directorcompamendment.htm


    Exhibit
10.37

    


    Alpha
Natural Resources, Inc.

    2005
Long-Term Incentive Plan

    


    DIRECTOR
DEFERRED COMPENSATION AGREEMENT

    


    


    This Director Deferred Compensation Agreement, as amended (this
“Agreement”), is entered into by and between Alpha Natural Resources, Inc., a Delaware corporation
(the “Company”), and __________________________ (“Director”), effective
____________. 

    


    RECITALS

    


    WHEREAS, the Company has
established the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan
(the “Plan”) to advance the interests of the Company and its stockholders
by providing incentives to certain eligible persons who contribute significantly
to the strategic and long-term performance objectives and growth of the Company
and any parent, subsidiary or affiliate of the Company.  All
capitalized terms not otherwise defined in this Agreement have the same meaning
given such capitalized terms in the Plan.

    


    WHEREAS, the Board of
Directors of the Company (the “Board”) has authorized the grant by the Company
to Non-Employee Directors of the Board, in consideration for serving on the
Board and, in the case of (iv) and (v) below, as applicable, committees of the
Board, the following cash compensation: (i) an annual cash retainer (“Annual
Board Retainer”); (ii) in the case of the Lead Independent Director, an annual
cash retainer (the "Annual Lead Director Retainer"); (iii) fees for attending
Board meetings (“Board Meeting Fees”); (iv) an annual cash retainer for serving
as the chairman of a committee of the Board (“Annual Committee Chair Retainer”);
and (v) fees for attending Board committee meetings (“Committee Meeting Fees”,
and together with the Annual Board Retainer, Annual Lead Director Retainer,
Board Meeting Fees and Annual Committee Chair Retainer,
“Compensation”);

    


    WHEREAS, pursuant to Section
11 of the Plan, a Non-Employee Director may elect to defer delivery of
Compensation that would otherwise be payable to the Non-Employee Director under
the Plan, with the permission of and on such terms as are established by the
Committee (as such term is defined in the Plan) in its discretion;

    


    WHEREAS, the Committee has
determined that a Non-Employee Director may elect to defer the receipt of such
Compensation, on the terms set forth in this Agreement, by entering into this
Agreement and executing and delivering to the Company an Election Form (as
defined below) to that effect;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS, Director is a
Participant for purposes of the Plan;

    


    WHEREAS, the Company and
Director desire to establish the terms upon which Director may elect to defer
all or a portion of his or her Compensation;

    


    WHEREAS, the Company and
Director desire to clarify, amend and restate the terms and conditions under
which deferrals, including prior deferrals, are governed; and

    


    WHEREAS, pursuant to the
provisions of the Plan, the Committee or its Designated Administrator has full
power and authority to direct the execution and delivery of this Agreement in
the name and on behalf of the Company, and has authorized the execution and
delivery of this Agreement.

    


    NOW, THEREFORE, in consideration of
the mutual covenants and promises contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:

    


    AGREEMENT

    


    Section 1. Election
to Defer.  Director may elect to defer, in accordance with the
terms set forth in Section 2 of this Agreement, receipt of up to 100%
of  the Compensation payable to him or her until the date of a
distribution event described in Section 4.  If such an election is
made, the Compensation shall, at the election of the Director, either be
credited to the Cash Account (as defined below) established for the Director, or
credited to the Director’s Share Unit Account, and converted to Share Units
pursuant to Section 3 of this Agreement.

    


    Section 2. Deferral
Election and Election Form.  Director may make an election to
defer up to 100% of  the Compensation payable to him or her by
completing and delivering an election form in the form attached hereto as Exhibit A (the
“Election Form”) to the Company.  An Election Form delivered to the
Company with respect to Compensation shall indicate whether the amount of such
Compensation shall be credited to the Director’s Cash Account or Share Unit
Account; provided, that if an
Election Form delivered to the Company with respect to Compensation does not
indicate whether the amount of such Compensation shall be credited to the
Director’s Cash Account or Share Unit Account, the amount of such Compensation
shall be credited to the Director’s Cash Account.  An Election Form
effective for Compensation payable to he Director must be delivered to the
Company prior to the first day of the calendar year in which the Director's
annual service period begins and shall apply only to Compensation earned and
otherwise payable for service periods beginning after the end of the calendar
year in which such Election Form is delivered to the Company.  If,
however, the Director is newly eligible to participate in the Plan, the Director
may make an election and deliver the Election Form to the Company within 30 days
after the date on which Director initially became eligible to defer such
Compensation and otherwise participate in the Plan; provided, however, any
such  Election Form will apply only to Compensation earned and payable
after the date on which the Election Form is delivered to the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company.  An
Election Form will remain in effect from year to year and be irrevocable unless
otherwise changed in a timely manner; provided, however, if
the Director suffers a disability, receives a distribution on account of
Unforeseeable Emergency or dies, the Director's deferral election shall be
cancelled.  For purposes of this Section, a disability refers
to any medically determinable physical or mental impairment resulting in the
Director’s inability to perform the duties of his or her position or any
substantially similar position, where such impairment can be expected to result
in death or can be expected to last for a continuous period of not less than six
months.  A new Election Form shall apply only to Compensation earned
and otherwise payable for service periods beginning in calendar years after the
last day of the calendar year in which the revised Election Form is delivered to
the Company.

    


    Section 3. Director
Accounts.

    


    (a)  Share
Unit Accounts.

    


    (i)           Compensation
deferred and elected by the Director to be credited to the Director’s Share Unit
Account, as provided in the Election Form delivered to the Company pursuant to
Section 2 of this Agreement, shall be credited to the Director’s share unit
bookkeeping account (the “Share Unit Account”).  The amount so
credited to each Share Unit Account shall be equal to the amount of such
Compensation, converted as of the payment dates established by the Committee
into share units (the “Share Units”) equivalent to whole Shares based on the
Fair Market Value of a Share on such payment date.  For purposes of
this Agreement, “Fair Market Value” shall mean the closing price per share of
the Company’s common stock as reported on The New York Stock Exchange, or if
such date is not a regular trading date on such exchange, on the next following
regular trading date.  The number of Share Units for full Shares so
determined shall be credited to the Director’s Share Unit
Account.  Any unconverted balance remaining in the Director’s Share
Unit Account after such conversion, together with other subsequent credits of
deferred Compensation thereto, shall be converted into Share Units to the extent
possible on the next designated payment date.

    


    (ii)           Additional
credits shall be made to the Director’s Share Unit Account equal to the cash
dividends (or the fair market value of dividends paid in property other than
Shares) that the Director would have received had he or she been the owner on
each cash dividend record date of a number of Shares equal to the number of
Share Units in his or her Share Unit Account on such date.  In the
case of a dividend paid in Shares or a common stock split, additional credits
will be made to a Director’s Share Unit Account of a number of Share Units equal
to the number of full Shares that the Director would have received had he or she
been the owner on each record date of a number of Shares equal to the number of
Share Units in his or her Share Unit Account on such date.  Any cash
dividends (or dividends paid in property other than Shares) shall be distributed
to the Director on or before December 31 of each year, as
applicable.  In the event of a stock split, stock dividend,
reclassification, reorganization, redesignation, or other change in the
Company’s capitalization, the number of Share Units in the
Director’s


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Share
Unit Account shall be proportionately adjusted or substituted to reflect such
change.

    


    (b)  Cash
Accounts.  Compensation deferred and elected by the Director to
be credited to the Director’s Cash Account, as provided in the Election Form
delivered to the Company pursuant to Section 2 of this Agreement, shall be
credited as a dollar amount to the Director’s cash bookkeeping account (the
“Cash Account”).  The amount so credited to each Cash Account shall be
equal to the amount of the Compensation on the payment dates therefor specified
by the Committee.  Interest on the amount of the Cash Account shall be
credited thereto as of the last day of each calendar quarter and shall accrue at
the rate of the Moody's AAA corporate bond rate or such other rate as approved
by the Board and/or Committee.

    


    (c)  Book-entry
Accounts.  Each Share Unit Account and Cash Account (together,
the “Director Accounts”) shall be maintained on the books of the Company until
full payment of the balance thereof has been made to the applicable Director (or
the beneficiaries of a deceased Director) as provided under the terms of this
Agreement.  No funds shall be set aside or earmarked for any Director
Account, which shall be purely a bookkeeping device.

    


    Section 4.  Distribution
of Director Accounts.

    


    (a)  Distribution
of Share Unit Accounts.  Upon the Director’s Separation from
Service (as defined below), the Company shall distribute the Director’s Share
Unit Account to the Director in the form of Shares (which may be originally
issued Shares or treasury Shares held by the Company or one or more of its
subsidiaries) in a lump sum on the six month anniversary of the date the
Director Separates from Service (or, if sooner, the date of the Director's
death).

    


    (b)  Distribution
of Cash Accounts.  Upon the Director’s Separation from Service,
the Company shall distribute the Director’s Cash Account to the Director in the
form of cash in a lump sum on the six month anniversary of the date the Director
Separates from Service (or, if sooner, the date of the Director's
death).

    


    (c)  Special
Circumstances.

    


    (i)           Notwithstanding
any provision herein to the contrary, the Director shall receive the value of
his Director Accounts (Share Units to be valued at the then fair market value as
determined by the Board) in a single lump sum cash payment, on or within 30 days
of, the date of any of the following events (each, a "Change in
Control"):

    


    (A)           a
person, or several persons acting as a group, acquires more than 50% of the
outstanding stock of the Company (which stock remains outstanding), measured by
voting power or fair market value; persons will not be considered to be “acting
as a group” solely because they purchase or own stock of


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the same
corporation at the same time, or as a result of the same public offering;
persons will be considered to be “acting as a group” if they are owners of an
entity that enters into a merger, consolidation, reorganization, or purchase or
acquisition of stock, in which the Company is not the surviving entity, or as
otherwise provided in the applicable guidance issued under Section
409A;

    


    (B)           a
person, or several persons acting as a group, acquires, during any 12-month
period ending on the date of the most recent acquisition by such person or
persons, 30% or more of the outstanding voting stock of the
Company;

    


    (C)           a
majority of the members of the Board are replaced during any 12-month period by
members whose appointment or election is not endorsed by a majority of the
members of the Board before the date of appointment or election; or

    


    (D)           a
person, or several persons acting as a group, acquires (or has acquired during
any 12-month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market
value equal to or greater than 40% of the total gross fair market value of the
Company’s assets immediately prior to such acquisition or acquisitions; “gross
fair market value” means the value of the assets of the Company, or the value of
the assets being disposed of, determined without regard to any liabilities
associated with such assets.

    


     (ii)           Notwithstanding
any provision herein to the contrary, the Director may apply to the Committee or
Designated Administrator for a lump sum distribution from the Director Accounts
upon the occurrence of an Unforeseeable Emergency (as defined below).
 Amounts distributed in the case of an Unforeseeable Emergency shall not
exceed the amount necessary to satisfy such Unforeseeable Emergency plus amounts
necessary to pay taxes and penalties reasonably anticipated as a result of such
distribution. In making the forgoing determination, the Committee or
Designated Administrator shall consider the extent to which the Director’s
financial hardship resulting from the Unforeseeable Emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise, or by
liquidation of his or her assets (to the extent such liquidation would not
itself cause severe financial hardship).  For purposes of this
Agreement, “Unforeseeable Emergency” means that the Director experiences a
severe financial hardship resulting from one of the following:  an
illness or accident of the Director, his or her spouse, beneficiary or dependent
(as defined in Sec.
152(a) of the Code, without regard to Section 152(b)(1), (b)(2) and
(d)(1)(B)); the need to pay for the
funeral expenses of a spouse, beneficiary or dependent (as defined
above); loss of the Director’s property due to casualty; or other similar
extraordinary and unforeseeable circumstances arising from events beyond the
Director’s control. 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (d) Manner of
Payment/Beneficiary Designation.

    


    Upon
distribution pursuant to this Section 4, the Company, or its designee, shall
deliver to the Director a certificate, or other evidence of ownership,
representing a number of Shares equal to the number of Share Units in the
Director’s Share Unit Account, registered in the name of such Director (or his
or her beneficiaries), and any remaining cash shall be distributed to the
Director (or his or her beneficiaries), together with the cash distributed from
the Cash Account.  In the event of the Director’s death, payment of
any amount due under this Agreement shall be made to the beneficiary or
beneficiaries designated by the Director in a writing delivered to the
Company.  If the Director fails to designate a beneficiary, payment of
any amount due under the Agreement shall be made to the duly appointed and
qualified executor or other personal representative of the Director to be
distributed in accordance with his or her will or applicable intestacy law; or
in the event that there shall be no such representative duly appointed and
qualified within six months after the date of death, then to such persons as, at
the date of the Director’s death, would be entitled to share in the distribution
of such Director’s personal estate under the provisions of the applicable
statute then in force governing the descent of intestate property, in the
proportions specified in such statute.

    


    Notwithstanding
any other provision of this Agreement, if a Director’s service as a member of
the Board is terminated, the Director shall not be entitled to any Compensation
for any period of time after the Director’s termination.

    


    (e)  Section
409A.

    


     It
is intended that distribution events authorized under this Agreement qualify as
a permissible distribution events for purposes of Section 409A of the Code, and
this Agreement shall be interpreted and construed accordingly in order to comply
with Section 409A of the Code, the regulations and other binding guidance
promulgated thereunder ("Section 409A").  This Agreement and all
deferral elections made hereunder shall be administered, interpreted and
construed in accordance with Section 409A.  The
Company  reserves the right to accelerate, delay or modify
distributions to the extent permitted under Section 409A. For purposes of this
Agreement, "Separation from Service" shall mean the Director's death, retirement
or other termination of service with the Company and all of its controlled group
members within the meaning of Section 409A of the Code.  For purposes
hereof, the determination of controlled group members shall be made pursuant to
the provisions of Section 414(b) and 414(c) of the Code; provided that the
language "at least 50 percent" shall be used instead of "at least 80 percent" in
each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas.
Reg. Sec. 1.414(c)-2; provided, further, where legitimate business reasons exist
(within the meaning of Treas. Reg. Sec. 1.409A-1(h)(3)), the language "at least
20 percent" shall be used instead of "at least 80 percent" in each place it
appears.  Whether the Director has a Separation from Service will be
determined based on all of the facts and circumstances and in accordance with
the guidance issued under Section 409A. Notwithstanding any provision herein to
the contrary, if the Director is a "specified employee" for purposes
of


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
409A any payment to the Director due upon Separation from Service will be
delayed for a period of six (6) months after the date the Director Separates
from Service (or, if earlier, the death of the Director).

    


    Section 5.  Nontransferability.  Director
Accounts, and any rights and privileges pertaining thereto, may not be
transferred, assigned, pledged or hypothecated in any manner, by operation of
law or otherwise, other than (i) by will or by the laws of descent and
distribution or (ii) if permitted by the Committee and to the extent allowed by
the Code and by law, to a grantor trust in which the Director is the sole
beneficial owner pursuant to Code Section 671 and state law, and shall not be
subject to execution, attachment or similar process.

    


    Section 6. Director’s
Rights Unsecured.  The right of the Director or his or her
beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Company, and neither the Director nor his or
her beneficiary shall have any rights in or against any amounts credited to the
Director’s Share Unit Account, Cash Account or any other specific assets of the
Company.  All amounts credited to the Director’s Share Unit Account or
Cash Account shall constitute general assets of the Company and may be disposed
of by the Company at such time and for such purposes as it may deem
appropriate.

    


    Section 7.  Tax
Advisor.  Nothing contained in this Agreement is intended, nor
shall it be construed, as providing advice to the Director regarding the tax
consequences of this Agreement and the Election Form to the
Director.  The Company urges the Director to consult his or her own
personal tax advisor to determine the particular tax consequences of this
Agreement and the Election Form to the Director, including the effect of
federal, state and local taxes, and any changes in the tax laws from the date of
this Agreement.

    


    Section 8.  Company’s
Election to Terminate.  At any time and for any reason, the
Board may terminate the Agreement; provided however, that any such termination
shall not reduce the accrued benefit of any Director.  Termination of
this Agreement  shall not be a distribution event under the Plan or
this Agreement unless otherwise permitted under Section 409A of the Code or
other applicable law.

    


    Section 9.  Withholding
for Taxes and other Deductions.  The Company shall have the
right to deduct from any Compensation, or from any deferral, distribution or
payment thereof or withdrawal therefrom, any applicable taxes that the Company
is required by applicable law to withhold and any amounts owed by the Director
to the Company.  

    


    Section 10. No Right
to Directorship.  Nothing contained in the Plan, this
Agreement, any Election Form or other related document shall be construed to
(a) confer upon Director any right to continue to serve as a director of
the Company, (b) restrict in any way the Company’s right to terminate or
change the terms or conditions of Director’s directorship at any time, or
(c) confer upon Director or any other person any claim or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    right to
any Compensation or other Award or distribution under this Agreement or the Plan
except in accordance with their terms.

    


    Section 11.  No Rights
as a Stockholder.  Director shall have no voting or any other
rights as a stockholder of the Company with respect to the Share Units. Upon,
but not prior to, distribution of the Share Unit Accounts in the form of Shares
to Director (in accordance with Section 4 hereof), Director shall have all of
the rights of a stockholder of the Company.  Director’s right to
receive Shares under this Agreement shall be no greater than the right of any
unsecured general creditor of the Company.

    


    Section 12. Further
Assurances.  Director will provide assistance reasonably
requested by the Company in connection with actions taken by Director while
serving as a director of the Company, including, but not limited to, assistance
in connection with any lawsuits or other claims against the Company arising from
events during the period in which Director was serving as a director of the
Company.

    


    Section 13. Confidentiality.  Director
acknowledges that the business of the Company is highly competitive and that the
Company’s strategies, methods, books, records and documents, technical
information concerning its products, equipment, services and processes,
procurement procedures and pricing techniques, and the names of and other
information (such as credit and financial data) concerning former, present or
prospective customers and business affiliates, all comprise confidential
business information and trade secrets which are valuable, special and unique
assets which the Company uses in its business to obtain a competitive advantage
over competitors.  Director further acknowledges that protection of
such confidential business information and trade secrets against unauthorized
disclosure and use is of critical importance to the Company in maintaining its
competitive position.  Director acknowledges that by reason of
Director’s duties to and association with the Company, Director has had and will
have access to, and has and will become informed of, confidential business
information which is a competitive asset of the Company.  Director
hereby agrees that he or she will not, at any time, make any unauthorized
disclosure of any confidential business information or trade secrets of the
Company, or make any use thereof, except in the carrying out of responsibilities
as a member of the Board.  Director 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 Director’s legal rights and
obligations as a director or under this Agreement are at issue; provided however,
that Director shall, to the extent practicable and lawful in any such events,
give prior notice to the Company of Director’s intent to disclose any such
confidential business information in such context so as to allow the Company an
opportunity (which Director 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 Company would not


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    be
considered confidential to the Company.  In addition to any other
remedy available at law or in equity, in the event of any breach by Director of
the provisions of this Section 13 which is not waived in writing by the Company,
all Shares and cash in the Director Accounts shall be forfeited to the Company
upon the occurrence of the actions or inactions by Director constituting a
breach by Director of the provisions of this Section 13.

    


    Section 14.  Expenses.  Costs
of administration of this Agreement will be paid by the Company.

    


    Section 15. Notices.  All
notices, requests, demands, claims and other communi­cations under this
Agreement (including, but not limited to, the Election Form) shall be in
writing.  Any notice, request, demand, claim or other communication
under this Agree­ment shall be deemed duly given if (and then two business
days after) it is sent by regis­tered or certified mail, return receipt
requested, postage prepaid, and addressed to the in­tended recipient at the
address set forth in the Company records.  Either party to this
Agreement may send any notice, request, demand, claim or other communication
under this Agreement to the intended recipient at such address using any other
means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient.  Either
party to this Agreement may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving
the other party notice in the manner set forth in this Section 10.

    


    Section 16.  Waiver.  No
waiver by any party at any time of any breach by any other party of, or
compliance with, any condition or provision of this Agreement to be performed by
any other party shall be deemed a waiver of any other provisions or conditions
at the same time or at any prior or subsequent time.

    


    Section 17. Binding
Effect; No Third-Party Beneficiaries.  This Agreement shall be
binding upon and inure to the benefit of the Company and the Director and their
respective heirs, representatives, successors and permitted
assigns.  This Agreement shall not confer any rights or remedies upon
any person other than the Company and the Director and their respective heirs,
representatives, successors and permitted assigns.

    


    Section 18.  Agreement
to Abide by Plan; Conflict between Plan and
Agree­ment.  The Plan is hereby incorporated by reference
into this Agreement and made a part hereof as though fully set forth in this
Agreement.  Director, by execution of this Agreement, (i) represents
that he or she is familiar with the terms and provisions of the Plan, and (ii)
agrees to abide by all of the terms and conditions of this Agreement and the
Plan.  Director ac­cepts as binding, conclusive and final all
decisions or interpretations of the Committee or Designated Administrator of the
Plan upon any question arising under the Plan and this Agreement (including,
without limitation, the date of any termination of the Director’s term of
service as a director of the Company).  In the event of any conflict
between the Plan and this Agreement and/or a Election Form, the Committee shall
have


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    exclusive
authority and discretion to reconcile such conflict, and in the absence of any
such determination, the Plan shall govern.

    


    Section 19. Entire
Agreement.  Except as otherwise provided herein, in any Company
plan applicable to the Director, or in any other agreement between the Director
and the Company, this Agreement, the Election Form and the Plan, which the
Director has reviewed and accepted in connection with the grant of the
Compensation reflected by this Agreement, constitute the entire agreement
between the parties and supersede any prior understandings, agreements, or
representations by or between the parties, written or oral, to the extent they
related in any way to the subject matter of this Agreement.

    


    Section 20.  Interpretation;
Amendment.  No amendment or modification of the terms of the
Agreement shall be binding on the parties hereto unless reduced to writing and
signed by the Director and the Company; provided, however, that the
Company may, in its sole discretion and without the Director’s consent, modify
or amend the terms of this Agreement or a deferral election, or take any other
action it deems necessary or advisable, to cause this Agreement to comply with
Section 409A (or an exception thereto).  Director recognizes and
acknowledges that Section 409A may impose upon the Director certain taxes or
interest charges for which the Director is and shall remain solely
responsible.

    


    Section 21. Choice of
Law.  To the extent not superseded by federal law, the laws of
the State of Delaware (without regard to the conflicts laws of Delaware) shall
control in all matters relating to this Agreement and any action relating to
this Agreement must be brought in State and Federal Courts located in the
Commonwealth of Virginia.

    


    Section 22. Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument.

    


    Section 23.  Severability.  In
the event any provision of this Agreement is held illegal or invalid, the
remaining provisions of this Agreement shall not be affected
thereby.

    


    Section 24.  Acknowledgements.

    (a)           By
submitting an Election Form, the Director acknowledges receipt of a copy of the
Plan, and the prospectus relating to the Shares, and agrees to be bound by the
terms and conditions set forth in the Plan, the Election Form and this
Agreement, as in effect and/or amended from time to time.

    


    (b)           The
Plan and related documents, which may include but do not necessarily include the
Plan prospectus, this Agreement and financial reports of the Company, may be
delivered to the Director electronically.  Such means of delivery may
include but do not necessarily include the delivery of a link to a Company
intranet site or the internet site of a third party involved in administering
the Plan, the delivery of the documents via e-mail or CD-ROM or such other
delivery determined at the Committee’s


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or
Designated Administrator’s discretion.  Both Internet Email and access
to the World Wide Web are required in order to access documents
electronically.

    


    (c)           By
submitting an Election Form, the Director acknowledges that he or she has read
this Section 24 and consents to the electronic delivery of the Plan and related
documents, as described herein.  Director acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically
at no cost if Director contacts the Vice President of Human Resources of the
Company by telephone at (276) 619-4410 or by mail to One Alpha Place, P.O. Box
2345, Abingdon, VA 24212.  Director further acknowledges that he or she
will be provided with a paper copy of any documents delivered electronically if
electronic delivery fails.

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written
above.

    


    ALPHA NATURAL RESOURCES,
INC.

    


    


    ________________________                                                                By
__________________________________

    Date

    Its
___________________________________

    


    


    DIRECTOR

    


    


    _________________________                                                                ______________________________________

    Date                                                                [Name]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
A

    ALPHA
NATURAL RESOURCES, INC.

    DIRECTOR
DEFERRED COMPENSATION AGREEMENT

    


    Election,
Deferral and Beneficiary Designation Form

    for
Non-Employee Directors

    under
the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan

    


    I, ___________________________, a
director of Alpha Natural Resources, Inc., a Delaware corporation (the
“Company”), pursuant to the Director Deferred Compensation Agreement, by and
between me (as the “Director”) and the Company (the “Agreement”), hereby make
the following elections with respect to my Compensation (as defined in the
Agreement) on the date indicated below, subject to the terms and conditions of
the Agreement.  Capitalized terms used herein but not otherwise
defined have the meanings given to such terms in the Agreement.

    


    1.           Irrevocable Elections Regarding Deferral
of Compensation

    


    a.           Election Regarding Deferral
of Annual Board Retainer

    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Annual Board Retainer that is otherwise
      payable to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Annual Board Retainer that is otherwise
      payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Annual Board Retainer that is otherwise
      payable to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Annual Board Retainer that is otherwise
      payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              NOT
      TO DEFER receipt of the Annual Board Retainer payable to
    me.

            


    

    


    


    b.           Election Regarding Deferral
of Annual Lead Director Retainer

    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Annual Lead Director Retainer that is
      otherwise payable to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Annual Lead Director Retainer that is
      otherwise payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Annual Lead Director Retainer that is
      otherwise payable to me, and to credit such amount to my Cash
      Account.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Annual Lead Director Retainer that is
      otherwise payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              NOT
      TO DEFER receipt of the Annual Lead Director Retainer payable to
      me.

            


    

    


    


    
      	
               
      

            	
              c.

            	
              Election Regarding
      Deferral of Annual Committee Chair
  Retainer

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Annual Committee Chair Retainer that is
      otherwise payable to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Annual Committee Chair Retainer that is
      otherwise payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Annual Committee Chair Retainer that is
      otherwise payable to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Annual Committee Chair Retainer that is
      otherwise payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    _____                      NOT
TO DEFER receipt of the Annual Committee Chair Retainer payable to
me.

    


    


    d.           Election Regarding Deferral
of Board Meeting Fees

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Board Meeting Fees that are otherwise payable
      to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Board Meeting Fees that are otherwise payable
      to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Board Meeting Fees that are otherwise payable
      to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Board Meeting Fees that are otherwise payable
      to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    _____                      NOT
TO DEFER receipt of the Board Meeting Fees payable to me.

    


    


    
      	
               
      

            	
              e.

            	
              Election Regarding
      Deferral of Committee Meeting
Fees

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Committee Meeting Fees that are otherwise
      payable to me, and to credit such amount to my Cash
      Account.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              _____

            	
              TO
      DEFER receipt of 100% of the Committee Meeting Fees that are otherwise
      payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Committee Meeting Fees that are otherwise
      payable to me, and to credit such amount to my Cash
      Account.

            


    

    


    
      	
              _____

            	
              TO
      DEFER receipt of 50% of the Committee Meeting Fees that are otherwise
      payable to me, and to credit such amount to my Share Unit
      Account.

            


    

    


    _____                      NOT
TO DEFER receipt of the Committee Meeting Fees payable to me.

    


    


    2.           Terms Common to the
Elections

    


    With
respect to the foregoing elections, I understand that:

    


    (a)           except
as specified below, I understand that this deferral election shall be subject to
the terms and conditions of the Agreement, as amended, and will remain in effect
from year to year and be irrevocable unless otherwise changed by me in a timely
manner or otherwise terminated in accordance with the terms of the
Agreement;

    


    (b)           if
I have filed this Election Form within 30 calendar days of the date on which I
first become eligible to make elections with respect to my Compensation under
the Agreement, the election(s) I have made will be effective for the
Compensation that I earn and that is payable to me after the date that I file
this Election Form with the Company;

    


    (c)           neither
I nor my legal representative shall be, or have any of the rights and privileges
of, a stockholder of the Company with respect to any Shares payable upon
distribution of a deferred Share Unit unless and until certificates for such
Shares, or other evidence of ownership, have been issued and delivered to
me;

    


    (g)           this
Election Form is intended to comply with Section 409A and shall be administered,
interpreted and construed accordingly;

    


    (h)           this
Election Form shall become irrevocable as of the close of business on each
December 31st of the calendar year preceding the calendar year that contains the
start of the service period to which it applies (or immediately with respect to
initial eligibility elections), and shall be cancelled only upon the death or
disability of the Director or an Unforeseeable Emergency to the extent
consistent with Section 409A;

    


    (i)           the
Company has not and will not provide me with any advice or opinion regarding the
tax consequences of this election and the Agreement, and I am solely responsible
for obtaining my own tax advisor with respect to these matters;

    


    (j)           the
Company shall not be liable for, and nothing provided or contained in this
Election Form, the Agreement or the Plan will be construed to obligate or cause
the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company
to be liable for, any tax, interest or penalties imposed on the Director related
to or arising with respect to any violation of Section 409A; and

    


    (k)           in
the event of any discrepancy between the Agreement and this Election Form, the
Agreement shall control.

    


    If I
shall cease to be a director of the Company by reason of my death, or if I shall
die after I become entitled to a distribution under the Agreement but prior to
receipt of the entire distribution to which I am entitled, then all of the
distribution to which I am enti­tled under the Agreement and which has not
been distributed to me at the date of my death shall be distributed to
____________________________ (insert name of benefici­ary). If no
beneficiary is named, distri­butions shall be made as provided in the
Agreement.

    


    Date:

    


    ________________________                                                                ______________________________________

    [Name]

    


    


    Receipt acknowledged on behalf of the
Company:

    


    


    Date:                                                                By
___________________________________

    


    ________________________                                                                Its
____________________________________