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                                                                   EXHIBIT 10.24

                                  PLAN DOCUMENT
                                       AND
                            SUMMARY PLAN DESCRIPTION
                                     OF THE
                          ALPHA NATURAL RESOURCES, INC.
                          KEY EMPLOYEE SEPARATION PLAN

                            EFFECTIVE MARCH 22, 2006

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                          ALPHA NATURAL RESOURCES, INC.
                          KEY EMPLOYEE SEPARATION PLAN

ARTICLE 1. INTRODUCTION

     1.1 Purpose. The purposes of this Alpha Natural Resources, Inc. Key
Employee Separation Plan is to assist the Company to retain the services of key
employees by providing eligible employees of the Company and its Affiliates with
certain severance and welfare benefits in the event their employment is
terminated (or constructively terminated).

     1.2 Term of the Plan. The Plan shall generally be effective as of the
Effective Date, but subject to amendment from time to time in accordance with
Article 7. The Plan shall continue until terminated pursuant to Article 7
hereof.

ARTICLE 2. DEFINITIONS

     Except as may otherwise be specified or as the context may otherwise
require, the following terms shall have the respective meanings set forth below
whenever used herein:

          (a) "Affiliate" shall mean any parent entities, affiliated
Subsidiaries and/or divisions of the Company.

          (b) "Alpha" shall mean Alpha Natural Resources, Inc., a Delaware
corporation.

          (c) "Base Pay" shall mean the Participant's annual base salary rate,
exclusive of bonuses, commissions and other incentive pay, as in effect
immediately preceding the Participant's Date of Termination.

          (d) "Benefit Factor" shall mean the multiple (either 2.0, 1.5, or 1.0)
which has been assigned to each Participant for purposes of determining the
Participant's benefit under Section 4.2(a)(ii) and Section 4.3(a)(ii), as the
case may be, and which Benefit Factor may be different for each of Section
4.2(a)(ii) and Section 4.3(a)(ii).

          (e) "Benefit Plans" shall mean the insurance and health and welfare
benefits plans and policies to which Participant is entitled to participate.

          (f) "Board" shall mean the Board of Directors of Alpha.

          (g) "Cause" shall mean:

               (i) Participant's gross negligence or willful misconduct in the
performance of the duties and services required of Participant;

               (ii) Participant's final conviction of, or plea of guilty or nolo
contendere to, a felony or Participant engaging in fraudulent or criminal
activity relating to the scope of Participant's employment (whether or not
prosecuted);

               (iii) a material violation of Alpha's Code of Business Ethics;

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               (iv) any continuing or repeated failure to perform the duties as
requested in writing by the Participant's supervisor(s) or the Board after
Participant has been afforded a reasonable opportunity (not to exceed 30 days)
to cure such breach;

               (v) the commission of a felony or crime involving moral
turpitude; or

               (vi) conduct which brings the Company and/or its Affiliates into
public disgrace or disrepute in any material respect.

     Determination as to whether or not Cause exists for termination of
Participant's employment will be made by the Board.

          (h) "Change in Control" shall mean the first to occur, after the
Effective Date, of any of the following:

               (i) any merger, consolidation or business combination in which
the stockholders of Alpha immediately prior to the merger, consolidation or
business combination do not own at least a majority of the outstanding equity
interests of the surviving parent entity;

               (ii) the sale of all or substantially all of Alpha's assets in a
single transaction or a series of related transactions;

               (iii) the acquisition of beneficial ownership or control of
(including, without limitation, power to vote) a majority of the outstanding
common stock of Alpha by any person or entity (including a "group" as defined by
or under Section 13(d)(3) of the Securities Exchange Act);

               (iv) the stockholders of Alpha approve any plan for the
dissolution or liquidation of Alpha; or

               (v) a contested election of directors, as a result of which or in
connection with which the persons who were directors of Alpha before such
election or their nominees cease to constitute a majority of Alpha's Board.

Upon the occurrence of a Change in Control as provided above, no subsequent
event or condition shall constitute a Change in Control for purposes of the Plan
with the result that there can be no more than one Change in Control hereunder.

          (i) "COBRA" means the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended.

          (j) "COBRA Continuation Period" shall mean the continuation period for
medical and dental insurance to be provided under the terms of this Plan which
shall commence on the first day of the calendar month following the month in
which the Date of Termination falls.

          (k) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (l) "Committee" shall mean the Compensation Committee of the Board.


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          (m) "Company" shall mean Alpha Natural Resources Services, LLC, a
Delaware limited liability company, and its parent entities, Subsidiaries and
Affiliates as may employ Participant from time to time; provided that a
Subsidiary which ceases to be, directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with Alpha
prior to a Change in Control (other than in connection with and as an integral
part of a series of transactions resulting in a Change in Control) shall,
automatically and without any further action, cease to be (or be a part of) the
Company and its Affiliates for purposes hereof.

          (n) "Covered Change in Control Termination" shall mean, with respect
to a Participant, if, during the 90-day period immediately preceding a Change in
Control, or on or within the one-year period immediately following a Change in
Control, the occurrence of an Involuntary Termination Associated with a Change
in Control. A Participant shall not be deemed to have terminated employment for
purposes of the Plan merely because Participant's employment is transferred from
the Company to any Affiliate of the Company.

          (o) "Covered Termination Prior to Change in Control" shall mean, at
any time prior to the 90-day period immediately preceding a Change in Control,
the termination of Participant's employment with the Company and any of its
Affiliates: (i) by the Company and any Affiliate for any reason other than (A)
Cause, (B) the Participant's death, or the Participant's Disability or (ii) on
account of a Good Reason termination of employment by the Participant. A
Participant shall not be deemed to have terminated employment for purposes of
the Plan merely because Participant's employment is transferred from the Company
to any Affiliate of the Company.

          (p) "Date of Termination" shall mean the date on which a Covered
Change in Control Termination or Covered Termination Prior to a Change in
Control occurs, as the case may be.

          (q) "Disability" shall mean the Participant's physical or mental
incapacity to perform his or her usual duties with such condition likely to
remain continuously and permanently as determined by the Company.

          (r) "Effective Date" shall mean March 22, 2006.

          (s) "Good Reason" shall mean the termination of the Participant's
employment with the Company by the Participant as a result of the occurrence,
without the Participant's written consent, of one of the following events:

               (i) A material reduction in the Participant's (A) annual Base Pay
or (B) Target Bonus opportunity (unless such reduction in (A) and/or (B) relates
to an across-the-board reduction similarly affecting Participant and all or
substantially all other executives of the Company and its Affiliates);

               (ii) A failure to provide Participant with the opportunity to
participate in any equity-based plans of the Company and its Affiliates on a
similar basis to those of other similarly situated executives of the Company and
its Affiliates;


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               (iii) The Company makes or causes to be made a material adverse
change in the Participant's position, authority, duties or responsibilities
which results in a significant diminution in the Participant's position,
authority, duties or responsibilities, including, without limitation,
Participant being required to report to any person other than their
supervisor(s) (on the date of the commencement of their participation in the
Plan) or such other person of more senior rank and authority than such
supervisor(s), except in connection with (A) a reassignment to a New Job
Position, or (B) a termination of Participant's employment with the Company for
Disability, Cause, death, or temporarily as a result of Participant's incapacity
or other absence for an extended period;

               (iv) A relocation of the Company's principal place of business,
or of Participant's own office as assigned to Participant by the Company to a
location that increases Participant's normal work commute by more than 50 miles;
or

               (v) The Company or the Board engages in any illegal activity or
material violation of governmental laws, rules or regulations in connection with
the Company and/or its Affiliates; provided, that such illegal activity or
material violation could reasonably be expected to have a material adverse
effect on the Company and its Affiliates, taken as a whole.

     In order for Participant to terminate for Good Reason, (A) the Company must
     be notified by Participant in writing within 90 days of the event
     constituting Good Reason, (B) the event must remain uncorrected by the
     Company for 30 days following such notice (the "Notice Period"), and (C)
     such termination must occur within 60 days after the expiration of the
     Notice Period.

          (t) "Involuntary Termination Associated With a Change in Control"
means the termination of Participant's employment with the Company and any of
its Affiliates related to a Change in Control: (i) by the Company and any
Affiliate for any reason other than (A) Cause, (B) the Participant's death, or
(C) the Participant's Disability; or (ii) on account of a Good Reason
termination of employment by the Participant.

          (u) "New Job Position" shall mean a change in the Participant's
position, authority, duties or responsibilities with the Company or any
Affiliate due to the Participant's demonstrated inadequate or unsatisfactory
performance, provided the Participant had been notified of such inadequate
performance and had been given at least 30 days to cure such inadequate
performance.

          (v) "Notice of Termination" shall mean a notice given by the Company
or Participant, as applicable, which shall indicate the specific termination
provision in the Plan relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Participant's employment under the provisions so indicated.

          (w) "Participant" shall have the meaning ascribed by Article 3.

          (x) "Plan" shall mean this Alpha Natural Resources, Inc. Key Employee
Separation Plan, as it may be amended from time to time in accordance with
Article 7.


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          (y) "Plan Administrator" shall have the meaning ascribed by Article
12.

          (z) "Release" shall have the meaning ascribed by Section 4.5.

          (aa) "Retention Compensation Plan" shall have the meaning ascribed by
Section 4.2(a)(iii).

          (bb) "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

          (cc) "Service Period" shall mean the number of months of additional
service credit (24, 18 or 12) which has been assigned to each Participant for
purposes of determining the Participant's benefit under Section 4.2(a)(v) and
Section 4.3(a)(v), as the case may be, and which Service Period may be different
for each of Section 4.2(a)(v) and Section 4.3(a)(v).

          (dd) "Six Month Payment Date" means the six (6) month anniversary of
the Date of Termination.

          (ee) "Stock" shall mean the common stock, par value $.01 per share, of
Alpha.

          (ff) "Subsidiary" shall mean any Company controlled entity.

          (gg) "Target Bonus" shall mean 100% of the annual bonus which is
established by the Committee or the Board, as applicable.

ARTICLE 3. PARTICIPATION

     3.1 Employees of the Company or any Affiliate who are determined by the
Committee, as provided in Article 5, to be responsible for the continued growth,
development and future financial success of the Company shall be eligible to
participate in the Plan. Any such employee selected to participate in the Plan
shall be referred to herein as "Participant". The initial Participants and their
respective Benefit Factors and Service Periods shall be selected and approved by
the Committee. The Company, in its discretion, may add Participants to the Plan
and assign and approve for each of them their respective Benefit Factors and
Service Periods, from time to time, and shall periodically review and update the
list of Participants.

     3.2 Notwithstanding the foregoing and subject to Section 7.2, the Committee
may terminate a Participant's participation in the Plan at any time, in its sole
and absolute discretion. Subject to Section 7.2, a termination of Participant's
employment with the Company and any Affiliate except under the circumstances
described in Section 4.2 and Section 4.3, shall automatically, with no further
act on the part of the Company or any Affiliate, terminate any right of such
Participant to participate, or receive any benefits under, this Plan.

ARTICLE 4. BENEFITS

     4.1 Change in Control Bonus Payment. During Participant's employment with
the Company, in the event of a Change in Control, Participant shall be entitled
to receive a lump sum cash payment equal to a pro rata Target Bonus for the year
in which the Change in Control


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occurs, which shall be based on the portion of such year that Participant was
employed by the Company and any Affiliate prior to the effective date of the
Change in Control. Such payment, if any, shall be made contemporaneous with the
Change in Control, or as soon as administratively feasible thereafter.

     4.2 If a Covered Change in Control Termination occurs with respect to a
Participant, then such Participant shall be entitled hereunder to the following:

          (a) Compensation and Benefits Upon Covered Change in Control
Termination. Subject to Participant's execution of the Release as provided in
Section 4.5, in the event of a Covered Change in Control Termination, the
Company shall pay and provide to the Participant:

               (i) (A) any Base Pay earned, accrued or owing to him or her
through the Date of Termination, (B) any individual bonuses or individual
incentive compensation not yet paid, but due and payable under the Company's
and/or its Affiliates' plans for years prior to the year of Participant's
termination of employment, (C) reimburse Participant for all reasonable and
customary expenses incurred by Participant in performing services for the
Company prior to the Date of Termination, and (D) payment equal to the amount of
accrued, but unused, vacation time.

               (ii) A lump sum cash payment equal to the applicable Benefit
Factor multiplied by: (A) Participant's Base Pay in effect as of the Date of
Termination; plus (B) Participant's Target Bonus for the year in which the Date
of Termination occurs.

               (iii) A pro rata share of any individual annual cash bonuses or
individual annual cash incentive compensation, based on the target levels set
for such bonuses, under the Company's and its Affiliates' applicable plans for
the year of Participant's termination of employment based on the portion of such
year that Participant was employed by the Company and any Affiliate; provided,
however, that there shall not be any pro-ration of any amounts payable under
Alpha's Retention Compensation Plan, dated November 10, 2005 (if applicable)
(the "Retention Compensation Plan").

               (iv) To the extent permitted by applicable law and the Benefit
Plans, the Company shall maintain Participant's paid coverage for health
insurance (through the payment of Participant's COBRA premiums) and other dental
and life insurance benefits until the earlier to occur of: (a) Participant
obtaining the age of 65, (b) the date Participant is provided by another
employer benefits substantially comparable to the benefits provided by the
Benefit Plans (which Participant must provide prompt notice with respect thereto
to the Company), or (c) the expiration of the COBRA Continuation Period. During
the applicable period of coverage described in the foregoing sentence,
Participant shall be entitled to benefits, on substantially the same basis as
would have otherwise been provided had Participant not been terminated and the
Company will have no obligation to pay any benefits to, or premiums on behalf
of, Participant after such period ends. To the extent that such benefits are
available under the Benefit Plans and Participant had such coverage immediately
prior to termination of employment, such continuation of benefits for
Participant shall also cover Participant's dependents for so long as Participant
is receiving such benefits under this Section 4.2(a)(iv). The COBRA Continuation
Period for medical and dental insurance under this Section 4.2(a)(iv) shall be
deemed to run


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concurrent with the continuation period federally mandated by COBRA (generally
18 months), or any other legally mandated and applicable federal, state, or
local coverage period for benefits provided to terminated employees under the
health care plan.

               (v) If applicable, the Company shall pay to Participant a lump
sum cash payment equal to the difference between the present value of the
Participant's accrued pension benefits on the Date of Termination under any
qualified defined benefit plan and (if eligible) supplemental retirement plan
(together, the "pension plans") sponsored by the Company or any Affiliate and
the present value of the accrued pension benefits to which the Participant would
have been entitled under the pension plans if Participant had continued
participation in those plans for the applicable Service Period after the Date of
Termination. Such amount shall be determined based on an average of the amount
contributed by, or on behalf of, Participant in the two years prior to the Date
of Termination.

               (vi) A lump sum cash payment of $15,000 in order to cover the
cost of outplacement assistance services for Participant and other expenses
associated with seeking another employment position.

               (vii) All payments to be made pursuant to this Section 4.2 shall
be made, in lump sum, no later than 60 days after the Date of Termination;
provided, however, that any such payment or other benefit provided hereunder may
be delayed to the Six Month Payment Date to the extent necessary to comply with
Section 409A of the Code.

     4.3 If a Covered Termination Prior to a Change in Control occurs with
respect to a Participant, then such Participant shall be entitled hereunder to
the following:

          (a) Compensation and Benefits Upon Covered Termination Prior to a
Change in Control. Subject to Participant's execution of the Release described
in Section 4.5, in the event of a Covered Termination Prior to a Change in
Control, the Company shall pay and provide to the Participant after his or her
Date of Termination:

               (i) (A) any Base Pay earned, accrued or owing to him or her
through the Date of Termination, (B) any individual bonuses or individual
incentive compensation not yet paid, but due and payable under the Company's
and/or its Affiliates' plans for years prior to the year of Participant's
termination of employment, (C) reimburse Participant for all reasonable and
customary expenses incurred by Participant in performing services for the
Company prior to the Date of Termination, and (D) payment equal to the amount of
accrued, but unused, vacation time.

               (ii) A lump sum cash payment equal to the applicable Benefit
Factor multiplied by: (A) Participant's Base Pay in effect as of the Date of
Termination; plus (B) Participant's Target Bonus for the year in which the Date
of Termination occurs.

               (iii) A pro rata share of any individual annual cash bonuses or
individual annual cash incentive compensation, based on the target levels set
for such bonuses, under the Company's and its Affiliates' applicable plans for
the year of Participant's termination of employment based on the portion of such
year that Participant was employed by the Company and any Affiliate; provided,
however, that there shall not be any pro-ration of any amounts payable under
Alpha's Retention Compensation Plan.


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               (iv) To the extent permitted by applicable law and the Benefit
Plans, the Company shall maintain Participant's paid coverage for health
insurance (through the payment of Participant's COBRA premiums) and other dental
and life insurance benefits until the earlier to occur of: (a) Participant
obtaining the age of 65, (b) the date Participant is provided by another
employer benefits substantially comparable to the benefits provided by the
Benefit Plans (which Participant must provide prompt notice with respect thereto
to the Company), or (c) the expiration of the COBRA Continuation Period. During
the applicable period of coverage described in the foregoing sentence,
Participant shall be entitled to benefits, on substantially the same basis as
would have otherwise been provided had Participant not been terminated and the
Company will have no obligation to pay any benefits to, or premiums on behalf
of, Participant after such period ends. To the extent that such benefits are
available under the Benefit Plans and Participant had such coverage immediately
prior to termination of employment, such continuation of benefits for
Participant shall also cover Participant's dependents for so long as Participant
is receiving such benefits under this Section 4.3(a)(iv). The COBRA Continuation
Period for medical and dental insurance under this Section 4.3(a)(iv) shall be
deemed to run concurrent with the continuation period federally mandated by
COBRA (generally 18 months), or any other legally mandated and applicable
federal, state, or local coverage period for benefits provided to terminated
employees under the health care plan.

               (v) If applicable, the Company shall pay to Participant a lump
sum cash payment equal to the difference between the present value of the
Participant's accrued pension benefits on the Date of Termination under any
qualified defined benefit plan and (if eligible) supplemental retirement plan
(together, the "pension plans") sponsored by the Company or any Affiliate and
the present value of the accrued pension benefits to which the Participant would
have been entitled under the pension plans if Participant had continued
participation in those plans for the applicable Service Period after the Date of
Termination. Such amount shall be determined based on an average of the amount
contributed by, or on behalf of, Participant in the two years prior to the Date
of Termination.

               (vi) A lump sum cash payment of $15,000 in order to cover the
cost of outplacement assistance services for Participant and other expenses
associated with seeking another employment position.

               (vii) All payments to be made pursuant to this Section 4.3 shall
be made, in lump sum, no later than 60 days after the Date of Termination;
provided, however, that any such payment or other benefit provided hereunder may
be delayed to the Six Month Payment Date to the extent necessary to comply with
Section 409A of the Code.

     4.4 Vesting of Equity. With respect to any equity awards or grants made by
the Company or any Affiliate after the Effective Date of this Plan and
notwithstanding any provision to the contrary in any applicable plan, program or
agreement, upon a termination of Participant's employment with the Company and
any Affiliate pursuant to Section 4.2 or Section 4.3, as the case may be, all
stock options, restricted stock and other equity rights held by Participant will
become fully vested and/or exercisable, as the case may be, on the Date of
Termination, and all stock options held by Participant shall remain exercisable
until the earlier to occur of: (a) the expiration date of the applicable option
term or (b) the one (1) year anniversary of Participant's Date of Termination;
provided, however, that the payment of performance-based awards will


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continue to be subject to the attainment of the performance goals as specified
in the applicable plan or award agreement.

     4.5 Release. Notwithstanding any other provision of the Plan to the
contrary, no payment or benefit otherwise provided for under or by virtue of
Section 4.2, Section 4.3 and/or Section 4.4 of the Plan shall be paid or
otherwise made available unless and until the Company shall have first received
from the applicable Participant (no later than 45 days after the Company has
provided to the Participant estimates relating to the payments to be made under
the Plan) a valid, binding and irrevocable general release, non-disparagement
and non-competition agreement, substantially in the form of Exhibit A hereto
(the "Release"), accompanied by any legally required information concerning exit
incentive or group termination programs. If the Company determines that the
Participant has not fully complied with any of the terms of the Release, the
Company and any Affiliate may withhold benefits described in Sections 4.2, 4.3
and/or 4.4 not yet in pay status or discontinue the payment of such benefits and
may require the Participant, by providing written notice of such repayment
obligation to the Participant, to repay any portion or such benefits already
received under the Plan. If the Company notifies a Participant that repayment of
all or any portion of the benefits received under the Plan is required, such
amounts shall be repaid within 30 calendar days of the date written notice is
sent. Any remedy under this Section 4.5 shall be in addition to, and not in
place of, any other remedy, including injunctive relief, that the Company and
any Affiliate may have.

     4.6 WARN. Notwithstanding any other provision of the Plan to the contrary,
to the extent permitted by the Worker Adjustment and Retraining Notification Act
("WARN"), any benefit payable hereunder to a Participant as a consequence of the
Participant's Covered Change in Control Termination or Covered Termination Prior
to a Change in Control, as the case may be, shall be reduced by any amounts
required to be paid under Section 2104 of WARN to such Participant in connection
with such termination.

     4.7 Termination of Employment on Account of Disability, Cause or Death.
Notwithstanding anything in this Plan to the contrary, if the Participant's
employment with the Company and any Affiliate terminates on account of
Disability, Cause or because of his or her death, the Participant shall not be
considered to have terminated employment under Section 4.2 or Section 4.3 of
this Plan and shall not receive benefits pursuant to Section 4.2, Section 4.3
and/or Section 4.4 hereof. Notwithstanding, the Participant shall be entitled to
receive disability benefits under any disability program then maintained by the
Company or any Affiliate that covers the Participant as provided under the terms
of such disability program.

ARTICLE 5. ADMINISTRATION

     5.1 The Plan shall be administered by the Committee appointed by the Board.

     5.2 The Committee shall have the full and absolute power, authority and
sole discretion to construe, interpret and administer the Plan, to make factual
determinations, to correct deficiencies therein, and to supply omissions,
including resolving any ambiguity or uncertainty arising under or existing in
the terms and provisions of the Plan, which determinations shall be final,
conclusive, and binding on the Company, its Affiliates, the Participant and any
and all interested parties.


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     5.3 The Committee may delegate any and all of its powers and
responsibilities hereunder to other persons by formal resolution filed with, and
accepted by, the Board. Any such delegation may be rescinded at any time by
written notice from the Committee to the person to whom delegation is made.

     5.4 The Committee shall have the full and absolute authority to employ and
rely on such legal counsel, actuaries and accountants (which may also be those
of the Company and its Affiliates), and other agents, designees and delegatees,
as it may deem advisable to assist in the administration of the Plan.

     5.5 Notwithstanding any provision of this Plan to the contrary, if any
benefit provided under this Plan is subject to the provisions of Section 409A of
the Code and the regulations issued thereunder, the provisions of the Plan shall
be administered, interpreted and construed in a manner necessary to comply with
Section 409A and the regulations issued thereunder (or disregarded to the extent
such provision cannot be so administered, interpreted, or construed).

ARTICLE 6. PARACHUTE TAX PROVISIONS

     6.1 The provisions of this Article 6 shall apply notwithstanding anything
in this Plan to the contrary. In the event that it shall be determined that any
payment or distribution to or for the benefit of the Participant, whether paid
or payable or distributed or distributable pursuant to the terms of this Plan or
otherwise (a "Payment"), would constitute an "excess parachute payment" within
the meaning of Section 280G of the Code, the Company and its Affiliates will
apply a limitation on the Payment amount as specified in Section 6.2 unless it
is determined that the "Net After Tax Benefits" to the Participant would be
greater if the limitations of Section 6.2 were not imposed. For purposes of this
Article 6, "Net After Tax Benefits" shall mean the present value of the Payments
net of all taxes imposed on the Participant with respect thereto, including but
not limited to excise taxes imposed under Section 4999 of the Code, determined
by applying the highest marginal income tax rate applicable to the Participant
for such year.

     6.2 The aggregate present value of the Payments under Article 4 of this
Plan ("Plan Payments") shall be reduced (but not below zero) to the Reduced
Amount. The "Reduced Amount" shall be an amount expressed in present value which
maximizes the aggregate present value of Plan Payments without causing any
Payment to be subject to the limitation of deduction under Section 280G of the
Code. For purposes of this Article 6, "present value" shall be determined in
accordance with Section 280G(d)(4) of the Code.

     6.3 Except as set forth in the next sentence, all determinations to be made
under this Article 6 shall be made by the nationally recognized independent
public accounting firm used by the Company immediately prior to the Change in
Control ("Accounting Firm"), which Accounting Firm shall provide its
determinations and any supporting calculations to the Company and the
Participant within ten (10) days of the Participant's Date of Termination;
provided, however, that, in the event the Accounting Firm will not or cannot
make such a determination, the Company and its Affiliates shall select Deloitte
& Touche or such other appropriate firm to make such determination. The value of
the Participant's non-competition covenant under Section 4 of the Release shall
be determined by independent appraisal by a nationally-recognized business
valuation firm, and a portion of the Plan Payments shall, to the extent of that
appraised value, be specifically allocated as reasonable compensation for such
non-competition covenant and shall not be treated as a parachute payment.


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     6.4 All of the fees and expenses of the Accounting Firm in performing the
determinations referred to in this Article 6 shall be borne solely by the
Company and its Affiliates.

ARTICLE 7. AMENDMENT AND TERMINATION

     7.1 Subject to Section 7.2, the Committee shall have the right in its
discretion at any time to amend the Plan in any respect or to terminate the Plan
prior to a Change in Control.

     7.2 Notwithstanding any other provision of the Plan to the contrary, the
Plan (including, without limitation, this Section 7.2) as applied to any
particular Participant may not be amended or terminated at any time within the
90 day period immediately prior to, on or after the occurrence of a Change in
Control in any manner adverse to the interests of such Participant, without the
express written consent of such Participant, except in the event (a) of a
termination of Participant's employment with the Company and its Affiliates
under the circumstances described in Section 4.7 and/or (b) the Committee
determines to amend the Plan in order to conform the provisions of the Plan with
Section 409A of the Code regardless of whether such modification, amendment, or
termination of the Plan shall adversely affect the rights of a Participant under
the Plan

ARTICLE 8. EMPLOYMENT RIGHTS

     Nothing expressed or implied in this Plan will create any right or duty on
the part of the Company, any Affiliate or the Participant to have the
Participant remain in the employment of the Company or any Affiliate.

ARTICLE 9. MISCELLANEOUS

     9.1 (a) The Company and its Affiliates shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company and its Affiliates
(taken as a whole) expressly to assume and agree to perform under the terms of
the Plan in the same manner and to the same extent that the Company and its
Affiliates would be required to perform it if no such succession had taken place
(provided that such a requirement to perform which arises by operation of law
shall be deemed to satisfy the requirements for such an express assumption and
agreement), and in such event the Company and its Affiliates (as constituted
prior to such succession) shall have no further obligation under or with respect
to the Plan. Failure of the Company and its Affiliates to obtain such assumption
and agreement with respect to any particular Participant prior to the
effectiveness of any such succession shall be a breach of the terms of the Plan
with respect to such Participant and shall entitle each such Participant to
compensation from the Company (as constituted prior to such succession) in the
same amount and on the same terms as the Participant would be entitled to
hereunder were the Participant's employment terminated in a Covered Termination
Prior to a Change in Control or, in the event of a Change in Control, a Covered
Change in Control Termination, as the case may be, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. Effective upon a transfer or
assignment of this Plan, the term "Company" shall mean any successor to the
Company's business or assets as aforesaid which assumes and agrees (or is
otherwise required) to perform the Plan. Nothing in this Section 9.1(a) shall be
deemed to


                                      -12-

<PAGE>

cause any event or condition which would otherwise constitute a Change in
Control not to constitute a Change in Control.

          (b) To the maximum extent permitted by law, the right of any
Participant or other person to any amount under the Plan may not be subject to
voluntary or involuntary anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or such other person.

          (c) The terms of the Plan shall inure to the benefit of and be
enforceable by the personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees of each Participant. If a
Participant shall die while an amount would still be payable to the Participant
hereunder if they had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of the Plan to the
Participant's devisee, legatee or other designee or, if there is no such
designee, their estate.

     9.2 Except as expressly provided in Section 4.2 and Section 4.3,
Participants shall not be required to mitigate damages or the amount of any
payment or benefit provided for under the Plan by seeking other employment or
otherwise, nor will any payments or benefits hereunder be subject to offset in
the event a Participant does mitigate.

     9.3 The Company shall, to the extent necessary, modify the timing of
delivery of compensation and/or benefits to Participant if it is determined that
the timing would result in the additional tax and/or interest and/or penalties
assessed to Participant under Section 409A of the Code.

     9.4 All notices under the Plan shall be in writing, and if to the Company
or the Committee, shall be delivered to the General Counsel of Alpha, or mailed
to Alpha's principal office, addressed to the attention of the General Counsel
of Alpha; and if to a Participant (or the estate or beneficiary thereof), shall
be delivered personally or mailed to the Participant at the address appearing in
the records of the Company and its Affiliates.

     9.5 Unless otherwise determined by the Company in an applicable plan or
arrangement, no amounts payable hereunder upon a Covered Termination Prior to a
Change in Control or a Covered Change in Control Termination, as the case may
be, shall be deemed salary or compensation for the purpose of computing benefits
under any employee benefit plan or other arrangement of the Company and/or any
Affiliate for the benefit of employees unless the Company shall determine
otherwise.

     9.6 Participation in the Plan shall not limit any right of a Participant to
receive any payments or benefits under any employee benefit or executive
compensation plan of the Company and/or its Affiliates, initially adopted as of
or after the Effective Date; provided that in no event shall any Participant be
entitled to any payment or benefit under the Plan which duplicates a payment or
benefit received or receivable by the Participant under any severance or similar
plan or policy of the Company and/or its Affiliates.

     9.7 Any payments hereunder shall be made out of the general assets of the
Company. Each Participant shall have the status of general unsecured creditors
of the Company, and the Plan constitutes a mere promise by the Company to make
payments under the Plan in the future as and to the extent provided herein.


                                      -13-

<PAGE>

     9.8 The Company shall be entitled to withhold from any payments or deemed
payments any amount of tax withholding required by law.

     9.9 The invalidity or unenforceability of any provision of the Plan shall
not affect the validity or enforceability of any other provision of the Plan
which shall remain in full force and effect.

     9.10 The use of captions in the Plan is for convenience. The captions are
not intended to and do not provide substantive rights.

     9.11 Except as otherwise preempted by the laws of the United States, the
Plan shall be construed, administered and enforced according to the laws of the
Commonwealth of Virginia, without regard to principles of conflicts of law, and
any action relating to this Plan must be brought in state and federal courts
located in the Commonwealth of Virginia.

ARTICLE 10. CLAIMS PROCEDURE

     If a Participant believes that he or she is eligible for benefits and has
not been so notified, such Participant should submit a written request for
benefits to the Plan Administrator. Such Participant must take such action no
later than 60 days after separation from service.

     IF PARTICIPANT CLAIM IS DENIED

     If all or part of a Participant's claim for benefits is denied, such
Participant will receive written notice of the denial from the Plan
Administrator within 60 days after such Participant has applied for a benefit.
This notice will include:

          -    the specific reason(s) for the denial;

          -    specific reference to the specific Plan provisions on which the
               denial is based;

          -    a description of any additional material or information which
               must be submitted to perfect the claim, and an explanation of why
               such material or information is necessary; and

          -    an explanation of the Plan's review procedure.

     If a Participant disagrees with the decision, such Participant may file a
written notice to have such Participant's claim reviewed by the Plan
Administrator. The Participant must file the notice for review within 60 days
after the denial was given or mailed to such Participant. The Participant should
file one copy of the notice with the Plan Administrator. In connection with the
review of Participant's claim, Participant (or such Participant's authorized
representative) will be given the opportunity to review all documentation
pertaining to the decision, and to submit issues and comments in writing.

     Participant's claim will be reconsidered and Participant will receive
written notice of the decision within 60 days after receiving such Participant's
application for review. If special circumstances require an extension,
Participant will receive written notice to that effect; in this


                                      -14-

<PAGE>

case, Participant will be informed of the final decision within 120 days. This
decision will be in writing and will include the reason for the decision, with
specific reference to pertinent Plan provisions. All interpretations,
determinations and decisions of the Plan Administrator will be final and
binding.

     If a Participant's claim for benefits is denied in whole or in part, such
Participant may file suit in a state or federal court. NOTWITHSTANDING, BEFORE
SUCH PARTICIPANT MAY FILE SUIT IN A STATE OR FEDERAL COURT, PARTICIPANT MUST
EXHAUST THE PLAN'S ADMINISTRATIVE CLAIMS PROCEDURE. IF ANY SUCH JUDICIAL OR
ADMINISTRATIVE PROCEEDING IS UNDERTAKEN, THE EVIDENCE PRESENTED WILL BE STRICTLY
LIMITED TO THE EVIDENCE TIMELY PRESENTED TO THE PLAN ADMINISTRATOR. IN ADDITION,
ANY SUCH JUDICIAL OR ADMINISTRATIVE PROCEEDING MUST BE FILED WITHIN SIX (6)
MONTHS AFTER THE PLAN ADMINISTRATOR'S FINAL DECISION.

ARTICLE 11. STATEMENT OF ERISA RIGHTS

     As a Participant in the Plan, each Participant is entitled to certain
rights and protections under ERISA. ERISA provides that all Participants shall
be entitled to:

     RECEIVE INFORMATION ABOUT THE PLAN AND BENEFITS

     Examine, without charge, at the Plan Administrator's office, all documents
governing the Plan.

     Obtain, upon written request to the Plan Administrator, copies of documents
governing the operation of the Plan and an updated summary plan description. The
Plan Administrator may make a reasonable charge for the copies.

     PRUDENT ACTIONS BY PLAN FIDUCIARIES

     In addition to creating rights for Participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate the Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of Participants and beneficiaries. No
one, including a Participant's employer or any other person, may fire such
Participant or otherwise discriminate against a Participant in any way to
prevent such Participant from obtaining a welfare benefit or exercising such
Participant's rights under ERISA. However, this rule neither guarantees
continued employment, nor affects the Company's right to terminate a
Participant's employment for other reasons.

     ENFORCE PARTICIPANT RIGHTS

     If a Participant's claim for a benefit is denied or ignored, in whole or in
part, a Participant has a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial, all
within certain time schedules.

     Under ERISA, there are steps a Participant can take to enforce the above
rights. For instance, if a Participant requests a copy of Plan documents and
does not receive them within 30 days, such Participant may file suit in a
Federal court. In such a case, the court may require the Plan Administrator to
provide the materials and pay such Participant up to $110 a day until
Participant receives the materials, unless the materials were not sent because
of reasons beyond


                                      -15-

<PAGE>

the control of the Plan Administrator. If a Participant has a claim for benefits
which is denied or ignored, in whole or in part, such Participant may file suit
in a state or Federal court. If a Participant is discriminated against for
asserting such Participant's rights, such Participant may seek assistance from
the U.S. Department of Labor, or may file suit in a Federal court. The court
will decide who should pay court costs and legal fees. If a Participant is
successful the court may order the person such Participant has sued to pay these
costs and fees. If a Participant loses, the court may order such Participant to
pay these costs and fees, for example, if it finds such Participant's claim is
frivolous.

     ASSISTANCE WITH PARTICIPANT QUESTION

     If a Participant has any questions about the Plan, such Participant should
contact the Plan Administrator. If a Participant has any questions about this
statement or about such Participant's rights under ERISA, or if a Participant
needs assistance in obtaining documents from the Plan Administrator, such
Participant should contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in such Participant's telephone
directory or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210. A Participant may also obtain certain
publications about such Participant's rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security
Administration.

ARTICLE 12. SUMMARY INFORMATION

     NAME OF PLAN: The name of the plan under which benefits are provided is the
Alpha Natural Resources, Inc. Key Employee Separation Plan.

     PLAN SPONSOR: The Sponsor of the Plan is:

          Alpha Natural Resources, Inc.
          One Alpha Place
          P.O. Box 2345
          Abingdon, Virginia 24212

     PLAN ADMINISTRATOR: The Plan Administrator of the Plan is:

          The Compensation Committee of the Board of Directors
          of Alpha Natural Resources, Inc.
          One Alpha Place
          P.O. Box 2345
          Abingdon, Virginia 24212

     EMPLOYER IDENTIFICATION NUMBER AND PLAN NUMBER: The Employer Identification
Number (EIN) assigned to the Plan Sponsor by the Internal Revenue Service is
02-0733940.

     TYPE OF PLAN: Severance Pay Employee Welfare Benefit Plan.

     TYPE OF ADMINISTRATION: The Plan is self-administered.


                                      -16-

<PAGE>

     FUNDING: Benefits payable under the Plan are provided from the general
assets of the Company.

     AGENT FOR SERVICE OF LEGAL PROCESS: For disputes arising under the Plan,
service of legal process may be made upon the General Counsel of Plan Sponsor.

     PLAN YEAR: The Plan's fiscal records are kept on a calendar year basis
(January 1 to December 31).


                                      -17-
<PAGE>

                                    EXHIBIT A

        GENERAL RELEASE, NON-DISPARAGEMENT AND NON-COMPETITION AGREEMENT

     THIS GENERAL RELEASE, NON-DISPARAGEMENT AND NON-COMPETITION AGREEMENT (the
"Agreement") is made as of this _____ day of ___________, _____, by and between
________________________________ (the "Company") and ___________________
("Employee").

     WHEREAS, the Employee formerly was employed by the Company;

     WHEREAS, Employee was designated by the Compensation Committee of the Board
of Directors (the "Board") of Alpha Natural Resources, Inc. to receive certain
severance benefits in the event of a termination of Employee's employment under
the circumstances set forth in the Key Employee Separation Plan (the "Plan")
and;

     WHEREAS, an express condition of the Employee's entitlement to the payments
and benefits under the Plan is the execution of this Agreement; and

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

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

     1.   (a) The Employee, for and in consideration of the commitments of the
Company as set forth in paragraph 7 of this Agreement and the Plan, and
intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE
the Company, its affiliates, predecessors, subsidiaries and parents, and their
present or former officers, directors, managers, stockholders, employees,
members and agents, and its and their respective successors, assigns, heirs,
executors, and administrators and the current and former trustees or
administrators of any pension or other benefit plan applicable to the employees
or former employees of the Company (collectively, "Releasees") from all causes
of action, suits, debts, claims and demands whatsoever in law or in equity,
which the Employee ever had, now has, or hereafter may have, whether known or
unknown, or which the Employee's heirs, executors, or administrators may have,
by reason of any matter, cause or thing whatsoever, from any time prior to the
date of this Agreement, and particularly, but without limitation of the
foregoing general terms, any claims arising from or relating in any way to the
Employee's employment relationship with the Company, the terms and conditions of
that employment relationship, and the termination of that employment
relationship, including, but not limited to, any claims arising under the Age
Discrimination in Employment Act, the Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act,
the Family and Medical Leave Act of 1993, the Employee Retirement Income
Security Act of 1974, and any other claims under any federal, state or local
common law, statutory, or regulatory provision, now or hereafter recognized, and
any claims for attorneys' fees and costs. This Agreement is effective without
regard to the legal nature of the claims raised and without regard to whether
any such claims are based upon tort, equity, implied or express contract or
discrimination of any sort.

<PAGE>

          (b) To the fullest extent permitted by law, and subject to the
provisions of paragraph 12 and paragraph 14 below, the Employee represents and
affirms that the Employee has not filed or caused to be filed on the Employee's
behalf any charge, complaint or claim for relief against the Company or any
Releasee and, to the best of the Employee's knowledge and belief, no outstanding
charges, complaints or claims for relief have been filed or asserted against the
Company or any Releasee on the Employee's behalf; and the Employee has not
reported any improper, unethical or illegal conduct or activities to any
supervisor, manager, department head, human resources representative, agent or
other representative of the Company or any Releasee, to any member of the
Company's or any Releasee's legal or compliance departments, or to the ethics
hotline, and has no knowledge of any such improper, unethical or illegal conduct
or activities. In the event that there is outstanding any such charge, complaint
or claim for relief, Employee agrees to seek its immediate withdrawal and
dismissal with prejudice. In the event that for any reason said charge,
complaint or claim for relief cannot be withdrawn, Employee shall not
voluntarily testify, provide documents or otherwise participate in any
investigation or litigation arising therefrom or associated therewith and shall
execute such other papers or documents as the Company's counsel determines may
be necessary to have said charge, complaint or claim for relief dismissed with
prejudice. Nothing herein shall prevent Employee from testifying in any cause of
action when required to do so by process of law. Employee shall promptly inform
the Company if called upon to testify.

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

     2. In consideration of the Company's agreements as set forth in paragraph 7
herein, the Employee agrees to comply with the limitations set forth in
paragraphs 3 and 4 of this Agreement.

     3. Ownership and Protection of Intellectual Property and Confidential
Information.

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

<PAGE>

"work for hire." It is recognized that Employee is an experienced executive in
the business of the Company and its affiliates and through several decades of
prior work in the industry acquired and retains knowledge, contacts, and
information which are not bound by this Section 3.

          (b) Employee shall promptly and fully disclose all Work Product to the
Company and shall cooperate and perform all actions reasonably requested by the
Company (whether during or after the term of employment) to establish, confirm
and protect the Company's and/or its affiliates' right, title and interest in
such Work Product. Without limiting the generality of the foregoing, Employee
agrees to assist the Company, at the Company's expense, to secure the Company's
and its affiliates' rights in the Work Product in any and all countries,
including the execution by Employee of all applications and all other
instruments and documents which the Company and/or its affiliates shall deem
necessary in order to apply for and obtain rights in such Work Product and in
order to assign and convey to the Company and/or its affiliates the sole and
exclusive right, title and interest in and to such Work Product. If the Company
is unable because of Employee's mental or physical incapacity or for any other
reason (including Employee's refusal to do so after request therefor is made by
the Company) to secure Employee's signature to apply for or to pursue any
application for any United States or foreign patents or copyright registrations
covering Work Product belonging to or assigned to the Company and/or its
affiliates pursuant to Section 3(a) above, then Employee by this Agreement
irrevocably designates and appoints the Company and its duly authorized officers
and agents as Employee's agent and attorney-in-fact to act for and in Employee's
behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of patents or
copyright registrations thereon with the same legal force and effect as if
executed by Employee. Employee agrees not to apply for or pursue any application
for any United States or foreign patents or copyright registrations covering any
Work Product other than pursuant to this paragraph in circumstances where such
patents or copyright registrations are or have been or are required to be
assigned to the Company or any of its affiliates.

          (c) Employee acknowledges that the businesses of the Company and its
affiliates are highly competitive and that their strategies, methods, books,
records, and documents, their technical information concerning their products,
equipment, services, and processes, procurement procedures and pricing
techniques, the names of and other information (such as credit and financial
data) concerning their former, present or prospective customers and business
affiliates, all comprise confidential business information and trade secrets
which are valuable, special, and unique assets which the Company and/or its
affiliates use in their business to obtain a competitive advantage over their
competitors. Employee further acknowledges that protection of such confidential
business information and trade secrets against unauthorized disclosure and use
is of critical importance to the Company and its affiliates in maintaining their
competitive position. Employee acknowledges that by reason of Employee's duties
to, and association with, the Company and its affiliates, Employee has had and
will have access to, and has and will become informed of, confidential business
information which is a competitive asset of the Company and its affiliates.
Employee hereby agrees that Employee will not, at any time during or after his
or her employment by the Company, make any unauthorized disclosure of any
confidential business information or trade secrets of the Company or its
affiliates, or make any use thereof, except in the carrying out of his
employment responsibilities hereunder. Employee shall take all necessary and
appropriate

<PAGE>

steps to safeguard confidential business information and protect it against
disclosure, misappropriation, misuse, loss and theft. Confidential business
information shall not include information in the public domain (but only if the
same becomes part of the public domain through a means other than a disclosure
prohibited hereunder). The above notwithstanding, a disclosure shall not be
unauthorized if (i) it is required by law or by a court of competent
jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute
resolution or other legal proceeding in which Employee's legal rights and
obligations as an employee or under this Agreement are at issue; provided,
however, that Employee shall, to the extent practicable and lawful in any such
events, give prior notice to the Company of his or her intent to disclose any
such confidential business information in such context so as to allow the
Company or its affiliates an opportunity (which Employee will not oppose) to
obtain such protective orders or similar relief with respect thereto as may be
deemed appropriate. Any information not specifically related to the Company and
its affiliates would not be considered confidential to the Company and its
affiliates.

          (d) All written materials, records, and other documents made by, or
coming into the possession of, Employee during the period of Employee's
employment by the Company which contain or disclose confidential business
information or trade secrets of the Company or its affiliates, or which relate
to Employee's Work Product described in paragraph 3(a) above, shall be and
remain the property of the Company, or its affiliates, as the case may be. Upon
termination of Employee's employment, for any reason, Employee promptly shall
deliver the same, and all copies thereof, to the Company.

     4. Covenant Not To Compete.

          In the event of the Employee's Covered Change in Control Termination
(as defined in the Plan) or Covered Termination Prior to a Change in Control (as
defined in the plan), as the case may be, the Company's obligations to provide
the payments and benefits set forth in Sections 4.2 or 4.3, as the case may be,
of the Plan shall be expressly conditioned upon the Employee's covenants of
confidentiality, not to compete and not to solicit as provided herein. In the
event the Employee breaches his obligations to the Company as provided herein,
the Company's obligations to provide the payments and benefits set forth in
Sections 4.2 or 4.3, as the case may be, of the Plan shall cease without
prejudice to any other remedies that may be available to the Company.

          (a) If the Employee is receiving payment and benefits under Sections
4.2 or 4.3 of the Plan, Employee agrees that, for a period of one year following
Employee's Date of Termination (the "Non-Compete Period"), he or she will not,
in association with or as an officer, principal, manager, member, advisor,
agent, partner, director, material stockholder, employee or consultant of any
corporation (or sub-unit, in the case of a diversified business) or other
enterprise, entity or association, work on the acquisition or development of, or
engage in any line of business, property or project which is, directly or
indirectly, competitive with any business that the Company or any of its
affiliates engages in or is planning to engage in during the term of Employee's
employment with the Company or any affiliate of the Company, including but not
limited to, the mining, processing, transportation, distribution, trading and
sale of synfuel, coal and coal byproducts (the "Business"). Such restriction
shall cover Employee's activities anywhere in the contiguous United States.

<PAGE>

          (b) If the Employee is receiving payments and benefits under Sections
4.2 or 4.3 of the Plan, during the Non-Compete Period, Employee will not solicit
or induce any person who is or was employed by any of the Company or its
affiliates at any time during such term or period (i) to interfere with the
activities or businesses of the Company or any of its affiliates or (ii) to
discontinue his or her employment with the Company or any of its affiliates.

          (c) If the Employee is receiving payments and benefits under Section
4.2 or Section 4.3, as the case may be, of the Plan, during the Non-Compete
Period, Employee will not, directly or indirectly, influence or attempt to
influence any customers, distributors or suppliers of the Company or any of its
affiliates to divert their business to any competitor of the Company or any of
its affiliates or in any way interfere with the relationship between any such
customer, distributor or supplier and the Company and/or any of its affiliates
(including, without limitation, making any negative statements or communications
about the Company and its affiliates). During such Non-Compete Period, Employee
will not, directly or indirectly, acquire or attempt to acquire any business in
the contiguous United States to which the Company or any of its affiliates,
prior to the Employee's Date of Termination, has made an acquisition proposal
relating to the possible acquisition of such business by the Company or any of
its affiliates, or has planned, discussed or contemplated making such an
acquisition proposal (such business, an "Acquisition Target"), or take any
action to induce or attempt to induce any Acquisition Target to consummate any
acquisition, investment or other similar transaction with any person other than
the Company or any of its affiliates.

          (d) Employee understands that the provisions of paragraphs 4(a), 4(b)
and 4(c) hereof may limit his ability to earn a livelihood in a business in
which he or she is involved, but as a member of the management group of the
Company and its affiliates he or she nevertheless agrees and hereby acknowledges
that: (i) such provisions do not impose a greater restraint than is necessary to
protect the goodwill or other business interests of the Company and any its
affiliates; (ii) such provisions contain reasonable limitations as to time,
scope of activity, and geographical area to be restrained; and (iii) the
consideration provided hereunder, including without limitation, any amounts or
benefits provided under Section 4.2 and Section 4.3, as the case may be, of the
Plan, is sufficient to compensate Employee for the restrictions contained in
paragraphs 4(a), 4(b) and 4(c) hereof. In consideration of the foregoing and in
light of Employee's education, skills and abilities, Employee agrees that he
will not assert that, and it should not be considered that, any provisions of
paragraphs 4(a), 4(b) and 4(c) otherwise are void, voidable or unenforceable or
should be voided or held unenforceable.

          (e) If, at the time of enforcement of paragraphs 3 or 4 of this
Agreement, a court shall hold that the duration, scope, or area restrictions
stated herein are unreasonable under circumstances then existing, the parties
hereto agree that the maximum period, scope or geographical area reasonable
under such circumstances shall be substituted for the stated period, scope or
area and that the court shall be allowed and directed to revise the restrictions
contained herein to cover the maximum period, scope and area permitted by law.
Employee acknowledges that he or she is a member of the Company's and its
affiliates' management group with access to the Company's and its affiliates'
confidential business information and his services are unique to the Company and
its affiliates. Employee therefore agrees that the remedy at law for any breach
by him of any of the covenants and agreements set forth in

<PAGE>

paragraphs 3 and 4 will be inadequate and that in the event of any such breach,
the Company and its affiliates may, in addition to the other remedies which may
be available to them at law, apply to any court of competent jurisdiction to
obtain specific performance and/or injunctive relief prohibiting Employee
(together with all those persons associated with him or her) from the breach of
such covenants and agreements and to enforce, or prevent any violations of, the
provisions of this Agreement. In addition, in the event of a breach or violation
by Employee of this paragraph 4, the Non-Compete Period set forth in this
paragraph shall be tolled until such breach or violation has been cured.

          (f) Each of the covenants of paragraphs 3 and 4 are given by Employee
as part of the consideration for the benefits to be received by Employee under
the Plan and as an inducement to the Company to grant such benefits under the
Plan and accept the obligations thereunder.

          (g) Provisions of paragraph 4 shall not be binding on Employee if the
Company fails to perform any material obligation under the Plan, including,
without limitation, the failure of the Company to make timely payments of monies
due to Employee under Section 4.2 or Section 4.3, as the case may be, of the
Plan; provided, that (i) Employee has notified the Company in writing within 30
days of the date of the failure of the Company to perform such material
obligation and (ii) such failure remains uncorrected and/or uncontested by the
Company for 15 days following the date of such notice.

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

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

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

     8. The Employee understands and agrees that the payments, benefits and
agreements provided in this Agreement are being provided to him or her in
consideration for the Employee's acceptance and execution of, and in reliance
upon the Employee's representations in, this Agreement. The Employee
acknowledges that if the Employee had not executed this Agreement containing a
release of all claims against the Releasees, including, without limitation, the

<PAGE>

covenants relating to confidentiality, non-competition and non-disparagement,
the Employee would not have been entitled to the payments and benefits set forth
in the Plan.

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

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

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

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

     13. The parties agree and acknowledge that the agreement by the Company
described herein, and the settlement and termination of any asserted or
unasserted claims against the

<PAGE>

Releasees, are not and shall not be construed to be an admission of any
violation of any federal, state or local statute or regulation, or of any duty
owed by any of the Releasees to the Employee.

     14. The Employee agrees and recognizes that should the Employee breach any
of the obligations or covenants set forth in this Agreement, the Company will
have no further obligation to provide the Employee with the consideration set
forth herein, and will have the right to seek repayment of all consideration
paid up to the time of any such breach. Further, the Employee acknowledges in
the event of a breach of this Agreement, Releasees may seek any and all
appropriate relief for any such breach, including equitable relief and/or money
damages, attorneys' fees and costs. Notwithstanding the foregoing, in the event
the Company fails to perform any material obligation under the Plan, including,
without limitation, the failure of the Company to make timely payments of monies
due to Employee under Section 4.2 or Section 4.3, as the case may be, of the
Plan, this Release shall be null and void and Employee shall have the right to
pursue any and all appropriate relief for any such failure, including monetary
damages, attorneys' fees and costs; provided, that (i) Employee has notified the
Company in writing within 30 days of the date of the failure of the Company to
perform such material obligation and (ii) such failure remains uncorrected
and/or uncontested by the Company for 15 days following the date of such notice.

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

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

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

     18. The Employee certifies and acknowledges as follows:

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

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

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

<PAGE>

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

          (e) That the Company has provided Employee with a period of or
forty-five (45) days within which to consider this Agreement, and that the
Employee has signed on the date indicated below after concluding that this
General Release, Non-Disparagement and Non-Competition Agreement is satisfactory
to Employee; and

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

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

     Intending to be legally bound hereby, the Employee and the Company executed
the foregoing General Release, Non-Disparagement and Non-Competition Agreement
this ______ day of ______________, _____.


                                        Witness:
-------------------------------------            -------------------------------
EMPLOYEE


[COMPANY]


By:                                     Witness:
    ---------------------------------            -------------------------------
Name:
      -------------------------------
Title:
       ------------------------------