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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1 to Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to                    .
 Commission File No. 001-11155
 WESTMORELAND COAL COMPANY
 (Exact name of registrant as specified in its charter)
 Delaware
    
    23-1128670(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2 North Cascade Avenue 14th Floor
    
    80903Colorado Springs, CO
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(719) 442-2600
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Stock Exchange on Which RegisteredCommon Stock, par value $2.50 per share
    
    American Stock ExchangeDepositary Shares, each representing 
one-quarter of a share of Series A Convertible 
Exchangeable Preferred StockPreferred Stock Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
 Series A Convertible Exchangeable Preferred Stock, par value $1.00 per share
 o þ
 o þ
 þ o
 þ
  o þ o
 o þ




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EXPLANATORY NOTE




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TABLE OF CONTENTS  PART IIIITEM 10  DIRECTORS, OFFICERS AND CORPORATE GOVERNANCEITEM 11  EXECUTIVE COMPENSATIONITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESEXHIBIT INDEXCertification of Chief Executive Officer Pursuant to Rule 13a-14(a)Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)    Table of Contents  
 PART III
 
 ITEM 10  DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Business Experience During Past Five Years
    
    
    
    
    
    DirectorName
    
    and Other Directorships
    
    
    Age
    
    SinceMichael Armstrong
    
    Private Investor (since 1995);
Stockbroker, Southwest Securities, a
stock brokerage company (from 1983 until
1995).
    
    
    56
    
    
    2000Thomas J. Coffey
    
    Partner, B2BCFO/CIO, LLP, a professional
services organization (since December
2005); Vice President-Finance, Global
Infrastructure Services (from July 1999
until May 2005) and Vice
President-Operations Analysis (from April
1998 until July 1999) of Unisys
Corporation, a technology services
company; Senior Vice President, Chief
Financial Officer and Treasurer of
Intelligent Electronics, Inc., a
technology distribution company (from
1995 until September 1997); and Partner
of KPMG (from 1985 until 1995).
    
    
    54
    
    
    2000Robert E. Killen
    
    Vice Chairman of Westmoreland Coal
Company (since May 2006); Chairman of the
Board and Chief Executive Officer of The
Killen Group, Inc., an investment
advisory firm (since April 1996);
Chairman of the Board of Berwyn Financial
Services, an institutional and retail
brokerage company (since October 1991).
    
    
    66
    
    
    1996Richard M. Klingaman
    
    Consultant, natural resources and energy
(since May 1992); Retired Senior Vice
President, Penn Virginia Corporation, a
natural resources company specializing in
coal, oil, natural gas, timber, lime and
limestone (from 1977-1992); Director of
Westmoreland Resources, Inc. (from
1980-1993).
    
    
    71
    
    
    2006Thomas W. Ostrander
    
    Managing Director, Global Industries
Group, Banc of America Securities LLC, an
investment banking firm (since November
2006); Managing Director, Citigroup
Global Markets Inc., an investment
banking firm (and predecessor firms)
(from 1989 until September 2006).
    
    
    56
    
    
    1995Christopher K.
Seglem
    
    Chairman of the Board of Directors (since
June 1996) and Chief Executive Officer of
the Company (since June 1993); President
of the Company (since June 1992); Chief
Operating Officer of the Company (from
June 1992 until June 1993); and Executive Vice President of the Company (from
December 1990 until June 1992).
    
    
    60
    
    
    1992William M. Stern
    
    Executive Vice President and Director,
Stern Brothers & Company, a broker-dealer
(since 1999); Vice President, Mercantile
Bank Capital Markets Group, a banking
company (1998-1999); Senior Vice
President, Mark Twain Capital Markets
Group, a banking company (1983-1998).
    
    
    61
    
    
    2000Donald A. Tortorice
    
    St. George Tucker Adjunct Professor of
Law at the College of William & Mary
School of Law (since Jan. 1999);
Affiliate Professor of Law and Medicine
at the Medical College of Virginia (from
Sept. 2002 until May 2003); Partner in
the law firm of Duane, Morris & Heckscher
(from 1979 until 1998) and Managing
Partner of the Harrisburg, Pennsylvania
office of that law firm (from 1979 until
1998); Director of Gear CGI, Ltd. (from
1998 until 1999); Director of Eastern
Holding Co. Ltd. (from 1985 until 1999);
Director of Eastern Alliance Insurance
Co., Ltd. (from 1985 until 1999);
Director of Educators Alliance Insurance
Co. (from 1997 until 1999).
    
    
    64
    
    
    2003




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Officers
  Code of Ethics
  Director Candidate Nomination Process




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Audit Committee and Audit Committee Financial Expert
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11  EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Business Context




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Compensation Principles and Objectives




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
    
    Target compensation levels that are at least at the median of our industry, peer
group and the markets in which we compete for executive talent;
    
    Structure executive compensation to reflect the Companys presence in the renewal
stage;
    
    Link pay to performance by making a substantial percentage of total executive
compensation variable, or at risk, by relying on annual and long-term incentive
compensation programs;
    
    Use equity awards, or awards with equity-like features, to align executive
compensation with shareholder interests; and
    
    Provide a total compensation program that emphasizes direct compensation over
indirect compensation such as perquisites and other benefits.
 Establishing the Executive Compensation Program
   The Compensation-Setting Process




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Setting
Compensation Targets
     Peer Comparisons




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Components of the Executive Compensation Program
  
    
    Base salary,
    
    Annual incentive compensation, and
    
    Long-term incentive compensation.
 Base Salary
    Annual Incentive Compensation




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Long-Term Incentive Compensation.
 General.




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Timing of Grants Disclosure and Rationale
 Current Framework
 Stock Appreciation Rights (SARs).




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Performance Units
      Tax Deductibility Policy




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Benefits
   
    
    Supplemental Retirement and Savings.The Internal Revenue Code limits the amount of
compensation that may be taken into account for the purpose of determining the
retirement benefits payable under tax-qualified ERISA retirement plans. The limitation
for 2006 is $220,000. Consequently, so that we could provide retirement income to
certain of our senior executives and other key individuals that is commensurate as a
percentage of pre-retirement income with that paid to other employees, we have
established a nonqualified Supplemental Executive Retirement Plan, or SERP, effective
January 1, 1992. Because of attrition in or retirement of the individuals originally
covered by the SERP, only Mr. Seglem is eligible for benefits among currently active
employees.
    
    Deferred Compensation.The Compensation and Benefits Committee has the authority
under the 2000 PUP to mandate deferral of any 2000 PUP award. Several named executive
officers are currently subject to deferrals under this plan. Deferred compensation is
also discussed under the heading Deferred Compensation below.
 Perquisites
     Employment Contracts




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Post-Termination Compensation
    Executive Compensation
 Summary Compensation




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2006 SUMMARY COMPENSATION
 Change inNon-
    
    PensionEquity
    
    Value andIncentive
    
    NonqualifiedPlan
    
    DeferredStock
    
    Option
    
    Com-
    
    Compensation
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards(1)
    
    pensation
    
    Earnings(2)
    
    Compensation(3)(4)
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Christopher K. Seglem
    
    
    2006
    
    
    
    536,780
    
    
    
    225,296
    
    
    
    
    
    
    
    177,934
    
    
    
    
    
    
    
    353,103
    
    
    
    16,025
    
    
    
    1,309,138Chief Executive Officer
and PresidentDavid J. Blair
    
    
    2006
    
    
    
    256,250
    
    
    
    110,551
    
    
    
    
    
    
    
    19,742
    
    
    
    
    
    
    
    17,115
    
    
    
    7,508
    
    
    
    411,166Chief Financial OfficerRoger D. Wiegley
    
    
    2006
    
    
    
    253,688
    
    
    
    128,947
    
    
    
    
    
    
    
    44,847
    
    
    
    
    
    
    
    23,840
    
    
    
    24,204
    
    
    
    475,526General Counsel and 
SecretaryRobert W. Holzwarth
Senior Vice President,
    
    
    2006
    
    
    
    241,913
    
    
    
    113,667
    
    
    
    
    
    
    
    58,034
    
    
    
    
    
    
    
    26,449
    
    
    
    8,169
    
    
    
    448,232PowerJohn V. OLaughlin Vice President, Coal
    
    
    2006
    
    
    
    198,044
    
    
    
    81,657
    
    
    
    
    
    
    
    29,756
    
    
    
    
    
    
    
    23,263
    
    
    
    8,445
    
    
    
    341,165Operations
 
 (1)
    
    The amounts in this column reflect the amount expensed by us in 2006 for financial
reporting purposes pursuant to SFAS No. 123R. The assumptions used in calculating these
amounts are discussed in note 12 to our financial statements for the year ended December 31,
2006. Unlike the amount reflected in our financial statements, these amounts do not reflect
any estimate of forfeitures related to service-based vesting. Instead, these amounts assume
that each executive will perform the requisite service to vest in his award.(2)
    
    Includes above-market interest on deferred compensation for Messrs. Seglem and
OLaughlin of $36,404 and $1,501, respectively. Also includes change in pension value for
Messrs. Seglem, Blair, Wiegley, Holzwarth and OLaughlin of $316,699, $17,115, $23,840,
$26,449 and $21,762, respectively. The change in pension value for Mr. Seglem includes
$265,224 from the Supplemental Executive Retirement Plan. Pension economic assumptions
utilized for our SFAS 87 financial reporting for fiscal years ended in 2006 and 2005 were
used for calculations at the end of those years respectively. A discount rate of 5.7% was
used for 2005 and 5.95% for 2006.(3)
    
    All Other Compensation includes reimbursements and payments, as applicable, for our
contributions to the 401(k) Plan and life insurance premiums. We contributed $6,600 in
matching contributions to the 401(k) Plan during 2006 on behalf of each of Messrs. Seglem,
Blair, Wiegley, and Holzwarth and $7,714 on behalf of Mr. OLaughlin. In 2006, we paid life
insurance premiums of $9,425; $908; $1,637; $1,569; and $731 for Messrs. Seglem, Blair,
Wiegley, Holzwarth and OLaughlin, respectively. For Mr. Wiegley, All Other Compensation
includes $1,600 in financial planning fees and $14,367 for temporary living and
transportation expenses.(4)
    
    In accordance with SEC rules, other compensation in the form of perquisites and other
personal benefits has been omitted in those instances where the aggregate of such
perquisites and other personal benefits is less than $10,000. Further information regarding
our practices with respect to perquisites may be found in the Perquisites section of the
Compensation Discussion and Analysis above.




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Grants of Plan Based Awards
  2006 GRANTS OF PLAN-BASED AWARDS
 All OtherNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All Other
    
    Option
    
    
    
    
    
    Grant DateNon-Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Awards:
    
    Exercise
    
    Fair ValueIncentive
    
    Estimated Future
    
    Estimated Future
    
    Awards:
    
    Number of
    
    or
    
    of StockPlan
    
    Payouts Under Non-
    
    Payouts Under Equity
    
    Number
    
    Securities
    
    Base Price
    
    andUnits
    
    Equity Incentive Plan Awards
    
    Incentive Plan Awards
    
    Of Shares of Stock
    
    Underlying
    
    of Option
    
    OptionsGrant
    
    Approval
    
    Granted(1)
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Or Units
    
    Options
    
    Awards(2)
    
    Awards(3)Name
    
    Date
    
    Date
    
    (#)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($ / Sh)
    
    ($)Christopher K. Seglem
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    6,808
    
    
    
    0
    
    
    
    680,800
    
    
    
    1,361,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,700
    
    
    
    24.41
    
    
    
    768,366David J. Blair
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    1,050
    
    
    
    0
    
    
    
    105,000
    
    
    
    210,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,100
    
    
    
    24.41
    
    
    
    118,098Roger D. Wiegley
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    2,376
    
    
    
    0
    
    
    
    237,600
    
    
    
    475,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,400
    
    
    
    24.41
    
    
    
    268,272Robert W. Holzwarth
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    1,558
    
    
    
    0
    
    
    
    155,800
    
    
    
    311,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,100
    
    
    
    24.41
    
    
    
    176,418John V. OLaughlin
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    1,275
    
    
    
    0
    
    
    
    127,500
    
    
    
    255,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/1/06
    
    
    
    6/23/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,900
    
    
    
    24.41
    
    
    
    144,342
 
 (1)
    
    Performance units granted pursuant to the 2000 PUP for the performance period July 2006-July
2009. Performance units vest in one-third increments but payout is not determined until the
end of the three-year performance period. Payouts may then be deferred by the Compensation
and Benefits Committee as allowed under the 2000 PUP.(2)
    
    The base price is defined by the 2002 Plan as the average of the high and low prices per
share on the date of grant. The corresponding closing price on the date of grant was $23.72.(3)
    
    Represents a grant date fair value of $14.58 per SAR.




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th
    Outstanding Equity Awards at Fiscal Year-End




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2006 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    Stock AwardsEquityIncentivePlanAwards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    Payout ValuePlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    ofNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Number of
    
    UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Unearned
    
    Shares,Underlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Shares, Units
    
    UnitsUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Units of
    
    Units of
    
    or Other
    
    or OtherOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights That(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    Vested
    
    Vested
    
    Vested
    
    VestedChristopher K. Seglem
    
    
    117,200
    (1)
    
    
    
    
    
    
    
    
    
    
    2.81
    
    
    
    6/8/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (2)
    
    
    
    
    
    
    
    
    
    
    3.00
    
    
    
    6/7/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,900
    (3)
    
    
    
    
    
    
    
    
    
    
    12.86
    
    
    
    6/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,100
    (4)
    
    
    
    
    
    
    
    
    
    
    17.80
    
    
    
    12/30/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,100
    (5)
    
    
    
    
    
    
    
    
    
    
    18.08
    
    
    
    6/29/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,352
    (6)
    
    
    
    
    
    
    
    
    
    
    18.09
    
    
    
    5/28/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,348
    (6)
    
    
    
    
    
    
    
    
    
    
    18.19
    
    
    
    5/28/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,300
    (7)
    
    
    
    
    
    
    
    
    
    
    19.37
    
    
    
    6/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,100
    (8)
    
    
    
    
    
    
    
    
    
    
    20.98
    
    
    
    6/30/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,700
    (12)
    
    
    
    
    
    
    24.41
    
    
    
    6/30/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David J. Blair
    
    
    10,000
    (8)
    
    
    
    
    
    
    
    
    
    
    19.78
    
    
    
    4/24/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,900
    (8)
    
    
    
    
    
    
    
    
    
    
    20.98
    
    
    
    6/30/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,100
    (12)
    
    
    
    
    
    
    24.41
    
    
    
    6/30/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roger D. Wiegley
    
    
    10,000
    (8)
    
    
    
    
    
    
    
    
    
    
    18.035
    
    
    
    5/15/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,900
    (8)
    
    
    
    
    
    
    
    
    
    
    20.98
    
    
    
    6/30/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,400
    (12)
    
    
    
    
    
    
    24.41
    
    
    
    6/30/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert W. Holzwarth
    
    
    6,666
    (9)
    
    
    3,334
    (13)
    
    
    
    
    
    
    27.86
    
    
    
    10/31/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,900
    (8)
    
    
    
    
    
    
    
    
    
    
    20.98
    
    
    
    6/30/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,300
    (10)
    
    
    
    
    
    
    
    
    
    
    22.86
    
    
    
    10/31/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,100
    (12)
    
    
    
    
    
    
    24.41
    
    
    
    6/30/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John V. OLaughlin
    
    
    20,000
    (11)
    
    
    
    
    
    
    
    
    
    
    12.04
    
    
    
    3/4/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,700
    (3)
    
    
    
    
    
    
    
    
    
    
    12.86
    
    
    
    6/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,650
    (4)
    
    
    
    
    
    
    
    
    
    
    17.80
    
    
    
    12/30/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,650
    (5)
    
    
    
    
    
    
    
    
    
    
    18.08
    
    
    
    6/29/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    491
    (6)
    
    
    
    
    
    
    
    
    
    
    18.09
    
    
    
    5/28/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,809
    (6)
    
    
    
    
    
    
    
    
    
    
    18.19
    
    
    
    5/28/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,800
    (7)
    
    
    
    
    
    
    
    
    
    
    19.37
    
    
    
    6/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,600
    (8)
    
    
    
    
    
    
    
    
    
    
    20.98
    
    
    
    6/30/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,900
    (12)
    
    
    
    
    
    
    24.41
    
    
    
    6/30/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Vested in two annual increments beginning 6/9/01.(2)
    
    Vested in four annual increments beginning 6/8/00.(3)
    
    Vested in two annual increments beginning 6/24/03.(4)
    
    Vested in three annual increments beginning 12/31/04.(5)
    
    Vested in three annual increments beginning 6/30/04.(6)
    
    Vested in two annual increments beginning 5/29/02.(7)
    
    SARs; one third vested on 7/1/05 and the balance vested 12/30/05.(8)
    
    SARs vested 12/30/05.(9)
    
    Vested in two annual increments beginning 11/1/05.(10)
    
    SARs; one third vested on 11/1/05 and the balance vested 12/30/05.(11)
    
    Vested in two annual increments beginning 3/5/02.(12)
    
    SARs vest in 3 equal annual installments, with the first increment vesting on 7/1/07.(13)
    
    3,334 options vest on 11/1/07.




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##### Table of Contents



Option Exercises and Vested Stock
  2006 OPTION EXERCISES AND STOCK VESTED
 Option Awards
    
    
    Stock AwardsNumber of shares
    
    
    Value Realized on
    
    
    Number of Shares
    
    
    Value Realized onAcquired on Exercise
    
    
    Exercise
    
    
    Acquired on Vesting
    
    
    VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Christopher K. Seglem
    
    
    40,000
    
    
    
    793,200
    
    
    
    
    
    
    
    David J. Blair
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Roger D. Wiegley
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert W. Holzwarth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John V. OLaughlin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Pension Benefits
  2006 PENSION BENEFITS
 Present Valueof AccumulatedBenefit as ofNumber of Years
    
    December 31,
    
    Payments During LastCredited Service
    
    2006(1)
    
    Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)Christopher K. Seglem
    
    Pension Plan
    
    
    26.33
    
    
    
    363,680
    
    
    
    0SERP(2)
    
    
    26.33
    
    
    
    2,255,949
    
    
    
    0David J. Blair
    
    Pension Plan
    
    
    1.67
    
    
    
    27,831
    
    
    
    0Roger D. Wiegley
    
    Pension Plan
    
    
    1.58
    
    
    
    36,622
    
    
    
    0Robert W. Holzwarth
    
    Pension Plan
    
    
    2.17
    
    
    
    54,149
    
    
    
    0John V. OLaughlin
    
    Pension Plan
    
    
    4.75
    
    
    
    88,617
    
    
    
    0
 
 (1)
    
    Pension economic assumptions are consistent with our SFAS 87 financial reporting for
fiscal year 2006. Demographic assumptions are also consistent with our pension financial
reporting, with the exception that per SEC guidance, pre-retirement decrements are not
used. A discount rate of 5.95% was used for 2006.(2)
    
    Supplemental Executive Retirement Plan  see description below.




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##### Table of Contents




    
    The benefit equals 1.2% of average earnings plus 0.5% of average earnings in excess
of covered compensation times years of service. Covered compensation is a 35 year
average of Social Security wage bases at Social Security retirement age.
    
    Normal Retirement age is 65. Early retirement benefits are available at age 55 with
10 years of service. Benefits are reduced actuarially for early commencement before age
65. Participants with 20 or more years of service may retire at age 62, instead of 65,
with no reduction in benefits. Christopher Seglem has 26 years of service and is
eligible to retire with full benefits at age 62. None of the other executives covered
under this plan are eligible to retire.
    
    The executive may choose optional forms of benefit, all reduced to be actuarially
equivalent to the single life annuity benefit. The optional forms available are 50%,
66-2/3% and 100% joint and survivor options, a 10-year certain and life option, and a
single life annuity.
    
    Mr. Seglem is also eligible to benefit under the SERP. This plan has the same plan
provisions discussed above, with the exception of the pay considered for the
calculation of the benefit formula. Bonuses are included in the definition of
compensation. Additionally, the limitations on pay allowed to be considered in
qualified pension plans are disregarded.




---



##### Table of Contents




    
    The benefit value equals a cash balance account increasing with 6% interest annually
and credited annually with pay credits of 3% to 12% of pay based on age plus service,
plus 1.5% to 6.0% of pay in excess of 50% of the Social Security Wage Base, again based
on age plus service.
    
    The account balance is converted to an annuity based on actuarial equivalent
conversion factors based on age.
    
    Early retirement benefits are available at age 50 with 5 years of service. Benefits
are reduced actuarially for early commencement before age 65, based on the conversion
factors discussed above. Mr. OLaughlin is eligible for early retirement.
   Supplemental Executive Retirement Plan.




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##### Table of Contents



Pension Benefits Upon Retirement/Termination, Disability or Death.
 2006 PENSION BENEFITS UPON RETIREMENT/TERMINATION, DISABILITY OR DEATH
 Benefit
    
    
    
    
    Time or Period ofName
    
    Type of Termination
    
    
    Plan
    
    
    Amount
    
    
    Form of Payment
    
    PaymentChristopher K. SeglemRetirement/Termination
    
    Pension Plan
    
    $
    2,579
    
    
    Monthly Annuity
    
    LifeSERP
    
    $
    15,997
    
    
    Monthly Annuity
    
    LifeDisabilityPension Plan
    
    $
    2,964
    
    
    Monthly Annuity
    
    LifeSERP
    
    $
    18,388
    
    
    Monthly Annuity
    
    LifeDeathPension Plan
    
    $
    2,066
    
    
    Monthly Annuity
    
    Life of SpouseSERP
    
    $
    12,814
    
    
    Monthly Annuity
    
    Life of SpouseJohn V. OLaughlinRetirement/Termination
    
    Pension Plan
    
    $
    592
    
    
    Monthly Annuity
    
    LifeDisability
    
    Pension Plan
    
    $
    592
    
    
    Monthly Annuity
    
    LifeDeath
    
    Pension Plan
    
    $
    283
    
    
    Monthly Annuity
    
    Life of Spouse




---



##### Table of Contents



Retiree Medical Benefits
  Deferred Compensation
  2006 NONQUALIFIED DEFERRED COMPENSATION
 RegistrantExecutive
    
    Contributions in
    
    Aggregate Earnings
    
    Aggregate
    
    Aggregate BalanceContributions
    
    Last
    
    in Last Fiscal
    
    Withdrawals/
    
    at Last Fiscalin Last Fiscal Year
    
    Fiscal Year(1)
    
    Year(2)
    
    Distributions
    
    Year-EndName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Christopher K. Seglem(3)
    
    
    0
    
    
    
    346,620
    
    
    
    95,959
    
    
    
    735,796
    (4)
    
    
    852,175
    (5)David J. Blair
    
    
    0
    
    
    
    68,581
    
    
    
    0
    
    
    
    0
    
    
    
    0Roger D. Wiegley
    
    
    0
    
    
    
    137,051
    
    
    
    0
    
    
    
    0
    
    
    
    0Robert W. Holzwarth
    
    
    0
    
    
    
    100,963
    
    
    
    0
    
    
    
    0
    
    
    
    0John V. OLaughlin(6)
    
    
    0
    
    
    
    92,531
    
    
    
    4,025
    
    
    
    16,902
    (7)
    
    
    34,787
    (8)
 
 (1)
    
    Amounts reported in this column represent annual bonus amounts for 2005 performance that
would generally have been paid in 2006, but were deferred by the Compensation and Benefits
Committee and paid in first quarter 2007. These amounts were reported as bonus in the
Summary Compensation Table for 2005, except for Mr. Blair who was not included among the top
five most highly compensated officers in 2005.(2)
    
    Aggregate Earnings represents interest earned on all deferred compensation during 2006. The
portion included in this total that is considered at an above-market rate is also reported
in the Summary Compensation table.(3)
    
    We deferred payments related to the 2000 award of performance units which vested in 2003 and
payments related to the 2001 award of performance units which vested in 2004, the value of
which was reported in the Summary Compensation Table for 2003 and 2004, respectively.(4)
    
    Includes interest of $130,389.(5)
    
    Includes $146,207 in accrued interest.(6)
    
    We deferred payments related to the 2001 award of performance units which vested in 2004.(7)
    
    Includes interest of $2,465.(8)
    
    Includes $5,912 in accrued interest. Deferred Compensation Plan.
 Performance Unit Plan Deferral Provision.




---



##### Table of Contents



Severance Benefits
  Executive Policy
  
    
    Unacceptable job performance other than that resulting from gross or willful
misconduct, which is defined as an act or acts constituting larceny, fraud, gross
negligence, crime or crimes, moral turpitude in the course of employment, or willful
and material misrepresentation to our directors or officers,
    
    A significant reduction or increase, without adequate compensation, in the nature or
scope of the executives authority or duties,
    
    A reduction in base compensation, the aggregate value of employee benefits or
cessation of eligibility for incentive bonus payments, or
    
    A change in control of our company.




---



##### Table of Contents








---



##### Table of Contents



Employee Policy
  
    
    Involuntary termination not for cause, where cause is defined as unsatisfactory job
performance, or gross or willful misconduct that is injurious to us,
    
    A reduction in work force, or
    
    A liquidation of our company.




---



##### Table of Contents



Director Compensation
  Changein PensionValue andNonqualifiedNon-Equity
    
    DeferredFees Earned or
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    All OtherPaid in Cash
    
    Stock Awards
    
    Option Awards(1)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Michael Armstrong
    
    
    46,000
    
    
    
    
    
    
    
    3,444
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,444Thomas J. Coffey
    
    
    52,875
    
    
    
    
    
    
    
    3,444
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,319Robert E. Killen
    
    
    53,175
    
    
    
    
    
    
    
    3,444
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,619Richard M. Klingaman
    
    
    39,000
    
    
    
    
    
    
    
    14,793
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,793Thomas W. Ostrander
    
    
    44,000
    
    
    
    
    
    
    
    3,444
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,444James W. Sight
    
    
    29,500
    
    
    
    
    
    
    
    3,444
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,944William M. Stern
    
    
    44,000
    
    
    
    
    
    
    
    3,444
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,444Donald A. Tortorice
    
    
    48,800
    
    
    
    
    
    
    
    4,882
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,682
 
 (1)
    
    The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes of the stock appreciation rights granted to the directors in 2006. The
grant date fair value of these awards, computed in accordance with FAS 123R, was, for Mr. Klingaman, $14.13, and for each of Messrs. Armstrong, Coffey, Killen,
Ostrander, Sight, Stern, and Tortorice, $14.94.




---



##### Table of Contents



(2)
    
    Mr. Armstrong had no stock options and 1,762 SARS outstanding at December 31, 2006.(3)
    
    Mr. Coffey had 15,000 stock options and 1,762 SARs outstanding at December 31, 2006.(4)
    
    Mr. Killen had 7,500 stock options and 1,762 SARs outstanding at December 31, 2006.(5)
    
    Mr. Klingaman had no stock options and 3,733 SARs outstanding at December 31, 2006.(6)
    
    Mr. Ostrander had 66,000 stock options and 1,762 SARs outstanding at December 31, 2006.(7)
    
    Mr. Sight had no stock options and 1,762 SARS outstanding at December 31, 2006.(8)
    
    Mr. Stern had 10,000 stock options and 1,762 SARs outstanding at December 31, 2006.(9)
    
    Mr. Tortorice had 7,500 stock options and 1,762 SARs outstanding at December 31, 2006.  Annual Retainer and Meeting Fees
  Long-Term Compensation




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Compensation and Benefits Committee Report
  Donald A. Tortorice, ChairmanMichael ArmstrongRichard M. Klingaman
 
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Beneficial Ownership of Securities
  Number of Shares and Nature of Beneficial Ownership (1)
 Percentage ofName and Address
    
    Common
    
    
    Common
    
    
    Depositary
    
    
    Percentage ofof Beneficial Owner
    
    Stock
    
    
    Stock
    
    
    Shares
    
    
    Depositary SharesAlan A. Blase
    
    
    
    
    
    
    
    
    
    
    70,659
    (2)
    
    
    11.0
    %1073 SW 119th Ave., #5
Davie, FL 33325Jeffrey L. Gendell
    
    
    1,543,600
    (3)
    
    
    17.1
    %
    
    
    4,300
    (4)
    
    
    
    *55 Railroad Avenue, 3rd Fl
Greenwich, CT 06830Stephen D. Rosenbaum
    
    
    28,924
    
    
    
    
    *
    
    
    60,000
    (5)
    
    
    9.4
    %817 N. Calvert Street
Baltimore, MD 21202Wellington Management
    
    
    549,900
    (6)
    
    
    6.1
    %
    
    
    
    
    
    
    Company, LLP
75 State Street
Boston, MA 02109
 
 (1)
    
    Information in this table is as of March 1, 2007, unless otherwise indicated, and is based
solely on information contained in Schedules 13D, Schedules 13G and Section 16 Forms filed by
the beneficial owners with the Securities and Exchange Commission, or the SEC, or information
furnished to us. Except as indicated below, the respective beneficial owners have reported
that they have sole voting power and sole dispositive power with respect to the securities
set forth opposite their names. For ease of analysis, the common stock information in the
table and the related footnotes does not include the number of shares of common stock into
which the depositary shares may be converted. A holder of depositary shares may convert such
depositary shares into shares of common stock at any time at a conversion ratio of 1.708
shares of common stock for each depositary share. Consequently, a holder of depositary
shares is deemed to beneficially own all of the shares of common stock into which such
holders depositary shares may be converted. However, for so long as we are in arrears




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##### Table of Contents



on six or more preferred stock dividends, holders of depositary shares are not entitled to vote
for the election of directors to be elected by holders of the common stock unless such
depositary shares are actually converted prior to the record date for the annual meeting.
Percentages of less than 1% are indicated by an asterisk.(2)
    
    According to a Schedule 13G filed on February 14, 2007, Mr. Alan Blase beneficially owns
70,659 depositary shares of which he has shared dispositive power over shares owned by
several investors. No single investor has more than 5% ownership and only has shared
dispositive power with Mr. Blase with respect to its/his/her own shares The depositary
shares are convertible into 120,685 shares of common stock, which would represent 1.3% of the
total shares of common stock outstanding. See Note (1).(3)
    
    According to a Form 4 filed October 3, 2005 with the SEC, Mr. Gendell has direct ownership
of 549,000 shares of common stock and the remaining 994,600 shares of common stock are held
by limited partnerships and limited liability companies of which Mr. Gendell is either a
managing member or general partner. See Note (1).(4)
    
    According to information supplied to us on March 13, 2007, Mr. Gendell personally owns 4,300
depositary shares. These depositary shares are convertible into 7,343 shares of common
stock, which shares of common stock together with the 1,543,600 shares of common stock
reported in the table would represent 17.2% of the total shares of common stock outstanding.
See Notes (1) and (3).(5)
    
    The depositary shares are convertible into 102,480 shares of common stock, which together
with the 28,924 shares of common stock reported in the table, would represent 1.5% of the
total shares of common stock outstanding. See Note (1).(6)
    
    According to a Schedule 13G filed on February 14, 2007, Wellington Management Company, LLP,
or Wellington, in its capacity as investment adviser, may be deemed to beneficially own
549,900 shares of common stock. Wellington has shared voting power over 265,300 shares and
shared dispositive power over all 549,900 shares.  Number of Shares and Nature of Beneficial Ownership (1)
 Percentage ofName of Directors, Named Executive
    
    Common
    
    
    Percentage of
    
    
    Depositary
    
    
    DepositaryOfficers and Persons as a Group
    
    Stock
    
    
    Common Stock
    
    
    Shares
    
    
    SharesMichael Armstrong
    
    
    53,984
    (2)
    
    
    
    *
    
    
    11,334
    (3)
    
    
    1.8
    %David J. Blair
    
    
    562
    (4)
    
    
    
    *
    
    
    
    
    
    
    Thomas J. Coffey
    
    
    41,853
    (5)
    
    
    
    *
    
    
    
    
    
    
    Robert W. Holzwarth
    
    
    7,235
    (6)
    
    
    
    *
    
    
    
    
    
    
    Richard M. Klingaman
    
    
    500
    
    
    
    
    *
    
    
    
    
    
    
    Robert E. Killen
    
    
    239,814
    (7)
    
    
    2.7
    %
    
    
    750
    (8)
    
    
    
    *John V. OLaughlin
    
    
    38,003
    (9)
    
    
    
    *
    
    
    
    
    
    
    Thomas W. Ostrander
    
    
    104,368
    (10)
    
    
    1.2
    %
    
    
    
    
    
    
    Christopher K. Seglem
    
    
    420,502
    (11)
    
    
    4.5
    %
    
    
    1,187
    (12)
    
    
    
    *William M. Stern
    
    
    47,103
    (13)
    
    
    
    *
    
    
    7,850
    (14)
    
    
    1.2
    %Donald A. Tortorice
    
    
    23,853
    (15)
    
    
    
    *
    
    
    
    
    
    
    Roger D. Wiegley
    
    
    298
    (16)
    
    
    
    *
    
    
    
    
    
    
    Directors and ExecutiveOfficers as a Group
(23 persons)
    
    
    1,139,031
    (17)
    
    
    12.0
    %
    
    
    21,500
    (18)
    
    
    3.4
    %
 
 (1)
    
    This information is based on information known to us or furnished to us by directors and
executive officers. Except as indicated below, we are informed that the respective
beneficial owners have sole voting power and sole dispositive power with respect to all of
the shares set forth opposite their names. Percentages of less than 1% are indicated by an
asterisk. For ease of analysis, the common stock information in the table and the related
footnotes does not include the number of shares of common stock into which the depositary
shares may be converted. A holder of depositary shares may convert such depositary share
into shares of common stock at any time at a conversion ratio of 1.708 shares of common
stock for each depositary share. Consequently, a holder of depositary shares is deemed to
beneficially own all of the shares of common stock into which such holders depositary
shares may be converted. However, for so long as we are in arrears on six or more preferred
stock dividends, holders of depositary shares are not entitled to vote for the election of
directors to be elected by holders of common stock unless such depositary shares are
actually converted prior




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##### Table of Contents



to the record date for the Annual Meeting. Also, shares which may be purchased under option
plans are reflected in the table but are not entitled to vote unless exercised prior to the
record date for the Annual Meeting. The Westmoreland Coal Company and Subsidiaries
Employees Savings Plan, or the 401(k) Plan, provides investment alternatives which include a
common stock fund and a depositary share fund. All amounts included herein held through the
401(k) Plan are as of March 1, 2007.(2)
    
    See Notes (1) and (3).(3)
    
    Includes 4,000 depositary shares held by two trusts of which Mr. Armstrong is trustee,
3,500 shares held by a trust for which Mr. Armstrong exercises voting and dispositive power
on behalf of the trustee, and 3,834 shares held by Mr. Armstrong as a personal investment.
The depositary shares are convertible into 19,358 shares of common stock, which together
with the 53,984 shares of common stock reported in the table, would represent 0.8% of the
total shares of common stock outstanding. See Notes (1) and (2).(4)
    
    Includes 562 shares of common stock held by Prudential Retirement, as trustee of the
401(k) Plan.(5)
    
    Includes 15,000 shares of common stock which may be purchased upon exercise of options
under our 2000 Directors Plan.(6)
    
    Includes 569 shares of common stock held by Prudential Retirement, as trustee of the
401(k) Plan, and 6,666 shares of common stock which may be purchased upon exercise of
options under our 2002 Plan.(7)
    
    Includes 88,990 shares of common stock owned by Mr. Killen as a personal investment,
59,184 shares of common stock held jointly by Mr. Killen and his spouse, 61,500 shares of
common stock held by a limited partnership of which Mr. Killen and his spouse are general
partners and 22,640 shares of common stock held by a limited partnership of which Mr. Killen
is the general partner. Mr. Killen has voting and dispositive power over all 22,640 shares.
Also includes 7,500 shares of common stock which may be purchased upon exercise of options
under the 2000 Directors Plan. See Notes (1) and (8).(8)
    
    Includes 750 depositary shares jointly held by Mr. Killen and his spouse. These
depositary shares are convertible into 1,281 shares of common stock, which shares of common
stock, together with the 239,814 shares of common stock reported in the table, would
represent 2.7% of the total shares of common stock outstanding. See Notes (1) and (7).(9)
    
    Includes 2,103 shares of common stock held by Prudential Retirement, as trustee of the
401(k) Plan. Also includes 34,300 shares of common stock which may be purchased upon
exercise of options under the 1995 Plan, the 2000 Plan, and the 2002 Plan.(10)
    
    Includes 66,000 shares of common stock which may be purchased upon exercise of options
under the 1991 Plan, the 1996 Plan and the 2000 Directors Plan.(11)
    
    Includes 4,623 shares of common stock held by Prudential Retirement, as trustee of the
401(k) Plan, and 239,000 shares of common stock which may be purchased upon exercise of
options under the 1995 Plan, the 1996 Directors Plan, the 2000 Plan, and the 2002 Plan.(12)
    
    Includes 87 depositary shares held by Prudential Retirement, as trustee of the 401(k)
Plan. The depositary shares are convertible into 2,027 shares of common stock, which
together with the 420,502 shares of common stock reported in the table, would represent 4.5%
of the total shares of common stock outstanding. See Notes (1) and (11).(13)
    
    Includes 10,000 shares of common stock which may be purchased upon exercise of options
under the 2000 Directors Plan.(14)
    
    Includes 2,800 depositary shares held in trust for which Mr. Stern is a trustee and
beneficiary, 3,000 shares held by a trust for which Mr. Stern is sole trustee, and 2,050
shares held in trust for which Mr. Stern is sole trustee and beneficiary. The depositary
shares are convertible into 13,407 shares of common stock, which together with the 47,103
shares of common stock reported in the table, would represent 0.7% of the total shares of
common stock outstanding. See Notes (1) and (13).(15)
    
    Includes 12,500 shares of common stock which may be purchased upon exercise of options
under the 2000 Directors Plan.(16)
    
    Includes 298 shares of common stock held by Prudential Retirement, as trustee of the
401(k) Plan. See Note (1).(17)
    
    See Notes (2), (4)  (7), (9)  (11), (13) and (15)  (16).(18)
    
    See Notes (3), (8), (12) and (14).  Equity Compensation Plan Information




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2006 EQUITY PLAN COMPENSATION
 Number of securities remainingavailable for future issuanceNumber of securities to be
    
    
    
    
    
    
    under equity compensationissued upon exercise of
    
    
    Weighted average exercise price
    
    
    plans (excluding securitiesoutstanding options,
    
    
    of outstanding options,
    
    
    reflectedPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    396,060
    (1)(2)
    
    
    $            11.86
    (1)
    
    
    210,472
    (1)(2)Equity compensation
plans not approved
by
security holders
    
    
    148,500
    
    
    
    $            11.00
    
    
    
    19,176Total
    
    
    544,560
    (1)(2)
    
    
    $            11.62
    (1)
    
    
    229,648
    (1)(2)
 
 (1)
    
    Includes 2,944 shares of Common Stock issuable on settlement of in-the-money SARs
outstanding at December 31, 2006, which is the number of shares of Common Stock that the
Company would have been required to issue, if it had been required to settle all outstanding
SARs on December 31, 2006, and if it had elected to settle all outstanding SARs in shares of
Common Stock. At December 31, 2006, 544,680 SARs were outstanding in the employee plans;
those SARs had base prices between $18.035 and $29.48. The SARs were originally granted on
a three-year vesting schedule. On December 30, 2005 the Company accelerated the vesting of
all unvested SARs as described in Compensation Discussion and Analysis above. The base
prices of the SARs are not reflected in column (b) of this table but are described in this
note.(2)
    
    The maximum number of shares of common stock the Company could be required to issue to
settle the SARs outstanding in the employee plans at December 31, 2006 is 544,680 if one
share of stock is required for each SAR outstanding. Similarly, the maximum number of shares
of common stock the Company could be required to issue to settle the SARs outstanding in the
director plans at December 31, 2006 is 16,067 if one share of stock is required for each SAR
outstanding. (No director SARs were in-the-money at December 31, 2006.) If the Company were
required to issue this total number of shares in settlement of its SARs, the number of
securities to be issued upon the exercise of outstanding options, warrants and rights
(column(a)) would be 1,102,363, which exceeds the number of securities available for future
issuance under the Companys existing equity compensation plans.




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ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
 Policies and Procedures for Related Person Transactions
    
    
    the related persons interest in the related person transaction;
    
    the approximate dollar value of the amount involved in the related person transaction;
    
    the approximate dollar value of the amount of the related persons interest in the
transaction without regard to the amount of any profit or loss;
    
    whether the transaction was undertaken in the ordinary course of our business;
    
    whether the terms of the transaction are no less favorable to us than terms that
could have been reached with an unrelated third party;
    
    the purpose of, and the potential benefits to us of, the transaction; and
    
    any other information regarding the related person transaction or the related person
in the context of the proposed transaction that would be material to investors in light
of the circumstances of the particular transaction.




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
    
    interests arising solely from the related persons position as an executive officer
of another entity (whether or not the person is also a director of such entity), that
is a participant in the transaction, where (a) the related person and all other related
persons own in the aggregate less than a 10% equity interest in such entity, (b) the
related person and his or her immediate family members are not involved in the
negotiation of the terms of the transaction and do not receive any special benefits as
a result of the transaction, (c) the amount involved in the transaction equals less
than the greater of $200,000 or 5% of the annual consolidated gross revenues of the
other entity that is a party to the transaction, and (d) the amount involved in the
transaction equals less than 2% of our annual consolidated gross revenues; and
    
    compensation to an executive officer if the compensation has been approved, or
recommended to the Board of Directors for approval, by the Compensation and Benefits
Committee of the Board or a group of independent directors performing a similar
function; or
    
    an arrangement that is specifically contemplated by provisions of our certificate
of incorporation or bylaws, such as the exculpation, indemnification, and directors
and officers insurance arrangements contemplated by the certificate of incorporation
and bylaws.
  Related Person Transactions
  Director Independence




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ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Auditors Fees
  Fee Category
    
    2005
    
    
    2006Audit Fees(1)
    
    $
    1,040,000
    
    
    $
    1,892,000Audit Related Fees(2)
    
    $
    19,250
    
    
    $
    20,750Tax Fees(3)
    
    $
    19,435
    
    
    $
    24,115All Other Fees
    
    $
    
    
    
    $
    Total Fees
    
    $
    1,078,685
    
    
    $
    1,936,865
 
 (1)
    
    Audit fees consist of fees for the audit of our financial statements, including fees
related to the audit of our restated financial statements and that related to acquisition
activity, the audit of our internal controls over financial reporting, the review of the
interim financial statements included in our quarterly reports on Form 10-Q, and other
professional services provided in connection with statutory and regulatory filings.(2)
    
    Audit-related fees consist of fees for assurance and related services that are
reasonably related to the performance of the audit and the review of our financial
statements and which are not reported under Audit Fees. These services relate to
employee benefit audits.(3)
    
    Tax fees consist of fees for tax compliance and tax advice services. Tax compliance
services, which relate to preparation of original and amended tax returns, claims for
refunds and tax payment-planning services, accounted for none of the total tax fees paid
for 2005 and 2006. Tax advice services relate to assistance with tax audits and appeals
and employee benefit plans. Pre-Approval Policy and Procedures




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SIGNATURES
  WESTMORELAND COAL COMPANYBy:
    /s/ David J. BlairDavid J. BlairChief Financial Officer

(A Duly Authorized Officer)




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of Westmoreland Coal Company is incorporated herein
by reference to Exhibit 3.1 to Westmorelands Registration Statement on Form S-1
(Registration No. 333-117709) filed July 28, 2004.3.2
    
    Certificate of Correction to the Restated Certificate of Incorporation of Westmoreland
Coal Company is incorporated herein by reference to Exhibit 3.1 to Westmorelands Current
Report on Form 8-K filed October 21, 2004 (SEC File No. 001-11155).3.3
    
    Bylaws, as amended and restated on May 18, 2006, are incorporated herein by reference to
Exhibit 3.1 to Westmorelands Current Report on Form 8-K filed May 19, 2006 (SEC File No.
001-11155).4.1
    
    Certificate of Designation of Series A Convertible Exchangeable Preferred Stock of the
Company, defining the rights of holders of such stock, filed July 8, 1992 as an amendment to
the Companys Certificate of Incorporation, is incorporated herein by reference to Exhibit
3(a) to Westmorelands Annual Report on Form 10-K for the year ended December 31, 1992 (SEC
File No. 001-11155).4.2
    
    Indenture between Westmoreland and Fidelity Bank, National Association, as Trustee,
relating to the Exchange Debentures, is incorporated herein by reference to Exhibit 4.2 to
Westmorelands Registration Statement on Form S-1 (Registration No. 333-117709) filed July
28, 2004.4.3
    
    Form of Exchange Debenture is incorporated herein by reference to Exhibit 4.3 to
Westmorelands Registration Statement on Form S-1 (Registration No. 333-117709) filed July
28, 2004.4.4
    
    Deposit Agreement among Westmoreland, First Chicago Trust Company of New York, as
Depository, and the holders from time to time of the Depository Receipts is incorporated
herein by reference to Exhibit 4.4 to Westmorelands Registration Statement on Form S-1
(Registration No. 333-117709) filed July 28, 2004.4.5
    
    Specimen certificate representing the Common Stock is incorporated by reference to
Exhibit 4(c) to Westmorelands Registration Statement on Form S-2 (Registration No. 33-1950)
filed December 4, 1985.4.6
    
    Specimen certificate representing the Preferred Stock is incorporated by reference to
Exhibit 4.6 to Westmorelands registration statement on Form S-2 (Registration No. 33-47872)
filed May 13, 1992, and Amendments 1 through 4 thereto.4.7
    
    Form of Depository Receipt is incorporated by reference to Exhibit 4.5 to Westmorelands
Registration Statement on Form S-1 (Registration No. 333-117709) filed July 28, 2004.4.8
    
    Amended and Restated Rights Agreement, dated as of February 7, 2003, between Westmoreland
Coal Company and EquiServe Trust Company, N.A. is incorporated by reference to Exhibit 4.1
to Westmorelands Current Report on Form 8-K filed February 7, 2003 (SEC File No.
001-11155).




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ExhibitNumber
    
    Description4.9
    
    In accordance with paragraph (b)(4)(iii) of Item 601 of Regulation S-K, Westmoreland
hereby agrees to furnish to the Commission, upon request, copies of all other long-term debt
instruments.10.1*
    
    In 1990, the Board of Directors of Westmoreland established an Executive Severance Policy
for certain executive officers, which provides a severance award in the event of termination
of employment. The Executive Severance Policy is incorporated by reference to Exhibit 10.2
to Westmorelands Registration Statement on Form S-1 (Registration No. 333-117709) filed July
28, 2004.10.2*
    
    Westmoreland Coal Company 1991 Non-Qualified Stock Option Plan for Non-Employee Directors
is incorporated herein by reference to Exhibit 10(i) to Westmorelands Annual Report on Form
10-K for the year ended December 31, 1990 (SEC File No. 0-752).10.3*
    
    Supplemental Executive Retirement Plan, effective January 1, 1992, for certain executive
officers and other key individuals, to supplement Westmorelands Retirement Plan is
incorporated herein by reference to Exhibit 10(d) to Westmorelands Annual Report on Form
10-K for the year ended December 31, 2000 (SEC File No. 001-11155).10.4
    
    Amended Coal Lease Agreement between Westmoreland Resources, Inc. and Crow Tribe of
Indians, dated November 26, 1974, as further amended in 1982, is incorporated herein by
reference to Exhibit 10(a) to Westmorelands Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992 (SEC File No. 0-752).10.5*
    
    Westmoreland Coal Company 1995 Long-Term Incentive Stock Plan is incorporated herein by
reference to Appendix 3 to Westmorelands Definitive Schedule 14A filed April 28, 1995 (SEC
File No. 0-752).10.6
    
    Master Agreement dated as of January 4, 1999 between Westmoreland Coal Company,
Westmoreland Resources, Inc., Westmoreland Energy, Inc., Westmoreland Terminal Company, and
Westmoreland Coal Sales Company, the UMWA 1992 Benefit Plan and its Trustees, the UMWA
Combined Benefit Fund and its Trustees, the UMWA 1974 Pension Trust and its Trustees, the
United Mine Workers of America, and the Official Committee of Equity Security Holders in the
chapter 11 case of Westmoreland Coal and its official members is incorporated herein by
reference to Exhibit No. 99.2 to Westmorelands Current Report on Form 8-K filed February 4,
1999 (SEC File No. 001-11155).10.7*
    
    Westmoreland Coal Company 1996 Directors Stock Incentive Plan is incorporated herein by
reference to Exhibit 10(i) to Westmorelands Annual Report on Form 10-K for the year ended
December 31, 2000 (SEC File No. 001-11155).10.8*
    
    Westmoreland Coal Company 2000 Nonemployee Directors Stock Incentive Plan is incorporated
herein by reference to Exhibit 10(j) to Westmorelands Annual Report on Form 10-K for the
year ended December 31, 2000 (SEC File No. 001-11155).10.9*
    
    Westmoreland Coal Company 2000 Long-Term Incentive Stock Plan is incorporated herein by
reference to Annex A to Westmorelands Definitive Schedule 14A filed April 20, 2000 (SEC File
No. 001-11155).




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ExhibitNumber
    
    Description10.10*
    
    Westmoreland Coal Company 2001 Directors Compensation Policy is incorporated herein by
reference to Exhibit 10.11 to Westmorelands Registration Statement on Form S-1 (Registration
No. 333-117709) filed July 28, 2004.10.11
    
    Amended and Restated Coal Supply Agreement dated August 24, 1998 by and among The Montana
Power Company, Puget Sound Energy, Inc., The Washington Water Power Company, Portland General
Electric Company, PacifiCorp and Western Energy Company is incorporated herein by reference
to Exhibit 10.1 to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 (SEC File No. 001-11155).10.12
    
    Coal Transportation Agreement dated July 10, 1981 by and among the Montana Power Company,
Puget Sound Power & Light Company, Puget Colstrip Construction Company, The Washington Water
Power Company, Portland General Electric Company, Pacific Power & Light Company, Basin
Electric Power Cooperative, and Western Energy Company is incorporated herein by reference to
Exhibit 10.2 to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 (SEC File No. 001-11155).10.13
    
    Amendment No. 1 to the Coal Transportation Agreement dated September 14, 1987 by and among
The Montana Power Company, Puget Sound Power & Light Company, Puget Colstrip Construction
Company, The Washington Water Power Company, Portland General Electric Company, Pacific Power
& Light Company and Western Energy Company is incorporated herein by reference to Exhibit
10.3 to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (SEC
File #001-11155).10.14
    
    Amendment No. 2 to the Coal Transportation Agreement dated August 24, 1998 by and among
The Montana Power Company, Puget Sound Power & Light Company, Puget Colstrip Construction
Company, The Washington Water Power Company, Portland General Electric Company, Pacific Power
& Light Company, Basin Electric Power Cooperative, and Western Energy Company is incorporated
herein by reference to Exhibit 10.4 to Westmorelands Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 (SEC File No. 001-11155).10.15
    
    Lignite Supply Agreement dated August 29, 1979 between Northwestern Resources Co. and
Utility Fuels Inc. is incorporated herein by reference to Exhibit 10.5 to Westmorelands
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (SEC File No. 001-11155).10.16
    
    Settlement Agreement and Amendment of Existing Contracts dated August 2, 1999 between
Northwestern Resources Co. and Reliant Energy, Incorporated is incorporated herein by
reference to Exhibit 10.6 to Westmorelands Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001 (SEC File No. 001-11155).10.17
    
    Term Loan Agreement dated as of April 27, 2001 by and among Westmoreland Mining LLC,
WCCO-KRC Acquisition Corp., Dakota Westmoreland Corporation, Western Energy Company,
Northwestern Resources Co., the other entities from time to time party thereto as guarantors,
and the purchasers named in Schedule A thereto is incorporated herein by reference to Exhibit
99.2 to Westmorelands Current Report on Form 8-K filed May 15, 2001 (SEC File No.
001-11155).




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ExhibitNumber
    
    Description10.18
    
    Credit Agreement dated as of April 27, 2001 by and among Westmoreland Mining LLC, WCCO-KRC
Acquisition Corp., Dakota Westmoreland Corporation, Western Energy Company, Northwestern
Resources Co., the other entities from time to time party thereto as guarantors, the banks
party thereto, and PNC Bank, National Association, in its capacity as agent for the banks, is
incorporated herein by reference to Exhibit 99.3 to Westmorelands Current Report on Form 8-K
filed May 15, 2001 (SEC File No. 001-11155).10.19
    
    First Amendment to Credit Agreement dated as of August 15, 2001 among Westmoreland Mining
LLC, the Loan Parties under the Credit Agreement, the Banks under the Credit Agreement, and
PNC Bank, National Association, as Agent, is incorporated herein by reference to Exhibit 10.7
to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (SEC File
No. 001-11155).10.20
    
    First Amendment to Note Purchase Agreement dated as of August 15, 2001 among Westmoreland
Mining LLC, the other Obligors under the Agreement, the Purchasers under the Agreement, and
PNC Capital Markets, Inc., as lead arranger, is incorporated herein by reference to Exhibit
10.8 to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (SEC
File No. 001-11155).10.21
    
    Amendment No. 2 to Credit Agreement dated February 27, 2002 among Westmoreland Mining LLC,
the Loan Parties under the Credit Agreement, the Banks under the Credit Agreement, and PNC
Bank, National Association, as Agent, is incorporated herein by reference to Exhibit 10(w) to
Westmorelands Annual Report on Form 10-K for the year ended December 31, 2001 (SEC File No.
001-11155).10.22
    
    Second Amendment to Term Loan Agreement dated February 27, 2002 among Westmoreland Mining
LLC, the other Obligors under the Agreement, the Purchasers under the Agreement, and PNC
Capital Markets, Inc., as lead arranger, is incorporated herein by reference to Exhibit 10(x)
to Westmorelands Annual Report on Form 10-K for the year ended December 31, 2001 (SEC File
No. 001-11155).10.23
    
    Third Amendment to Term Loan Agreement dated March 8, 2004 among Westmoreland Mining LLC,
the other Obligors under the Agreement, the Purchasers under the Agreement, and PNC Capital
Markets, Inc., as lead arranger, is incorporated herein by reference to Exhibit 10.1 to
Westmorelands Current Report on Form 8-K filed March 10, 2004 (SEC File No. 001-11155).10.24
    
    Third Amendment to Credit Agreement dated March 8, 2004 among Westmoreland Mining LLC, the
Loan Parties under the Credit Agreement, the Banks under the Credit Agreement, and PNC Bank,
National Association, as Agent, is incorporated herein by reference to Exhibit 10.2 to
Westmorelands Current Report on Form 8-K filed March 10, 2004 (SEC File No. 001-11155).10.25
    
    Fourth Amendment to Credit Agreement dated December 21, 2005 among Westmoreland Mining
LLC, the Loan Parties under the Credit agreement, the Banks under the Credit Agreement, and
PNC Bank, National Association, as Agent, is incorporated herein by reference to Exhibit 10.1
to Westmorelands Current Report on Form 8-K filed December 22, 2005 (SEC File No.
001-11155).10.26
    
    Loan Agreement dated as of December 14, 2001 between Westmoreland Coal Company, a Delaware
corporation, and First Interstate Bank, a Montana corporation, is incorporated




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ExhibitNumber
    
    Descriptionherein by reference to Exhibit 10.1 to Westmorelands Current Report on Form 8-K
filed December 19, 2001 (SEC File No. 001-11155).10.27
    
    First Amendment dated as of December 24, 2002 to Loan Agreement dated December 14, 2001
between Westmoreland Coal Company, a Delaware corporation, and First Interstate Bank, a
Montana corporation, is incorporated herein by reference to Exhibit 10.1 to Westmorelands
Current Report on Form 8-K filed January 28, 2003 (SEC File No. 001-11155).10.28
    
    Second Amendment dated as of January 24, 2003 to Loan Agreement dated December 14, 2001
between Westmoreland Coal Company, a Delaware corporation, and First Interstate Bank, a
Montana corporation, is incorporated herein by reference to Exhibit 10.2 to Westmorelands
Current Report on Form 8-K filed January 28, 2003 (SEC File No. 001-11155).10.29
    
    Third Amendment effective as of June 24, 2004 to Loan Agreement dated December 14, 2001
between Westmoreland Coal Company, a Delaware corporation, and First Interstate Bank, a
Montana corporation, is incorporated herein by reference to Exhibit 10.1 to Westmorelands
Current Report on Form 8-K filed June 30, 2004 (SEC File No. 011-11155).10.30
    
    Fourth Amendment dated June 9, 2006 to Loan Agreement dated December 14, 2001 between
Westmoreland Coal Company, a Delaware corporation, and First Interstate Bank, a Montana
corporation, is incorporated herein by reference to Exhibit 10.1 to Westmorelands Current
Report on Form 8-K filed June 14, 2006 (SEC File No. 001-11155).10.31
    
    Pledge Agreement dated as of April 27, 2001, by and among Westmoreland Coal Company,
Westmoreland Mining LLC, the other entities from time to time party thereto as pledgors, and
Firstar Bank, N.A., as collateral agent for the purchasers in connection with the Term Loan
Agreement, is incorporated herein by reference to Exhibit 99.4 to Westmorelands Current
Report on Form 8-K filed May 15, 2001 (SEC File No. 001-11155).10.32
    
    Pledge Agreement dated as of April 27, 2001, by and among Westmoreland Coal Company,
Westmoreland Mining LLC, the other entities from time to time party thereto as pledgors, and
Firstar Bank, N.A., as collateral agent for the banks in connection with the Revolving Credit
Agreement, is incorporated herein by reference to Exhibit 99.5 to Westmorelands Current
Report on Form 8-K filed May 15, 2001 (SEC File No. 001-11155).10.33
    
    Continuing Agreement of Guaranty and Suretyship dated as of April 27, 2001, by and among
WCCO-KRC Acquisition Corp., Dakota Westmoreland Corporation, Western Energy Company,
Northwestern Resources Co., and each of the other persons which becomes a guarantor
thereunder, in favor of the purchasers under the Term Loan Agreement, is incorporated herein
by reference to Exhibit 99.6 to Westmorelands Current Report on Form 8-K filed May 15, 2001
(SEC File No. 001-11155).10.34
    
    Continuing Agreement of Guaranty and Suretyship dated as of April 27, 2001, by and among
WCCO-KRC Acquisition Corp., Dakota Westmoreland Corporation, Western Energy Company,
Northwestern Resources Co., and each of the other persons which becomes a guarantor
thereunder, in favor of PNC Bank, National Association, as agent for the banks in connection
with that Credit Agreement, is incorporated herein by




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ExhibitNumber
    
    Descriptionreference to Exhibit 99.7 to Westmorelands Current Report on Form 8-K filed May 15,
2001 (SEC File No. 001-11155).10.35
    
    Security Agreement dated as of April 27, 2001, by and among Westmoreland Mining LLC,
WCCO-KRC Acquisition Corp., Dakota Westmoreland Corporation, Western Energy Company,
Northwestern Resources Co., and each of the other persons which becomes a guarantor under the
Term Loan Agreement and Firstar Bank, N.A., as collateral agent for the purchasers under the
Term Loan Agreement, is incorporated herein by reference to Exhibit 99.8 to Westmorelands
Current Report on Form 8-K filed May 15, 2001 (SEC File No. 001-11155).10.36
    
    Stock Purchase Agreement dated as of September 15, 2000 by and between Westmoreland Coal
Company and Entech, Inc. is incorporated herein by reference to Exhibit 99.1 to
Westmorelands Current Report on Form 8-K filed February 5, 2001 (SEC File No. 001-11155).10.37*
    
    Westmoreland Coal Company 2002 Long-Term Incentive Stock Plan is incorporated herein by
reference to Annex A to Westmorelands Definitive Proxy Statement filed April 23, 2002 (SEC
File No. 001-11155).10.38
    
    Letter Agreement dated June 18, 2002, between Reliant-HL&P and Northwestern Resources Co.
is incorporated herein by reference to Exhibit 10.1 to Westmorelands Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 (SEC File No. 001-11155).10.39*
    
    Westmoreland Coal Company 2000 Performance Unit Plan, dated May 22, 2003, is incorporated
herein by reference to Exhibit 10.1 to Westmorelands Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 (SEC File No. 001-11155).10.40*
    
    First Amendment to Westmoreland Coal Company 2000 Non-employee Directors Stock Incentive
Plan, dated May 22, 2003, is incorporated herein by reference to Exhibit 10.2 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (SEC File
No. 001-11155).10.41*
    
    Termination Agreement for Robert J. Jaeger, Chief Financial Officer, is incorporated herein
by reference to Exhibit 10.3 to Westmorelands Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 (SEC File No. 001-11155).10.42
    
    Supplemental Settlement Agreement and Amendment of Existing Contracts between Northwestern
Resources Company and Texas Genco, L.P., dated January 30, 2004, is incorporated herein by
reference to Exhibit 10(nn) to Westmorelands Annual Report on Form 10-K for the year ended
December 31, 2003 (SEC File No. 001-11155).10.43
    
    Letter Agreement Regarding Lignite Supply Agreement dated September 21, 2005 between Texas
Genco II, L.P. and Texas Westmoreland Coal Company is incorporated herein by reference to
Exhibit 10.1 to Westmorelands Quarterly Report Form 10-Q for the quarter ended September 30,
2005 (SEC File No. 001-11155).10.44
    
    Purchase Agreement dated June 23, 2006 by and between LG&E Roanoke Valley L.P., LG&E Power
Services LLC, and Westmoreland Coal Company is incorporated herein by reference to Exhibit
10.1 to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC
File No. 001-11155).




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ExhibitNumber
    
    Description10.45
    
    Third Amendment and Restatement of the Power Purchase and Operating Agreement effective as
of December 1, 2000 between Westmoreland-LG&E Partners and Virginia Electric and Power
Company is incorporated herein by reference to Exhibit 10.2 to Westmorelands Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.46
    
    Second Amendment and Restatement of the Power Purchase and Operating Agreement dated
November 21, 2000 between Westmoreland-LG&E Partners and Virginia Electric and Power Company
for the Roanoke Valley II Project is incorporated herein by reference to Exhibit 10.3 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File
No. 001-11155).10.47
    
    Amended and Restated Construction and Term Loan Agreement dated as of December 1, 1993
among Westmoreland-LG&E Partners, the Lenders named therein, the Institutional Lenders, the
Issuing Bank, the Co-Agents and Agent (each as defined therein) is incorporated herein by
reference to Exhibit 10.4 to Westmorelands Quarterly Report on Form 10-Q for the quarter
ended June 30, 2006 (SEC File No. 001-11155).10.48
    
    Amendment No. 1 to Amended and Restated Construction and Term Loan Agreement dated as of
November 4, 1994 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Issuing Bank, the Co-Agents and Agent (each as defined therein) is
incorporated herein by reference to Exhibit 10.5 to Westmorelands Quarterly Report on Form
10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.49
    
    Amendment No. 2 to Amended and Restated Construction and Term Loan Agreement dated as of
December 30, 1994 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Issuing Bank, the Co-Agents and Agent (each as defined therein) is
incorporated herein by reference to Exhibit 10.6 to Westmorelands Quarterly Report on Form
10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.50
    
    Amendment No. 3 to Amended and Restated Construction and Term Loan Agreement dated as of
January 31, 1995 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Issuing Bank, the Co-Agents and Agent (each as defined therein) is
incorporated herein by reference to Exhibit 10.7 to Westmorelands Quarterly Report on Form
10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.51
    
    Amendment No. 4 to Amended and Restated Construction and Term Loan Agreement dated as of
October 19, 1995 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Issuing Bank, the Co-Agents and Agent (each as defined therein) is
incorporated herein by reference to Exhibit 10.8 to Westmorelands Quarterly Report on Form
10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.52
    
    Amendment No. 5 to Amended and Restated Construction and Term Loan Agreement dated as of
December 15, 1996 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Issuing Bank, the Co-Agents and Agent (each as defined therein) is
incorporated herein by reference to Exhibit 10.9 to Westmorelands Quarterly Report on Form
10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).




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##### Table of Contents



ExhibitNumber
    
    Description10.53
    
    Amendment No. 5 to Amended and Restated Construction and Term Loan Agreement dated as of
August 23, 2000 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Institutional Agent, the Issuing Bank, the Co-Agents and Agent
(each as defined therein) is incorporated herein by reference to Exhibit 10.10 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File
No. 001-11155).10.54
    
    Amendment No. 6 to Amended and Restated Construction and Term Loan Agreement dated as of
November 21, 2000 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Institutional Agent, the Issuing Bank, the Co-Agents and Agent
(each as defined therein) is incorporated herein by reference to Exhibit 10.11 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File
No. 001-11155).10.55
    
    Amendment No. 7 to Amended and Restated Construction and Term Loan Agreement dated as of
November 15, 2001 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Institutional Agent, the Issuing Bank, the Co-Agents and Agent
(each as defined therein) is incorporated herein by reference to Exhibit 10.12 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File
No. 001-11155).10.56
    
    Amendment No. 8 to Amended and Restated Construction and Term Loan Agreement dated as of
November 28, 2001 among Westmoreland-LG&E Partners, the Lenders named therein, the
Institutional Lenders, the Institutional Agent, the Issuing Bank, the Co-Agents and Agent
(each as defined therein) is incorporated herein by reference to Exhibit 10.13 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File
No. 001-11155).10.57
    
    Amendment No. 9 to Amended and Restated Construction and Term Loan Agreement dated as of
March 1, 2002 among Westmoreland-LG&E Partners, the Lenders named therein, the Institutional
Lenders, the Institutional Agent, the Issuing Bank, the Co-Agents and Agent (each as defined
therein) is incorporated herein by reference to Exhibit 10.14 to Westmorelands Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.58
    
    Amendment No. 10 to Amended and Restated Construction and Term Loan Agreement dated as of
April 8, 2003 among Westmoreland-LG&E Partners, the Lenders named therein, the Institutional
Lenders, the Institutional Agent, the Bond L/C Issuing Bank, the Co-Agents (each as defined
therein), Credit Suisse First Boston in the capacities named therein and Dexia Credit Local,
New York Agency, in the capacities named therein is incorporated herein by reference to
Exhibit 10.15 to Westmorelands Quarterly Report on Form 10-Q for the quarter ended June 30,
2006 (SEC File No. 001-11155).10.59
    
    Note Purchase Agreement dated June 29, 2006 between Westmoreland Energy LLC and SOF
Investments, L.P. is incorporated herein by reference to Exhibit 10.16 to Westmorelands
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (SEC File No. 001-11155).10.60*
    
    Description of Annual Bonus Opportunities for Fiscal 2006 for the Named Executive Officers
of Westmoreland Coal Company is incorporated herein by reference to Exhibit 10.1 to
Westmorelands Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (SEC File
No. 001-11155).




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##### Table of Contents



ExhibitNumber
    
    Description10.61*,**
    
    Westmoreland Coal Company Severance Policy for specified employees,
including certain executive officers not covered by Westmorelands Executive Severance
Policy, dated July 26, 2004.21**
    
    Subsidiaries of the Registrant23.1**
    
    Consent of KPMG LLP23.2**
    
    Consent of KPMG LLP23.3**
    
    Consent of Deloitte & Touche LLP31.1**
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)31.2**
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)31.3
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)31.4
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)32**
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350
 
 *
    
    Compensatory benefit plan or arrangement or management contract.**
    
    Previously filed with the Registrants Annual Report on Form 10-K on April 2, 2007.