Exhibit 10.9


    
      

    


    EXHIBIT
      10.9

    


    FIRST
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT

    


    This
      First Amended and Restated Employment Agreement ("Agreement"), dated this 26th
      day of February, 2007, is entered into by and between Alpha Natural Resources
      Services, LLC, on behalf of itself and its parent entities, subsidiaries and
      affiliates as may employ Employee from time to time (collectively, the
      "Employer"), and Kevin S. Crutchfield ("Employee") and is effective as of
      January 5, 2007 (the "Effective Date"). 

    


    WITNESSETH:

    


    WHEREAS,
      Employer employs Employee pursuant to the terms and conditions set forth in
      that
      certain Employment Agreement dated as of March 22, 2006 between Employee and
      Employer (the "Prior Agreement") and Employer and Employee desire to amend
      and
      restate the Prior Agreement and to continue the employment of Employee by
      Employer pursuant to the terms and conditions set forth in this
      Agreement;

    


    NOW,
      THEREFORE, for and in consideration of the mutual promises, covenants and
      obligations contained herein, Employer and Employee agree as follows:


    


    
      	
              ARTICLE
                1:

            	
              EMPLOYMENT
                AND DUTIES:

            


    

    


    1.1    Employer
      agrees to employ Employee, and Employee agrees to be employed by Employer,
      beginning as of the Effective Date and continuing through December 31, 2007
      (the
      "Term"), subject to the terms and conditions of this Agreement. The Term shall
      be automatically extended for successive 12-month periods unless either party
      provides written notice to the other at least 90 days prior to the end of the
      then current Term of such party's election not to extend the Term.

    


    1.2    Beginning
      as of the Effective Date, Employee shall continue to be employed by Employer
      and
      be President, or serve in a more senior capacity, of Alpha Natural Resources,
      Inc., the indirect parent of Employer ("Alpha Natural Resources"). Employee
      shall report to the Chairman of the Board of Directors of Alpha Natural
      Resources (the "Board of Directors") and Chief Executive Officer of Alpha
      Natural Resources (the "CEO"). Employee shall serve in the assigned positions
      or
      in such other executive capacities as may be agreed to, from time to time,
      between Employee and the CEO, Employer, the Board of Directors, and/or the
      Employer Entities (as defined below). Employee agrees to perform diligently
      and
      to the best of Employee's abilities, and in a trustworthy, businesslike and
      efficient manner, the duties and services pertaining to such positions as
      reasonably determined by the CEO, Employer and the Board of Directors, as well
      as such additional or different duties and services appropriate to such
      positions which Employee from time to time may be reasonably directed to perform
      by the CEO, the Board of Directors and/or Employer. 

    


    1.3    Employee
      shall at all times comply with, and be subject to, such policies and procedures
      as Employer and/or the Employer Entities may establish from time to time,
      including, without limitation, Alpha Natural Resources' Code of Business Ethics
      (the "Code of Ethics").


    
      
        
        

      

      
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    1.4    Except
      as
      expressly approved by the Board of Directors, Employee shall, during the period
      of Employee's employment by Employer, devote Employee's full business time,
      energy, and best efforts to the business and affairs of Employer and the
      Employer Entities. Employee may not engage, directly or indirectly, in any
      other
      business, investment, or activity that interferes with Employee's performance
      of
      Employee's duties hereunder, is contrary to the interest of Employer or any
      of
      its parent entities, affiliated subsidiaries and divisions (each an "Employer
      Entity," or collectively, the "Employer Entities") or requires any significant
      portion of Employee's business time. The foregoing notwithstanding, the parties
      recognize and agree that Employee may engage in passive personal investments
      and
      other business activities which do not conflict with the business and affairs
      of
      the Employer Entities or interfere with Employee's performance of his duties
      hereunder. Employee may not serve on the board of directors of any entity (other
      than an Employer Entity, related industry trade association, public institution,
      government appointed public or quasi-public body, or not-for-profit charitable
      organization so long as such activities do not interfere with Employee’s
      performance of his duties hereunder) during the Term without prior approval,
      which will not be unreasonably withheld, by the Board of Directors. Employee
      shall be permitted to retain any compensation received for approved service
      on
      any unaffiliated corporation's board of directors. 

    


    1.5    Employee
      acknowledges and agrees that Employee owes a fiduciary duty of loyalty,
      fidelity, and allegiance to act at all times in the best interests of the
      Employer and the other Employer Entities and to do no act which would, directly
      or indirectly, injure any such entity's business, interests, or reputation.
      It
      is agreed that any direct or indirect interest in, connection with, or benefit
      from any outside activities, particularly commercial activities, which interest
      might in any way adversely affect Employer, or any Employer Entity, involves
      a
      possible conflict of interest. In keeping with Employee's fiduciary duties
      to
      Employer and the Employer Entities, Employee agrees that Employee shall not
      knowingly become involved in a conflict of interest with Employer or any
      Employer Entity, or upon discovery thereof, allow such a conflict to continue.
      Moreover, Employee shall not engage in any activity that might involve a
      possible conflict of interest without first obtaining approval in accordance
      with Employer's and Employer Entities' policies and procedures. 

    


    1.6    Nothing
      contained in this Agreement shall be construed to preclude the transfer of
      Employee's employment to another Employer Entity ("Subsequent Employer") as
      of,
      or at any time after, the Effective Date and no such transfer shall be deemed
      to
      be a termination of employment for purposes of Article 3 hereof; provided,
      however, that, effective with such transfer, all of Employer's obligations
      hereunder shall be assumed by and be binding upon, and all of Employer's rights
      hereunder shall be assigned to, such Subsequent Employer and the defined term
      "Employer" as used herein and any other terms referring and/or relating to
      Employer shall thereafter be deemed amended to mean and refer to such Subsequent
      Employer. Except as otherwise provided above, all of the terms and conditions
      of
      this Agreement, including without limitation, Employee's rights, compensation,
      benefits and obligations, shall remain in all material respects and taken as
      a
      whole, no less favorable to Employee following such transfer of employment.
      


    
      
        
        

      

      
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              ARTICLE
                2:

            	
              COMPENSATION
                AND BENEFITS:

            


    

    


    2.1    Employee's
      base salary during the Term shall be $525,000 (Five Hundred, Twenty-Five
      Thousand Dollars) per
      annum
      which shall be paid in accordance with the Employer's standard payroll practice.
      Employee's base salary shall be reviewed annually by the CEO and the
      Compensation Committee of
      the
      Board of Directors (the "Compensation Committee") or the Board of
      Directors and
      may
      be increased, in the Compensation Committee's or Board of Directors' sole
      discretion, from time to time. Such increased base salary shall become the
      minimum base salary under this Agreement and may not be decreased thereafter
      without the written consent of Employee unless otherwise permitted by this
      Agreement. 

    


    2.2    
During
      the Term, Employee shall participate in a bonus plan pursuant to which an annual
      bonus shall be paid to Employee in an amount to be determined by the
      Compensation Committee or the Board of Directors, which annual bonus shall
      have
      a threshold of 45% of Employee's then current Base Salary, a target of 90%
      of
      Employee's then current base salary (the "Target Bonus"), with a maximum bonus
      opportunity of 180% of
      Employee's then current base salary. Payment of the bonus shall be made at
      the
      same time as bonuses are paid to other senior executive officers and shall
      be
      based on parameters, including, without limitation, performance goals applicable
      to Employee, and such parameters shall be approved by the Compensation Committee
      or Board of Directors. 

     

    2.3    During
      the Term, Employee shall participate in Alpha Natural Resources' long-term
      incentive plans, including its equity incentive plans, on the terms established
      from time to time by the Compensation Committee or the Board of Directors.
      

    


    2.4    The
      Employee shall participate in Alpha Natural Resources' Retention Compensation
      Plan, dated November 10, 2005 (the "Retention Compensation Plan").

    


    2.5    During
      the Term, in the event of a Change in Control (as defined below), Employee
      shall
      be entitled to receive a minimum lump sum cash payment equal to a pro rata
      Target Bonus for the year in which the Change in Control occurs, which shall
      be
      based on the portion of such year that Employee was employed by Employer prior
      to the effective date of the Change in Control. Such payment, if any, shall
      be
      made no later than 60 days after the effective date of the Change in Control.
      

    


    2.6    The Employee
      shall be entitled to at least four (4) weeks paid vacation in each calendar
      year, or such greater amount of vacation as may be determined in accordance
      with
      Employer's vacation policy as in effect from time to time. The Employee
      shall also be entitled to all paid holidays given by Employer to its executives.
      

    


    2.7    During
      the Term, Employer shall pay or reimburse Employee for all actual, reasonable
      and customary expenses incurred by Employee in the course of his employment;
      provided that such expenses are incurred and accounted for in accordance with
      Employer's applicable policies and procedures. 

    


    2.8    While
      employed by Employer, Employee shall be allowed to participate, on the same
      basis generally as other employees of Employer, in all general employee benefit
      plans and programs, including improvements or modifications of the same, which
      on the Effective Date or thereafter are made available by Employer and/or the
      Employer Entities to all or substantially all of Employer's similarly situated
      employees. Such benefits, plans, and programs may include, without limitation,
      medical, health, and dental care, life insurance, disability protection,
      qualified and non-qualified retirement plans, retiree medical plans and stock
      option and stock grant programs, if any. Except as specifically provided in
      this
      Agreement, nothing in this Agreement is to be construed or interpreted to
      increase or alter in any way the rights, participation, coverage, or benefits
      under such benefit plans or programs than provided to similarly situated
      employees pursuant to the terms and conditions of such benefit plans and
      programs. 


    
      
        
        

      

      
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    2.9    Notwithstanding
      anything to the contrary in this Agreement, it is specifically understood and
      agreed that Employer and the Employer Entities shall not be obligated to
      institute, maintain, or refrain from changing, amending, or discontinuing any
      incentive, employee benefit or stock or stock option program or plan, so long
      as
      such actions are similarly applicable to covered employees generally.


    


    2.10         
      Employer
      shall withhold from any compensation, benefits, or amounts payable under this
      Agreement all federal, state, city, or other taxes as may be required pursuant
      to any law or governmental regulation or ruling. 

    


    
      	
              ARTICLE
                3:

            	
              TERMINATION
                OF EMPLOYMENT AND EFFECTS OF SUCH
                TERMINATION

            


    

    


    3.1    Employee's
      employment with Employer shall be terminated prior to the end of the Term:
      (i)
      upon the death of Employee, (ii) upon Employee's Retirement (as defined below),
      (iii) upon Employee's Permanent Disability (as defined below), (iv) at any
      time
      by Employer upon written notice to Employee, or (v) by Employee upon 90 days
      prior written notice to Employer. 

    


    3.2    If
      Employee's employment is terminated by reason of any of the following
      circumstances (i), (ii), (iii), or (iv), Employee shall be entitled to receive
      only the benefits set forth in Section 3.3 below: 

    


    
      	 	
              (i)

            	
              Termination
                due to Employee's Retirement.
                "Retirement" shall mean Employee's retirement at or after normal
                retirement age (either voluntarily or pursuant to Employer's retirement
                policy).

            


    

    


    
      	 	
              (ii)

            	
              Termination
                by Employer for Employer Cause.
                Termination of Employee's employment for "Employer Cause" shall mean
                termination of Employee's employment by Employer for any of the following:
                (a) Employee's gross negligence or willful misconduct in the performance
                of the duties and services required of Employee pursuant to this
                Agreement, (b) Employee's final conviction of, or plea of guilty
                or nolo
                contendere to, a felony or Employee engaging in fraudulent or criminal
                activity relating to the scope of Employee's employment (whether
                or not
                prosecuted), (c) a material violation of Alpha Natural Resources'
                Code of
                Ethics, (d) Employee's material breach of any material provision of
                this Agreement, provided that Employee has received written notice
                from
                the Employer and been afforded a reasonable opportunity (not to exceed
                30
                days) to cure such breach, (e) any continuing or repeated failure to
                perform the duties as requested in writing by the Employee's supervisor(s)
                or the Board of Directors after Employee has been afforded a reasonable
                opportunity (not to exceed 30 days) to cure such breach, (f) the
                conviction of a felony or crime involving moral turpitude, or (g)
                conduct
                which brings Employer and/or the Employer Entities into public disgrace
                or
                disrepute in any material respect. Determination as to whether or
                not
                Employer Cause exists for termination of Employee's employment will
                be
                made by the Board of Directors.


            


    


    
      
        
        

      

      
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              (iii)

            	
              Termination
                by Employee by Resignation (Other Than for Good Reason).
                Employee's resignation, other than for Good Reason (as defined below),
                shall mean termination of Employee's employment by Employee's resignation
                of employment with Employer and any Employer Entity, but not
                including any termination of employment by Employee for Good Reason
                as
                described in Section 3.4(i) or a Termination In Connection With A
                Change
                in Control (as defined below) by Employee described in Section
                3.7.

            


    

    


    
      	 	
              (iv)

            	
              Election
                Not to Renew Term by Employee.
                Employee elects not to renew the Term pursuant to Section 1.1 of
                this
                Agreement. 

            


    

    


    3.3    If
      Employee's employment is terminated by reason of Section 3.2 (i), (ii), (iii),
      or (iv), Employee shall be entitled to each of the following: 

    


    
      	 	
              (i)

            	
              Except
                as provided in Section 3.3(iii) below, Employee shall be entitled
                to: (a)
                any base salary earned, accrued or owing to Employee through the
                effective
                date of termination of employment, (b) reimbursement for all reasonable
                and customary expenses incurred by Employee in performing services
                for the
                Employer and/or Employer Entities prior to the effective date of
                termination of employment, (c) payment equal to the amount of any
                accrued,
                but unused, vacation time, and (d) any individual bonuses or individual
                incentive compensation not yet paid, but due and payable under Employer's
                and/or Employer Entities' plans for years prior to the year of Employee's
                termination of employment; and, provided further that, Employee shall
                not
                be entitled to: (1) any bonus or incentive compensation for the year
                in
                which he terminates employment unless specifically granted by the
                Compensation Committee or Board of Directors, or (2) any other payments
                or
                benefits by or on behalf of Employer and/or the Employer Entities
                except
                for those which may be payable pursuant to the terms of Employer's
                and/or
                Employer Entities' employee benefit plans, stock, option, or other
                equity
                plans or the applicable agreements underlying such
                plans.

            


    

    


    
      	 	
              (ii)

            	
              Except
                for (i) above, it is specifically understood that all future compensation
                to which Employee is entitled and all future benefits for which Employee
                is eligible, shall cease and terminate as of the effective date of
                termination of employment except, if applicable, retiree medical
                benefits
                under the Alpha Natural Resources, LLC and Subsidiaries Retiree Medical
                Benefit Plan (including any successors thereto, the "Retiree Medical
                Benefit Plan"). 

            


    


    
      
        
        

      

      
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              (iii)

            	
              If
                Employee terminates employment with Employer pursuant to Section
                3.2(iii),
                the non-competition and non-solicitation provisions of Article 5
                herein
                shall only apply if the Employer, at its sole option, invokes such
                provisions by written notice to Employee and pays the Employee the
                following: (a) one and one-half (1 1/2) times Employee's base salary
                in
                effect as of the effective date of termination of employment plus
                (b) one
                and one-half (1 1/2) times Employee's Target Bonus for the year in
                which
                the effective date of termination of employment occurs, which shall
                be
                paid to Employee in equal installments in accordance with Employer's
                customary payroll practices during the period commencing on the effective
                date of termination of employment and ending on the earlier to occur
                of
                (a) the 12-month anniversary of the effective date of termination
                of
                employment or (b) the date Employee violates any of the covenants
                set
                forth in Article 4 or Article 5 hereof; provided, however, that if
                Employer determines that such compensation is subject to Section
                409A of
                the Internal Revenue Code of 1986, as amended (the "Code"), such
                compensation shall be paid to Employee in accordance with the following
                payment schedule: (1) one-half of such compensation shall be paid
                to
                Employee on the six (6) month anniversary of the effective date of
                termination of employment ("Six Month Payment Date") and (2) the
                remaining
                balance of such compensation shall be paid to Employee in equal
                installments in accordance with Employer's customary payroll practices
                commencing the first pay period after the Six Month Payment Date
                and
                ending on the earlier to occur of (A) the 12-month anniversary of
                the
                effective date of such termination of employment or (B) the date
                Employee
                violates any of the covenants set forth in Article 4 and Article
                5
                hereof.

            


    

    


    3.4    If
      Employee's employment is terminated by reason of (i), (ii), (iii), or (iv)
      below, and, in the case of (i) and (ii), other than a Termination In Connection
      With A Change in Control, as otherwise provided in Section 3.7, Employee shall
      be entitled to receive the benefits set forth in Section 3.5 or Section 3.6,
      as
      applicable. 

    


    
      	 	
              (i)

            	
              Termination
                by Employee for Good Reason (Other Than A Termination In Connection
                With A
                Change in Control).
                "Good Reason" shall mean a termination of
                Employee's employment by Employee with the Employer and any Employer
                Entity as a result of the occurrence, without Employee's written
                consent,
                of one of the following events: (a) a material
                reduction in Employee's (1) annual base salary or (2) Target Bonus
                opportunity (unless such reduction in (1) and/or (2) relates to an
                across-the-board reduction similarly affecting Employee and all or
                substantially all other executives of Employer and the Employee Entities);
                (b) a failure to provide Employee with the opportunity to participate
                in
                any equity-based plans of Employer and/or the Employer Entities on
                a
                similar basis to those of other similarly situated executives of
                Employer
                and/or the Employer Entities; (c) Employer
                makes or causes to be made a material adverse change in Employee's
                position, authority, duties or responsibilities which results in
                a
                significant diminution in Employee's position, authority, duties
                or
                responsibilities, including, without limitation, Employee being required
                to report to any person other than the CEO, except in connection
                with a
                termination of Employee's employment with Employer for Permanent
                Disability, Employer Cause, death, or temporarily as a result of
                Employee's incapacity or other absence for an extended period; (d)
                a
                relocation of Employer's principal place of business, or of Employee's
                own
                office as assigned to Employee by Employer, to a location that increases
                Employee's normal work commute by more than 50 miles; or (e)
                Employer or the Board of Directors engages in any illegal activity
                or
                material violation
                of governmental laws, rules or regulations in connection with the
                Employer
                and/or the Employer Entities; provided, that such illegal activity
                or
                material violation could reasonably be expected to have a material
                adverse
                effect on Employer and the Employer Entities, taken as a whole. In
                order
                for Employee to terminate for Good Reason, (a) Employer must be notified
                by Employee in writing within 90 days of the event constituting Good
                Reason, (b) the event must remain uncorrected by Employer for 30
                days
                following such notice (the "Notice Period"), and (c) such termination
                must
                occur within 60 days after the expiration of the Notice Period.
                

            


    


    
      
        
        

      

      
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              (ii)

            	
              Employer
                Termination Without Employer Cause (Other Than A Termination In Connection
                With A Change in Control).
                Termination of Employee's employment by Employer for any reason other
                than
                for Employer Cause including, without limitation, termination due
                to
                Employer's election not to renew the Term pursuant to Section 1.1,
                but
                not
                including a Termination In Connection With A Change in Control by
                Employer
                described in Section 3.7. 

            


    

    


    
      	 	
              (iii)

            	
              Death.
                Termination due to the death of Employee.


            


    

    


    
      	 	
              (iv)

            	
              Termination
                due to Employee's Permanent Disability.
                "Permanent Disability" shall mean Employee's physical or mental incapacity
                to perform his usual duties with such condition likely to remain
                continuously and permanently as determined by Employer.
                

            


    

    


    3.5    Subject
      to the provisions of Section 3.7, Section 3.8, and Section 3.9, if Employee's
      employment is terminated by Employee under Section 3.4(i) or by Employer under
      Section 3.4(ii), Employee shall be entitled to each of the following:


    


    
      	 	
              (i)

            	
              Employer
                shall pay to Employee an amount equal to the sum of: (a) two (2)
                times
                Employee's base salary in effect as of the effective date of termination
                of employment plus (b) two (2) times
                Employee's Target Bonus for the year in which the effective date
                of
                termination of employment occurs. Except as otherwise provided herein,
                such compensation shall be paid to Employee in equal installments
                in
                accordance with Employer's customary payroll practices during the
                period
                commencing on the effective date of termination of employment and
                ending
                on the earlier to occur of (a) the 24-month anniversary of the effective
                date of termination of employment or (b) the date Employee violates
                any of
                the covenants set forth in Article 4 or Article 5 hereof; provided,
                however, that if Employer determines that such compensation is subject
                to
                Section 409A of the Code, such compensation shall be paid to Employee
                in
                accordance with the following payment schedule: (1) one-third of
                such
                compensation shall be paid to Employee on the Six Month Payment Date
                and
                (2) the remaining balance of such compensation shall be paid to Employee
                in equal installments in accordance with Employer's customary payroll
                practices commencing the first pay period after the Six Month Payment
                Date
                and ending on the earlier to occur of (A) the 24-month anniversary
                of the
                effective date of such termination of employment, or (B) the date
                Employee
                violates any of the covenants set forth in Article 4 or Article 5
                hereof.
                

            


    


    
      
        
        

      

      
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              (ii)

            	
              Employee
                shall be entitled to a pro rata share of any individual bonuses or
                individual incentive compensation, based on the target levels set
                for such
                bonuses, under Employer's and/or Employer Entities' plans for the
                year of
                Employee's termination of employment based on the portion of such
                year
                that Employee was employed by Employer; provided, however, that there
                shall not be any pro-ration of any amounts payable under the Retention
                Compensation Plan. Payment shall be made, in lump sum, no later
                than 60
                days after the effective date of termination of employment unless
                Employer
                determines that such compensation is subject to Section 409A of the
                Code
                in which case it shall be paid to Employee on the Six Month Payment
                Date.

            


    

    


    
      	 	
              (iii)

            	
              Employee
                shall be entitled to: (a) any base salary earned, accrued or owing
                to him
                under this Agreement through the effective date of termination of
                employment, (b) any individual bonuses or individual incentive
                compensation not yet paid, but due and payable under Employer's and/or
                Employer Entities' plans for years prior to the year of Employee's
                termination of employment, (c) reimbursement for all reasonable and
                customary expenses incurred by Employee in performing services for
                the
                Employer and/or the Employer Entities prior to the effective date
                of
                termination of employment and (d) payment equal to the amount of
                accrued,
                but unused, vacation time. All payments shall be paid no later than
                60
                days after the effective date of termination of employment; provided,
                however, that all payments under clause (b) shall be paid at the
                time that
                such amounts are paid to similarly situated employees.
                

            


    

    


    
      	 	
              (iv)

            	
              To
                the extent permitted by applicable law and the insurance and benefits
                policies to which Employee is entitled to participate (collectively,
                "Benefit Plans"), Employer shall maintain Employee's paid coverage
                for
                health insurance (through the payment of Employee's COBRA premiums)
                and
                other dental and life insurance benefits for the earlier to occur
                of: (a)
                Employee obtaining the age of 65, (b) the date Employee is provided
                by
                another employer benefits substantially comparable to the benefits
                provided by the above-referenced Benefit Plans (which Employee must
                provide prompt notice with respect thereto to the Employer), or (c)
                the
                expiration of the COBRA Continuation Period (as defined below). During
                the
                applicable period of coverage described in the foregoing sentence,
                Employee shall be entitled to benefits, on substantially the same
                basis as
                would have otherwise been provided had Employee not been terminated
                and
                Employer will have no obligation to pay any benefits to, or premiums
                on
                behalf of, Employee after such period ends. To the extent that such
                benefits are available under the above-referenced Benefit Plans and
                Employee had such coverage immediately prior to termination of employment,
                such continuation of benefits for Employee shall also cover Employee's
                dependents for so long as Employee is receiving benefits under this
                paragraph (iv). The COBRA Continuation Period for medical and dental
                insurance under this paragraph (iv) shall be deemed to run concurrent
                with
                the continuation period federally mandated by COBRA (generally 18
                months),
                or any other legally mandated and applicable federal, state, or local
                coverage period for benefits provided to terminated employees under
                the
                health care plan. For purposes of this Agreement, (a) "COBRA" means
                the
                Consolidated Omnibus Budget Reconciliation Act of 1985, as amended,
                and
                (b) "COBRA Continuation Period" shall mean the continuation period
                for
                medical and dental insurance to be provided under the terms of this
                Agreement which shall commence on the first day of the calendar month
                following the month in which the date of termination falls and generally
                shall continue for an 18 month
                period.

            


    


    
      
        
        

      

      
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    3.6    If
      Employee's employment is terminated by reason of Section 3.4(iii) or (iv),
      Employee's estate, in the case of death, or Employee (or his legal guardian),
      in
      the case of Permanent Disability, shall be entitled to payment of: (a) any
      base
      salary earned, accrued or owing to Employee's estate or Employee (or his legal
      guardian), as applicable, through the effective date of termination of
      employment, (b) any individual bonuses or individual incentive compensation
      not
      yet paid but due and payable under Employer's and/or Employer Entities' plans
      for years prior to the year of Employee's termination of employment, (c) a
      pro
      rata share of any individual bonuses or individual incentive compensation,
      based
      on the target levels set for such bonuses, under Employer's and/or Employer
      Entities' plans for the year of Employee's termination of employment based
      on
      the portion of such year that Employee was employed by Employer; provided,
      however, that there shall not be any pro-ration of any amounts payable under
      the
      Retention Compensation Plan, (d) all reasonable and customary expenses incurred
      by Employee in performing services for the Employer and/or Employer Entities
      prior to the effective date of termination of employment, (e) the amount of
      accrued, but unused, vacation time, and (f) participation in the Retiree Medical
      Benefit Plan, if applicable, and in the event of Employee's death, Employee's
      spouse shall be entitled to any benefits which she is eligible to receive under
      such plan. All payments shall be paid no later than 60 days after the effective
      date of termination of employment; provided, however, that all payments under
      clause (c) shall be paid at the time that such amounts are paid to similarly
      situated employees.

    


    3.7    Involuntary
      Termination In Connection with a Change in Control.
      In the
      event the Employee's employment is terminated during the 90-day period
      immediately preceding a Change in Control, or on or within the one-year period
      immediately following a Change in Control (a "Termination In Connection With
      A
      Change In Control") by: (i) the Employee for Good Reason or (ii) the Employer
      other than (a) for Employer Cause, (b) due to the Employee's death or (c) due
      to
      Permanent Disability, the Employee shall be entitled to receive the benefits
      set
      forth in Section 3.8. For purposes of this Agreement, "Change in Control" shall
      mean the occurrence of any of the following after the date of this Agreement:
      (a) any merger, consolidation or business combination in which the stockholders
      of Alpha Natural Resources immediately prior to the merger, consolidation or
      business combination do not own at least a majority of the outstanding equity
      interests of the surviving parent entity, (b) the sale of all or substantially
      all of Alpha Natural Resources' assets in a single transaction or a series
      of
      related transactions, (c) the acquisition of beneficial ownership or control
      of
      (including, without limitation, power to vote) a majority of the outstanding
      common stock of Alpha Natural Resources by any person or entity (including
      a
      "group" as defined by or under Section 13(d)(3) of the Securities Exchange
      Act
      of 1934, as amended), (d) the stockholders of Alpha Natural Resources approve
      any plan for the dissolution or liquidation of Alpha Natural Resources, or
      (e) a
      contested election of directors, as a result of which or in connection with
      which the persons who were directors of Alpha Natural Resources before such
      election or their nominees cease to constitute a majority of Alpha Natural
      Resources' Board of Directors.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    3.8    Subject
      to the provisions of Section 3.9, if Employee's employment is terminated
      pursuant to Section 3.7, Employee shall be entitled to each of the
      following:

    


    (i)    Employer
      shall pay to Employee a lump sum cash payment equal to (a) two and one-half
      (2
      1/2) times Employee's base salary in effect as of the effective date of
      termination, plus (b) two and one-half (2 1/2) times
      Employee's Target Bonus for the year in which the effective date of the
      termination occurs. Payment shall be made, in lump sum, no later than 60 days
      after the effective date of termination of employment unless Employer determines
      that such compensation is subject to Section 409A of the Code in which case
      it
      shall be paid to Employee on the Six Month Payment Date.

    


    (ii)   Employee
      shall be entitled to a pro rata share of any individual bonuses or individual
      incentive compensation, based on the target levels set for such bonuses, under
      Employer's and/or Employer Entities' plans for the year of Employee's
      termination of employment based on the portion of such year that Employee was
      employed by Employer; provided, however, that there shall not be any pro-ration
      of any amounts payable under the Retention Compensation Plan. Payment shall
      be
      made, in lump sum, no later than 60
      days
      after the effective date of termination of employment unless Employer determines
      that such compensation is subject to Section 409A of the Code in which case
      it
      shall be paid to Employee on the Six Month Payment Date. 

    


    (iii)         
      Employee
      shall be entitled to: (a) any base salary earned, accrued or owing to him under
      this Agreement through the effective date of termination of employment, (b)
      any
      individual bonuses or individual incentive compensation not yet paid, but due
      and payable under Employer's and/or Employer Entities' plans for years prior
      to
      the year of Employee's termination of employment, (c) reimbursement for all
      reasonable and customary expenses incurred by Employee in performing services
      for the Employer and/or the Employer Entities prior to the effective date of
      termination of employment, and (d) payment equal to the amount of accrued,
      but
      unused, vacation time. All payments shall be paid no later than 60 days after
      the effective date of termination of employment; provided, however, that all
      payments under clause (b) shall be paid at the time that such amounts are paid
      to similarly situated employees.

    


    (iv)         
      To
      the
      extent permitted by applicable law and the Benefit Plans, Employer shall
      maintain Employee's paid coverage for health insurance (through the payment
      of
      Employee's COBRA premiums) and other dental and life insurance benefits for
      the
      earlier to occur of: (a) Employee obtaining the age of 65, (b) the date Employee
      is provided by another employer benefits substantially comparable to the
      benefits provided by the above-referenced Benefit Plans (which Employee must
      provide prompt notice with respect thereto to the Employer), or (c) the
      expiration of the COBRA Continuation Period. During the applicable period of
      coverage described in the foregoing sentence, Employee shall be entitled to
      benefits on substantially the same basis as would have otherwise been provided
      had Employee not been terminated and Employer will have no obligation to pay
      any
      benefits to, or premiums on behalf of, Employee after such period ends. To
      the
      extent that such benefits are available under the above-referenced Benefit
      Plans
      and Employee had such coverage immediately prior to termination of employment,
      such continuation of benefits for Employee shall also cover Employee's
      dependents for so long as Employee is receiving benefits under this paragraph
      (iv). The COBRA Continuation Period for medical and dental insurance under
      this
      paragraph (iv) shall be deemed to run concurrent with the continuation period
      federally mandated by COBRA (generally 18 months), or any other legally mandated
      and applicable federal, state, or local coverage period for benefits provided
      to
      terminated employees under the health care plan.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (v)    If
      applicable, Employer shall pay to Employee a lump sum cash payment equal to
      the
      difference between the present value of the Employee's accrued pension benefits
      on the effective date of Employee's termination under any qualified defined
      benefit plan and (if eligible) supplemental retirement plan (together, the
      "pension plans") sponsored by Employer or any Employer Entity and the present
      value of the accrued pension benefits to which the Employee would have been
      entitled under the pension plans if Employee had continued participation in
      those plans for the 24-month period after the effective date of Employee's
      termination. Such amount shall be determined based on an average of the amount
      contributed by Employee in the two (2) years prior to the effective date of
      Employee's termination. Payment shall be made, in lump sum, no later than 60
      days after the effective date of termination of employment unless Employer
      determines that such compensation is subject to Section 409A of the Code in
      which case it shall be paid to Employee on the Six Month Payment
      Date.

    


    (vi)          
      Employer
      shall pay to Employee a lump sum cash payment of $15,000 in order to cover
      the
      cost of outplacement assistance services for Employee and other expenses
      associated with seeking another employment position. Payment shall me made,
      in
      lump sum, no later than 60 days after the effective date of termination of
      employment unless Employer determines that such compensation is subject to
      Section 409A of the Code in which case it shall be paid to Employee on the
      Six
      Month Payment Date. 

    


    3.9    The
      severance benefit paid and provided to Employee pursuant to Section 3.3,
      Section 3.5, 3.8 and/or Section 3.10 shall be in consideration of
      Employee's continuing obligations hereunder after such termination of
      employment, including, without limitation, Employee's obligations under Article
      4 and Article 5. Further, as a condition to the receipt of such severance
      benefit, Employer shall require Employee to first execute a release, in
      substantially the form attached hereto as Annex
      A,
      releasing Employer and all other Employer Entities, and their respective
      officers, directors, employees, and agents, from any and all claims and from
      any
      and all causes of action of any kind or character, including, but not limited
      to, all claims and causes of action arising out of Employee's employment with
      Employer and any other Employer Entities or the termination of such employment.
      The performance of Employer's obligations under Section 3.3, Section 3.5,
      Section 3.8 and/or Section 3.10 and the receipt of the severance benefit
      provided thereunder by Employee shall constitute full settlement of all such
      claims and causes of action. Employee shall not be under any duty or obligation
      to seek or accept other employment following a termination of employment
      pursuant to which a severance benefit payment or benefit under Section 3.3,
      Section 3.5, Section 3.8 and/or Section 3.10 is owing and the amounts and
      benefits due Employee pursuant to Section 3.3, Section 3.5, Section 3.8 and/or
      Section 3.10 shall not be reduced or suspended, except as otherwise provided,
      if
      Employee accepts subsequent employment or earns any amounts as a self-employed
      individual, provided, however that in the event Employee breaches any of
      Employee's obligations under Articles 4 or 5 of this Agreement, then, in
      addition to Employer's right to specific performance pursuant to Section 5.5
      or
      any other rights that Employer or each Employer Entity may have under this
      Agreement or otherwise, Employer and each Employer Entity shall have the right
      to terminate payment of any amounts or benefits to which Employee would
      otherwise be entitled pursuant to this Article 3. Employee's rights under
      Section 3.3, Section 3.5, Section 3.8 and/or Section 3.10 are Employee's sole
      and exclusive rights against the Employer, or any affiliate of Employer, and
      the
      Employer's and the Employer Entities' sole and exclusive liability to Employee
      under this Agreement, whether such claim is based in contract, tort or
      otherwise, for the termination of his employment relationship with Employer.
      Employee agrees that all disputes relating to Employee's employment or
      termination of employment shall be resolved through Employer's Dispute
      Resolution Plan as provided in Section 7.7 hereof; provided, however, that
      decisions as to whether there is "Employer Cause" for termination of the
      employment relationship with Employee and whether and as of what date Employee
      has become Permanently Disabled shall be limited to whether such decision was
      reached in good faith. Nothing contained in this Article 3 shall be construed
      to
      be a waiver by Employee of any benefits accrued for or due Employee under any
      employee benefit plan (as such term is defined in the Employees' Retirement
      Income Security Act of 1974, as amended) maintained by Employer except that
      Employee shall not be entitled to any severance benefits pursuant to any
      severance plan or program of the Employer and/or the Employer Entities except
      as
      outlined in this Agreement. 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    3.10         
      Vesting
      of Equity.
      With
      respect to any equity awards or grants made by Employer and/or any Employer
      Entity after the date of this Agreement and notwithstanding any provision to
      the
      contrary in any applicable plan, program or agreement, upon a termination of
      Employee's employment with Employer pursuant to any of the subparagraphs of
      Section 3.4 or Section 3.7, all stock options, restricted stock and other equity
      rights held by the Employee will become fully vested and/or exercisable, as
      the
      case may be, on the date on which such termination of employment occurs, and
      all
      stock options held by the Employee shall remain exercisable until the earlier
      to
      occur of: (i) the expiration date of the applicable option term or (ii) the
      two
      (2) year anniversary of Employee's termination date; provided, however, that
      the
      payment of performance-based awards will continue to be subject to the
      attainment of the performance goals as specified in the applicable plan or
      award
      agreement. 

    


    3.11         
      Termination
      of the employment relationship does not terminate those obligations imposed
      by
      this Agreement, which are continuing obligations, including, without limitation,
      Employee's obligations under Article 4 and Article 5. 

    


    3.12        
      The
      payment of any monies to Employee under this Agreement after the date of
      termination of employment does not constitute an offer or a continuation of
      employment of the Employee. In no event shall Employee represent or hold himself
      out to be an employee of Employer or any Employer Entity after the effective
      date of termination of employment. Except where Employer is lawfully required
      to
      withhold any federal, state, or local taxes, Employee shall be responsible
      for
      any and all federal, state, or local taxes that arise out of any payments to
      Employee hereunder. 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    3.13    During
      any period during which any monies are being paid to Employee under this
      Agreement after the effective date of termination of employment, Employee shall
      provide to Employer and any Employer Entity reasonable levels of assistance
      in
      answering questions concerning the business of Employer and any Employer Entity,
      transition of responsibility, or litigation, provided that all out of pocket
      expenses of Employee reasonably incurred in connection with such assistance
      are
      fully and promptly reimbursed and that any such assistance after the Non-Compete
      Period (as defined below) shall not interfere or conflict with the obligations
      which Employee may owe to any other employer. 

    


    
      	
              ARTICLE
                4:

            	
              OWNERSHIP
                AND PROTECTION OF INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION:
                

            


    

    


    4.1    All
      information, ideas, concepts, improvements, innovations, developments, methods,
      processes, designs, analyses, drawings, reports, discoveries, and inventions,
      whether patentable or not or reduced to practice, which are conceived, made,
      developed or acquired by Employee, individually or in conjunction with others,
      during Employee's employment by Employer or any of the Employer Entities, both
      before and after the date hereof (whether during business hours or otherwise
      and
      whether on Employer's premises or otherwise) which relate to the business,
      products or services of Employer or the Employer Entities (including, without
      limitation, all such information relating to corporate opportunities, research,
      financial and sales data, pricing and trading terms, evaluations, opinions,
      interpretations, acquisition prospects, the identity of customers or their
      requirements, the identity of key contacts within the customer's organizations
      or within the organization of acquisition prospects, or marketing and
      merchandising techniques, prospective names, marks, and any copyrightable work,
      trade mark, trade secret or other intellectual property rights (whether or
      not
      composing confidential information, and all writings or materials of any type
      embodying any of such items (collectively, "Work Product"), shall be the sole
      and exclusive property of Employer or an Employer Entity, as the case may be,
      and shall be treated as "work for hire." It is recognized that Employee is
      an
      experienced executive in the business of the Employer Entities and through
      several decades of prior work in the industry acquired and retains knowledge,
      contacts, and information which are not bound by this Article 4. 

    


    4.2    Employee
      shall promptly and fully disclose all Work Product to Employer and shall
      cooperate and perform all actions reasonably requested by Employer (whether
      during or after the Term of employment) to establish, confirm and protect
      Employer's and/or Employer Entities' right, title and interest in such Work
      Product. Without limiting the generality of the foregoing, Employee agrees
      to
      assist Employer, at Employer's expense, to secure Employer's and Employer
      Entities' rights in the Work Product in any and all countries, including the
      execution by Employee of all applications and all other instruments and
      documents which Employer and/or the Employer Entities shall deem necessary
      in
      order to apply for and obtain rights in such Work Product and in order to assign
      and convey to Employer and/or the Employer Entities the sole and exclusive
      right, title and interest in and to such Work Product. If Employer is unable
      because of Employee's mental or physical incapacity or for any other reason
      (including Employee's refusal to do so after request therefor is made by
      Employer) to secure Employee's signature to apply for or to pursue any
      application for any United States or foreign patents or copyright registrations
      covering Work Product belonging to or assigned to Employer and/or the Employer
      Entities pursuant to Section 4.1 above, then Employee by this Agreement
      irrevocably designates and appoints Employer and its duly authorized officers
      and agents as Employee's agent and attorney-in-fact to act for and in Employee's
      behalf and stead to execute and file any such applications and to do all other
      lawfully permitted acts to further the prosecution and issuance of patents
      or
      copyright registrations thereon with the same legal force and effect as if
      executed by Employee. Employee agrees not to apply for or pursue any application
      for any United States or foreign patents or copyright registrations covering
      any
      Work Product other than pursuant to this Section in circumstances where such
      patents or copyright registrations are or have been or are required to be
      assigned to Employer or any Employer Entity. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    4.3    Employee
      acknowledges that the businesses of Employer and the Employer Entities are
      highly competitive and that their strategies, methods, books, records, and
      documents, their technical information concerning their products, equipment,
      services, and processes, procurement procedures and pricing techniques, the
      names of and other information (such as credit and financial data) concerning
      their former, present or prospective customers and business affiliates, all
      comprise confidential business information and trade secrets which are valuable,
      special, and unique assets which Employer and/or the Employer Entities use
      in
      their business to obtain a competitive advantage over their competitors.
      Employee further acknowledges that protection of such confidential business
      information and trade secrets against unauthorized disclosure and use is of
      critical importance to Employer and the Employer Entities in maintaining their
      competitive position. Employee acknowledges that by reason of Employee's duties
      to, and association with, Employer and the Employer Entities, Employee has
      had
      and will have access to, and has and will become informed of, confidential
      business information which is a competitive asset of Employer and the Employer
      Entities. Employee hereby agrees that Employee will not, at any time during
      or
      after his employment by Employer, make any unauthorized disclosure of any
      confidential business information or trade secrets of Employer or the Employer
      Entities, or make any use thereof, except in the carrying out of his employment
      responsibilities hereunder. Employee shall take all necessary and appropriate
      steps to safeguard confidential business information and protect it against
      disclosure, misappropriation, misuse, loss and theft. Confidential business
      information shall not include information in the public domain (but only if
      the
      same becomes part of the public domain through a means other than a disclosure
      prohibited hereunder). The above notwithstanding, a disclosure shall not be
      unauthorized if (i) it is required by law or by a court of competent
      jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute
      resolution or other legal proceeding in which Employee's legal rights and
      obligations as an employee or under this Agreement are at issue; provided,
      however, that Employee shall, to the extent practicable and lawful in any such
      events, give prior notice to Employer of his intent to disclose any such
      confidential business information in such context so as to allow Employer or
      an
      Employer Entity an opportunity (which Employee will not oppose) to obtain such
      protective orders or similar relief with respect thereto as may be deemed
      appropriate. Any information not specifically related to the Employer Entities
      would not be considered confidential to the Employer. 

    


    4.4    All
      written materials, records, and other documents made by, or coming into the
      possession of, Employee during the period of Employee's employment by Employer
      which contain or disclose confidential business information or trade secrets
      of
      Employer or the Employer Entities, or which relate to Employee's Work Product
      described in Section 4.1 above, shall be and remain the property of Employer,
      or
      the Employer Entities, as the case may be. Upon termination of Employee's
      employment, for any reason, Employee promptly shall deliver the same, and all
      copies thereof, to Employer. 


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
              ARTICLE
                5:

            	
              COVENANT
                NOT TO COMPETE: 

            


    

    


    5.1    In
      consideration of the compensation to be paid to Employee under this Agreement,
      Employee acknowledges that in the course of Employee's employment with certain
      Employer Entities, he has prior to the date of this Agreement, and will during
      the Term of employment, become familiar with Employer's and the Employer
      Entities' trade secrets, business plans and business strategies and with other
      confidential business information concerning Employer and the Employer Entities
      and that Employee's services have been and shall be of special, unique and
      extraordinary value to Employer and the Employer Entities. Employee also
      acknowledges that in the course of his employment he will have access to
      Employer's and the Employer Entities' relationships and goodwill with their
      customers, distributors, suppliers and employees. In light of Employee's value
      to, and knowledge of, Employer, the Employer Entities, and the Business (as
      defined below) and Employee's compensation pursuant to this Agreement, Employee
      agrees that, during the Term and for a period of one (1) year thereafter (the
      "Non-Compete Period"), he will not, in association with or as an officer,
      principal, manager, member, advisor, agent, partner, director, material
      stockholder, employee or consultant of any corporation (or sub-unit, in the
      case
      of a diversified business) or other enterprise, entity or association, work
      on
      the acquisition or development of, or engage in any line of business, property
      or project which is, directly or indirectly, competitive with any business
      that
      Employer or any Employer Entity engages in during the Term of employment,
      including but not limited to, the mining, processing, transportation,
      distribution, trading and sale of synfuel, coal and coal byproducts (the
      "Business"). Such restriction shall cover Employee's activities anywhere in
      the
      states in which Employer conducts operations during the Term of this Agreement.
      

    


    5.2    During
      the applicable Non-Compete Period, Employee will not solicit or induce any
      person who is or was employed by any of the Employer Entities at any time during
      such term or period (i) to interfere with the activities or businesses of
      Employer or any Employer Entity or (ii) to discontinue his or her employment
      with any of the Employer Entities. 

    


    5.3    During
      the applicable Non-Compete Period, Employee will not, directly or indirectly,
      influence or attempt to influence any customers, distributors or suppliers
      of
      any of the Employer Entities to divert their business to any competitor of
      Employer or any Employer Entity or in any way interfere with the relationship
      between any such customer, distributor or supplier and Employer and/or any
      Employer Entity (including, without limitation, making any negative statements
      or communications about Employer and the Employer Entities). During the
      applicable Non-Compete Period, Employee will not, directly or indirectly,
      acquire or attempt to acquire any business in the states in which Employer
      conducts operations during the Term of this Agreement; prior to the termination
      of the Term of employment, has made an acquisition proposal relating to the
      possible acquisition of such business by Employer or any Employer Entity, (such
      business, an "Acquisition Target"); or take any action to induce or attempt
      to
      induce any Acquisition Target to consummate any acquisition, investment or
      other
      similar transaction with any person other than Employer or any Employer Entity.
      


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    5.4    Employee
      understands that the provisions of Sections 5.1, 5.2 and 5.3 hereof may limit
      his ability to earn a livelihood in a business in which he is involved, but
      as a
      member of the management group of Employer and the Employer Entities he
      nevertheless agrees and hereby acknowledges that: (i) such provisions do not
      impose a greater restraint than is necessary to protect the goodwill or other
      business interests of Employer and any of the Employer Entities; (ii) such
      provisions contain reasonable limitations as to time, scope of activity, and
      geographical area to be restrained; and (iii) the consideration provided
      hereunder, including without limitation, any amounts or benefits provided under
      Article 3 hereof, is sufficient to compensate Employee for the restrictions
      contained in Sections 5.1, 5.2 and 5.3 hereof. Subject to the final sentence
      of
      Section 5.1, in consideration of the foregoing and in light of Employee's
      education, skills and abilities, Employee agrees that he will not assert that,
      and it should not be considered that, any provisions of Sections 5.1, 5.2 or
      5.3
      otherwise are void, voidable or unenforceable or should be voided or held
      unenforceable. 

    


    5.5    If,
      at
      the time of enforcement of Articles 4 or 5 of this Agreement, a court shall
      hold
      that the duration, scope, or area restrictions stated herein are unreasonable
      under circumstances then existing, the parties hereto agree that the maximum
      period, scope or geographical area reasonable under such circumstances shall
      be
      substituted for the stated period, scope or area and that the court shall be
      allowed and directed to revise the restrictions contained herein to cover the
      maximum period, scope and area permitted by law. Employee acknowledges that
      he
      is a member of Employer's and the Employer Entities' management group with
      access to Employer's and Employer Entities' confidential business information
      and his services are unique to Employer and the Employer Entities. Employee
      therefore agrees that the remedy at law for any breach by him of any of the
      covenants and agreements set forth in Articles 4 and 5 will be inadequate and
      that in the event of any such breach, Employer and the Employer Entities may,
      in
      addition to the other remedies which may be available to them at law, apply
      to
      any court of competent jurisdiction to obtain specific performance and/or
      injunctive relief prohibiting Employee (together with all those persons
      associated with him) from the breach of such covenants and agreements and to
      enforce, or prevent any violations of, the provisions of this Agreement. In
      addition, in the event of a breach or violation by Employee of this Article
      5,
      the applicable Non-Compete Period set forth in this Article shall be tolled
      until such breach or violation has been cured. 

    


    5.6    Each
      of
      the covenants of this Article 5 are given by Employee as part of the
      consideration for this Agreement and as an inducement to Employer to enter
      into
      this Agreement and accept the obligations hereunder.

    


    5.7    Provisions
      of Article 5 shall not be binding on Employee if Employer fails to perform
      any
      material obligation under this Agreement, including, without limitation, the
      failure of Employer to make timely payments of monies due to Employee under
      Article 3 of this Agreement; provided, that (a) Employee has notified Employer
      in writing within 30 days of the date of the failure of Employer to perform
      such
      material obligation and (b) such failure remains uncorrected and/or uncontested
      by Employer for 15 days following the date of such notice.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    5.8    Notwithstanding
      anything to the contrary contained in this Article 5, the non-competition and
      non-solicitation provisions of this Article 5 shall not apply in the event
      that
      this Agreement (a) shall be terminated by Employee for Good Reason pursuant
      to
      Section 3.4 or (b) Employee or Employer, as the case may be, elects not to
      renew
      the Term of this Agreement pursuant to Section 3.2(iv) or Section 3.4(ii),
      respectively, or (iii) Employee resigns from the Employer pursuant to Section
      3.2(iii) and
      Employer
      elects not to exercise its option, in its sole discretion, to subject Employee
      to the non-competition and non-solicitation provisions of this Article 5 in
      accordance with Section 3.3(iii) herein; provided that Employee does not
      receive, or does not elect to receive, any of the benefits or payments under
      Sections 3.5, 3.8 and/or 3.10 of this Agreement (if applicable).

    


    
      	
              ARTICLE
                6:

            	
              CERTAIN
                ADDITIONAL PAYMENTS BY
                EMPLOYER:

            


    

    


    6.1    The
      provisions of this Article 6 shall apply notwithstanding anything in this
      Agreement to the contrary. Subject to Section 6.2 below, in the event that
      it
      shall be determined that any payment or distribution by Employer to, or for
      the
      benefit of, the Employee, whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or otherwise (a
      "Payment"), would constitute an "excess parachute payment" within the meaning
      of
      Section 280G of the Code, Employer shall pay the Employee an additional amount
      (the "Gross-Up Payment") such that the net amount retained by the Employee
      after
      deduction of any excise tax imposed under Section 4999 of the Code, and any
      federal, state and local income tax, employment tax, excise tax and other tax
      imposed upon the Gross-Up Payment, shall be equal to the Payment.

    


    6.2    Notwithstanding
      Section 6.1, and notwithstanding any other provisions of this Agreement to
      the
      contrary, if the net after-tax benefit to the Employee of receiving the Gross-Up
      Payment does not exceed the Safe Harbor Amount (as defined below) by more than
      10%
      (as
      compared to the net-after tax benefit to the Employee resulting from elimination
      of the Gross-Up Payment and reduction of the Payments to the Safe Harbor
      Amount), then (i) Employer shall not pay the Employee the Gross-Up Payment,
      and
      (ii) the provisions of Section 6.3 below shall apply. The term "Safe Harbor
      Amount" means the maximum dollar amount of parachute payments that may be paid
      to the Employee under Section 280G of the Code without imposition of an excise
      tax under Section 4999 of the Code.

    


    6.3    The
      provisions of this Section 6.3 shall apply only if Employer is not required
      to
      pay the Employee a Gross-Up Payment as a result of Section 6.2 above. If
      Employer is not required to pay the Employee a Gross-Up Payment as a result
      of
      the provisions of Section 6.2, Employer will apply a limitation on the Payment
      amount as set forth below (a "Parachute Cap") as follows: The aggregate present
      value of the Payments under Section 3.8 and Section 3.10 of this Agreement
      ("Agreement Payments") shall be reduced (but not below zero) to the Reduced
      Amount. The "Reduced Amount" shall be an amount expressed in present value
      which
      maximizes the aggregate present value of Agreement Payments without causing
      any
      Payment to be subject to the limitation of deduction under Section 280G of
      the
      Code. For purposes of this Article 6, "present value" shall be determined in
      accordance with Section 280G(d)(4) of the Code.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    6.4    Except
      as
      set forth in the next sentence, all determinations to be made under this
      Article 6 shall be made by the nationally recognized independent public
      accounting firm used by Employer immediately prior to the Change in Control
      ("Accounting Firm"), which Accounting Firm shall provide its determinations
      and
      any supporting calculations to Employer and the Employee within ten (10) days
      of
      the Employee's termination date. The value of the Employee's non-competition
      covenant under Article 5 of this Agreement shall be determined by independent
      appraisal by a nationally-recognized business valuation firm acceptable to
      both
      the Employee and Employer, and a portion of the Agreement Payments shall, to
      the
      extent of that appraised value, be specifically allocated as reasonable
      compensation for such non-competition covenant and shall not be treated as
      a
      parachute payment. If any Gross-Up Payment is required to be made, Employer
      shall make the Gross-Up Payment within 60 days after receiving the Accounting
      Firm's calculations unless Employer determines that such compensation is subject
      to Section 409A of the Code in which case it shall be paid to Employee on the
      Six Month Payment Date. Any such determination by the Accounting Firm shall
      be
      binding upon Employer and the Employee.

    


    6.5    All
      of
      the fees and expenses of the Accounting Firm in performing the determinations
      referred to in this Article 6 shall be borne solely by
      Employer.

    


    
      	
              ARTICLE
                7:

            	
              MISCELLANEOUS:

            


    

    


    7.1    For
      purposes of this Agreement, the terms "affiliate" or "affiliates" mean an entity
      or entities in which Employer or any other person has a 20% or more direct
      or
      indirect equity interest or entity or entities that have a 20% or more direct
      or
      indirect equity interest in Employer or such other person.

    


    7.2    The
      provisions of this Agreement will be administered, interpreted and construed
      in
      a manner intended to comply with Section 409A of the Code, the regulations
      issued thereunder or any exception thereto (or disregarded to the extent such
      provision cannot be so administered, interpreted, or construed). If the Employer
      determines in good faith that any amounts to be paid to Employee under this
      Agreement are subject to Section 409A of the Code, then the Employer may, to
      the
      extent necessary, adjust the form and/or the timing of such payments as
      determined to be necessary or advisable to be in compliance with Section 409A.
      If any payment must be delayed to comply with Section 409A, then, except as
      otherwise specifically provided in this Agreement, the deferred payment
      will be paid at the earliest practicable date permitted by Section 409A.
Notwithstanding
      any provision of this Agreement to the contrary, Employee acknowledges and
      agrees that the Employer shall not be liable for, and nothing provided or
      contained in this Agreement will be construed to obligate or cause the Employer
      to be liable for, any tax, interest or penalties imposed on Employee related
      to
      or arising with respect to any violation of Section
      409A. 

    


    7.3    For
      purposes of this Agreement, notices and all other communications provided for
      herein shall be in writing and shall be deemed to have been duly given when
      received by or tendered to Employee or Employer, as applicable, by pre-paid
      courier or by United States registered or certified mail, return receipt
      requested, postage prepaid, addressed as follows: 


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    If
      to
      Employer: 

    


    Alpha
      Natural Resources Services, LLC 

    One
      Alpha
      Place

    P.O.
      Box
      2345

    Abingdon,
      VA 24212

    Attn:
      General Counsel of Alpha Natural Resources 

    


    If
      to
      Employee: To his last known personal residence 

    


    7.4    This
      Agreement shall be governed by and construed and enforced, in all respects
      in
      accordance with; the law of the Commonwealth of Virginia, without regard to
      principles of conflicts of law, unless preempted by federal law, in which case
      federal law shall govern; provided, however, that Employer's Dispute Resolution
      Plan, or if no such plan is in place, then the rules of the American Arbitration
      Association shall govern in all respects with regard to the resolution of
      disputes hereunder as provided in Section 7.7. 

    


    7.5    No
      failure by either party hereto at any time to give notice of any breach by
      the
      other party of, or to require compliance with, any condition or provision of
      this Agreement shall be deemed a waiver of similar or dissimilar provisions
      or
      conditions at the same or at any prior or subsequent time. 

    


    7.6    It
      is a
      desire and intent of the parties that the term, provisions, covenants, and
      remedies contained in this Agreement shall be enforceable to the fullest extent
      permitted by law. If any such term, provision, covenant, or remedy of this
      Agreement or the application thereof to any person, association, or entity
      or
      circumstances shall, to any extent, be construed to be invalid or unenforceable
      in whole or in part, then such term, provision, covenant, or remedy shall be
      construed in a manner so as to permit its enforceability under applicable law
      to
      the fullest extent permitted by law. In any case, the remaining provisions
      of
      this Agreement or the application thereof to any person, association, or entity
      or circumstances other than those to which they have been held invalid or
      unenforceable, shall remain in full force and effect. 

    


    7.7    It
      is the
      mutual intention of the parties to have any dispute concerning this Agreement
      resolved out of court. Accordingly, the parties agree that any such dispute
      shall, as the sole and exclusive remedy, be submitted for resolution, then
      pursuant to binding arbitration to be held in Abingdon, Virginia, in accordance
      with the employment arbitration rules (except as modified below) of the American
      Arbitration Association and with the Expedited Procedures thereof (collectively,
      the "Rules"); provided, however, that the Employer, on its own behalf and on
      behalf of any of the Employer Entities, and the Employers Entities shall be
      entitled to seek a restraining order or injunction in any court of competent
      jurisdiction to prevent any breach or the continuation of any breach of the
      provisions of Articles 4 and 5 and Employee hereby consents that such
      restraining order or injunction may be granted without the necessity of the
      Employer or any Employer Entity posting any bond. Each of the parties hereto
      agrees that such arbitration shall be conducted by a single arbitrator selected
      in accordance with the Rules; provided that such arbitrator shall be experienced
      in deciding cases concerning the matter which is the subject of the dispute.
      Each of the parties agrees that in any such arbitration that pre-arbitration
      discovery shall be limited to the greatest extent provided by the Rules, that
      the award shall be made in writing no more than 30 days following the end of
      the
      proceeding, that the arbitration shall not be conducted as a class action,
      that
      the arbitration award shall not include factual findings or conclusions of
      law.
      Any award rendered by the arbitrator shall be final and binding and judgment
      may
      be entered on it in any court of competent jurisdiction. Each of the parties
      hereto agrees to treat as confidential the results of any arbitration
      (including, without limitation, any findings of fact and/or law made by the
      arbitrator) and not to disclose such results to any unauthorized person.



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    7.8    This
      Agreement shall be binding upon and inure to the benefit of Employer, the
      Employer Entities, their respective successors in interest, or any other person,
      association, or entity which may hereafter acquire or succeed to all or
      substantially all of the business assets of Employer and the Employer Entities
      by any means, whether indirectly or directly, and whether by purchase, merger,
      consolidation, or otherwise. Employee's rights and obligations under this
      Agreement are personal and such rights, benefits, and obligations of Employee
      shall not be voluntarily or involuntarily assigned, alienated, or transferred,
      whether by operation of law or otherwise, without the prior written consent
      of
      Employer, other than in the case of death or Permanent Disability of Employee.
      

    


    7.9    This
      Agreement replaces and merges any previous agreements and discussions pertaining
      to the subject matter covered herein, including, without limitation, the Prior
      Agreement. This Agreement constitutes the entire agreement of the parties with
      regard to the terms of Employee's employment, termination of employment and
      severance benefits, and contains all of the covenants, promises,
      representations, warranties, and agreements between the parties with respect
      to
      such matters. Each party to this Agreement acknowledges that no representation,
      inducement, promise, or agreement, oral or written, has been made by either
      party with respect to the foregoing matters which is not embodied herein, and
      that no agreement, statement, or promise relating to the employment of Employee
      by Employer that is not contained in this Agreement shall be valid or binding.
      This Agreement may not be amended orally, but only by an instrument in writing
      signed by each of the parties to this Agreement; provided, however, the Employer
      may, solely to the extent necessary to comply with Section 409A of the Code,
      modify the terms of this Agreement if it is determined that such terms would
      subject any payments or benefits hereunder to the additional tax and/or interest
      assessed under Section 409A of the Code. 

    


    7.10         
      Notwithstanding
      any provision of this Agreement to the contrary, the parties' respective rights
      and obligations under Articles 3, 4, 5, 6, and this Article 7 will survive
      any
      termination or expiration of this Agreement or the termination of Employee's
      employment for any reason whatsoever.

    


    7.11         
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and effect.

    


    7.12         
      This
      Agreement may be executed in one or more counterparts, each of which shall
      deemed to be in an original but all of which together will constitute one and
      the same instrument.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Employer and Employee have duly executed this Agreement in multiple originals
      to
      be effective as of the Effective Date. 

    


    
      	 	 	
              EMPLOYER

            	 
	 	 	 	 	 
	 	 	
              ALPHA
                NATURAL RESOURCES SERVICES, LLC

            	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Vaughn R. Groves

            	 
	 	 	
              Name:
                Vaughn R. Groves

            	 
	 	 	
              Title:
                Vice President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              EMPLOYEE

            	 
	 	 	 	 	 
	 	 	
              /s/
                Kevin S. Crutchfield

            	 
	 	 	
              Kevin
                S. Crutchfield

            	 


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    ANNEX
      A

    


    SEPARATION
      OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

    


    THIS
      SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made
      as of this _____ day of ___________, _____, by and between Alpha Natural
      Resources Services, LLC (the “Company”) and Kevin S. Crutchfield
      (“Executive”).

    


    WHEREAS,
      the Executive formerly was employed by the Company as ____________;
      and

    


    WHEREAS,
      the Company employs Executive pursuant to the terms and conditions set forth
      in
      that certain Employment Agreement effective as of January 1, 2006 between
      Executive and the Company, that was amended and restated as of January __,
      2007
      (as amended from time to time, the “Employment Agreement”) which provides for
      certain payments and benefits in the event that the Executive's employment
      is
      terminated under certain circumstances; and

    


    WHEREAS,
      an express condition of the Executive's entitlement to the payments and benefits
      under the Employment Agreement is the execution of a general release in the
      form
      set forth below; and

    


    WHEREAS,
      the Executive and the Company mutually desire to terminate the Executive's
      employment effective _____________ ____, ____ (“Date of
      Termination”).

    


    NOW,
      THEREFORE, IT IS HEREBY AGREED by and between the Executive and the Company
      as
      follows:

    


    1.    (a)    The
      Executive, for and in consideration of the commitments of the Company as set
      forth in paragraph 5 of this Agreement, and intending to be legally bound,
      does
      hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates,
      predecessors, subsidiaries and parents, and their present or former officers,
      directors, shareholders, employees, and agents, and its and their respective
      successors, assigns, heirs, executors, and administrators and the current and
      former trustees or administrators of any pension or other benefit plan
      applicable to the employees or former employees of the Company (collectively,
      “Releasees”) from all causes of action, suits, debts, claims and demands
      whatsoever in law or in equity, which the Executive ever had, now has, or
      hereafter may have, whether known or unknown, or which the Executive's heirs,
      executors, or administrators may have, by reason of any matter, cause or thing
      whatsoever, from any time prior to the date of this Agreement, and particularly,
      but without limitation of the foregoing general terms, any claims arising from
      or relating in any way to the Executive's employment relationship with the
      Company, the terms and conditions of that employment relationship, and the
      termination of that employment relationship, including, but not limited to,
      any
      claims arising under the Age Discrimination in Employment Act, the Older Workers
      Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans
      with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee
      Retirement Income Security Act of 1974, and any other claims under any federal,
      state or local common law, statutory, or regulatory provision, now or hereafter
      recognized, and any claims for attorneys' fees and costs. This Agreement is
      effective without regard to the legal nature of the claims raised and without
      regard to whether any such claims are based upon tort, equity, implied or
      express contract or discrimination of any sort.


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    (b)    To
      the
      fullest extent permitted by law, and subject to the provisions of
      paragraph 10 and paragraph 12 below, the Executive represents and affirms
      that the Executive has not filed or caused to be filed on the Executive's behalf
      any charge, complaint or claim for relief against the Company or any Releasee
      and, to the best of the Executive's knowledge and belief, no outstanding
      charges, complaints or claims for relief have been filed or asserted against
      the
      Company or any Releasee on the Executive's behalf; and the Executive has not
      reported any improper, unethical or illegal conduct or activities to any
      supervisor, manager, department head, human resources representative, agent
      or
      other representative of the Company or any Releasee, to any member of the
      Company's or any Releasee's legal or compliance departments, or to the ethics
      hotline, and has no knowledge of any such improper, unethical or illegal conduct
      or activities. In the event that there is outstanding any such charge, complaint
      or claim for relief, Executive agrees to seek its immediate withdrawal and
      dismissal with prejudice. In the event that for any reason said charge,
      complaint or claim for relief cannot be withdrawn, Executive shall not
      voluntarily testify, provide documents or otherwise participate in any
      investigation or litigation arising therefrom or associated therewith and shall
      execute such other papers or documents as the Company's counsel determines
      may
      be necessary to have said charge, complaint or claim for relief dismissed with
      prejudice. Nothing herein shall prevent Executive from testifying in any cause
      of action when required to do so by process of law. Executive shall promptly
      inform the Company if called upon to testify.

    


    (c)    Executive
      does not waive any right to file a charge with the Equal Employment Opportunity
      Commission (“EEOC”) or participate in an investigation or proceeding conducted
      by the EEOC, but explicitly waives any right to file a personal lawsuit or
      receive monetary damages that the EEOC might recover if said charge results
      in
      an EEOC lawsuit against the Company or Releasees.

    


    2.    In
      consideration of the Company's agreements as set forth in paragraph 5 herein,
      the Executive agrees to comply with the limitations described in Article 5
      of
      the Employment Agreement.

    


    3.    The
      Executive further agrees and recognizes that the Executive has permanently
      and
      irrevocably severed the Executive's employment relationship with the Company,
      that the Executive shall not seek employment with the Company or any affiliated
      entity at any time in the future, and that the Company has no obligation to
      employ him in the future.

    


    4.    The
      Executive further agrees that the Executive will not disparage or subvert the
      Company or any Releasee, or make any statement reflecting negatively on the
      Company, its affiliated corporations or entities, or any of their officers,
      directors, employees, agents or representatives, including, but not limited
      to,
      any matters relating to the operation or management of the Company or any
      Releasee, the Executive's employment and the termination of the Executive's
      employment, irrespective of the truthfulness or falsity of such
      statement.

    


    5.    In
      consideration for the Executive's promises, as set forth herein, the Company
      agrees to pay or provide to or for the Executive the payments and benefits
      described in the Employment Agreement, the provisions of which are incorporated
      herein by reference. Except as set forth in this Agreement, it is expressly
      agreed and understood that Releasees do not have, and will not have, any
      obligations to provide the Executive at any time in the future with any
      payments, benefits or considerations other than those recited in this paragraph,
      or those required by law, other than under the terms of any benefit plans which
      provide benefits or payments to former employees according to their
      terms.


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    6.    The
      Executive understands and agrees that the payments, benefits and agreements
      provided in this Agreement are being provided to him in consideration for the
      Executive's acceptance and execution of, and in reliance upon the Executive's
      representations in, this Agreement. The Executive acknowledges that if the
      Executive had not executed this Agreement containing a release of all claims
      against the Releasees, the Executive would not have been entitled to the
      payments and benefits set forth in the Employment Agreement. 

    


    7.    The
      Executive acknowledges and agrees that this Agreement and the Employment
      Agreement supersede any employment agreement or offer letter the Executive
      has
      with the Company or any Releasee. To the extent Executive has entered into
      any
      other enforceable written agreement with the Company or any Releasee that
      contains provisions that are outside the scope of this Agreement and the
      Employment Agreement and are not in direct conflict with the provisions in
      this
      Agreement or the Employment Agreement, the terms in this Agreement and the
      Employment Agreement shall not supercede, but shall be in addition to, any
      other
      such agreement. Except as set forth expressly herein, no promises or
      representations have been made to Executive in connection with the termination
      of the Executive's Employment Agreement, if any, or offer letter, if any, with
      the Company, or the terms of this Agreement.

    


    8.    The
      Executive agrees not to disclose the terms of this Agreement or the Employment
      Agreement to anyone, except the Executive's spouse, attorney and, as necessary,
      tax/financial advisor. It is expressly understood that any violation of the
      confidentiality obligation imposed hereunder constitutes a material breach
      of
      this Agreement.

    


    9.    The
      Executive represents that the Executive does not, without the Company's prior
      written consent, presently have in the Executive's possession any records and
      business documents, whether on computer or hard copy, and other materials
      (including but not limited to computer disks and tapes, computer programs and
      software, office keys, correspondence, files, customer lists, technical
      information, customer information, pricing information, business strategies
      and
      plans, sales records and all copies thereof) (collectively, the “Corporate
      Records”) provided by the Company and/or its predecessors, subsidiaries or
      affiliates or obtained as a result of the Executive's prior employment with
      the
      Company and/or its predecessors, subsidiaries or affiliates, or created by
      the
      Executive while employed by or rendering services to the Company and/or its
      predecessors, subsidiaries or affiliates. The Executive acknowledges that all
      such Corporate Records are the property of the Company. In addition, the
      Executive shall promptly return in good condition any and all Company owned
      equipment or property, including, but not limited to, automobiles, personal
      data
      assistants, facsimile machines, copy machines, pagers, credit cards, cellular
      telephone equipment, business cards, laptops, computers, and any other items
      requested by the Company. As of the Date of Termination, the Company will make
      arrangements to remove, terminate or transfer any and all business communication
      lines including network access, cellular phone, fax line and other business
      numbers.


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    10.    Nothing
      in this Agreement shall prohibit or restrict the Executive from: (i) making
      any disclosure of information required by law; (ii) providing information
      to, or testifying or otherwise assisting in any investigation or proceeding
      brought by, any federal regulatory or law enforcement agency or legislative
      body, any self-regulatory organization, or the Company's designated legal,
      compliance or human resources officers; or (iii) filing, testifying,
      participating in or otherwise assisting in a proceeding relating to an alleged
      violation of any federal, state or municipal law relating to fraud, or any
      rule
      or regulation of the Securities and Exchange Commission or any self-regulatory
      organization.

    


    11.    The
      parties agree and acknowledge that the agreement by the Company described
      herein, and the settlement and termination of any asserted or unasserted claims
      against the Releasees, are not and shall not be construed to be an admission
      of
      any violation of any federal, state or local statute or regulation, or of any
      duty owed by any of the Releasees to the Executive.

    


    12.    The
      Executive agrees and recognizes that should the Executive breach any of the
      obligations or covenants set forth in this Agreement, the Company will have
      no
      further obligation to provide the Executive with the consideration set forth
      herein, and will have the right to seek repayment of all consideration paid
      up
      to the time of any such breach. Further, the Executive acknowledges in the
      event
      of a breach of this Agreement, Releasees may seek any and all appropriate relief
      for any such breach, including equitable relief and/or money damages, attorneys'
      fees and costs. Notwithstanding the foregoing, in the event the Company fails
      to
      perform any material obligation under the Employment Agreement, including,
      without limitation, the failure of the Company to make timely payments of monies
      due to Executive under Article 3 of the Employment Agreement, this Release
      shall
      be null and void and Executive shall have the right to pursue any and all
      appropriate relief for any such failure, including monetary damages, attorneys'
      fees and costs; provided, that (i) Executive has notified the Company in writing
      within 30 days of the date of the failure of the Company to perform such
      material obligation and (ii) such failure remains uncorrected and/or uncontested
      by the Company for 15 days following the date of such notice. 

    


    13.    The
      Executive further agrees that the Company shall be entitled to preliminary
      and
      permanent injunctive relief, without the necessity of proving actual damages,
      as
      well as to an equitable accounting of all earnings, profits and other benefits
      arising from any violations of this Agreement, which rights shall be cumulative
      and in addition to any other rights or remedies to which the Company may be
      entitled.

    


    14.    This
      Agreement and the obligations of the parties hereunder shall be construed,
      interpreted and enforced in accordance with the laws of the Commonwealth of
      Virginia.

    


    15.    The
      parties agree that this Agreement shall be deemed to have been made and entered
      into in Abingdon, Virginia. Jurisdiction and venue in any proceeding by the
      Company or Executive to enforce their rights hereunder is specifically limited
      to any court geographically located in Virginia.

    


    16.    The
      Executive certifies and acknowledges as follows:


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    (a)    That
      the
      Executive has read the terms of this Agreement, and that the Executive
      understands its terms and effects, including the fact that the Executive has
      agreed to RELEASE AND FOREVER DISCHARGE the Releasees from any legal action
      arising out of the Executive's employment relationship with the Company and
      the
      termination of that employment relationship; and

    


    (b)    That
      the
      Executive has signed this Agreement voluntarily and knowingly in exchange for
      the consideration described herein, which the Executive acknowledges is adequate
      and satisfactory to him and which the Executive acknowledges is in addition
      to
      any other benefits to which the Executive is otherwise entitled;
      and

    


    (c)    That
      the
      Executive has been and is hereby advised in writing to consult with an attorney
      prior to signing this Agreement; and

    


    (d)    That
      the
      Executive does not waive rights or claims that may arise after the date this
      Agreement is executed; and

    


    (e)    That
      the
      Company has provided Executive with a period of [twenty-one (21)] or [forty-five
      (45)] days within which to consider this Agreement, and that the Executive
      has
      signed on the date indicated below after concluding that this Separation of
      Employment Agreement and General Release is satisfactory to Executive;
      and

    


    (f)    The
      Executive acknowledges that this Agreement may be revoked by him within seven
      (7) days after execution, and it shall not become effective until the expiration
      of such seven (7) day revocation period. In the event of a timely revocation
      by
      the Executive, this Agreement will be deemed null and void and the Company
      will
      have no obligations hereunder.

    


    [SIGNATURE
      PAGE FOLLOWS]



    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    Intending
      to be legally bound hereby, the Executive and the Company executed the foregoing
      Separation of Employment Agreement and General Release this ______ day of
      ______________, _____.

    


    


    
      	  
	 	 	
              Witness:

            	  
	 
	
              Kevin
                S. Crutchfield

            	 	 	 	 	 


    

     

    


    ALPHA
      NATURAL RESOURCES SERVICES, LLC

    


    


    
      	
              By:

            	  
	 	
              Witness:

            	  
	 
	
              Name:

            	  
	 	 	 	 
	
              Title:

            	  
	 	 	 	 


    

     

     

    A-6