Exhibit 10.68





EXHIBIT 10.68




FOUNDATION COAL

DEFERRED COMPENSATION PLAN




As Initially Established Effective January 1, 2009





 


 









 







FOUNDATION COAL

DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE I ESTABLISHMENT AND PURPOSE	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II DEFINITIONS	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	2.01	 	 	“Account Balance”
	 	 	1	 
	 	2.02	 	 	“Affiliate”
	 	 	1	 
	 	2.03	 	 	“Annual Bonus
	 	 	2	 
	 	2.04	 	 	“Annual Bonus Deferral Agreement Form”
	 	 	2	 
	 	2.05	 	 	“Base Salary”
	 	 	2	 
	 	2.06	 	 	“Base Salary Deferral Agreement Form”
	 	 	2	 
	 	2.07	 	 	“Beneficiary Designation Form”
	 	 	2	 
	 	2.08	 	 	“Benefits Committee”
	 	 	2	 
	 	2.09	 	 	“Board of Directors”
	 	 	2	 
	 	2.10	 	 	“Change in Control”
	 	 	2	 
	 	2.11	 	 	“Code”
	 	 	3	 
	 	2.12	 	 	“Company”
	 	 	3	 
	 	2.13	 	 	“Controlled Group Member”
	 	 	3	 
	 	2.14	 	 	“Designated Beneficiary”
	 	 	3	 
	 	2.15	 	 	“Designated Employee”
	 	 	3	 
	 	2.16	 	 	“Eligible Compensation”
	 	 	3	 
	 	2.17	 	 	“Employee”
	 	 	3	 
	 	2.18	 	 	“Employee Deferral Account”
	 	 	4	 
	 	2.19	 	 	“Employee Deferral Contribution”
	 	 	4	 
	 	2.20	 	 	“Employer”
	 	 	4	 
	 	2.21	 	 	“Employer Discretionary Account”
	 	 	4	 
	 	2.22	 	 	“Employer Discretionary Contribution”
	 	 	4	 
	 	2.23	 	 	“ERISA”
	 	 	4	 
	 	2.24	 	 	“Investment Designation Form”
	 	 	4	 
	 	2.25	 	 	“Participant’s Account”
	 	 	4	 
	 	2.26	 	 	“Participant”
	 	 	4	 
	 	2.27	 	 	“Payment Election Form”
	 	 	4	 
	 	2.28	 	 	“Permanently Disabled”
	 	 	4	 
	 	2.29	 	 	“Plan”
	 	 	5	 
	 	2.30	 	 	“Plan Administrator”
	 	 	5	 
	 	2.31	 	 	“Plan Year”
	 	 	5	 
	 	2.32	 	 	“Separation from Service”
	 	 	5	 
	 	2.33	 	 	“Supplemental Retirement Account”
	 	 	5	 






 


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	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 	2.34	 	 	“Supplemental Retirement Contribution”
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III ELIGIBILITY	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV DEFERRAL OPTION AND EMPLOYER CONTRIBUTIONS	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	 	4.01	 	 	Employee Deferral Election
	 	 	6	 
	 	4.02	 	 	Supplemental Retirement Contribution
	 	 	7	 
	 	4.03	 	 	Employer Discretionary Contribution
	 	 	7	 
	 	4.04	 	 	Deferral Agreement Form
	 	 	7	 
	 	4.05	 	 	Completion of Forms
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V PARTICIPANTS’ ACCOUNTS	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	 	5.01	 	 	Participant Accounts
	 	 	7	 
	 	5.02	 	 	Earnings and Losses
	 	 	8	 
	 	5.03	 	 	Investment Elections
	 	 	8	 
	 	5.04	 	 	Investment Options
	 	 	8	 
	 	5.05	 	 	Deductions from Account
	 	 	9	 
	 	5.06	 	 	Statement of Account
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI DISTRIBUTION OF ACCOUNTS	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	6.01	 	 	Time and Form of Distributions
	 	 	9	 
	 	6.02	 	 	Permanent Disability While Employed by the Employer
	 	 	9	 
	 	6.03	 	 	Death While Employed by an Employer
	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII PLAN ADMINISTRATION	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	 	7.01	 	 	Plan Administrator
	 	 	10	 
	 	7.02	 	 	Information To Be Made Available to the Plan Administrator
	 	 	11	 
	 	7.03	 	 	Claims Procedure
	 	 	11	 
	 	7.04	 	 	Notices from Participants
	 	 	14	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII AMENDMENTS	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	 	8.01	 	 	Plan Amendment
	 	 	15	 
	 	8.02	 	 	Plan Termination
	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	 	9.01	 	 	No Interest in Trust Fund
	 	 	15	 
	 	9.02	 	 	Status of Participants
	 	 	16	 
	 	9.03	 	 	Withholding
	 	 	16	 
	 	9.04	 	 	Spendthrift Clause
	 	 	16	 
	 	9.05	 	 	Effect on Employment
	 	 	16	 
	 	9.06	 	 	Construction. As used herein:
	 	 	16	 






 


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	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 	9.07	 	 	Severability
	 	 	16	 
	 	9.08	 	 	Jurisdiction
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE X EFFECT ON PRIOR WRITTEN AND ORAL AGREEMENT	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE XI EFFECTIVE DATE	 	 	17	 






	 	 	 
	APPENDIX A	 	LIST OF PARTICIPATING AFFILIATES
	 
	 	 
	EXHIBIT A

	 	BENEFICIARY DESIGNATION FORM
	EXHIBIT B

	 	BASE SALARY DEFERRAL AGREEMENT FORM
	EXHIBIT C

	 	ANNUAL BONUS DEFERRAL AGREEMENT FORM
	EXHIBIT D

	 	INVESTMENT DESIGNATION FORM
	EXHIBIT E

	 	PAYMENT ELECTION FORM







 


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FOUNDATION COAL

DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




ARTICLE I

ESTABLISHMENT AND PURPOSE




In accordance with the authority duly delegated to the Foundation Coal Benefits Committee (the
“Benefits Committee”) and the President of Foundation Coal Corporation (the “President”) by the
Board of Directors of Foundation Coal Corporation (the “Company”), the Benefits Committee and the
President, on behalf of the Company in its settlor capacity, hereby establishes the Foundation Coal
Deferred Compensation Plan (the “Plan”) effective January 1, 2009 for the purpose of providing
retirement benefits for a select group of management and highly compensated employees of the
Company and any participating affiliates through a combination of deemed employer and employee
deferrals.



The Plan is intended to comply with the requirements imposed by Code section 409A on nonqualified
deferred compensation plans (and the applicable guidance issued thereunder) and the terms of the
Plan shall be interpreted consistent therewith.



The Plan constitutes a contractual obligation of the Employers to pay the promised benefits in the
future and is intended to be unfunded for purposes of both the Code and ERISA. Although assets may
be set aside in a separate trust, known as a “Rabbi trust,” to provide the promised benefits, any
assets so set aside will remain the assets of the Employers and will be subject to the claims of
the Employers’ general creditors. Participants and their beneficiaries will have only the status
of general unsecured creditors with respect to any amounts set aside to provide benefits under the
Plan.



ARTICLE II

DEFINITIONS




The following capitalized words and phrases, when used in the text of this document and
attachments, have the meanings set forth below. Where the definitions include rules regarding the
definition, those rules shall apply.




	2.01	 	“Account Balance” means the aggregate balance of the Employee Deferral Account,
Supplemental Retirement Account and Employer Discretionary Account of a Participant as
determined under Article V.
	 
	2.02	 	“Affiliate” means a corporation that: (a) is in the same affiliated group with the
Company within the meaning of Code section 1504, (b) has been authorized to adopt the Plan by
resolution of the Benefits Committee, and (c) has, by written action of its board of
directors, adopted the Plan. The corporations that have adopted this Plan are listed in
Appendix A to the Plan, which appendix can be modified by the Plan Administrator to reflect
changes in the participating Affiliates without a formal Plan amendment.




 


 









 





	2.03	 	“Annual Bonus means the annual cash bonus a Designated Employee earns for a
particular calendar year based on the Designated Employee’s and/or the Employer’s satisfaction
of pre-established, specified performance targets for such year, excluding any amounts earned
under the Foundation Coal Holdings, Inc. Amended and Restated 2004 Stock Incentive Plan or any
successor plan adopted by the Employer.
	 
	2.04	 	“Annual Bonus Deferral Agreement Form” means the deferral agreement form for the
Annual Bonus, which is attached hereto as Exhibit C and which may be modified from time to
time by the Plan Administrator. The Annual Bonus Deferral Agreement Form must be completed in
accordance with the conditions prescribed in Section 4.01.
	 
	2.05	 	“Base Salary” means a Designated Employee’s regular salary paid for a particular
calendar year, including any amounts deferred under this Plan or any cash or deferred
arrangements under Code section 125 or 401(k).
	 
	2.06	 	“Base Salary Deferral Agreement Form” means the deferral agreement form for Base
Salary, which is attached hereto as Exhibit B and which may be modified from time to time by
the Plan Administrator. The Base Salary Deferral Agreement Form must be completed in
accordance with the conditions prescribed in Section 4.01.
	 
	2.07	 	“Beneficiary Designation Form” means the beneficiary designation form, which is
attached hereto as Exhibit A and which may be modified from time to time by the Plan
Administrator. A Participant may at any time change his Designated Beneficiary by completing
a new Beneficiary Designation Form and filing it with the Plan Administrator.
	 
	2.08	 	“Benefits Committee” means the Foundation Coal Benefits Committee.
	 
	2.09	 	“Board of Directors” means the Board of Directors of the Company.
	 
	2.10	 	“Change in Control” means a change in the ownership of the Company, a change in the
effective control of the Company or change in the ownership of a substantial portion of the
Company’s assets. Whether there has been a Change in Control of the Company will be
determined by the Plan Administrator in accordance with the guidance issued under Code section
409A. For purposes of this Section 2.10:






	 	(a)	 	A change in ownership of the Company occurs on the date that any one person, or
more than one person acting as a group, acquires ownership of stock of the Company
that, together with stock held by such person or group, constitutes more than 50
percent of the total fair market value or total voting power of the stock of the
Company.
	 
	 	(b)	 	A change in the effective control of the Company occurs on the date that
either:






	 	(1)	 	any one person, or more than one person acting as a group
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of the
Company
possessing 30 percent or more of the total voting power of the stock of the
Company; or





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	 	(2)	 	a majority of members of the Company’s Board of Directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Company’s Board of
Directors prior to the date of the appointment or election.






	 	(c)	 	A change in the ownership of a substantial portion of the Company’s assets
occurs on the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the Company that have a total
gross fair market value equal to or more than 40 percent of the total gross fair market
value of all of the assets of the Company immediately prior to such acquisition or
acquisitions.






	2.11	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.12	 	“Company” means the Foundation Coal Corporation and any successor thereto.
	 
	2.13	 	“Controlled Group Member” means a trade or business that, together with the Company
is a member of: (a) a controlled group of corporations, within the meaning of Code section
414(b), (b) a group of trades or businesses under common control, within the meaning of Code
section 414(c), (c) an affiliated service group, within the meaning of Code section 414(m), or
(d) a trade or business required to be aggregated pursuant to Code section 414(o).
	 
	2.14	 	“Designated Beneficiary” means the person(s) designated in the Beneficiary
Designation Form.
	 
	2.15	 	“Designated Employee” means an Employee who (a) is a member of a select group of
management of an Employer or is a highly compensated employee of an Employer, (b) is expected
to receive Eligible Compensation from the Employer in excess of the compensation limitation
imposed by Code section 401(a)(17) for each Plan Year in which he or she participates in the
Plan and (c) is designated pursuant to Article III by the Benefits Committee as eligible to
participate in the Plan.
	 
	2.16	 	“Eligible Compensation” means the sum of a Designated Employee’s Base Salary and
Annual Bonus for a particular Plan Year.
	 
	2.17	 	“Employee” means an employee of the Company or an Affiliate. The determination of
whether an individual is an employee of an Employer or an independent contractor and the
determination of whether an employee of an Employer is classified as a member of any
particular classification of employees shall be made in accordance with the classifications
used by the Employer and not the treatment of the individual for any purposes under the Code,
common law or any other law.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	2.18	 	“Employee Deferral Account” means the subaccount of a Participant’s Account to which
are credited the Employee Deferral Contributions which have been allocated to such Participant
and the deemed earnings and losses attributable thereto.
	 
	2.19	 	“Employee Deferral Contribution” means the amount by which a Designated Employee
elects to reduce his or her Eligible Compensation pursuant to Section 4.01.
	 
	2.20	 	“Employer” means, as the context requires, the Company or any Affiliate.
	 
	2.21	 	“Employer Discretionary Account” means the subaccount of a Participant’s Account to
which are credited the Employer Discretionary Contributions which have been allocated to such
Participant and the deemed earnings and losses attributable thereto.
	 
	2.22	 	“Employer Discretionary Contribution” means the contribution which an Employer elects
to make on behalf of a Designated Employee. An Employer shall be under no obligation to make
any Employer Discretionary Contribution on behalf of any Employee and may make Employer
Discretionary Contributions in differing amounts (including no Employer Discretionary
Contribution) on behalf of any Designated Employee. The Employer may terminate Employer
Discretionary Contributions in whole or in part at any time.
	 
	2.23	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	2.24	 	“Investment Designation Form” means the investment designation form attached hereto
as Exhibit D and which may be modified from time to time by the Plan Administrator. The
Investment Designation Form shall set forth, among other things, the optional investments upon
which a Participant may elect to have his investment earnings calculated.
	 
	2.25	 	“Participant’s Account” means the sum of the Participant’s Supplemental Retirement
Account, Employer Discretionary Account and Employee Deferral Account established pursuant to
Section 5.01 to which the Employee’s and Employer’s deemed contributions and deemed earnings
are credited.
	 
	2.26	 	“Participant” means each Employee and former Employee whom the Benefits Committee has
designated as being eligible to participate in the Plan and who has an Account Balance.
	 
	2.27	 	“Payment Election Form” means the payment election form attached hereto as Exhibit E
and which may be modified from time to time by the Plan Administrator.
	 
	2.28	 	“Permanently Disabled” means (a) a Designated Employee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, (b) a Designated Employee is, by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months,





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	 	 	receiving income
replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Company or a Controlled Group Member, or
(c) a Designated Employee has been determined to be totally disabled by the Social Security
Administration. Whether a Participant is Permanently Disabled shall be determined by the
Plan Administrator in accordance with the guidance issued under Code section 409A.
	 
	2.29	 	“Plan” means the Foundation Coal Deferred Compensation Plan, as set forth herein, and
all exhibits hereto.
	 
	2.30	 	“Plan Administrator” means the Benefits Committee or its delegate with respect to a
specific matter.
	 
	2.31	 	“Plan Year” means the calendar year. The first Plan Year shall be the 2009 calendar
year.
	 
	2.32	 	“Separation from Service” means a Designated Employee’s death, retirement or other
termination of employment with the Company and all Controlled Group Members. Whether a
Separation from Service has occurred shall be determined by the Plan Administrator based on
all of the facts and circumstances and in accordance with the guidance issued under Code
section 409A. For purposes of this Plan, a Designated Employee will be presumed to have
experienced a Separation from Service when the level of bona fide services performed decreases
to a level less than fifty percent (50%) of the average level of bona fide services performed
during the immediately preceding thirty-six (36)-month period (or the full period of services
to the Company and all Controlled Group Members if the Designated Employee has been providing
services to the Company and all Controlled Group Members less than thirty-six (36) months).
	 
	2.33	 	“Supplemental Retirement Account” means the subaccount of a Participant’s Account to
which are credited the Supplemental Retirement Contributions which have been allocated to such
Participant and the assumed earnings and losses attributable thereto.
	 
	2.34	 	“Supplemental Retirement Contribution” means the contribution to an eligible
Designated Employee’s Account pursuant to Section 4.02.





ARTICLE III

ELIGIBILITY




The Benefits Committee shall, from time to time, designate as eligible to participate in the Plan
Employees of the Employers whom it determines are members of a select group of management of their
Employer or highly compensated employees of their Employer and are expected to earn Eligible
Compensation from the Employer for a Plan Year that exceeds the compensation limitation imposed by
Code section 401(a)(17) for each Plan Year in which he or she participates in the Plan (“select
group employees”). In making the determination of who is a select group employee, the rules and
regulations issued pursuant to ERISA shall control. The fact that an Employee is found to be a
select group employee shall not entitle him to participate in the Plan unless the Benefits
Committee affirmatively designates such Employee as eligible to participate.




FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009



 


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Once designated as
eligible to participate, the Employee shall remain eligible for subsequent years. However, the
Benefits Committee may, in its sole discretion, terminate from future
participation a Designated Employee upon written notice to him. Upon such notice, no further
Employee Deferral Contributions, Supplemental Retirement Contributions nor Employer Discretionary
Contributions shall be made by or on behalf of the Designated Employee, but the Designated Employee
shall otherwise be deemed a Participant until such time that his or her Account Balance is paid
under the terms of the Plan. The Chief Executive Officer of each Employer may recommend to the
Benefits Committee those select group employees of the Employers who merit consideration for
participation.



ARTICLE IV

DEFERRAL OPTION AND EMPLOYER CONTRIBUTIONS





	4.01	 	Employee Deferral Election. Each Designated Employee may elect to defer from one
percent (1%) to thirty-five percent (35%) (in whole percentages only) of his or her Eligible
Compensation from the Employer, subject to the following conditions:






	 	(a)	 	A separate deferral election must be made with respect to the Designated
Employee’s Base Salary and the Designated Employee’s Annual Bonus. If a Designated
Employee does not make a deferral election with respect to Base Salary and/or Annual
Bonus, the Designated Employee shall not receive an Employee Deferral Contribution with
respect to any such portions of Eligible Compensation.
	 
	 	(b)	 	A deferral election for a particular Plan Year shall be irrevocable once made
and shall continue to apply to subsequent Plan Years until and unless the Designated
Employee changes a deferral election in accordance with the procedures prescribed in
this Section 4.01.
	 
	 	(c)	 	Except as otherwise provided in the next sentence, a deferral election with
respect to Base Salary must be made no later than the last day of the calendar year
preceding the calendar year during which the Base Salary will be earned.
Notwithstanding the preceding sentence, with respect to the first year a Designated
Employee is eligible to participate in any account balance plan maintained by the
Company or any Controlled Group Members, such Designated Employee’s election must be
made no later than thirty (30) days after the date on which the Designated Employee is
first eligible and such election shall only be with respect to Base Salary earned
during the remainder of such Plan Year. Any changes to a Base Salary deferral election
for a subsequent Plan Year must be made prior to the beginning of such Plan Year.
	 
	 	(d)	 	A deferral election with respect to an Annual Bonus must be made no later than
June 30th of the calendar year for which the bonus is payable. Any changes to an
Annual Bonus deferral election with respect to an Annual Bonus payable for a subsequent
calendar year must be made no later than June 30th of such calendar year.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	 	(e)	 	Amounts deferred from Base Salary shall be deducted ratably from the applicable
salary payments due the Participant during the calendar year. Amounts deferred
from an Annual Bonus shall be deducted at the time the bonus payment is made. All
Employee Deferral Contributions shall be credited to the Participant’s Employee
Deferral Account at the same time such Contributions are deducted from the Eligible
Compensation.






	4.02	 	Supplemental Retirement Contribution. Each Designated Employee who, on or after
January 1, 2009, (i) is first hired or re-hired by an Employer, or (ii) transfers employment
from a non-Employer Controlled Group Member to an Employer and is not eligible to participate
in a qualified defined benefit pension plan maintained by an Employer, shall be credited with
a Supplemental Retirement Contribution equal to five percent (5%) of the Designated Employee’s
Eligible Compensation in excess of the limitation on compensation imposed by Code section
401(a)(17) for each Plan Year in which he or she is designated as eligible to participate in
the Plan. Amounts deemed contributed under this Section 4.02 shall be credited to the
Supplemental Retirement Account of each eligible Designated Employee at the time the
applicable amounts of Base Salary and Annual Bonus are actually paid to the Designated
Employee.
	 
	4.03	 	Employer Discretionary Contribution. If the Employer elects to make an Employer
Discretionary Contribution on behalf of any Designated Employee, it shall be made in such
amount, upon such conditions and at such times as determined in the sole discretion of the
Employer. Amounts deemed contributed under this Section 4.03 shall be credited to the
Employer Discretionary Account of the Designated Employee.
	 
	4.04	 	Deferral Agreement Form. All deferral percentages as described in Section 4.01 above
shall be set forth on the Base Salary Deferral Agreement Form and the Annual Bonus Deferral
Agreement Form, as applicable.
	 
	4.05	 	Completion of Forms. Each Designated Employee shall complete and file with the Plan
Administrator: (a) a Beneficiary Designation Form designating to whom his Account Balance
shall be paid in the event of the Designated Employee’s death, (b) a Payment Election Form
designating the form in which his or her Account Balance will be paid and (c) an Investment
Designation Form which will control the crediting of earnings and losses on the Participant’s
Account until such designation is changed in accordance with the investment direction
procedures prescribed by the Plan Administrator pursuant to Article V.





ARTICLE V

PARTICIPANTS’ ACCOUNTS





	5.01	 	Participant Accounts. For each Participant, three separate accounts, the Employee
Deferral Account, the Supplemental Retirement Account and the Employer Discretionary Account
(collectively the “Participant’s Account”) shall be maintained. Employee Deferral
Contributions, Supplemental Retirement Contributions and Employer Discretionary Contributions,
net of any required federal or state taxes (which the Employer shall withhold and submit to
the appropriate governmental agency), shall be credited to the appropriate Account.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	5.02	 	Earnings and Losses. Each Participant’s Account shall be credited with the gains and
losses (including, without limitation, interest, dividends, market appreciation or
depreciation) that would have accrued if the Participant’s Account had been invested in the
investment options designated by the Participant to the Plan Administrator (or its designee)
in accordance with the investment direction procedures prescribed by the Plan Administrator.
The Company, Board of Directors, Employers, Controlled Group Members, Plan Administrator and
Benefits Committee do not represent or guarantee successful deemed investment of any amounts
under the Plan and shall not be required to restore any loss which may result from such deemed
investments or lack of investment. In addition, no one shall be under any obligation to
actually invest amounts corresponding to any investment directions provided by a Participant
or Beneficiary. Each Participant and Beneficiary assumes the risk in connection with any
decrease in value of his or her Account deemed invested hereunder.
	 
	5.03	 	Investment Elections. Participants may direct the deemed investment of their
Accounts in multiples of one percent (1%) to deemed investments in any or all of the
investment options made available under the Plan from time to time by the Plan Administrator
in its sole discretion. Investment directions shall be provided by a Participant in
accordance with the investment direction procedures prescribed by the Plan Administrator,
which may include, but are not limited to, written, voice or other electronic communications
to the Plan Administrator (or its designee). If a Participant does not direct the deemed
investment of his or her Account under the Plan, and the Participant is an active participant
in the Foundation Coal Savings Plan and Trust, the Participant shall be deemed to have elected
to invest his or her Account in the same investment options designated (or deemed designated)
under the Foundation Coal Savings Plan and Trust; provided that, to the extent the same
investment options are not available under this Plan, the Participant shall be deemed to have
elected to invest his or her Account in the investment options under this Plan that are most
comparable to the investment options under the Foundation Coal Savings Plan and Trust (as
determined by the Plan Administrator in its sole discretion). If such a Participant is not an
active participant in the Foundation Coal Savings Plan and Trust, the Participant shall be
deemed to have elected to invest his or her Account in the T. Rowe Price Retirement Date Fund
that is based on the date that is closest to the date the Participant will attain age 65, or
such other fund as the Plan Administrator, in its sole discretion, shall determine from time
to time. A Participant may change any investment directions (or deemed investment directions)
in accordance with the investment direction procedures prescribed by the Plan Administrator.
	 
	5.04	 	Investment Options. The Plan Administrator may change the deemed investment options
at any time upon thirty (30) days advance notice to the Participants. Upon such a change,
each Participant shall be given an opportunity to select among such new investment options as
are designated by the Plan Administrator. In case of failure to elect such new investment
options, the Participant shall be deemed to have made an election to invest his Participant’s
Account in the investment options then being offered that are most comparable to the
Participant’s old investment options. The decision of comparable investment options shall be
made in the sole discretion of the Plan Administrator.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	5.05	 	Deductions from Account. Distributions to the Participant or on behalf of the
Participant shall be deducted from the Participant’s Account. Any deemed purchases or sales
of securities shall be subject to such fees and deducted from the Participant’s Account as if
such securities were actually purchased by the Employer on behalf of the Participant.
	 
	5.06	 	Statement of Account. The Plan Administrator shall furnish, or cause to be
furnished, to the Participant within ninety (90) days after the end of each calendar quarter a
statement showing the beginning balance in the Participant’s Employee Deferral Account,
Supplemental Retirement Account and Employer Discretionary Account, contributions, deemed
investment earnings and losses per category of investment, and ending balance. Such statement
shall be binding on the Participant unless the Participant notifies the Plan Administrator of
any objections thereto within ninety (90) days from the receipt of such statement by the
Participant. In the case of any such notification, the objections shall be treated as a claim
for benefits pursuant to Section 7.03.





ARTICLE VI

DISTRIBUTION OF ACCOUNTS





	6.01	 	Time and Form of Distributions. Except as otherwise provided in this Article VI, the
balance in the Participant’s Account shall become distributable upon the Participant’s
Separation from Service or, if earlier, a Change in Control. The Participant’s Account shall
be distributed (or begin to be distributed) within thirty (30) days following the first
business day of the calendar year immediately following the calendar year in which the
applicable distribution event occurs; provided that, if the distribution is on account of the
Participant’s Separation from Service and would be made less than six months from the date of
the Separation from Service, the Participant’s Account shall be distributed (or begin to be
distributed) within thirty (30) days following the first business day coinciding with or next
following the six month anniversary of the Participant’s Separation from Service. At the time
of the Participant’s initial deferral election under the Plan, the Participant may irrevocably
elect to receive the distribution of his or her Account in the form of either: (i) a single
sum payment, or (ii) approximately equal annual installments over a five (5)-year period. If
a Participant does not designate a form of distribution at the time of his or her initial
deferral election under the Plan, the Participant shall be deemed to have elected to receive
his Account in a single sum payment.
	 
	6.02	 	Permanent Disability While Employed by the Employer. Notwithstanding the preceding
provisions of this Article VI, if a Participant is determined to be Permanently Disabled while
in the employ of an Employer and prior to the time distributions have commenced, the balance
in the Participant’s Account shall be distributed to the Participant in a single sum payment
within thirty (30) days following such notice.




FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	6.03	 	Death While Employed by an Employer. Notwithstanding the preceding provisions of
this Article VI, in the event a Participant dies while in the employ of an Employer and prior
to the time distributions have commenced, in lieu of any other benefits under the Plan, the
Participant’s Designated Beneficiary as set forth on the Beneficiary Designation Form (or
where no beneficiary has been so designated, the Participant’s estate) shall be
entitled to a death benefit equal to the balance in the Participant’s Account. The death
benefit set forth herein shall be payable in cash in a single sum payment within thirty (30)
days following the Plan Administrator’s receipt of written confirmation, in a form
acceptable to the Plan Administrator, in its sole discretion, of the Participant’s death.
Should a Participant die while receiving installment payouts, the remaining installment
payments shall be paid to the Designated Beneficiary, who shall be deemed to be the
Participant for purposes of making deemed investment elections pursuant to Article V, unless
the Designated Beneficiary is the Participant’s estate, in which case the balance in the
Participant’s Account shall be paid in a single sum payment within thirty (30) days
following the Plan Administrator’s receipt of written confirmation, in a form acceptable to
the Plan Administrator, in its sole discretion, of the Participant’s death.





ARTICLE VII

PLAN ADMINISTRATION





	7.01	 	Plan Administrator.






	 	(a)	 	Appointment of Benefits Committee. The Benefits Committee shall be the
Plan Administrator.
	 
	 	(b)	 	General Authority. In addition to the duties and powers described
elsewhere hereunder, the Plan Administrator shall have the full power and authority
with respect to the following specific duties and powers:






	 	(1)	 	To administer, interpret and construe the Plan, to decide
questions and disputes, to supply omissions and resolve inconsistencies and
ambiguities arising under the Plan. The Plan Administrator’s interpretations
and constructions hereof and actions hereunder, including any determination of
the amount of payments to be made herefrom, shall be binding and conclusive on
all persons for all purposes;
	 
	 	(2)	 	To evaluate administrative procedures and to adopt rules for
the administration of the Plan;
	 
	 	(3)	 	To prescribe forms and procedures for any administrative
purpose under the Plan and to require the use of such forms and procedures and,
notwithstanding any Plan provision to the contrary, to establish and maintain a
procedure whereby any election or other required written form may be made
telephonically or electronically and whereby elections or submissions made in
accordance with such procedure shall be deemed to have been made as if on the
applicable written form; and





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	 	(4)	 	To delegate such duties and powers as the Plan Administrator
shall determine from time to time to any person or persons. To the extent of
any such delegation, the delegate shall have the duties, powers, authority and
discretion of the Plan Administrator.






	 	(c)	 	Appointment of Agents. The Plan Administrator may appoint such agents
as it deems necessary to assist it in carrying out its duties under the Plan and may
require any form or other document required to be filed or delivered under the Plan to
be filed or delivered with each agent. No agent of Foundation Coal Corporation, an
Employer, the Plan Administrator or the Board of Directors, shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his or her own willful misconduct or
lack of good faith.
	 
	 	(d)	 	Employment of Advisers and Persons to Carry Out Responsibilities. The
Plan Administrator may employ one or more persons to render advice with regard to any
responsibility the Plan Administrator has under the Plan and may employ one or more
persons to carry out any of its responsibilities under the Plan. Any interpretations,
decisions and determinations made by the Plan Administrator pursuant to its duties and
powers described in the Plan shall be conclusive and binding upon all parties. The
Plan Administrator shall have sole discretion in carrying out its responsibilities.






	7.02	 	Information To Be Made Available to the Plan Administrator. To enable the Plan
Administrator to perform all of its duties under the Plan, the Board of Directors and the
board of directors of each Employer will provide the Plan Administrator with access to any
information the Plan Administrator requires. If required information is not available from an
Employer’s records, the Plan Administrator may obtain the information from the Participants.
The Plan Administrator and Foundation Coal Corporation may rely on and shall not be liable for
any information that an Employee provides either directly or indirectly.
	 
	7.03	 	Claims Procedure.






	 	(a)	 	Definitions. For purposes of this Section, the following terms shall
have the meanings set forth below:






	 	(1)	 	“Adverse Benefit Determination” means the denial of a
claim, including:






	 	(A)	 	A denial, reduction or termination of benefits, or
	 
	 	(B)	 	A failure to provide or make payment (in whole
or in part) for a benefit, including in each such case, a denial that
is based on a determination of a Claimant’s eligibility to participate
in the Plan. In no event however, shall an Adverse Benefit
Determination encompass the amendment or termination of the Plan.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	 	(2)	 	“Claimant” means a Participant or a Beneficiary with
respect to whom a benefits determination is being or has been made.
	 
	 	(3)	 	“Relevant Document” means, with respect to a Claimant’s
claim, a document, record or other information that:






	 	(A)	 	Was relied upon in making the benefit
determination;
	 
	 	(B)	 	Was submitted, considered or generated in the
course of making the benefit determination, without regard to whether
such document, record or other information was relied upon in making
the benefit determination; or
	 
	 	(C)	 	Demonstrates compliance with the administrative
processes and safeguards required to assure consistent application of
Plan provisions with respect to similarly-situated Claimants.






	 	(b)	 	Filing a Claim. A Claimant or his duly authorized representative may
file a claim for a Plan benefit to which the Claimant believes he or she is entitled.
Such claim for benefits shall be in writing, shall adequately describe the benefit to
which such individual believes he or she is entitled, and shall be delivered to the
Plan Administrator by first class mail, postage prepaid; electronically; by facsimile
or by hand-delivery.
	 
	 	(c)	 	Initial Review of a Claim.






	 	(1)	 	The Plan Administrator shall review a claim for benefits under
the Plan and respond thereto within a reasonable period of time, but in no
event later than ninety (90) days after receiving the claim. The Plan
Administrator may extend this initial period for responding to the claim by an
additional ninety (90) days where special circumstances make such extension
appropriate and provided that the Plan Administrator notifies the Claimant in
writing prior to the end of the initial ninety (90) day period of the need for
the extension and the date by which a determination will be made.
	 
	 	 	 	In the event of an Adverse Benefit Determination, the Plan Administrator
shall give written notice to such person in a manner calculated to be
understood by the Claimant. Such written notice shall be mailed by
certified mail to such person’s last known address and shall contain the
following information:






	 	(A)	 	The specific reason(s) for such denial;
	 
	 	(B)	 	Specific reference(s) to pertinent Plan
provisions upon which the Adverse Benefit Determination is based;





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	 	(C)	 	A description of any additional material or
information which may be needed for the claimant to perfect the request
and an explanation of why such material or information is required; and
	 
	 	(D)	 	An explanation of the review procedure, the
time limits applicable to such procedure and Claimant’s right, at no
charge, to have reasonable access to and to obtain copies of all
Relevant
Documents upon request therefor, and a statement of the Claimant’s
right to bring a civil action under ERISA section 502(c) following an
Adverse Benefit Determination on review.






	 	(2)	 	The Plan Administrator will establish an administrative process
to ensure and verify that (A) claim determinations are made in accordance with
the governing plan document and (B) where appropriate, the Plan provisions have
been applied consistently with respect to similarly-situated Claimants.
	 
	 	(3)	 	The Plan Administrator shall have full discretion to deny or
grant any claim in whole or in part. If notice of the Plan Administrator’s
determination is not furnished in accordance with this Subsection (c), the
claim will be deemed denied and the Claimant will be permitted to exercise his
or her right of review pursuant to Subsections (d) and (e).






	 	(d)	 	Claimant’s Request for Review of an Adverse Benefit Determination. In
the event of an Adverse Benefit Determination, the Claimant or his duly authorized
representative may request a full and fair review of the claim by the Plan
Administrator. Claimant shall have the right, at no charge, to have reasonable access
to and to obtain copies of all Relevant Documents upon request therefore. Claimant
shall have the right to submit in writing issues and comments, including, without
limitation, appropriate evidence or testimony of an expert.
	 
	 	 	 	The Claimant’s request for review by the Plan Administrator must be submitted in
writing to the Plan Administrator within sixty (60) days of the Claimant’s receipt
of a notice of an Adverse Benefit Determination. The Plan Administrator may grant
to Claimant an extension of time by which Claimant must file his request for review
of the Adverse Benefit Determination where the nature of the benefit involved or
other attendant circumstances make such extension appropriate. Delivery of the
Claimant’s request for review of the Adverse Benefit Determination must be made by
first class mail, postage prepaid; electronically; or by facsimile or by
hand-delivery.
	 
	 	(e)	 	Decision on Review of An Adverse Benefit Determination.






	 	(1)	 	The Plan Administrator shall make a decision within a
reasonable period of time, but in no event later than sixty (60) days after its
receipt of Claimant’s request for review.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	 	 	 	If, however, special circumstances require an extension of time for
processing, the Plan Administrator may extend the time in which it will
review the Adverse Benefit Determination provided that any such extension
shall not exceed sixty (60) days and further provided that the Claimant is
notified in writing prior to the expiration of the initial sixty (60) days
of the special circumstances necessitating the extension(s) and of the date
by which a determination is anticipated. A decision shall be rendered within a reasonable period of time, but in no event later than one
hundred and twenty (120) days after receipt of a Claimant’s request for
review.
	 
	 	 	 	If notice of the decision on the review is not furnished in accordance with
this Subsection (e), the claim shall be deemed to have been denied and the
Claimant shall be permitted to exercise his or her right to a legal remedy
pursuant to Subsection (f).
	 
	 	(2)	 	The Plan Administrator shall perform a de novo review of the
Adverse Benefit Determination on review, taking into account all comments,
documents, records and other information submitted by the Claimant relating to
the claim regardless of whether the information was previously considered on
initial review of the claim.
	 
	 	(3)	 	The Claimant shall be notified in writing of the decision on
review. In the event of an Adverse Benefit Determination on review, the notice
shall be written in a manner calculated to be understood by the Claimant and
setting forth:






	 	(A)	 	the specific reason(s) for the Adverse Benefit
Determination;
	 
	 	(B)	 	the specific reference(s) to the pertinent Plan
provisions on which the Adverse Benefit Determination is based; and
	 
	 	(C)	 	a statement of the Claimant’s right to bring a
civil action under ERISA section 502(c) following an Adverse Benefit
Determination on review.






	 	(f)	 	Legal Remedy. After exhausting the claim procedure as provided under
the Plan, nothing shall prevent any person from pursuing any other legal remedy.






	7.04	 	Notices from Participants. Whenever provision is made in the Plan that a
Participant may exercise any option or election, the action of the Participant will be
evidenced in writing on the forms provided by the Plan Administrator, if a form is provided,
signed by the Participant and delivered to the Plan Administrator in person or by mail.
Written notice will not be effective until received by the Plan Administrator.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


14









 










ARTICLE VIII

AMENDMENTS





	8.01	 	Plan Amendment.






	 	(a)	 	Foundation Coal Corporation reserves the right, at any time by written action
of the Board of Directors of Foundation Coal Corporation, or its duly authorized
delegate, to modify or amend, in whole or in part, any or all of the provisions of the
Plan; provided, however, that no such action shall be retroactive, decrease the
Account Balance of the Participant at the time of such amendment or place
substantial additional limitations on the payment of the Account Balance to the
Participant. The Board of Directors of Foundation Coal Corporation has delegated
its amendment authority with respect to the Plan to the Benefits Committee.
	 
	 	(b)	 	The Plan Administrator may, from time to time, amend the form of the
Beneficiary Designation Form, Base Salary and Annual Bonus Deferral Agreement Forms,
Investment Election Form (including the deemed designated investment options) and the
Payment Election Form. However, no such amendment shall be effective if such amendment
causes the form to conflict with any provision of the Plan (excluding such form).






	8.02	 	Plan Termination. The expectation of Foundation Coal Corporation is to continue the
Plan indefinitely, but continuation of the Plan is not assumed as a contractual obligation by
Foundation Coal Corporation or any Employer, and the right is reserved to Foundation Coal
Corporation, by action of the Board of Directors of Foundation Coal Corporation or its duly
authorized delegate, to terminate the Plan in whole or in part at any time. If the Plan is
terminated, the Plan Administrator, in its sole discretion, shall decide on the appropriate
manner of distributing Participant Accounts; provided, however, that any such distribution of
Participant Accounts shall be in a manner that is permitted in accordance with the guidance
issued under Code section 409A.





ARTICLE IX

MISCELLANEOUS





	9.01	 	No Interest in Trust Fund. Nothing in the Plan shall be construed to give any
Participant or other person any right, title, interest or claim in or to any specific asset,
fund, reserve account or property of any kind whatsoever owned by Foundation Coal Corporation,
an Employer or any Controlled Group Member, or in which it may have a right, title or interest
now or in the future.
	 
	 	 	The Company has established a trust fund in order that it might set aside monies to offset
its obligations under the Plan. Such trust fund shall be governed by a separate trust
agreement.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


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	9.02	 	Status of Participants. Participants shall only have the status of general unsecured
creditors of Foundation Coal Corporation and the Employers. The Plan constitutes a mere
promise by the Employers to make benefit payments in the future. The Plan is intended to be
unfunded for tax purposes and for purpose of Title I of ERISA.
	 
	9.03	 	Withholding. The Plan Administrator shall have the right to withhold any and all
state, local and Federal taxes which may be withheld in accordance with applicable law, or to
direct that such withholding occur.
	 
	9.04	 	Spendthrift Clause. A Participant’s right to benefits under the Plan, contingently
or otherwise, are not subject in any manner to anticipation, alienation, commute, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the
Participant or the Participant’s Designated Beneficiary, except for the right to designate a
Designated Beneficiary.
	 
	9.05	 	Effect on Employment. Nothing contained in the Plan shall be construed as conferring
upon a Participant the right to continue to serve as an Employee of an Employer or to assure
the Participant of any specific level of compensation from an Employer. Participation in the
Plan shall not lessen or otherwise affect the responsibilities of such an Employee to perform
fully his or her duties in a satisfactory and workmanlike manner, nor shall it affect the
Employer’s right to discipline, discharge, or take any other action with respect to such an
Employee.
	 
	9.06	 	Construction. As used herein:






	 	(a)	 	the masculine gender shall include the feminine and the singular shall include
the plural as the circumstances require; and
	 
	 	(b)	 	the titles and headings of the Articles and Sections in the Plan are for
convenience only. In case of ambiguity or inconsistency, the text rather than the
titles or heading shall control.






	9.07	 	Severability. If any provision of the Plan is illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining provisions. On the contrary,
such remaining provisions shall be fully severable, and the Plan shall be construed and
enforced as if such illegal or invalid provisions never had been inserted into the Plan.
	 
	9.08	 	Jurisdiction. The Plan shall be construed in accordance with and governed by the
laws of Maryland to the extent not superceded by federal law.





FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009





 


16











 




ARTICLE X

EFFECT ON PRIOR WRITTEN AND ORAL AGREEMENT



The Plan shall supersede all prior employment agreements, letters of understanding, contracts and
oral representations made by or entered into between an Employer and Designated Employees in
connection with nonqualified deferred compensation but does not supersede any “golden parachute”
written agreements or any split dollar life insurance agreements.




ARTICLE XI

EFFECTIVE DATE




The effective date of the Plan, as initially established herein, shall be January 1, 2009.




	 	 	 	 	 
	 	FOUNDATION COAL BENEFITS COMMITTEE

 	 
	 	By:  	/s/ Michael A. Ciuchta
 	 
	 	 	Michael A. Ciuchta, Chairman 	 
	 	 	 	 
	 	By:  	                                              /s/ Michael R. Peelish
 	 
	 	 	Michael R. Peelish, Member 	 
	 	 	 	 
	 	By:  	                                              /s/ Frank J. Wood
 	 
	 	 	Frank J. Wood, Member 	 
	 	 	 	 
	 	FOUNDATION COAL CORPORATION

 	 
	 	By:  	/s/ Kurt D. Kost
 	 
	 	 	Kurt D. Kost, President and 	 
	 	 	Chief Operating Officer 	 
	 	 	 
	 	By:  	                                             /s/ James F. Roberts
 	 
	 	 	James F. Roberts, Chairman and 	 
	 	 	Chief Executive Officer 	 
	 



FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


17









 







APPENDIX A




FOUNDATION COAL

DEFERRED COMPENSATION PLAN




LIST OF PARTICIPATING AFFILIATES




	 	 	 	 	 
	 	 	 	 	Date Terminated
	 	 	Date	 	as a Participating
	Participating Affiliates	 	Commenced	 	Affiliate
	Pennsylvania Services Corporation

	 	January 1, 2009	 	 
	Plateau Mining Corporation

	 	January 1, 2009	 	 
	Foundation Coal Corporation

	 	January 1, 2009	 	 
	Dry Systems Technologies, Inc.
(before July 10, 2008 and after July
29, 2004, k/a Foundation Coal
Development Corporation; and before
July 30, 2004, k/a RAG Coal
Development Corporation)

	 	January 1, 2009	 	 
	Foundation Coal West, Inc. (prior to
July 30, 2004, k/a RAG Coal West,
Inc.)

	 	January 1, 2009	 	 
	Cumberland Coal Resources, LP (prior
to July 30, 2004, k/a RAG Cumberland
Resources, LP)

	 	January 1, 2009	 	 
	Emerald Coal Resources, LP (prior to
July 30, 2004 k/a RAG Emerald
Resources, LP)

	 	January 1, 2009	 	 
	Foundation Energy Sales, Inc. (prior
to July 30, 2004, k/a RAG energy
sales, inc.)

	 	January 1, 2009	 	 
	Foundation Wyoming Land Company
(prior to July 30, 2004, k/a RAG
Wyoming Land Company)

	 	January 1, 2009	 	 
	Wabash Mine Holding Company

	 	January 1, 2009	 	 
	Warrick Holding Company

	 	January 1, 2009	 	 
	Pennsylvania Land Holdings Corporation

	 	January 1, 2009	 	 
	Foundation PA Coal Terminal, LLC

	 	January 1, 2009	 	 
	Coal Gas Recovery, LLC

	 	January 1, 2009	 	 
	Freeport Mining, LLC

	 	January 1, 2009	 	 







 


 









 







FOUNDATION COAL

DEFERRED COMPENSATION PLAN




BASE SALARY DEFERRAL AGREEMENT FORM




I,                                                              (the “Participant”) and Foundation Coal
Corporation (the “Company”)
hereby agree as follows:




The Participant hereby irrevocably elects, and the Company agrees, to reduce his or her Base
Salary for calendar year            by           % (1% to 35% in whole percentages only), provided
this properly executed Base Salary Deferral Agreement Form is returned to the Plan
Administrator no later than the December 31st immediately preceding such calendar year. **
Reductions under this paragraph shall be credited to Participant’s Employee Deferral Account
under the Plan.




This deferral election shall irrevocably apply to the Participant’s Base Salary in
subsequent calendar years unless the Participant properly completes a new Base Salary
Deferral Agreement Form prior to the beginning of any such calendar year.





	 	 	 
	**	 	If this is the calendar year during which the Participant is first eligible to
participate in any account balance plan maintained by the Company or any Controlled Group
Member, the deferral election shall apply for each month in such calendar year beginning
after the date this properly executed Deferral Agreement Form is returned to the Plan
Administrator, provided it is returned no later than thirty (30) days following the date the
Participant is first notified of his or her eligibility to participate in the Plan.




This Form shall be subject to the terms and provisions of the Foundation Coal Deferred
Compensation Plan, as it may be amended from time to time (the “Plan”). The Plan is hereby
incorporated by reference. The Participant understands that as to amounts due him or her under the
Plan pursuant to this election, he or she is a general unsecured creditor of the Company and that
the Plan constitutes a mere promise by the Company to make benefit payments in the future.



The Plan shall supersede all prior employment agreements, letters of understanding, contracts
and oral representations made by or entered into between the Company and Participant with respect
to the subject matter covered by the Plan.




WITNESS the execution this            day of                     , 20     .



	 	 	 	 	 
	 	 
Participant



FOUNDATION COAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Its 	 
	 	 	 	 
	 




 


 









 







Foundation Coal Deferred Compensation Plan

Designation of Beneficiary Form




	 	 	 	 	 
	Participant 

Information (Please 

print clearly)

	 	
 
Name


 
E-mail Address
	 	
 
Social Security Number


 
Daytime Phone Number
	 
	 	 	 	 
	Beneficiary 

Designation	 	I, the undersigned, hereby elect that upon my death the following person(s) shall be my primary and secondary
beneficiary(ies) under the plan:
	 
	 	 	 	 
	 	 	Please note that all percentages must be expressed as whole numbers; do not enter fractions or decimals.
	 
	 	 	 	 
	Primary 

Beneficiary(ies)

	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent
	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent

	 
	 	 	 	 
	 	 	If you name more than one primary beneficiary but do not specify a percentage for each, your account will be
divided equally among the primary beneficiaries who survive you. Check here if you have more than two primary
beneficiaries and have used the space on the next page. o
	 
	 	 	 	 
	Secondary 

Beneficiary(ies)	 	In the event the primary beneficiary(ies) is/are not living, I designate the following person(s) as my

beneficiary(ies):
	 

	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent
	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent

	 
	 	 	 	 
	 	 	If you name more than one primary beneficiary but do not specify a percentage for each, your account will be
divided equally among the primary beneficiaries who survive you. Check here if you have more than two primary
beneficiaries and have used the space on the next page. o






 


 









 





	 	 	 	 	 
	Participant’s
Signature	 	Any election I have made on this form revokes all prior designations with respect to this Plan.
	 
	 	 	 	 
	 

	 	 
Date
	 	 
Participant’s Signature
	 
	 	 	 	 
	Additional Primary 

Beneficiary(ies)

	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent
	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent

	 
	 	 	 	 
	Additional 

Secondary 

Beneficiary(ies)

	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent
	 	
 
Last Name
                   First
                   M.I. 


 
Social Security Number 


 
Street Address 


 
City
                 State
                 Zip Code 



 
Birth Date



 
Relationship



 
Percent







FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009






 


2









 







FOUNDATION COAL

DEFERRED COMPENSATION PLAN




INVESTMENT DESIGNATION FORM




Pursuant to Article V of the Foundation Coal Deferred Compensation Plan (the “Plan”), I hereby
request that any amounts credited to my Account be credited with earnings and losses as if invested
in the designated investment strategies and in the percentages which I have indicated below. I
understand that all elections must be in one percent (1%) increments and must total one hundred
percent (100%).



This election shall be subject to the terms of the Plan and all amendments thereto. All of
the terms and conditions of the Plan are incorporated herein.



I request that my Participant Account be deemed to be invested as follows effective as soon as
administratively possible and in accordance with the Plan following this election:



          %T. Rowe Price (“TRP”) Summit Cash Reserves




          %TRP Spectrum Income Fund




          %TRP Retirement 2005 Fund




          %TRP Retirement 2010 Fund




          %TRP Retirement 2015 Fund




          %TRP Retirement 2020 Fund




          %TRP Retirement 2025 Fund




          %TRP Retirement 2030 Fund




          %TRP Retirement 2035 Fund




          %TRP Retirement 2040 Fund




          %TRP Retirement 2045 Fund




          %TRP Retirement 2050 Fund




          %TRP Retirement 2055 Fund




          %TRP Retirement Income Fund




          %TRP Spectrum Growth Fund




          %TRP Blue Chip Growth Fund




          %TRP Capital Appreciation Fund




          %TRP Equity Income Fund




          %TRP Equity Index Fund




          %TRP Health Sciences Fund




          %TRP International Growth & Income Fund




          %TRP International Stock Fund




          % TRP Media & Telecommunications Fund




          %TRP Mid-Cap Growth Fund




          %TRP Mid-Cap Value Fund




          %TRP New Horizons Fund




          % TRP Real Estate Fund




          %TRP Science and Technology Fund




          %TRP Small-Cap Value Fund




This election will remain in effect until you properly change your investment designations in
accordance with the investment designation procedures prescribed by the Plan Administrator.


 


 









 





I AGREE ON BEHALF OF MYSELF AND MY DESIGNATED BENEFICIARY TO ASSUME ALL RISK IN CONNECTION
WITH ANY DECREASE IN THE VALUE OF FUNDS WHICH ARE DEEMED INVESTED OR WHICH CONTINUE TO BE DEEMED
INVESTED PURSUANT TO THIS AND PAST ELECTIONS AND IN ACCORDANCE WITH THE PLAN.




WITNESS my signature this            day of                     , 20     .



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Participant 	 



Receipt acknowledged:




 
Plan Administrator of the Foundation Coal

Deferred Compensation Plan




 
Date




FOUNDATION COAL DEFERRED COMPENSATION PLAN

As Initially Established Effective January 1, 2009




 


2









 







FOUNDATION COAL

DEFERRED COMPENSATION PLAN




PAYMENT ELECTION FORM





I,                                         , a Participant in the Foundation Coal Deferred Compensation
Plan (the “Plan”), do hereby irrevocably elect that my Account Balance under the Plan will be paid
to me in the following form:




           Single sum payment.




           Substantially equal annual installments over a period of five (5) years.



Your Account Balance will become distributable upon your Separation from Service or, if
earlier, a Change in Control of Foundation Coal Corporation. Your Account Balance will be paid (or
begin to be paid) within thirty (30) days following the first business day of the calendar year
immediately following the calendar year in which the applicable distribution event occurs; provided
that if the distribution of your Account Balance is on account of your Separation from Service,
your distribution will not be made any earlier than within thirty (30) days following the first
business day coinciding with or next following the six (6) month anniversary of your Separation
from Service.



Please note that if you do not elect a form of distribution when you are first eligible to
participate in the Plan, you will be deemed to have elected to receive your Account Balance in a
single sum payment.



This election shall be subject to the Plan and any amendments thereto. All of the terms and
conditions of the Plan are incorporated herein.




WITNESS my signature this            day of                     , 20     .



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Participant 	 



Receipt acknowledged:




 
Plan Administrator of the Foundation Coal

Deferred Compensation Plan




 
Date