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                                                                   Exhibit 10.11

                         ALPHA NATURAL RESOURCES, INC.

                         2005 LONG-TERM INCENTIVE PLAN

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

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

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

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

      No member of the Committee and no officer of the Company shall be liable
for anything done or omitted to be done by such member or officer, by any other
member of the Committee or by any other officer of the Company in connection
with the performance of duties under this Plan, except for his or her own
willful misconduct or as expressly provided by statute. In addition to all other
rights of indemnification and reimbursement to which a member of the Committee
and an officer of the Company may be entitled, the Company shall indemnify and
hold harmless each such member or officer who was or is a party or is threatened
to be made a party to any threatened, pending or completed proceeding or suit in
connection with the performance of duties under this Plan against expenses
(including reasonable attorneys' fees), judgments, fines, liabilities, losses
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such proceeding or suit, except for his or her own willful
misconduct or as expressly provided otherwise by statute. Expenses (including
reasonable attorneys' fees) incurred by such a member or officer in defending
any such proceeding or suit shall be paid by the Company in advance of the final
disposition of such proceeding or suit upon receipt of a

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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.

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

      SECTION 5. AWARDS UNDER THIS PLAN.

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

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

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

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

            (a) The exercise price of a Stock Option may be 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:

                  (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.

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

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

            (i) For purposes of payments made to exercise Stock Options, such
      payment shall be made in such form (including, but not limited to, cash,
      Common Shares, the surrender of another outstanding Award under this Plan
      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
Plan shall be evidenced by an agreement in such form as the Committee shall
prescribe from time to time in accordance with this Plan and shall comply with
the applicable terms and conditions of this Section and this Plan, and with such
other terms and conditions, including, but not limited to, restrictions upon the
Award of Stock Appreciation Rights or the Common Shares issuable upon exercise
thereof, as the Committee, in its discretion, shall establish.

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

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

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

            (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

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      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 Plan shall be evidenced by
an agreement in such form as the Committee shall prescribe from time to time in
accordance with this Plan and shall comply with the applicable terms and
conditions of this Section and this Plan, and with such other terms and
conditions as the Committee, in its discretion, shall establish.

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

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

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

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

            (e) The Committee may grant Associated Awards of Dividend
      Equivalents to Participants in connection with Awards of Restricted Stock
      Units. The Committee may provide,

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

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

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

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

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

            (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

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      to have been canceled and the Associated Award, if any, may be canceled or
      permitted to continue in effect in accordance with its terms. If the
      Performance Grant has any Actual Value and:

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

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

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

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

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

      SECTION 13. AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THIS PLAN. The terms
of any outstanding Award under this Plan may be amended or modified from time to
time by the Committee in its discretion in any manner that it deems appropriate
(including, but not limited to, acceleration of the date of exercise of any
Award and/or payments under any Award) if the Committee could grant such amended
or modified Award under the terms of this Plan at the time of such amendment or
modification; provided that no such amendment or modification shall adversely
affect in a material manner any right of a Participant under the Award without
his or her written consent. The Committee may, in its discretion, permit holders
of Awards under this Plan to surrender outstanding Awards in order to exercise
or realize the rights under other Awards, or in exchange for the grant of new
Awards, or require holders of Awards to surrender outstanding Awards as a
condition precedent to the grant of new Awards under this Plan.

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

      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

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made by the Committee shall be final, conclusive and binding for all purposes of
this Plan. Unless otherwise provided by the Committee, all outstanding Awards
shall terminate immediately prior to the consummation of any dissolution or
liquidation of the Company.

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

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

      SECTION 18. MISCELLANEOUS PROVISIONS.

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

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

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

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

                                      -9-
<PAGE>

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

            (f) It is the intent of Alpha that this Plan comply in all respects
      with Rule 16b-3 and Section 162(m), that any ambiguities or
      inconsistencies in construction of this Plan be interpreted to give effect
      to such intention and that if any provision of this 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 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 Plan be interpreted to give effect to such intention
      and that if any provision of this 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.

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

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

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

                                      -10-
<PAGE>

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

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

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

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

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

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

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

      SECTION 19. PLAN AMENDMENT OR SUSPENSION. This Plan may be amended or
suspended in whole or in part at any time from time to time by the Committee. No
amendment of this Plan shall adversely affect in a material manner any right of
any Participant with respect to any Award previously granted without such
Participant's written consent, except as permitted under Section 13; provided,
however, that the Committee may amend this 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. PLAN TERMINATION. This Plan shall terminate upon the earlier
of the following dates or events to occur:

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

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

      No termination of this Plan shall materially alter or impair any of the
rights or obligations of any Participant, without his or her consent, under any
Award previously granted under this Plan, except that

                                      -11-
<PAGE>

subsequent to termination of this Plan, the Committee may make amendments or
modifications permitted under Section 13.

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

                                      -12-
<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 Plan.

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

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

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

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

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

                                      -13-
<PAGE>

      this 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.

            "EFFECTIVE DATE" shall mean the date the Board adopts this Plan.

            "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 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

                                      -14-
<PAGE>

      of this Plan, (a) executors, administrators or beneficiaries of the
      estates of deceased Participants, guardians or members of a committee for
      incompetent former Participants, or similar persons duly authorized by law
      to administer the estate or assets of former Participants, and (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.

            "PLAN" shall mean this Alpha Natural Resources, Inc. 2005 Long-Term
      Incentive Plan.

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

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

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

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

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

            "SECTION 162(m)" shall mean 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.

EFFECTIVE DATE:  __________ __, 2005

                                      -16-