment
      or Substitution of Awards under this Plan.  The
      terms of any outstanding Award under this Plan may be amended or modified from
      time to time by the Committee in its discretion in any manner that it deems
      appropriate (including, but not limited to, acceleration of the date of exercise
      of any Award and/or payments under any Award) if the Committee could grant
      such
      amended or modified Award under the terms of this Plan at the time of such
      amendment or modification; provided
      that no
      such amendment or modification shall adversely affect in a material manner
      any
      right of a Participant under the Award without his or her written consent.
      Notwithstanding the foregoing or any provision of an Award to the contrary,
      the
      Committee may at any time (without the consent of any Participant) modify,
      amend
      or terminate any or all of the provisions of an Award to the extent necessary
      to
      conform the provisions of the Award with Section 162(m), Section 409A or any
      other provision of the Code or other applicable law, the regulations issued
      thereunder or an exception thereto, regardless of whether such modification,
      amendment or termination of the Award shall adversely affect the rights of
      a
      Participant. The Committee may, in its discretion, permit holders of Awards
      under this Plan to surrender outstanding Awards in order to exercise or realize
      the rights under other Awards, or in exchange for the grant of new Awards,
      or
      require holders of Awards to surrender outstanding Awards as a condition
      precedent to the grant of new Awards under this Plan.

    


    Section 14.  Termination
      of a Participant.  For
      all purposes under this Plan, the Committee shall determine whether a
      Participant has terminated employment with, or the performance of services
      for,
      the Company; provided,
      however,
      an
      absence
      or
      leave approved by the Company, to the extent permitted by applicable provisions
      of the Code, shall not be considered an interruption of employment or
      performance of services for any purpose under this Plan.


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    Section 15.  Dilution
      and Other Adjustments.  If
      any change in the outstanding Common Shares occurs by reason of any stock split
      of or stock dividend on the Common Shares, then the terms of any outstanding
      Awards shall be equitably adjusted in the manner determined by the Committee
      without liability to any Person. If any change in the outstanding Common Shares
      occurs by reason of any split-up, split-off, spin-off, recapitalization, merger,
      consolidation, rights offering, reorganization, combination or exchange of
      shares, sale by the Company of all of its assets, distribution to stockholders
      (other than a stock dividend as provided above or a normal cash dividend on
      the
      Common Shares), or other extraordinary or unusual event (other than a stock
      split of the Common Shares as provided above), then the Committee shall
      determine to terminate all outstanding Awards immediately prior to the
      consummation of any such event or, alternatively, make an equitable adjustment
      in the terms of any outstanding Award and/or the number of Common Shares
      available for Awards. Any such termination or adjustment made by the Committee
      shall be final, conclusive and binding for all purposes of this Plan. Unless
      otherwise provided by the Committee, all outstanding Awards shall terminate
      immediately prior to the consummation of any dissolution or liquidation of
      the
      Company. 

    


    Section 16.  Designation
      of Beneficiary by Participant.  A
      Participant may name a beneficiary to receive any payment to which such
      Participant may be entitled with respect to any Award under this Plan in the
      event of his or her death, on a written form to be provided by and filed with
      the Committee, and in a manner determined by the Committee in its discretion
      (a
“Beneficiary”).
      The
      Committee reserves the right to review and approve Beneficiary designations.
      A
      Participant may change his or her Beneficiary from time to time in the same
      manner, unless such Participant has made an irrevocable designation. Any
      designation of a Beneficiary under this Plan (to the extent it is valid and
      enforceable under applicable law) shall be controlling over any other
      disposition, testamentary or otherwise, as determined by the Committee in its
      discretion. If no designated Beneficiary survives the Participant and is living
      on the date on which any amount becomes payable to such a Participant’s
      Beneficiary, such payment will be made to the legal representatives of the
      Participant’s estate, and the term “Beneficiary”
as
      used
      in this Plan shall be deemed to include such Person or Persons. If there are
      any
      questions as to the legal right of any Beneficiary to receive a distribution
      under this Plan, the Committee in its discretion may determine that the amount
      in question be paid to the legal representatives of the estate of the
      Participant, in which event the Company, the Board, the Committee, the
      Designated Administrator (if any), and the members thereof, will have no further
      liability to anyone with respect to such amount.

    


    Section 17.  Financial
      Assistance.  If
      the Committee determines that such action is advisable, the Company may assist
      any Participant in obtaining financing from the Company (or under any program
      of
      the Company approved pursuant to applicable law), or from a bank or other third
      party, on such terms as are determined by the Committee, and in such amount
      as
      is required to accomplish the purposes of this Plan, including, but not limited
      to, to permit the exercise or receipt of an Award and/or the payment of any
      taxes with respect to such Award. Such assistance may take any form that the
      Committee deems appropriate, including, but not limited to, a direct loan from
      the Company, a guarantee of the obligation by the Company or the maintenance
      by
      the Company of deposits with such bank or third party.

    


    Section 18.  Miscellaneous
      Provisions.

    


    (a)    Any
      proceeds from Awards shall constitute general funds of Alpha.

    


    (b)    No
      fractional shares may be delivered under an Award, but in lieu thereof a cash
      or
      other adjustment may be made as determined by the Committee in its
      discretion.


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    (c)    No
      Eligible Person or other Person shall have any claim or right to be granted
      an
      Award under this Plan. Determinations made by the Committee under this Plan
      need
      not be uniform and may be made selectively among Eligible Persons under this
      Plan, whether or not such Eligible Persons are similarly situated. Neither
      this
      Plan nor any action taken under this Plan shall be construed as giving any
      Eligible Person any right to continue to be employed by or perform services
      for
      the Company, and the right to terminate the employment of or performance of
      services by Eligible Persons at any time and for any reason is specifically
      reserved.

    


    (d)    No
      Participant or other Person shall have any right with respect to this Plan,
      the
      Common Shares reserved for issuance under this Plan or in any Award, contingent
      or otherwise, until written evidence of the Award shall have been delivered
      to
      the Participant and all the terms, conditions and provisions of this Plan and
      the Award applicable to such Participant (and each Person claiming under or
      through such him or her) have been met.

    


    (e)    No
      Common
      Shares, Other Alpha Securities or property, other securities or property or
      other forms of payment shall be issued under this Plan with respect to any
      Award
      unless counsel for Alpha shall be satisfied that such issuance will be in
      compliance with applicable law and any applicable rules of any stock exchange
      or
      other
      market
      quotation system on
      which
      Common Shares are listed.

    


    (f)    
      It
      is the
      intent of Alpha that this Plan and Awards hereunder comply in all respects
      with
      Rule 16b-3 and Sections 162(m) and 422, and (i) the provisions of the Plan
      shall
      be administered, interpreted and construed in a manner necessary to comply
      with
      Rule 16b-3 and Sections 409A and 422, the regulations issued thereunder or
      an
      exception thereto (or disregarded to the extent the Plan cannot be so
      administered, interpreted or construed); and (ii) in no event shall any member
      of the Committee or the Company (or its employees, officers or directors) have
      any liability to any Participant (or any other Person) due to the failure of
      an
      Award to satisfy the requirements of Rule 16b-3 and Sections 409A and
      422.

    


    (g)    The
      Company shall have the right to deduct from any payment made under this Plan
      any
      federal, state, local or foreign income or other taxes required by law to be
      withheld with respect to such payment. It shall be a condition to the obligation
      of Alpha to issue Common Shares, Other Alpha Securities or property, other
      securities or property, or other forms of payment, or any combination thereof,
      upon exercise, settlement or payment of any Award under this Plan, that the
      Participant (or any Beneficiary or Person entitled to act) pay to Alpha, upon
      its demand, such amount as may be required by the Company for the purpose of
      satisfying any liability to withhold federal, state, local or foreign income
      or
      other taxes. If the amount requested is not paid, Alpha may refuse to issue
      Common Shares, Other Alpha Securities or property, other securities or property,
      or other forms of payment, or any combination thereof. Notwithstanding anything
      in this Plan to the contrary, the Committee may, in its discretion, permit
      an
      Eligible Person (or any Beneficiary or Person entitled to act) to elect to
      pay a
      portion or all of the amount requested by the Company for such taxes with
      respect to such Award, at such time and in such manner as the Committee shall
      deem to be appropriate (including, but not limited to, by authorizing Alpha
      to
      withhold, or agreeing to surrender to Alpha on or about the date such tax
      liability is determinable, Common Shares, Other Alpha Securities or property,
      other securities or property, or other forms of payment, or any combination
      thereof, owned by such Person or a portion of such forms of payment that would
      otherwise be distributed, or have been distributed, as the case may be, pursuant
      to such Award to such Person, having a Fair Market Value equal to the amount
      of
      such taxes); provided, however, that any broker-assisted cashless exercise
      shall
      comply with the requirements of Paragraph 35 of FASB Statement No. 123(R) and
      any withholding satisfied through a net-settlement shall be limited to the
      minimum statutory withholding requirements. 


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    (h)    The
      expenses of this Plan shall be borne by the Company; provided,
      however,
      the
      Company may recover from a Participant or his or her Beneficiary, heirs or
      assigns any and all damages, fees, expenses and costs incurred by the Company
      arising out of any actions taken by a Participant in breach of this Plan or
      any
      agreement evidencing such Participant’s Award.

    


    (i)    
      This
      Plan
      shall be unfunded. The Company shall not be required to establish any special
      or
      separate fund or to make any other segregation of assets to assure the payment
      of any Award under this Plan, and rights to the payment of Awards shall be
      no
      greater than the rights of the Company’s general creditors.

    


    (j)    By
      accepting any Award or other benefit under this Plan, each Participant (and
      each
      Person claiming under or through him or her) shall be conclusively deemed to
      have indicated his or her acceptance and ratification of, and consent to, any
      action taken under this Plan by the Company, the Board, the Committee or the
      Designated Administrator (if applicable).

    


    (k)    The
      appropriate officers of the Company shall cause to be filed any reports, returns
      or other information regarding Awards under this Plan or any Common Shares
      issued pursuant to this Plan as may be required by applicable law and any
      applicable rules of any stock exchange or other
      market
      quotation system on
      which
      Common Shares are listed.

    


    (l)    The
      validity, construction, interpretation, administration and effect of this Plan,
      and of its rules and regulations, and rights relating to this Plan and to Awards
      granted under this Plan, shall be governed by the substantive laws, but not
      the
      choice of law rules, of the State of Delaware.

    


    (m)   Records
      of the Company shall be conclusive for all purposes under this Plan or any
      Award, unless determined by the Committee to be incorrect.

    


    (n)    If
      any
      provision of this Plan or any Award is held to be illegal or invalid for any
      reason, the illegality or invalidity shall not affect the remaining provisions
      of this Plan or any Award, but such provision shall be fully severable, and
      this
      Plan or Award, as applicable, shall be construed and enforced as if the illegal
      or invalid provision had never been included in this Plan or Award, as
      applicable.

    


    (o)    The
      terms
      of this Plan shall govern all Awards under this Plan and in no event shall
      the
      Committee have the power to grant any Award under this Plan that is contrary
      to
      any of the provisions of this Plan. In
      the
      event of a conflict between any term or provision of this Plan and any term
      or
      provision of the Stockholders Agreement dated as of February 11, 2005 among
      Alpha and certain of its stockholders, the applicable terms and provisions
      of
      such Stockholders Agreement will govern and prevail.

    


    (p)    For
      purposes of interpretation of this Plan, the masculine pronoun includes the
      feminine and the singular includes the plural wherever appropriate.

    


    Section 19.  Plan
      Amendment or Suspension.  This
      Plan may be amended or suspended in whole or in part at any time from time
      to
      time by the Committee. No amendment of this Plan shall adversely affect in
      a
      material manner any right of any Participant with respect to any Award
      previously granted without such Participant’s written consent, except as
      permitted under Section 13. Notwithstanding the foregoing or any provision
      of the Plan to the contrary, the Committee may at any time (without the consent
      of any Participant) modify, amend or terminate any or all of the provisions
      of
      the Plan to the extent necessary to conform the provisions of the Plan with
      Section 162(m), Section 409A or any other provision of the Code or other
      applicable law, the regulations issued thereunder or an exception thereto,
      regardless of whether such modification, amendment or termination of the Plan
      shall adversely affect the rights of a Participant.


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    Section 20.  Plan
      Termination.  This
      Plan shall terminate upon the earlier of the following dates or events to
      occur:

    


    (a)    upon
      the
      adoption of a resolution of the Board terminating this Plan; or

    


    (b)    the
      tenth
      anniversary of the Effective Date; provided,
      however,
      that
      the Board may, prior to such date, extend the term of this Plan for an
      additional period of up to five years for the grant of Awards other than
      Incentive Stock Options. 

    


    No
      termination of this Plan shall materially alter or impair any of the rights
      or
      obligations of any Participant, without his or her consent, under any Award
      previously granted under this Plan, except
      that
      subsequent to termination of this Plan, the Committee may make amendments or
      modifications permitted under Section 13.

    


    Section 21.  Effective
      Date.  This
      Plan shall be effective, and Awards may be granted under this Plan, on or after
      the Effective Date.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    APPENDIX
      A

    


    


    The
      following terms shall have the meaning indicated:

    


    “Actual
      Value”
has
      the
      meaning set forth in Section 9.

    


    “Alpha”
shall
      mean Alpha Natural Resources, Inc., a Delaware corporation.

    


    “Associated
      Award”
shall
      mean an Award granted concurrently or subsequently in conjunction with another
      Award.

    


    “Award”
shall
      mean an award of rights to an Eligible Person under this Plan.

    


    “Award
      Period”
has
      the
      meaning set forth in subsection 9(b).

    


    “Beneficiary”
has
      the
      meaning set forth in Section 16.

    


    “Board”
shall
      mean the board of directors of Alpha.

    


    “Code”
shall
      mean the Internal Revenue Code of 1986, as it now exists or may be amended
      from
      time to time, and the rules and regulations promulgated thereunder, as they
      may
      exist or may be amended from time to time.

    


    “Committee”
      shall
      mean the person or persons responsible for administering this Plan. The Board
      shall constitute the Committee until the Board appoints a Board Committee,
      after
      which time the Board Committee shall constitute the Committee, provided,
      however, that at any time the Board may designate itself as the Committee or
      designate itself to administer certain of the Committee’s authority under this
      Plan, including administering certain Awards under this Plan. The Board or
      the
      Board Committee may designate a Designated Administrator to constitute the
      Committee or to administer certain of the Committee’s authority under this Plan,
      including administering certain Awards under this Plan, subject to the right
      of
      the Board or the Board Committee, as applicable, to revoke its designation
      at
      any time and to make such designation on such terms and conditions as it may
      determine in its discretion. For purposes of this definition, the “Board
      Committee”
      shall
      mean a committee of the Board designated by the Board to administer this Plan.
      Except as otherwise determined by the Board, the Board Committee (i) shall
      be
      comprised of not fewer than three directors, (ii) shall meet any applicable
      requirements under Rule 16b-3, including any requirement that the Board
      Committee consist of “Non-Employee Directors” (as defined in Rule 16b-3), (iii)
      shall meet any applicable requirements under Section 162(m), including any
      requirement that the Board Committee consist of “outside directors” (as defined
      in Treasury Regulation §1.162-27(e)(3)(i) or any successor regulation), and (iv)
      shall meet any applicable requirements of any stock exchange or other market
      quotation system on which Common Shares are listed. For purposes of this
      definition, the “Designated
      Administrator”
      shall
      mean one or more Company officers designated by the Board or a Board Committee
      to act as a Designated Administrator pursuant to this Plan. Except as otherwise
      determined by the Board, a Designated Administrator shall only be appointed
      if
      Rule 16b-3 permits such appointment and the exercise of any authority without
      adversely affecting the ability of Awards to officers of Alpha to comply with
      the conditions for Rule 16b-3 or Section 162(m). The resolutions of the Board
      or
      Board Committee designating the authority of the Designated Administrator shall
      (i) specify the total number of Common Shares subject to Awards that may be
      granted pursuant to this Plan by the Designated Administrator, (ii) may not
      authorize the Designated Administrator to designate him or herself as the
      recipient of any Awards pursuant to this Plan and (iii) shall otherwise comply
      with the requirements of the Delaware General Corporation Law, including Section
      157(c) thereunder.


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    “Company”
shall
      mean Alpha and any parent, subsidiary or affiliate of Alpha.

    


    “Common
      Shares”
shall
      mean shares of common stock, par value $0.01 per share, of Alpha and stock
      of
      any other class into which such shares may thereafter be changed.

    


    “Dividend
      Equivalents”
shall
      mean an Associated Award of cash or other Awards with a Fair Market Value equal
      to the dividends which would have been paid on the Common Shares underlying
      an
      outstanding Award of Restricted Stock Units had such Common Shares been
      outstanding.

    


    “Effective
      Date”
shall
      mean February 11, 2005.

    


    “Eligible
      Person(s)”
shall
      mean those persons who are full or part-time employees of the Company or other
      individuals who perform services for the Company, including, without limitation,
      directors who are not employees of the Company and consultants and independent
      contractors who perform services for the Company.

    


    “Exchange
      Act”
      shall
      mean the Securities Exchange Act of 1934, as it now exists or may be amended
      from time to time, and the rules promulgated thereunder, as they may exist
      or
      may be amended from time to time.

    


    “Fair
      Market Value”
shall
      mean (i) with respect to the Common Shares, as of any date (A) if the Company's
      Common Shares are listed on any established stock exchange, system or market,
      the closing market price of the Common Shares as quoted in such exchange, system
      or market on such date as reported in the Wall Street Journal or such other
      source as the Committee deems reliable or (B) in the absence of an established
      market for the Common Shares, as determined in good faith by the Committee
      or
      (ii) with respect to property other than Common Shares, the value of such
      property, as determined by the Committee, in its sole discretion. 

    


    “Incentive
      Stock Option”
shall
      mean a Stock Option that is an incentive stock option as defined in Section
      422
      of the Code. Incentive Stock Options are subject, in part, to the terms,
      conditions and restrictions described in Section 6.

    


    “Maximum
      Value”
has
      the
      meaning set forth in subsection 9(a).

    


    “Nonqualified
      Stock Option”
shall
      mean a Stock Option that is not an incentive stock option as defined in Section
      422 of the Code. Nonqualified Stock Options are subject, in part, to the terms,
      conditions and restrictions described in Section 6.

    


    “Other
      Alpha Securities”
shall
      mean Alpha securities (which may include, but need not be limited to, unbundled
      stock units or components thereof, debentures, preferred stock, warrants,
      securities convertible into Common Shares or other property) other than Common
      Shares.

    


    “Participant”
shall
      mean an Eligible Person to whom an Award has been granted under this
      Plan.


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    “Performance
      Grant”
shall
      mean an Award subject, in part, to the terms, conditions and restrictions
      described in Section 9, pursuant to which the recipient may become entitled
      to receive cash, Common Shares, Other Alpha Securities or property, or other
      forms of payment, or any combination thereof, as determined by the
      Committee.

    


    “Permitted
      Transferee”
      means
      (i)
      any person defined as an employee in the Instructions to Registration Statement
      Form S-8 promulgated by the Securities and Exchange Commission, as such Form
      may
      be amended from time to time, which persons include, as of the date of adoption
      of this Plan, executors, administrators or beneficiaries of the estates of
      deceased Participants, guardians or members of a committee for incompetent
      former Participants, or similar persons duly authorized by law to administer
      the
      estate or assets of former Participants, and (ii) Participants’ family members
      who acquire Awards from the Participant other than for value, including through
      a gift or a domestic relations order. For purposes of this definition,
“family
      member”
      includes any child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
      adoptive relationships, any person sharing the Participant’s household (other
      than a tenant or employee), a trust in which these persons have more than fifty
      percent of the beneficial interest, a foundation in which these persons (or
      the
      Participant) control the management of assets, and any other entity in which
      these persons (or the Participant) own more than fifty percent of the voting
      interests. For purposes of this definition, neither (i) a transfer under a
      domestic relations order in settlement of marital property rights, nor (ii)
      a
      transfer to an entity in which more than fifty percent of the voting or
      beneficial interests are owned by family members (or the Participant) in
      exchange for an interest in that entity is considered a transfer for
“value”.

    


    “Person”
means
      any individual, firm, corporation, partnership, limited liability company,
      trust, incorporated or unincorporated association, joint venture, joint stock
      company, governmental body or other entity of any kind.

    


    “Plan”
shall
      mean this Alpha Natural Resources, Inc. 2005 Long-Term Incentive
      Plan.

    


    “Purchased
      Option”
shall
      mean a Stock Option that is sold to an Eligible Person at a price determined
      by
      the Committee. Purchased Options are subject, in part, to the terms, conditions
      and restrictions described in Section 6.

    


    “Restricted
      Period”
has
      the
      meaning set forth in subsection 8(b).

    


    “Restricted
      Stock”
shall
      mean an Award of Common Shares that are issued subject, in part, to the terms,
      conditions and restrictions described in Section 8.

    


    “Restricted
      Stock Units”
shall
      mean an Award of the right to receive either (as the Committee determines)
      Common Shares or cash equal to the Fair Market Value of a Common Share, issued
      subject, in part, to the terms, conditions and restrictions described in
      Section 8.

    


    “Rule
      16b-3”
shall
      mean Rule 16b-3 promulgated by the Securities and Exchange Commission under
      the
      Exchange Act and any successor rule.

    


    “Section
      162(m)”
shall
      mean §162(m) of the Code, any rules or regulations promulgated thereunder, as
      they may exist or may be amended from time to time, or any successor to such
      section.


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    “Section
      409A”
shall
      mean §409A of the Code, any rules or regulations promulgated thereunder, as they
      may exist or may be amended from time to time, or any successor to such
      section.

    


    "Section
      422"
      shall
      mean §422 of the Code, any rules or regulations promulgated thereunder, as they
      may exist or may be amended from time to time, or any successor to such
      section.

    


    “Stock
      Appreciation Right”
shall
      mean an Award of a right to receive (without payment to Alpha) cash, Common
      Shares, Other Alpha Securities or property, or other forms of payment, or any
      combination thereof, as determined by the Committee, based on the increase
      in
      the value of the number of Common Shares specified in the Stock Appreciation
      Right. Stock Appreciation Rights are subject, in part, to the terms, conditions
      and restrictions described in Section 7.

    


    “Stock
      Option”
shall
      mean an Award of a right to purchase Common Shares. The term Stock Option shall
      include Nonqualified Stock Options, Incentive Stock Options and Purchased
      Options.

    


    “Ten
      Percent Employee”
shall
      mean an employee of Alpha or any parent or subsidiary of Alpha who owns stock
      representing more than ten percent of the voting power of all classes of stock
      of Alpha or any parent or subsidiary of Alpha. 

    


    “Treasury
      Regulation”
shall
      mean a final, proposed or temporary regulation of the Department of Treasury
      under the Code and any successor regulation.

     

     

    -16-