EXHIBIT 10.4  AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
  THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT ("Agreement") is entered into as of this 31st day
of December, 2009 by and between Bennett K. Hatfield ("Executive") and
International Coal Group, Inc. (the "Company"), a Delaware
corporation.
  R
E C I T A L S:
  A.           Executive
presently serves as the President and Chief Executive Officer of the
Company.
  B.           ICG
desires to continue to employ Executive, and Executive desires to continue to be
employed by ICG, under the terms and conditions of this Agreement.
  C.           The
Board of Directors has also determined that it is in the best interests of the
stockholders and ICG to promote stability among key officers.
  IN
CONSIDERATION OF THE FOREGOING, the mutual covenants contained herein, and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
  1.
                Definitions.
  1.1  "Accountants" has the meaning
set forth in Section 9.7(B)(i).
  1.2  "Annual Bonus"has the meaning
set forth in Section 5.2.
  1.3  "Applicant Violator System"
has the meaning set forth in Section 11.4.
  1.4  "Base Salary" has the meaning
set forth in Section 5.1.
  1.5  "Board" or "Board of Directors" means the
board of directors of the Company.
  1.6  "Cause" means (A) the
commission by Executive of (i) a felony or (ii) any serious crime involving
fraud, dishonesty or breach of trust; (B) gross negligence or intentional
misconduct by Executive with respect to ICG or in the performance of his duties
to ICG; (C) failure to follow a reasonable, lawful and specific direction
of the Board of Directors; (D) failure by Executive to cooperate in any
corporate investigation; or (E) breach by Executive of any material provision of
this Agreement, which breach is not corrected by Executive within ten (10)
calendar days after receipt by Executive of written notice from ICG of such
breach.  For purposes of this definition, no act or failure to act by
Executive shall be considered "intentional" unless done or omitted to be done by
Executive in bad faith and without reasonable belief that Executive's action or
omission was in the best interests of ICG.
   
  1.7  "Change in Control" means that
(A) WL Ross & Co. LLC's percentage of common stock of the Company held is
reduced by 50% or more solely as a result of a sale by WL Ross & Co. LLC of
common stock of the Company, or (B) a person or entity acquires 40% or more of
the common stock of the Company after which the individuals who constitute the
Board immediately prior to such acquisition cease for any reason to constitute
at least a majority thereof.
  1.8  "Code" means the Internal
Revenue Code of 1986, as amended from time to time.
  1.9  "Covered Payments" has the
meaning set forth in Section 9.7(A).
  1.10  "Disability" or "Disabled" means the absence
of Executive from Executive's duties with the Company on a full time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness that is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to Executive
or Executive's legal representative.
  1.11  "EBITDA"has the meaning set
forth in Section 5.2.
  1.12  "Excise Tax" has the meaning
set forth in Section 9.7(A).
  1.13  "Excise Tax Reimbursement" has
the meaning set forth in Section 9.7(A).
  1.14  "Good Reason" means the
termination of Executive's employment by Executive pursuant to Section 8.2, such
written notice being given within thirty (30) days of the occurrence of any of
the following events:
  (A)  involuntary
reduction in Executive's Base Salary unless with Executive's consent such
reduction occurs simultaneously with a reduction in officers' salaries generally
applicable on a company-wide basis;
  (B)  involuntary
discontinuance or reduction in Executive's Annual Bonus award opportunities
unless with Executive's consent such discontinuance or reduction occurs
simultaneously with a generally applicable company-wide reduction or elimination
of all officers' bonus awards occurs simultaneously with such discontinuance or
reduction;
  (C)  involuntary
discontinuance of Executive's participation in any employee benefit plan or
plans maintained by ICG unless such plan(s) are discontinued by reason of law or
loss of tax deductibility to ICG with respect to contributions to such plan(s),
or with Executive's consent such discontinuance occurs as a matter of ICG policy
applied equally to all participants in such plan(s) that are in the same
classification of employees as Executive;
   
  (D)  failure
to obtain an assumption of ICG's obligations under this Agreement by any
successor to ICG, regardless of whether such entity becomes a successor to ICG
as a result of a merger, consolidation, sale of assets of ICG, or other form of
reorganization, except when the rights and obligations of ICG under this
Agreement are vested in the successor to ICG by operation of law;
  (E)  a
Change in Control;
  (F)  involuntary
relocation of Executive's primary office to a location more than fifty (50)
miles from Scott Depot, West Virginia; and
  (G)  material
reduction of Executive's duties and authority as set forth in Section 3 of this
Agreement.
  1.15  "ICG" means International Coal
Group, Inc. and each of the affiliates of International Coal Group, Inc.
(meaning any entity that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
International Coal Group, Inc.), along with all successors and assigns of each
of such entities.
  1.16  "IRS" means the Internal
Revenue Service.
  1.17  "Plan" means the International
Coal Group, Inc. Amended and Restated 2005 Equity and Performance Incentive
Plan, as may be amended from time to time.
  1.18  "Protected Employee" has the
meaning set forth in Section 10.2.
  1.19  "Targeted Annual Bonus" has
the meaning set forth in Section 5.2.
  1.20  "Term" has the meaning set
forth in Section 4.
  1.21  "Termination Date" means the
date on which the termination of Executive's employment with ICG becomes
effective.
  2.
                Employment.
  ICG
hereby employs Executive, and Executive hereby accepts employment, according to
the terms and conditions set forth in this Agreement and for the period
specified in Section 4 of this Agreement.
  3.
                Duties.
  (A)  During
the Term, Executive shall serve as President and Chief Executive Officer of the
Company, and agrees to serve as an officer, director and/or employee of such
affiliates of ICG in accordance with reasonable and lawful directions from ICG's
Board of Directors and in accordance with ICG's Articles of Incorporation and
Bylaws, as both may be amended from time to time.  Executive will
report directly to the Board of Directors, and its Chairman.
   
  (B)  During
the Term, the Company shall use its best efforts to re-nominate and elect
Executive as a director of the Company upon the expiration of his initial term
as a member of the Board of Directors.
  (C)  While
Executive is employed by ICG as a full-time employee, Executive shall serve ICG,
faithfully, diligently, competently and to the best of his ability, and will
exclusively devote his full time, energy and attention to the business of ICG
and to the promotion of its interests.  Executive shall not, without
the written consent of the Board of Directors either render services to or for
any person, firm, corporation or other entity or organization in exchange for
compensation, regardless of the form in which such compensation is paid and
whether or not it is paid directly or indirectly to Executive, or serve as a
board member, director or trustee of any corporation or organization regardless
of whether Executive is paid for such services.  Nothing in this
Section 3 shall preclude Executive from managing his personal investments and
affairs, provided that such activities in no way interfere with the proper
performance of his duties and responsibilities as President and Chief Executive
Officer.
  (D)  Subject
to approval by the Board of Directors, Executive may in a timely manner make
forecasts for EBITDA for any year which if reasonable shall be the basis for
Executive's Annual Bonus.
  (E)  Subject
to the direction of the Board of Directors, Executive shall have powers as are
typically granted to a Chief Executive Officer of a corporation engaged in a
similar business to Company (including, without limitation, the power to make
decisions with respect to hiring and termination of employees).
  4.
                Term
      of Employment.
  Subject
to Article 9, the term of this Agreement (the "Term") shall commence on January
1, 2010 and end on March 31, 2012.  The Term shall automatically be
extended by one (1) year on each March 31, beginning March 31, 2011, unless not
later than December 31 of each year, beginning December 31, 2010, ICG notifies
Executive, or Executive notifies ICG, that it or he, as the case may be, does
not desire to have the Term extended.  For example, if such notice of
non-extension is not given by December 31, 2010, the Term of this Agreement
shall automatically be extended to March 31, 2013.
  5.
                Compensation.
  5.1  Base Salary.  While
employed under this Agreement, Executive will receive as his compensation for
the performance of his duties and obligations to ICG under this Agreement a Base
Salary of $575,000 per year, which will be payable in such installments
established by ICG for all salaried employees, but no less frequently than
monthly, and which will be subject to annual review for purposes of salary
increases by the Board of Directors or any committee designated by the Board of
Directors (the base salary, as it may be increased from time to time, is
referred to herein as the "Base Salary").
   
  5.2  Bonus.  In addition
to his Base Salary, Executive will be entitled to a performance-based annual
cash bonus (the "Annual Bonus"), which will be paid as soon as practicable
following the determination by the Board of Directors of the amount of such
Annual Bonus following preparation of ICG's financial results for the year in
question, but in all events no later than March 15th of
the year following the year in question.  Executive will be eligible
for the "Targeted Annual Bonus," if ICG's earnings before interest, taxes,
depreciation and amortization ("EBITDA") is between 90% and 110% of ICG's
forecasted EBITDA; provided, however, that the Annual Bonus awarded will
increase by 2% of variance above 110% or decrease by 2% of variance below
90%.  The Targeted Annual Bonus for the remainder of the Term will be
200% of Base Salary.
  5.3  Additional Term Life
Insurance.In addition to any life insurance provided to
Executive under Section 7.1, Company shall continue to pay the premiums for a
period of 62 months on a $3 million term life insurance policy on Executive from
a company mutually agreed to by Company and Executive, which policy is to be
owned by the Deborah L. Hatfield Article VIII Descendants Trust.
  6.
                Withholding.
  All
compensation payable to Executive shall be paid net of amounts withheld for
federal, state, municipal or local income taxes, Executive's share, if any, of
any payroll taxes and such other federal, state, municipal or local taxes as may
be applicable to amounts paid by an employer to its employee or to the
employer/employee relationship.
  7.
                Other
      Benefits of Employment.
  7.1  Employee
Benefits.  Executive will be entitled to participate in such
hospitalization, life insurance, long and short term disability, 401(k) and
other employee benefit plans and programs, if any, as may be adopted by ICG from
time to time, in accordance with the provisions of such plans and programs and
on the same basis as other full-time salaried employees of ICG who participate
in such employee benefit plans (except to the extent that the benefits provided
under any of such plans or programs are expressly offset by any of the benefits
provided under or pursuant to this Agreement).
  7.2  Executive
Benefits.  Executive shall be entitled to participate in any
employee benefit plan adopted by ICG for executive level
employees.  At a minimum for Executive, such benefits shall include a
company automobile consistent with ICG's then policy on company automobiles;
participation in such deferred compensation arrangements as may be approved by
the Board; reasonable retirement planning services; reasonable financial and tax
preparation services; and the use of private aircraft for business purposes as
appropriate.  The Company shall pay to Executive an income tax
“gross-up” payment such that Executive will be made whole for the federal and
state income tax impact of any taxable executive benefits provided hereunder and
the gross-up payment contemplated herein; provided, however, that the Company
shall not be responsible for any tax impact to Executive as a result of Section
409A of the Code.
   
  7.3  Stock Based
Awards.  Executive shall be eligible to receive grants of stock
options, performance units, stock appreciation rights, restricted stock,
deferred shares, and other stock-based awards in accordance with the provisions
of the Plan or other stock-based award or long-term incentive plan that ICG may
adopt or amend or supersede from time to time.  The terms of such
grants shall be determined by the Board of Directors (or its designee as
provided in the Plan or as appointed by the Board of Directors) in accordance
with the Plan; provided, however, that notwithstanding any provision of the Plan
to the contrary, in the event of any termination of Executive's employment for
any reason other than for Cause pursuant to Section 8.1, or for termination of
employment for Good Reason pursuant to Section 8.2, any stock-based award
granted to Executive prior to such Termination Date shall immediately vest and
be exercisable by or issued to Executive under the Plan.  All amounts
or shares payable or deliverable under this paragraph shall be paid or delivered
to Executive on the 60th calendar day following termination of Executive’s
employment, unless such award is subject to Section 409A of the Code as a
“deferral of compensation” in which event such award shall be paid or delivered
in accordance with the applicable award agreement or plan or, with respect to
stock options, at the time the options are exercised.
  7.4  Taxes and
Withholding.  Executive shall be responsible for paying all
federal, state, municipal or local taxes payable by him with respect to any
benefits provided under this Section 7, and ICG will, when required by law or
when otherwise appropriate or customary, withhold from the benefits or other
compensation amounts sufficient to satisfy such taxes, unless taxes are to be
paid by ICG as set forth in the provisions of this Agreement.
  7.5  Reimbursement of
Expenses.Following submission of appropriate documentation in
accordance with its policies in effect from time to time, ICG will pay or
reimburse Executive for all business expenses which Executive incurs in
performing his duties under this Agreement, including, but not limited to,
travel, entertainment, professional dues and subscriptions, and all dues, fees,
and expenses associated with membership in various professional, business, and
civic associations and societies in which Executive participates in accordance
with ICG's policies in effect from time to time.
  7.6  Relocation.  If
ICG’s executive offices are relocated to a location more than thirty (30) miles
from Scott Depot, West Virginia, and Executive elects to relocate his residence
to such relocated offices, Executive will be entitled to relocation benefits
pursuant to ICG's relocation assistance program, which shall include the
reasonable and customary costs both in the sale and purchase of Executive's
primary residence, the purchase of Executive's primary residence by ICG or its
assignee for 95% of the primary residence's appraised value if it is not sold
within ninety (90) days of its initial listing, as well as the reasonable costs
associated with the relocation of Executive's household belongings, and to the
extent not deductible by Executive, in each case, the Company shall pay to
Executive an income tax “gross-up” payment such that Executive will be made
whole for the federal and state income tax impact of any taxable benefit
provided pursuant to this Section 7.6 and the gross-up payment contemplated
herein.  It is expressly understood that Executive shall be under no
obligation to relocate his residence to within thirty (30) miles of ICG's
executive offices.
  7.7  Vacation.  Notwithstanding
any policy of the company for salaried employees, Executive will be entitled to
four (4) weeks paid vacation and ICG recognized holidays.
   
  8.
                Termination.
  8.1  Termination by
ICG.
  (A)  This
Agreement shall automatically terminate effective upon (i) the date of
Executive's death; (ii) the date that Executive is determined to be permanently
Disabled or (iii) the date of Executive's retirement.
  (B)  ICG
may terminate this Agreement, and Executive's employment with ICG, without Cause
upon ninety (90) days' prior written notice to Executive.
  (C)  ICG
may terminate this Agreement, and Executive's employment with ICG, with Cause;
provided, that, Executive shall not be deemed to have been terminated for Cause
hereunder unless and until there shall have been delivered to Executive written
notice of termination by ICG along with a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the Board of Directors then
in office (excluding Executive if Executive is then a member of the Board) at a
meeting of the Board of Directors called and held for such purpose, after
reasonable notice to Executive and an opportunity for Executive, together with
Executive’s counsel (if Executive chooses to have counsel present at such
meeting), to be heard before the Board, finding that, in the good faith opinion
of the Board, Executive had committed an act constituting Cause as herein
defined and specifying the particulars thereof in detail.
  8.2  Termination by
Executive.  Executive may terminate this Agreement, and his
employment with ICG, with or without Good Reason, upon ninety (90) days' prior
written notice to ICG.
  8.3  Notice.  Any
purported termination of this Agreement by ICG or Executive shall be
communicated by written notice of termination to the other party, pursuant to
Section 13.6.  Such notice shall indicate the specific termination
provision in this Agreement relied upon, shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provisions so indicated, and shall specify the
Termination Date (which shall not be earlier than the date of the
notice).
  9.
                Compensation
      and Benefits Upon Termination of
Employment.
  9.1  Termination of Employment upon
Death.  If Executive's employment is terminated by reason of
death, his estate shall be entitled to receive only the Base Salary to which
Executive was entitled through the date of death, any accrued unpaid bonus
compensation due to Executive with respect to the calendar year prior to his
death, bonus compensation for the calendar year in which Executive's death
occurs (calculated on a pro rata basis and based on ICG’s actual performance for
the applicable period), and such other benefits as may be available to Executive
or his estate through ICG's benefit plans and policies.  The payment
of said bonus compensation shall be made in a lump sum within sixty (60) days
from the Termination Date and the current year's bonus amount by March 15 of
such subsequent year.
   
  9.2  Termination of Employment upon
Disability.  If Executive's employment is terminated due to his
Disability, Executive shall be entitled to receive only the Base Salary to which
he was entitled through the Termination Date due to Disability, any unpaid bonus
compensation due to Executive with respect to the calendar year prior to
termination for Disability, bonus compensation for the calendar year in which
the Termination Date occurs (calculated on a pro rata basis and based on ICG’s
actual performance for the applicable period), and such other benefits as may be
available to Executive through ICG's benefit plans and policies.  The
payment of said bonus or incentive compensation shall be made in a lump sum
within sixty (60) days from the Termination Date and the current year's bonus
amount by March 15 of such subsequent year.
  9.3  Termination of Employment by ICG for
Cause.  If Executive's employment is terminated for Cause as
provided in Section 8.1(C), Executive shall be entitled to receive the Base
Salary to which he was entitled through the Termination Date, any unpaid bonus
due to Executive with respect to a prior year, and such other benefits as may be
available to him through ICG's benefit plans and policies in effect on the
Termination Date, other than any unpaid bonus compensation for the calendar year
of termination, which shall be forfeited.
  9.4  Termination by ICG Without Cause or
Termination by Executive For Good Reason.  If ICG terminates
Executive's employment without Cause pursuant to Section 8.1(B) or if Executive
terminates his employment for Good Reason pursuant to Section 8.2, Executive
shall receive the Base Salary to which he was entitled through the Termination
Date, any unpaid bonus due to Executive with respect to a prior year, bonus
compensation for the calendar year in which the Termination Date occurs
(calculated on a pro rata basis and based on ICG’s actual performance for the
applicable period) and severance pay equal to (A) three (3) times his Base
Salary; (B) three (3) times Executive's Annual Bonus for the year preceding
termination of employment; and (C) medical and dental coverage under the plan(s)
in effect under the COBRA eligibility period for Executive and any eligible
dependents for the period of time Executive and/or his dependents(s) remain
eligible for COBRA, but not to exceed two (2) years from the Termination Date;
provided, that Executive shall pay the employee portion of all premiums, co-pays
and deductibles on the same terms and conditions as other senior executives of
the Company from time to time.  Such severance and bonus compensation
shall be paid quarterly on the last business day of each of the eight (8)
calendar quarters commencing immediately after the Termination
Date.  Executive agrees that he shall not be entitled to any
additional compensation or benefits other than what is set out in Sections 5.3
and 9.4.  Executive and ICG agree that the receipt of severance
benefits as defined in this Section 9.4 are conditioned upon and subject to
Executive and ICG executing a valid release agreement releasing any and all
claims which Executive has or may have against ICG arising out of Executive's
employment (other than enforcement of this Agreement and any benefits to which
Executive is entitled to under the benefit programs of the Company) within 75
days following the Termination Date.
   
  9.5  Termination of Employment by
Executive other than for Good Reason.  If Executive terminates
employment with ICG pursuant to Section 8.2 other than for Good Reason or
Executive elects to not renew this Agreement for an additional term, Executive
shall be entitled to receive only the Base Salary to which he was entitled
through the Termination Date, any unpaid bonus compensation due to Executive for
the calendar year prior, bonus compensation for the calendar year in which the
Termination Date occurs (calculated on a pro rata basis and based on ICG’s
actual performance for the applicable performance period) and such other
benefits as may be available to him through ICG's benefit plans and policies
through the Termination Date.  The payment of any prior year's bonus
shall be made in a lump sum within sixty (60) days from the Termination Date and
the current year's bonus by March 15 of the subsequent year.  If the
Company elects not to renew this Agreement for an additional term and Executive
terminates employment, Executive shall be entitled to receive compensation equal
to one (1) years of his Base Salary plus one (1) times the average of
Executive's previous three (3) years annual bonus, which shall be paid quarterly
on the last business day of each of the four (4) calendar quarters commencing
immediately after the Termination Date.
  9.6  Non-Payment Due to
Breach.  In the event Executive materially breaches the
covenants set forth in Section 10 hereof, then ICG's obligation to make any
remaining payments under this Agreement that have not already been paid to
Executive shall be terminated.
  9.7  Certain Further Payments by
ICG.
  (A)  In
the event that any amount or benefit paid or distributed to Executive pursuant
to this Agreement, taken together with any amounts or benefits otherwise paid or
distributed to Executive by ICG or any affiliated company (collectively, the
"Covered Payments"), are or become subject to the tax (the "Excise Tax") imposed
under Section 4999 of the Code), or any similar tax that may hereafter be
imposed, ICG shall pay to Executive at the time specified in this Section 9.7 an
additional amount (the "Excise Tax Reimbursement") such that the net amount
retained by Executive with respect to such Covered Payments, after deduction of
any Excise Tax on the Covered Payments and any federal, state and local income
or employment tax and Excise Tax on the Excise Tax Reimbursement provided for by
this Section 9.7, but before deduction for any federal, state or local income or
employment tax withholding on such Covered Payments, shall be equal to the
amount of the Covered Payments.
  (B)  For
purposes of determining whether any of the Covered Payments will be subject to
the Excise Tax and the amount of such Excise Tax:
   
  (i)  such
Covered Payments will be treated as "parachute payments" within the meaning of
Section 280G of the Code, and all "parachute payments" in excess of the "base
amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as
subject to the Excise Tax, unless, and except to the extent that, in the good
faith judgment of ICG's independent certified public accountants appointed prior
to the date upon which a change in control became effective or tax counsel
selected by such accountants (the "Accountants"), ICG has a reasonable basis to
conclude that such Covered Payments (in whole or in part) either do not
constitute "parachute payments" or represent reasonable compensation for
personal services actually rendered (within the meaning of Section 280G(b)(4)(B)
of the Code) in excess of the "base amount," or such "parachute payments" are
otherwise not subject to such Excise Tax; and
  (ii)  the
value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Accountants in accordance with the principles of Section 280G
of the Code.
  (C)  For
purposes of determining the amount of the Excise Tax Reimbursement, Executive
shall be deemed to pay:
  (i)  federal
income taxes at the highest applicable marginal rate of federal income taxation
for the calendar year in which the Excise Tax Reimbursement is to be made;
and
  (ii)  any
applicable state and local income taxes at the highest applicable marginal rate
of taxation for the calendar year in which the Excise Tax Reimbursement is to be
made, net of the maximum reduction in federal income taxes which could be
obtained from the deduction of such state or local taxes if paid in such
year.
  (D)  In
the event that the Excise Tax is subsequently determined by the Accountants or
pursuant to any proceeding or negotiations with the IRS to be less than the
amount taken into account hereunder in calculating the Excise Tax Reimbursement
made, Executive shall repay to ICG, at the time that the amount of such
reduction in the Excise Tax is finally determined, the portion of such prior
Excise Tax Reimbursement that would not have been paid if such Excise Tax had
been applied in initially calculating such Excise Tax
Reimbursement.  Notwithstanding the foregoing, in the event any
portion of the Excise Tax Reimbursement to be refunded to ICG has been paid to
any federal, state or local tax authority, repayment thereof shall not be
required until actual refund or credit of such portion has been made to
Executive.  Executive and ICG shall mutually agree upon the course of
action to be pursued (and the method of allocating the expenses thereof) if
Executive's good faith claim for refund or credit is denied.
   
  (E)  In
the event that the Excise Tax is later determined by the Accountants or pursuant
to any proceeding or negotiations with the IRS to exceed the amount taken into
account hereunder at the time the Excise Tax Reimbursement is made (including,
but not limited to, by reason of any payment the existence or amount of which
cannot be determined at the time of the Excise Tax Reimbursement), ICG shall
make an additional Excise Tax Reimbursement in respect of such excess (plus any
interest or penalty payable with respect to such excess) at the time that the
amount of such excess is finally determined.
  (F)  The
Excise Tax Reimbursement (or portion thereof) provided for in Section 9.7(A)
above shall be paid to Executive not later than ten (10) business days following
the payment of the Covered Payments; provided, however, that if the amount of
such Excise Tax Reimbursement (or portion thereof) cannot be finally determined
on or before the date on which payment is due, ICG shall pay to Executive by
such date an amount estimated in good faith by the Accountants to be the minimum
amount of such Excise Tax Reimbursement and shall pay the remainder of such
Excise Tax Reimbursement as soon as the amount thereof can be determined, but in
no event later than forty five (45) calendar days after payment of the related
Covered Payment.
  10.
                Confidentiality
      and Non-Solicitation.
  10.1  Non-Disclosure.Executive,
both during the term hereof and thereafter, will not, directly or indirectly,
use for himself or use for, or disclose to, any party other than ICG, any secret
or confidential information or data regarding the business of ICG or any secret
or confidential information or data regarding the business or property of ICG or
regarding any secret or confidential apparatus, process, system or other method
at any time use, developed or investigated by or for ICG, whether or not
developed, acquired, discovered or investigated by Executive.  Upon
termination or expiration of this Agreement or as soon thereafter as possible,
Executive shall promptly deliver to ICG all memoranda, notes, records, plats,
sketches, plans or other documents made by, compiled by, delivered to, or
otherwise acquired by Executive concerning the business or properties of ICG or
any secret or confidential product, apparatus or process used, developed,
acquired or investigated by ICG.
   
  10.2  No
Solicitation.  Executive hereby agrees and covenants that
during the term of this Agreement, and for a period of two (2) years thereafter
so long as ICG is not in material breach of this Agreement, he shall not,
directly or indirectly, on his own behalf or with others (A) induce or
attempt to induce any ICG employee who is a direct report to Executive or who is
a president, mine superintendent or maintenance superintendent or an equivalent
position of any subsidiary or operating unit of ICG ("Protected Employee") to
leave the employ of ICG, or in any way interfere with the relationship between
ICG and any  Protected Employee except that it is specifically agreed
by Executive and ICG that this Section 10.2 is not violated by any response by a
Protected Employee to a publicly announced job opening with Executive or his
subsequent employer whether such announcement appears in newspapers, trade
publications, web sites or similar public media; (B) induce or attempt to induce
any referral source, customer or other business relation of ICG not to do
business with ICG, or to cease doing business with ICG; or (C) solicit, divert
or actively take away, or attempt to solicit, divert or take away, for purposes
of conducting a business substantially similar to the business of ICG, any
individual, corporation, partnership or other association or entity
who  as of the Termination Date, both (i) had a business relationship
with ICG or, to Executive’s knowledge, was during the ninety (90) day period
preceding the Termination Date solicited in writing by ICG for business (whether
or not he, she or it became an actual customer) and (ii) was personally
contacted by Executive during such ninety (90) day period; provided, however,
that the foregoing provisions of this Section 10.2 shall not prohibit Executive
from participating in any response to an open bidding or quote request of any
customer of ICG, or prohibit Executive from any solicitation that does not,
directly or indirectly, divert business from ICG; and, provided further, that
Executive and any subsequent employer may in the ordinary course of business
compete with ICG for customers, properties or otherwise, without violating this
Section 10.2, provided that Executive shall not attempt to induce any entity
with which ICG has any existing business relationship to terminate that business
relationship prior to the termination of existing contracts or orders with that
entity.
  10.3  Injunctive
Relief.  Executive acknowledges that it is impossible to
measure in money the damages that will accrue to ICG by reason of Executive's
failure to observe any of the obligations imposed on him by this Section
10.  Accordingly, if ICG shall institute an action to enforce the
provisions hereof, Executive hereby waives the claim or defense that an adequate
remedy at law is available to ICG, and Executive agrees not to urge in any such
action the claim or defense that such remedy at law exists.
  10.4  Severability.  If a
final determination is made by a court having competent jurisdiction that the
time or territory or any other restriction contained in Sections 10.1 and 10.2
is an unenforceable restriction on Executive's activities, the provisions of
such sections shall not be rendered void but shall be deemed amended to apply
such maximum time and scope and such other restrictions as such court may
judicially determine or otherwise indicate to be reasonable.
   
  11.
                Representations.
  11.1  Executive
hereby represents that he is not subject to any restriction of any nature
whatsoever on his ability to enter into this Agreement or to perform his duties
and responsibilities hereunder, including, but not limited to, any covenant not
to compete with any former employer, including, but not limited to, Arch Coal,
Inc., any covenant not to disclose or use any non-public information acquired
during the course of any former employment or any covenant not to solicit any
customer of any former employer, including, but not limited to, Arch Coal,
Inc.
  11.2  Executive
hereby represents that, except as he has disclosed in writing to ICG, he is not
bound by the terms of any agreement with any previous company or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of Executive's employment with ICG or to refrain from
competing, directly or indirectly, with the business of such previous company or
any other party.
  11.3  Executive
hereby represents that, to the best of his knowledge, his performance of all the
terms of this Agreement and as an employee of ICG does not and will not breach
any agreement with another party, including without limitation any agreement to
keep in confidence proprietary information, knowledge or data Executive acquired
in confidence or in trust prior to his employment with ICG, and that he will not
knowingly disclose to ICG or induce ICG to use any confidential or proprietary
information or material belonging to any previous company or
others.
  11.4  Executive
further represents that, to his knowledge, his past actions in the coal industry
will not cause ICG to be permanently or materially permit blocked due to
Executive's employment hereunder, and Executive will promptly and diligently
cooperate to remove as soon as reasonably practicable any asserted link under
the "Applicant Violator System" as maintained by the Federal Office of Surface
Mining and any similar state program.
  12.
                Indemnification.
  ICG
shall, to the fullest extent to which it is empowered to do so by the General
Corporation Law of Delaware, or any other applicable laws, as from time to time
in effect, and in the manner therein provided, indemnify and hold harmless
Executive, through the duration of the Term and all statutory periods during
which any such claim may be brought or asserted, from and against any actual,
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, to which Executive is or
is threatened to be made a party by reason of the fact that he is or was a
director, officer, employee or agent of ICG.  Executive will be
further covered by the indemnification and limitations on liability of officers
and directors provided under ICG’s Certificate of Incorporation and By-laws and
any separate agreement between ICG and Executive and/or any officers and
directors indemnification insurance policy now or hereafter paid for by
ICG.
   
  13.
                Miscellaneous.
  13.1  Assignment.  This
Agreement shall be binding upon the parties hereto, their respective heirs,
personal representatives, executors, administrators and successors; provided,
however, that Executive shall not assign this Agreement.
  13.2  Governing Law.  This
Agreement shall be construed under and governed by the internal laws of the
State of Delaware without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
  13.3  Compliance
with Section 409A of the Code.
  (A)  The
parties intend that any amounts payable under this Agreement, and ICG’s and
Executive’s exercise of authority or discretion hereunder comply with the
provisions of Section 409A of the Code so as not to subject Executive to the
payment of the additional tax, interest and any tax penalty which may be imposed
under Section 409A of the Code.  In furtherance thereof, to the extent
that any provision hereof would result in Executive being subject to payment of
the additional tax, interest and tax penalty under Section 409A of the Code, the
parties agree to amend this Agreement if permitted under Section 409A of the
Code in a manner which does not impose any additional taxes, interests or
penalties on Executive in order to bring this Agreement into compliance with
Section 409A of the Code, without materially changing the economic value of the
arrangements under this Agreement to either party, and thereafter the parties
will interpret its provisions in a manner that complies with Section 409A of the
Code.  Notwithstanding the foregoing, no particular tax result for
Executive with respect to any income recognized by Executive in connection with
this Agreement is guaranteed.
  (B)  Notwithstanding
any provisions of this Agreement to the contrary, if Executive is a “specified
employee” (within the meaning of Section 409A of the Code and determined
pursuant to policies adopted by the Company consistent with Section 409A of the
Code) at the time of Executive’s separation from service and if any portion of
the payments or benefits to be received by Executive upon separation from
service would be considered deferred compensation under Section 409A of the Code
and cannot be paid or provided to Executive without his incurring taxes,
interest or penalties under Section 409A of the Code, amounts that would
otherwise be payable pursuant to this Agreement and benefits that would
otherwise be provided pursuant to this Agreement, in each case, during the
six-month period immediately following Executive’s separation from service will
instead be paid or made available on the earlier of (i) the first day of the
seventh month following the date of Executive’s separation from service and (ii)
Executive’s death.
   
  (C)  With
respect to any amount of expenses eligible for reimbursement or the provision of
any in-kind benefits under this Agreement, to the extent such payment or benefit
constitutes “deferred compensation” under Section 409A of the Code or is
required to be included in Executive’s gross income for federal income tax
purposes, such expenses (including expenses associated with in-kind benefits)
shall be reimbursed by ICG no later than December 31st of the year following the
year in which Executive incurs the related expenses.  In no event
shall the reimbursements or in-kind benefits to be provided by ICG in one
taxable year affect the amount of reimbursements or in-kind benefits to be
provided in any other taxable year, nor shall Executive’s right to reimbursement
or in-kind benefits be subject to liquidation or exchange for another
benefit.  Each tax “gross-up” payment described in this Agreement
shall be paid by ICG not later than the end of the year in which the applicable
taxes are remitted.
  (D)  Each
payment under this Agreement is intended to be a “separate payment” and not of a
series of payments for purposes of Section 409A of the Code.
  (E)  A
termination of employment shall not be deemed to have occurred for purposes of
any provision of this Agreement providing for the payment of any amounts or
benefits subject to Section 409A of the Code upon or following a termination of
employment unless such termination is also a “separation from service” (within
the meaning of Section 409A of the Code), and notwithstanding anything contained
herein the contrary, the date on which such separation from service takes place
shall be the Termination Date.
  13.4  Arbitration.
  (A)  Any
dispute, claim or controversy arising out of or relating to this Agreement,
including without limitation any dispute, claim or controversy concerning
validity, enforceability, breach or termination hereof, shall be finally settled
through arbitration by a single arbitrator selected under the rules of the
American Arbitration Association for arbitration of employment disputes
conducted in the city of Executive's domicile.  Each party will be
entitled to present evidence and argument to the arbitrator.  The
arbitrator will have the right only to interpret and apply the provisions of
this Agreement and may not change any of its provisions, except as expressly
provided in Section 13.7.  The arbitrator will permit reasonable
pre-hearing discovery of facts, to the extent necessary to establish a claim or
a defense to a claim, subject to supervision by the arbitrator.  In
addition, the Company shall propose a reasonable set of rules to guide any
proceedings under this Section 13.4(A).  Such rules shall be designed
to lead to a prompt and just result without undue delay or expense, but will not
be unduly prejudicial to either party.  The determination of the
arbitrator will be conclusive and binding upon the parties and judgment upon the
same may be entered in any court having jurisdiction thereof.  The
arbitrator will give written notice to the parties stating the arbitrator’s
determination, and will furnish to each party a signed copy of such
determination.  The expenses of arbitration will be borne equally by
ICG and Executive or as the arbitrator equitably determines consistent with the
application of state or federal law; provided, however, that Executive's share
of such expenses will not exceed the maximum permitted by law.  Any
arbitration or action pursuant to this Section 13.4(A) will be governed by and
construed in accordance with the substantive laws of the state of Executive's
domicile and, where applicable, federal law, without giving effect to the
principles of conflict of laws of such state.
  (B)  Notwithstanding
Section 13.4(A), ICG will not be required to seek or participate in arbitration
regarding any actual or threatened breach of Executive's covenants in Section
10, but may pursue its remedies, including injunctive relief, for such breach in
a court of competent jurisdiction in state of Executive's domicile, or in the
sole discretion of ICG, in a court of competent jurisdiction where Executive has
committed or is threatening to commit a breach of Executive's covenants in
Section 10, and no arbitrator may make any ruling inconsistent with the findings
or rulings of such court.
   
  13.5  Entire
Agreement.  This Agreement between Executive and ICG, set forth
the entire agreement of the parties concerning the employment of Executive by
ICG, and any other oral or written statements, representations, agreements, or
understandings made or entered into prior to or contemporaneously with the
execution of this Agreement, are hereby rescinded, revoked, and rendered null
and void by the parties.  Both parties hereto have participated in the
selection of the words and phrases set forth in this Agreement in order to
express their joint intentions in entering into this employment relationship,
and the parties hereto agree that there shall not be strict interpretation
against either party in connection with any review of this Agreement in which
interpretation thereof is an issue.
  13.6  Notices.  Any notice
required or permitted under this Agreement shall be deemed to have been
effectively made or given if in writing and personally delivered, or mailed
properly addressed in a sealed envelope, postage prepaid by certified or
registered mail, delivered by a reputable overnight delivery service or sent by
facsimile.  Unless otherwise changed by notice, notice shall be
properly addressed to Executive if addressed to the address of Executive on the
books and records of ICG at the time of the delivery of such notice, and
properly addressed to ICG if addressed to:
  Corporate
      SecretaryInternational
      Coal Group Inc.300
      Corporate Centre DriveScott
      Depot, WV  25560
 
 13.7  Severability.  Wherever
there is any conflict between any provision of this Agreement and any statute,
law regulation or judicial precedent, the latter shall prevail, but in such
event the provisions of this Agreement thus affected shall be curtailed and
limited only to the extent necessary to bring them within the requirements of
law.  In the event that any provision of this Agreement shall be held
by a court of competent jurisdiction to be indefinite, invalid, void or voidable
or otherwise unenforceable, the balance of this Agreement shall continue in full
force and effect unless such construction would clearly be contrary to the
intentions of the parties or would result in an unconscionable
injustice.
   
  13.8  Survival.  Executive
and ICG agree that upon termination of Executive's employment, the obligations
of each of the parties under this Agreement shall expire as of the Termination
Date, including, without limitation, the obligations of ICG to pay any
compensation to Executive, except to the extent otherwise specifically provided
in this Agreement.  Notwithstanding the foregoing, the obligations
contained in Section 10 of this Agreement, the provisions hereof relating to the
obligations of ICG described in the preceding sentence and any other provision
of this Agreement that is intended to continue in full force and effect after
the termination of Executive's employment, shall survive the termination or
expiration of this Agreement in accordance with the terms set forth
therein.
  13.9  Payment of Legal
Fees.  ICG will pay Executive's reasonable legal and financial
consulting fees and costs associated with entering into this Agreement and
further agrees to pay Executive an income tax "gross-up" payment such that
Executive will be made whole for the federal and state employment tax impact on
such payment and the "gross up" payment contemplated herein.
  13.10  Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.
  
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  IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed the day and year first
above written.
  
 
 Company:INTERNATIONAL
      COAL GROUP, INC.By:
                
                /s/
      Roger L. NicholsonName:
                
                Roger
      L. NicholsonTitle:
                
                Senior
      Vice President, Secretary and General Counsel
 
 
 Executive/s/
      Bennett K. HatfieldBennett
      K. Hatfield