Exhibit 10.14


    
      
        

      

    


    Exhibit
      10.14 

    


    ALPHA
      NATURAL RESOURCES ANNUAL INCENTIVE BONUS (AIB) PLAN

    


    ARTICLE
      1

    


    STATEMENT
      OF PURPOSE

    


    Alpha
      Natural Resources' compensation policies are intended to support the Company's
      overall objective of enhancing stockholder value. In furtherance of this
      philosophy, the Alpha Natural Resources Annual Incentive Bonus (AIB) Plan is
      designed to provide incentives for business performance, reward contributions
      towards goals consistent with the Company's business strategy and enable the
      Company to attract and retain highly qualified executive officers and other
      key
      employees.

     

    ARTICLE
      2

    


    DEFINITIONS

    


    The
      terms
      used in this Plan include the feminine as well as the masculine gender and
      the
      plural as well as the singular, as the context in which they are used requires.
      The following terms, unless the context requires otherwise, are defined as
      follows:

    


    
      	
              2.1

            	
              "ALPHA
                NATURAL RESOURCES" means ANR Holdings, LLC, Alpha Natural Resources,
                LLC,
                or any successor to its obligations under this
                Plan.

            


    

    


    
      	
              2.2

            	
              "BONUS"
                means the incentive compensation determined by the Committee under
                Section
                4.4 of the Plan payable in cash.

            


    

    


    
      	
              2.3

            	
              "BOARD"
                means the Alpha Natural Resources Board of
                Directors.

            


    

    


    
      	
              2.4

            	
              "CODE"
                means the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	
              2.5

            	
              "COMMITTEE"
                means the Compensation Committee of the Board or any successor committee
                with responsibility for compensation, or any subcommittee, as long
                as the
                number of Committee members and their qualifications shall at all
                times be
                sufficient to meet the applicable requirements for "outside directors"
                under Section 162(m) and the regulations thereunder, as in effect
                from
                time to time, and the independence requirements of the New York Stock
                Exchange, Inc. or any other applicable exchange on which Alpha Natural
                Resources' common equity is at the time
                listed.

            


    

    


    
      	
              2.6

            	
              "COMPANY"
                means Alpha Natural Resources and any of its Subsidiaries or parent
                company that adopt this Plan or that have employees who are participants
                under this Plan.

            


    

    


    
      	
              2.7

            	
              "DISABILITY"
                means permanent and total disability as defined in Code Section
                22(e)(3).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              2.8

            	
              "EXECUTIVE
                OFFICER" means any Company employee who is an "executive officer"
                as
                defined in Rule 3b-7 promulgated under the Exchange
                Act.

            


    

    


    
      	
              2.9

            	
              "EXCHANGE
                ACT" means the Securities Exchange Act of 1934, as
                amended.

            


    

    


    
      	
              2.10

            	
              "PARTICIPANT"
                means an Executive Officer or key management employee as described
                in
                Article 3 of this Plan.

            


    

    


    
      	
              2.11

            	
              "PERFORMANCE
                PERIOD" means the period for which a Bonus may be made. Unless otherwise
                specified by the Committee, the Performance Period shall be a calendar
                year, beginning on January 1 of any
                year.

            


    

    


    
      	
              2.12

            	
              "PLAN"
                means the Alpha Natural Resources Annual Incentive Bonus (AIB) Plan,
                as it
                may be amended from time to time.

            


    

    


    
      	
              2.13

            	
              "RETIREMENT"
                means a Termination of Employment, after appropriate notice to the
                Company, (a) on or after the earliest permissible retirement date
                under a
                qualified pension or retirement plan of the Company or (b) upon such
                terms
                and conditions approved by the Committee, or officers of the Company
                designated by the Board or the
                Committee.

            


    

    


    
      	
              2.14

            	
              "SEC"
                means the Securities and Exchange
                Commission.

            


    

    


    
      	
              2.15

            	
              "SECTION
                162(M)" means Code Section 162(m) and regulations promulgated thereunder
                by the Secretary of the Treasury.

            


    

    


    
      	
              2.16

            	
              "SUBSIDIARY"
                means any corporation, partnership, limited liability company, association
                or other entity of which securities or other ownership interests
                representing more than 50% of the equity or more than 50% of the
                ordinary
                voting power or more than 50% of the general partnership interests
                are, at
                the time any determination is being made, directly or indirectly
                owned by
                Alpha Natural Resources.

            


    

    


    
      	
              2.17

            	
              "TERMINATION
                OF EMPLOYMENT" means (a) the termination of the Participant's active
                employment relationship with the Company, unless otherwise expressly
                provided by the Committee, or (b) the occurrence of a transaction
                by which
                the Participant's employing Company ceases to be a
                Subsidiary.

            


    

     

    ARTICLE
      3

    


    PARTICIPATION

    


    An
      Executive Officer or other key employee of the Company designated by the
      Committee shall be a Participant in this Plan and shall continue to be a
      Participant until any Bonus he may receive has been paid or forfeited under
      the
      terms of this Plan. Not later than 90 days after the beginning of each
      Performance Period, the Committee shall designate, by name or position title,
      the Plan Participants for such Performance Period.


    
      
        
        

      

      
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    ARTICLE
      4

    


    INCENTIVE
      BONUSES

    


    
      	
              4.1

            	
              OBJECTIVE
                PERFORMANCE GOALS. The Committee shall establish written, objective
                performance goals for each Performance Period not later than 90 days
                after
                the beginning of such Performance Period (but not after more than
                25% of
                such Performance Period has elapsed), except in the case of the 2004
                Performance Period, for which performance goals shall be established
                at
                the time this Plan is approved by the Committee. The objective performance
                goals shall be stated as specific amounts of, or specific changes
                in, one
                or more of the financial measures described in Section 4.2. Objective
                performance goals may also include operational goals such as:
                productivity, safety, other strategic objectives and individual
                performance goals. The objective performance goals need not be the
                same
                for different Performance Periods and for any Performance Period
                may be
                stated: (a) as goals for Alpha Natural Resources, for one or more
                of its
                Subsidiaries, divisions, business or organizational units, or for
                any
                combination of the foregoing; (b) on an absolute basis or relative
                to the
                performance of other companies or of a specified index or indices,
                or be
                based on any combination of the foregoing; and (c) separately for
                one or
                more of the Participants, collectively for Participants holding the
                same
                position title or for the entire group of Participants, or in any
                combination of the foregoing.

            


    

    


    
      	
              4.2

            	
              FINANCIAL
                MEASURES. The Committee shall use any one or more of the following
                financial measures to establish objective performance goals under
                Section
                4.1: earnings, operating earnings, earnings per share, operating
                earnings
                per share, earnings before interest taxes depreciation and amortization
                (EBITDA), revenues, stockholders' equity, return on equity, return
                on
                assets, return on invested capital, economic value added, operating
                margins, cash flow, total stockholder return, expenses, debt-to-capital
                ratio or market share. The Committee may specify any reasonable definition
                of the financial measures it uses. Such definitions may provide for
                reasonable adjustments and may include or exclude items, including
                but not
                limited to: realized investment gains and losses; extraordinary,
                unusual
                or non-recurring items; effects of accounting changes, currency
                fluctuations, acquisitions, divestitures, or necessary financing
                activities; recapitalizations, including stock splits and dividends;
                expenses for restructuring or productivity initiatives; and other
                non-operating items.

            


    

    


    
      	
              4.3

            	
              PERFORMANCE
                EVALUATION. Within a reasonable time after the close of a Performance
                Period, the Committee shall determine whether the objective performance
                goals established for that Performance Period have been met by the
                respective Participants. If the objective performance goals and any
                other
                material terms established by the Committee have been met by a
                Participant, the Committee shall so certify in writing with respect
                to
                such Participant.

            


    

    


    
      	
              4.4

            	
              BONUS.
                If the Committee has made the written certification under Section
                4.3 for
                a Performance Period, each Participant to whom the certification
                applies
                shall be eligible for a Bonus for the Performance Period. The Bonus
                for
                each such Participant shall not exceed 200% of the Participant's
                base
                salary in effect on the first day of the applicable Performance Period
                (which shall be January 1 for a calendar year Performance Period).
                In
                addition, the maximum amount that any one Participant may receive
                in any
                fiscal year under this plan is $10,000,000. For any Performance Period,
                however, the Committee shall have sole and absolute discretion to
                reduce
                the amount of, or eliminate entirely, the Bonus to one or more of
                the
                Participants based upon the Committee's review of the objective
                performance goals for each Participant pursuant to Section
                4.3.

            


    


    
      
        
        

      

      
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              4.5

            	
              PAYMENT
                OR DEFERRAL OF THE BONUS.

            


    

    


    (a)    As
      soon
      as practicable after the Committee's determination under Section 4.4, but
      subject to Section 4.5(b), the Company shall pay the Bonus to the Participant.
      The target timing for the payments under the Plan shall be on or before the
      date
      that is three months after the end of the Performance Period. The Company shall
      have the right to deduct from any Bonus, any applicable Federal, state and
      local
      income and employment taxes, and any other amounts that the Company is otherwise
      required to deduct.

    


    (b)    Subject
      to the Committee's approval and applicable law, Participants may request that
      payments of a Bonus be deferred under a deferred compensation arrangement
      maintained by the Company by making a deferral election pursuant to such rules
      and procedures as the Committee may establish from time to time.

    


    
      	
              4.6

            	
              ELIGIBILITY
                FOR PAYMENTS.

            


    

    


    (a)    Except
      as
      otherwise provided in this Section 4.6, a Participant shall be eligible to
      receive a Bonus for a Performance Period only if such Participant is employed
      by
      the Company continuously from the beginning of the Performance Period to the
      end
      of the Performance Period.

    


    (b)    Under
      Section 4.6(a), a leave of absence that lasts less than three months and that
      is
      approved in accordance with applicable Company policies is not a break in
      continuous employment. In the case of a leave of absence of three months or
      longer: (1) the Committee shall determine whether the leave of absence
      constitutes a break in continuous employment, and (2) if a Participant is on
      a
      leave of absence on the date that a Bonus or payment of the Bonus is to be
      made,
      the Committee may require that the Participant return to active employment
      with
      the Company at the end of the leave of absence as a condition of receiving
      the
      Bonus or payment. Any determination as to a Participant's eligibility for a
      Bonus or payment under this Section 4.6(b) may be deferred for a reasonable
      period after such Participant's return to active employment.

    


    (c)    The
      Committee may determine, in its sole discretion, that a Bonus will be payable
      pro-rata for a Participant who either (1) becomes eligible to participate during
      the Performance Period due to commencement of his employment or his promotion
      during such Performance Period, or (2) terminates his employment with the
      Company during such Performance Period due to his death, Retirement or
      Disability. Notwithstanding the foregoing, (x) no Bonus will be payable for
      a
      Performance Period to an employee who first becomes eligible to participate
      during the fourth quarter of such Performance Period and (y) any Bonus payable
      to a Participant who is promoted during the fourth quarter of a Performance
      Period will be based on the performance goals and bonus amounts determined
      for
      employees of the same level of position as was such Participant prior to his
      promotion.


    
      
        
        

      

      
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    ARTICLE
      5

    


    ADMINISTRATION

    


    
      	
              5.1

            	
              GENERAL
                ADMINISTRATION. This Plan shall be administered by the Committee,
                subject
                to such requirements for review and approval by the Board as the
                Board may
                establish. Subject to the terms and conditions of this Plan and Section
                162(m), the Committee is authorized and empowered in its sole discretion
                to select or approve Participants and to make Bonuses in such amounts
                and
                upon such terms and conditions as it shall determine. The Committee
                may,
                with respect to Participants whom the Committee determines are not
                likely
                to be subject to Section 162(m) of the Code, delegate such of its
                powers
                and authority under the Plan to the Company's officers as it deems
                necessary or appropriate. In the event of such delegation, all references
                to the Committee in this Plan shall be deemed references to such
                officers
                as it relates to those aspects of the Plan that have been
                delegated.

            


    

    


    
      	
              5.2

            	
              ADMINISTRATIVE
                RULES. The Committee shall have full power and authority to adopt,
                amend
                and rescind administrative guidelines, rules and regulations pertaining
                to
                this Plan and to interpret this Plan and rule on any questions respecting
                any of its provisions, terms and
                conditions.

            


    

    


    
      	
              5.3

            	
              COMMITTEE
                MEMBERS NOT ELIGIBLE. No member of the Committee shall be eligible
                to
                participate in this Plan.

            


    

    


    
      	
              5.4

            	
              COMMITTEE
                MEMBERS NOT LIABLE. The Committee and each of its members shall be
                entitled to rely upon certificates of appropriate officers of the
                Company
                with respect to financial and statistical data in order to determine
                if
                the objective performance goals for a Performance Period have been
                met.
                Neither the Committee nor any member shall be liable for any action
                or
                determination made in good faith with respect to this Plan or any
                Bonus
                made hereunder.

            


    

    


    
      	
              5.5

            	
              DECISIONS
                BINDING. All decisions, actions and interpretations of the Committee
                concerning this Plan shall be final and binding on Alpha Natural
                Resources
                and its Subsidiaries and their respective boards of directors, and
                on all
                Participants and other persons claiming rights under this
                Plan.

            


    

    


    
      	
              5.6

            	
              APPLICATION
                OF SECTION 162(m); STOCKHOLDER
                APPROVAL.

            


    

    


    (a)    This
      Plan
      is intended to be administered, interpreted and construed so that Bonus payments
      remain tax deductible to the Company and unlimited by Section 162(m), which
      restricts under certain circumstances the Federal income tax deduction for
      compensation paid by a public company to named executives in excess of $1
      million per year. As of this Plan's effective date, the exemption is based
      on
      Treasury Regulation Section 1.162-27(f), which generally exempts from the
      application of Section 162(m) compensation paid pursuant to a plan that existed
      before a company becomes publicly held. Under such Treasury Regulation, this
      exemption is available to this Plan for the duration of the period that lasts
      until the earlier of the expiration or material modification of this Plan or
      the
      first meeting of stockholders at which directors are to be elected that occurs
      after the close of the third calendar year following the calendar year in which
      the Company first becomes subject to the reporting obligations of Section 12
      of
      the Exchange Act. The Committee, or the Board, may, without stockholder
      approval, amend this Plan retroactively or prospectively to the extent it
      determines necessary to comply with any subsequent amendment or clarification
      of
      Section 162(m) required to preserve the Company's Federal income tax deduction
      for compensation paid pursuant to this Plan.


    
      
        
        

      

      
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    (b)    To
      the
      extent that the Committee determines that the exemption described in Section
      5.6(a) above is no longer available with respect to a Bonus, such Bonus shall
      be
      intended to satisfy the applicable requirements for the performance-based
      compensation exception under Section 162(m) and shall be contingent upon
      stockholder approval of this Plan in accordance with Section 162(m), the
      regulations thereunder and other applicable U.S. Treasury regulations. Unless
      and until such stockholder approval is obtained, no Bonus shall be made under
      this Plan.

    


    ARTICLE
      6

    


    AMENDMENTS;
      TERMINATION

    


    This
      Plan
      may be amended or terminated by the Board or the Committee. All amendments
      to
      this Plan, including an amendment to terminate this Plan, shall be in writing.
      An amendment to this Plan shall not be effective without the prior approval
      of
      the stockholders of Alpha Natural Resources if such approval is necessary to
      continue to qualify Bonuses as performance-based compensation under Section
      162(m), or otherwise under Treasury or SEC regulations, the rules of the New
      York Stock Exchange, Inc. or any other applicable exchange or any other
      applicable law or regulations. Unless otherwise expressly provided by the Board
      or the Committee, no amendment to this Plan shall apply to Bonuses made before
      the effective date of such amendment. A Participant's rights with respect to
      any
      Bonuses made to him may not be abridged by any amendment, modification or
      termination of this Plan without his individual consent.

    


    ARTICLE
      7

    


    OTHER
      PROVISIONS

    


    
      	
              7.1

            	
              DURATION
                OF THE PLAN. This Plan is effective as of January 1, 2004 (the "Effective
                Date"). This Plan shall remain in effect until all Bonuses made under
                this
                Plan have been paid or forfeited under the terms of this Plan, and
                all
                Performance Periods related to Awards made under this Plan have expired.
                No Bonuses may be made under this Plan for any Performance Period
                that
                would end after the expiration of the exemption referred to in Section
                5.6, unless the Board, subject to any stockholder approval that may
                then
                be required to continue to qualify this Plan as a performance-based
                plan
                under Section 162(m), extends this
                Plan.

            


    


    
      
        
        

      

      
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              7.2

            	
              BONUSES
                NOT ASSIGNABLE. No Bonus or any right thereto shall be assignable
                or
                transferable by a Participant except by will or by the laws of descent
                and
                distribution. Any other attempted assignment or alienation shall
                be void
                and of no force or effect.

            


    

    


    
      	
              7.3

            	
              PARTICIPANT'S
                RIGHTS. The right of any Participant to receive any payments under
                a Bonus
                granted to such Participant pursuant to the provisions of this Plan
                shall
                be an unsecured claim against the general assets of the Company.
                This Plan
                shall not create, nor be construed in any manner as having created,
                any
                right by a Participant to any Bonus for a Performance Period because
                of a
                Participant's participation in this Plan for any prior Performance
                Period,
                or because the Committee has made a written certification under Section
                4.3 for the Performance Period. Moreover, there is not obligation
                for
                uniform treatment for Participants under this
                Plan.

            


    

    


    
      	
              7.4

            	
              TERMINATION
                OF EMPLOYMENT. The Company retains the right to terminate the employment
                of any Participant or other employee at any time for any reason or
                no
                reason, and a Bonus is not, and shall not be construed in any manner
                to
                be, a waiver of such right.

            


    

    


    
      	
              7.5

            	
              EXCLUSION
                FROM BENEFITS. Bonuses under this Plan shall not constitute compensation
                for the purpose of determining participation or benefits under any
                other
                plan of the Company unless specifically included as compensation
                in such
                other plan. Notwithstanding anything to the contrary contained herein,
                the
                Company may provide employer contributions, including direct or matching
                contributions, pursuant to its 401(k) plan or pension plan in connection
                with Bonuses awarded to Participants pursuant to this
                Plan.

            


    

    


    
      	
              7.6

            	
              SUCCESSORS.
                Any successor (whether direct or indirect, by purchase, merger,
                consolidation or otherwise) to all or substantially all of Alpha
                Natural
                Resources' business or assets, shall assume Alpha Natural Resources'
                liabilities under this Plan and perform any duties and responsibilities
                in
                the same manner and to the same extent that Alpha Natural Resources
                would
                be required to perform if no such succession had taken
                place.

            


    

    


    
      	
              7.7

            	
              LAW
                GOVERNING CONSTRUCTION. The construction and administration of this
                Plan
                and all questions pertaining thereto shall be governed by the laws
                of the
                State of Delaware, except to the extent that such law is preempted
                by
                Federal law.

            


    

    


    
      	
              7.8

            	
              HEADINGS
                NOT A PART HERETO. Any headings preceding the text of the several
                Articles, Sections, subsections, or paragraphs hereof are inserted
                solely
                for convenience of reference and shall not constitute a part of this
                Plan,
                nor shall they affect its meaning, construction or
                effect.

            


    

    


    
      	
              7.9

            	
              SEVERABILITY
                OF PROVISIONS. If any provision of this Plan is determined to be
                void by
                any court of competent jurisdiction, this Plan shall continue to
                operate
                and, for the purposes of the jurisdiction of the court only, shall
                be
                deemed not to include the provision determined to be
                void.

            


    

     

     

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