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                                                                   Exhibit 10.10

                          ALPHA NATURAL RESOURCES, INC.

                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                              ___________ __, 2005

      On ___________ __, 2005, ANR Holdings, LLC and certain related entities
effected a restructuring in connection with an initial public offering of equity
of Alpha. As a result, all Awards granted under the 2004 Long-Term Incentive
Plan of Alpha Coal Management, LLC (the "Original Plan") are automatically
converted into Awards issued by Alpha, pursuant to and in accordance with
Section 13 of the Original Plan. Pursuant to such conversion, each Award
outstanding as of the date of this Amended and Restated 2004 Long-Term Incentive
Plan of Alpha Natural Resources, Inc. (the "Revised Plan") and exercisable for
one Unit (as defined in the Original Plan) is being converted into a Stock
Option (as defined below) under this Revised Plan exercisable for 0.78551 Common
Shares. The conversion rate includes an adjustment for the effect of the pro
rata distribution by Alpha, to its stockholders of record as of immediately
prior to the initial public offering, equal to (i) the number of Common Shares
that the underwriters have the option to purchase pursuant to their
over-allotment option, minus the number of Common Shares, if any, the
underwriters purchase pursuant to their over-allotment option, plus (ii) an
amount equal to the net proceeds to Alpha from the exercise of the underwriters
over-allotment option. This Revised Plan amends and restates the Original Plan
to reflect the necessary changes in the Original Plan reasonably required in
order to evidence such conversion and restructuring.

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

      SECTION 2. DEFINITIONS. Certain capitalized terms applicable to this
Revised Plan are set forth in Appendix A.

      SECTION 3. ADMINISTRATION. This Revised Plan shall be administered by the
Committee. The Committee shall have all the powers vested in it by the terms of
this Revised Plan, such powers to include exclusive authority to select the
Eligible Persons to be granted Awards under this Revised Plan, to determine the
type, size, terms and conditions of the Award to be made to each Eligible Person
selected, to modify or waive the terms and conditions of any Award that has been
granted, to determine the time when Awards will be granted, to establish
performance objectives, to make any adjustments necessary or desirable as a
result of the granting of Awards to Eligible Persons located outside the United
States and to prescribe the form of the agreements evidencing Awards made under
this Revised Plan. Awards may, in the discretion of the Committee, be made under
this Revised Plan in assumption of, or in substitution for, outstanding Awards
previously granted by (i) the Company, (ii) any predecessor of the Company, or
(iii) a company acquired by the Company or with which the Company combines. The
number of Common Shares underlying such substitute awards shall be counted
against the aggregate number of Common Shares available for Awards under this
Revised Plan.

      The Committee is authorized to interpret this Revised Plan and the Awards
granted under this Revised Plan, to establish, amend and rescind any rules and
regulations relating to this Revised Plan, and to make any other determinations
that it deems necessary or desirable for the administration of this Revised
Plan. The Committee may correct any defect or omission or reconcile any
inconsistency in this Revised Plan or in any Award in the manner and to the
extent the Committee deems necessary or desirable to carry it into effect. Any
decision of the Committee in the interpretation and administration of this
Revised Plan, as described in this Revised Plan, shall lie within its sole and
absolute discretion and

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shall be final, conclusive and binding on all parties concerned (including, but
not limited to, Participants and their Beneficiaries or Permitted Transferees).
The Committee may act only by a majority of its members in office, except that
the members thereof may authorize any one or more of their members or any
officer of the Company to execute and deliver documents or to take any other
ministerial action on behalf of the Committee with respect to Awards made or to
be made to Participants.

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

      Notwithstanding anything to the contrary in this Revised Plan, effective
with the date of this Revised Plan, no new Awards may be granted pursuant to
this Revised Plan, provided, however, that the Committee may amend or modify
existing Awards and grant Awards in substitution for existing Awards.

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

      SECTION 5. AWARDS UNDER THIS REVISED PLAN.

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

            (b) Maximum Number of Common Shares that May be Issued. There may be
      issued under this Revised Plan (as Restricted Stock, as Restricted Stock
      Units, in payment of Performance Grants, pursuant to the exercise of Stock
      Options or Stock Appreciation Rights or in payment of or pursuant to the
      exercise of such other Awards as the Committee, in its discretion, may
      determine) an aggregate of not more than 596,985 Common Shares, subject to
      adjustment as

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      provided in Section 15. No Eligible Person may receive Awards under this
      Revised Plan for more than 596,985 Common Shares in any one fiscal year of
      Alpha, subject to adjustment as provided in Section 15. Common Shares
      issued pursuant to this Revised Plan may be either authorized but unissued
      shares, treasury shares, reacquired shares or any combination thereof. If
      any Common Shares issued as Restricted Stock, Restricted Stock Units or
      otherwise subject to repurchase or forfeiture rights are reacquired by the
      Company pursuant to such rights or, if any Award is canceled, terminates
      or expires unexercised, any Common Shares that would otherwise have been
      issuable pursuant to such Award will be available for issuance under new
      Awards.

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

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

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

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

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

            (d) A Stock Option shall not be exercisable:

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

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

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

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

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

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

            (i) For purposes of payments made to exercise Stock Options, such
      payment shall be made in such form (including, but not limited to, cash,
      Common Shares, the surrender of another outstanding Award under this
      Revised Plan or any combination thereof) as the Committee may determine in
      its discretion; provided, however, that, for purposes of making such
      payment in Common Shares, such shares shall be valued at their Fair Market
      Value on the day of exercise and unless the Committee determines otherwise
      shall have been held by the Participant for a period of at least six (6)
      months.

      SECTION 7. STOCK APPRECIATION RIGHTS. The Committee may grant Stock
Appreciation Rights. Each Award of Stock Appreciation Rights granted under this
Revised Plan shall be evidenced by an

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agreement in such form as the Committee shall prescribe from time to time in
accordance with this Revised Plan and shall comply with the applicable terms and
conditions of this Section and this Revised Plan, and with such other terms and
conditions, including, but not limited to, restrictions upon the Award of Stock
Appreciation Rights or the Common Shares issuable upon exercise thereof, as the
Committee, in its discretion, shall establish.

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

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

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

            (d) An Award of Stock Appreciation Rights shall entitle the holder
      to exercise such Award or to surrender unexercised an Associated Award (or
      any portion of such Associated Award) to Alpha and to receive from Alpha
      in exchange thereof, without payment to Alpha, that number of Common
      Shares having an aggregate value equal to (or, in the discretion of the
      Committee, less than) the excess of the Fair Market Value of one Common
      Share, at the time of such exercise, over the exercise price, times the
      number of Common Shares subject to the Award or the Associated Award, or
      portion thereof, that is so exercised or surrendered, as the case may be.
      The Committee shall be entitled in its discretion to elect to settle the
      obligation arising out of the exercise of a Stock Appreciation Right by
      the payment of cash or Other Alpha Securities or property, or other forms
      of payment or any combination thereof, as determined by the Committee,
      equal to the aggregate value of the Common Shares it would otherwise be
      obligated to deliver. Any such election by the Committee shall be made as
      soon as practicable after the receipt by the Committee of written notice
      of the exercise of the Stock Appreciation Right.

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

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

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

            (b) Until the expiration of such period as the Committee shall
      determine from the date on which the Award is granted and subject to such
      other terms and conditions as the Committee in its discretion shall
      establish (the "RESTRICTED PERIOD"), a Participant to whom an

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      Award of Restricted Stock is made shall be issued, but shall not be
      entitled to the delivery of, a stock certificate representing the Common
      Shares subject to such Award.

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

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

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

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

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

            (b) The award period ("AWARD PERIOD") related to any Performance
      Grant shall be a period determined by the Committee. At the time each
      Award is made or within the first 90 days

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

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

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

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

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

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

            (e) Payment of any amount with respect to the Performance Grants
      that the Committee determines to pay as provided above shall be made by
      Alpha as promptly as practicable after the end of the Award Period or at
      such other time or times as the Committee

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      shall determine, and may be made in cash, Common Shares, Other Alpha
      Securities or property, or other forms of payment, or any combination
      thereof or in such other manner, as determined by the Committee in its
      discretion; provided, that no Participant may receive more than
      $10,000,000 in cash, Other Alpha Securities or property, or other forms
      of payment other than Common Shares, with respect to Performance Grants in
      any one fiscal year of Alpha. Notwithstanding anything in this Section to
      the contrary, the Committee may, in its discretion, determine and pay out
      the Actual Value of any Performance Grant at any time during the Award
      Period, provided that such authority or action does not result in an
      adverse tax impact on the Participant holding such Performance Grant or on
      any other Participant.

      SECTION 10. DEFERRAL OF COMPENSATION. The Committee shall determine
whether or not an Award shall be made in conjunction with the deferral of the
Participant's salary, bonus or other compensation, or any combination thereof,
and whether or not such deferred amounts may be:

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

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

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

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

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

      SECTION 13. AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THIS REVISED PLAN.
The terms of any outstanding Award under this Revised Plan may be amended or
modified from time to time by the Committee in its discretion in any manner that
it deems appropriate (including, but not limited to, acceleration of the date of
exercise of any Award and/or payments under any Award) if the Committee could
grant such amended or modified Award under the terms of this Revised Plan at the
time of such amendment or modification; provided that no such amendment or
modification shall adversely affect in a

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material manner any right of a Participant under the Award without his or her
written consent. The Committee may, in its discretion, permit holders of Awards
under this Revised Plan to surrender outstanding Awards in order to exercise or
realize the rights under other Awards, or in exchange for the grant of new
Awards, or require holders of Awards to surrender outstanding Awards as a
condition precedent to the grant of new Awards under this Revised Plan.

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

      SECTION 15. DILUTION AND OTHER ADJUSTMENTS. If any change in the
outstanding Common Shares occurs by reason of any stock split of or stock
dividend on the Common Shares, then, except as otherwise determined by the
Committee without liability to any Person, the terms of any outstanding Awards
shall be equitably adjusted in the manner determined by the Committee without
liability to any Person. If any change in the outstanding Common Shares occurs
by reason of any split-up, split-off, spin-off, recapitalization, merger,
consolidation, rights offering, reorganization, combination or exchange of
shares, sale by the Company of all of its assets, distribution to stockholders
(other than a stock split or stock dividend as provided above or a normal cash
dividend on the Common Shares), or other extraordinary or unusual event, then
the Committee may determine, in its discretion and without liability to any
Person, to terminate all outstanding Awards immediately prior to the
consummation of any such event, to make an equitable adjustment in the terms of
any outstanding Award and/or the number of Common Shares available for Awards,
or to make no adjustments. Any such determination by the Committee may be set
forth in any agreement evidencing an Award. Any such termination or adjustment
made by the Committee shall be final, conclusive and binding for all purposes of
this Revised Plan. Unless otherwise provided by the Committee, all outstanding
Awards shall terminate immediately prior to the consummation of any dissolution
or liquidation of the Company. Notwithstanding anything to the contrary in this
Revised Plan, except to the extent set forth in the recitals to this Revised
Plan, no adjustment shall be made under this Section 15 as a result of the
restructuring or distributions described in the recitals.

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

      SECTION 17. FINANCIAL ASSISTANCE. If the Committee determines that such
action is advisable, the Company may assist any Participant in obtaining
financing from the Company (or under any program of

                                      -9-
<PAGE>

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

      SECTION 18. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

            (f) It is the intent of Alpha that this Revised Plan comply in all
      respects with Rule 16b-3 and Section 162(m), that any ambiguities or
      inconsistencies in construction of this Revised Plan be interpreted to
      give effect to such intention and that if any provision of this Revised
      Plan is found not to be in compliance with Rule 16b-3 or Section 162(m),
      such provision shall be deemed null and void. Except as otherwise
      determined by the Committee, with respect to Awards granted to executive
      officers of Alpha, such Awards shall be deemed to be automatically
      modified to the minimum extent required to permit such Awards to comply
      with Rule 16b-3 and Section 162(m). It is also the intent of Alpha that
      this Revised Plan comply in all respects with the provisions of the Code
      providing favorable treatment to Incentive Stock Options, that any
      ambiguities or inconsistencies in construction of this Revised Plan be
      interpreted to give effect to such intention and that if any provision of
      this Revised Plan is found not to be in compliance with the Incentive
      Stock Option provisions of the Code, such provision shall be deemed null
      and void with respect to Incentive Stock Options granted to employees of
      the Company to the extent required to permit such Incentive Stock Options
      to receive favorable treatment under the Code.

                                      -10-
<PAGE>

            (g) The Company shall have the right to deduct from any payment made
      under this Revised Plan any federal, state, local or foreign income or
      other taxes required by law to be withheld with respect to such payment.
      It shall be a condition to the obligation of Alpha to issue Common Shares,
      Other Alpha Securities or property, other securities or property, or other
      forms of payment, or any combination thereof, upon exercise, settlement or
      payment of any Award under this Revised Plan, that the Participant (or any
      Beneficiary or Person entitled to act) pay to Alpha, upon its demand, such
      amount as may be required by the Company for the purpose of satisfying any
      liability to withhold federal, state, local or foreign income or other
      taxes. If the amount requested is not paid, Alpha may refuse to issue
      Common Shares, Other Alpha Securities or property, other securities or
      property, or other forms of payment, or any combination thereof.
      Notwithstanding anything in this Revised Plan to the contrary, the
      Committee may, in its discretion, permit an Eligible Person (or any
      Beneficiary or Person entitled to act) to elect to pay a portion or all of
      the amount requested by the Company for such taxes with respect to such
      Award, at such time and in such manner as the Committee shall deem to be
      appropriate (including, but not limited to, by authorizing Alpha to
      withhold, or agreeing to surrender to Alpha on or about the date such tax
      liability is determinable, Common Shares, Other Alpha Securities or
      property, other securities or property, or other forms of payment, or any
      combination thereof, owned by such Person or a portion of such forms of
      payment that would otherwise be distributed, or have been distributed, as
      the case may be, pursuant to such Award to such Person, having a Fair
      Market Value equal to the amount of such taxes).

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

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

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

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

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

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

                                      -11-
<PAGE>

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

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

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

      SECTION 19. REVISED PLAN AMENDMENT OR SUSPENSION. This Revised Plan may be
amended or suspended in whole or in part at any time from time to time by the
Committee. No amendment of this Revised Plan shall adversely affect in a
material manner any right of any Participant with respect to any Award
previously granted without such Participant's written consent, except as
permitted under Section 13; provided, however, that the Committee may amend this
Revised Plan in such manner as it deems necessary to permit the granting of
Awards meeting the requirements of the Code or other applicable laws.

      SECTION 20. REVISED PLAN TERMINATION. This Revised Plan shall terminate
upon the earlier of the following dates or events to occur:

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

            (b) November 10, 2104; provided, however, that the Board may, prior
      to such date, extend the term of this Revised Plan for an additional
      period of up to five years for the grant of Awards other than Incentive
      Stock Options.

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

      SECTION 21. EFFECTIVE DATE. This Revised Plan shall be effective, and
Awards may be granted under this Revised Plan, on or after November 10, 2004.

                                      -12-
<PAGE>

                                   APPENDIX A

      The following terms shall have the meaning indicated:

            "ACTUAL VALUE" has the meaning set forth in Section 9.

            "ALPHA" shall mean Alpha Natural Resources, Inc., a Delaware
      corporation.

            "ASSOCIATED AWARD" shall mean an Award granted concurrently or
      subsequently in conjunction with another Award.

            "AWARD" shall mean an award of rights to an Eligible Person under
      this Revised Plan.

            "AWARD PERIOD" has the meaning set forth in subsection 9(b).

            "BENEFICIARY" has the meaning set forth in Section 16.

            "BOARD" shall mean the board of directors of Alpha.

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

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


                                     -13-
<PAGE>

      the recipient of any Awards pursuant to this Revised Plan and (iii) shall
      otherwise comply with the requirements of the Delaware General Corporation
      Law, including Section 157(c) thereunder.

            "COMPANY" shall mean Alpha and any parent, subsidiary or affiliate
      of Alpha.

            "COMMON SHARES" shall mean shares of common stock, par value $0.01
      per share, of Alpha and stock of any other class into which such shares
      may thereafter be changed.

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

            "ELIGIBLE PERSON(S)" shall mean those persons who are full or
      part-time employees of the Company or other individuals who perform
      services for the Company, including, without limitation, directors who are
      not employees of the Company and consultants and independent contractors
      who perform services for the Company.

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

            "FAIR MARKET VALUE" shall mean such value rounded up to the nearest
      cent as determined by the Committee in accordance with applicable law.

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

            "MAXIMUM VALUE" has the meaning set forth in subsection 9(a).

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

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

            "PARTICIPANT" shall mean an Eligible Person to whom an Award has
      been granted under this Revised Plan.

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

            "PERMITTED TRANSFEREE" means (i) any person defined as an employee
      in the Instructions to Registration Statement Form S-8 promulgated by the
      Securities and Exchange Commission, as such Form may be amended from time
      to time, which persons include, as of the date of adoption of this Revised
      Plan, (a) executors, administrators or beneficiaries of the estates of
      deceased Participants, guardians or members of a committee for incompetent
      former Participants, or similar

                                      -14-
<PAGE>

      persons duly authorized by law to administer the estate or assets of
      former Participants, and (b) Participants' family members who acquire
      Awards from the Participant other than for value, through a gift or a
      domestic relations order. For purposes of this definition, "FAMILY MEMBER"
      includes any child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, or
      sister-in-law, including adoptive relationships, any person sharing the
      Participant's household (other than a tenant or employee), a trust in
      which these persons have more than fifty percent of the beneficial
      interest, a foundation in which these persons (or the Participant) control
      the management of assets, and any other entity in which these persons (or
      the Participant) own more than fifty percent of the voting interests. For
      purposes of this definition, neither (i) a transfer under a domestic
      relations order in settlement of marital property rights; nor (ii) a
      transfer to an entity in which more than fifty percent of the voting
      interests are owned by family members (or the Participant) in exchange for
      an interest in that entity is considered a transfer for "VALUE".

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

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

            "RESTRICTED PERIOD" has the meaning set forth in subsection 8(b).

            "RESTRICTED STOCK" shall mean an Award of Common Shares that are
      issued subject, in part, to the terms, conditions and restrictions
      described in Section 8.

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

            "REVISED PLAN" shall mean this Alpha Natural Resources, Inc. 2004
      Long-Term Incentive Plan, as amended and restated effective ____________
      __, 2005.

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

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

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

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

                                      -15-
<PAGE>

            "TEN PERCENT EMPLOYEE" shall mean an employee of Alpha or any parent
      or subsidiary of Alpha who owns stock representing more than ten percent
      of the voting power of all classes of stock of Alpha or any parent or
      subsidiary of Alpha.

            "TREASURY REGULATION" shall mean a final, proposed or temporary
      regulation of the Department of Treasury under the Code and any successor
      regulation.

                                      -16-