Exhibit 10.10
 (LOGO)WESTMORELAND COAL COMPANY
    
    Number: GP- 33            
                  Page
1 of 9
Issue/Revision Date:      March 9, 2011
Supersedes Policy: GP-33 dated 06/01/2010
& Previously Issued Letters and Memos
 Title: Annual Incentive Policy
(AIP)/Long Term Incentive Policy (LTIP) Policy
    Approved Issuing Officer:/s/ Keith E. AlessiName:
    Keith E. AlessiTitle:
    Chief Executive Officer (CEO) POLICY STATEMENT
  ELIGIBILITY
  
    
    You are an employee designated by the Company to be eligible as per the addendum;
 
    
    You are an active full-time employee of the Company, scheduled to work at least 40 hours
per week, in good standing; and
 
    
    You are employed by the Company on October 1 during the Policy year. Policy year is
defined as January 1 through December 31.
 ANNUAL INCENTIVE POLICY PROCEDURES (AIP)
 DETERMINATION AND PAYMENT OF AIP PAYMENTS




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##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 2 of 9
    Operations Management
  
    
    Mine Manager
 
    
    Operation Specific Financial Goals  40%
    
    Individual Qualitative Goals  30%
    
    Operation Specific Safety Goals  30%
 
    
    Grades 9 & 10
 
    
    Operation Specific Financial Goals  10%
    
    Individual Qualitative Goals  60%
    
    Operation Specific Safety Goals  30%
  
    
    Financial Threshold: Financial Threshold is defined as meeting 80% of the performance
commitment(s) specified by the identified metrics. Fifty percent (50%) of the Financial
Goal will be eligible for payment pursuant to the Policy upon achieving the specified
Financial Threshold. Under no circumstances will a payout of the Financial Goal incentive
be made if performance fails to meet the Financial Threshold.
 
    
    Financial Target: Financial Target is defined as meeting the performance commitment(s)
specified by the identified metrics. One hundred percent (100%) of the Financial Goal will
be eligible for payment pursuant to the Policy upon achieving the specified Financial
Target. Performance results that fall between Financial Threshold and Financial Target
will result in a prorated calculation and payout between 50% and 100%.




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##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 3 of 9
 
 
    
    Financial Maximum: Financial Maximum is defined as exceeding Financial Target by 20%.
Two hundred percent (200%) of the Financial Goal will be eligible for payment pursuant to
the Policy upon achieving Financial Maximum. Performance results that fall between
Financial Target and Financial Maximum will result in a prorated calculation and payout
between 100% and 200%. Two hundred percent (200%) is the maximum payout of the Financial
Goal even if performance exceeds Financial Maximum.
  
    
    Safety Threshold: Safety Threshold is defined as meeting the annual National MSHA
average for RIR for the coal industry (strip mines, preparation plants, and independent
shops/yards). Fifty percent (50%) of the Safety Goal will be eligible for payment pursuant
to the Policy upon achieving Safety Threshold. Under no circumstances will a payout of the
Safety Goal incentive be made if performance fails to meet Safety Threshold.
 
    
    Safety Target: Safety Target is defined as safety performance that is 25% better than
Safety Threshold. One hundred percent (100%) of the Safety Goal will be eligible for
payment pursuant to the Policy upon achieving Safety Target. Results falling between
Safety Threshold and Safety Target will result in a prorated calculation and payout between
50% and 100%.
 
    
    Safety Maximum: Safety Maximum is defined as safety performance that is 50% better than
Safety Threshold. Two hundred percent (200%) of the Safety Goal will be eligible for
payment pursuant to the Policy upon achieving Safety Maximum. Results falling between
Safety Target and Safety Maximum will result in a prorated calculation and payout between
100% and 200%. Two hundred percent (200%) is the maximum payout of the Safety Goal, even
if performance exceeds Safety Maximum.
  
    
    The percentage payout will be evaluated on achievement of certain individual goals
established between the employee and his/her manager and will be based on the employees
overall performance evaluation. For the Individual Qualitative Goal, employees and their
manager will select two to three goals for the purpose of the AIP. These goals should be
defined in writing by the first of the year, but in no case later than March 31 of each
Policy Year (or in the event that an employee is hired after the first of the year, on or
within 30 days of the employees date of hire). All goals are to be SMART goals in that
they are Specific, Measurable, Aligned, Realistic, and Time-bound. The individual goals
will require approval by the Companys CEO and the Vice President, Human Resources and
Administration. The individual goals cannot be related to safety or financial performance.
Further, there will be no payout for individual goals if a person is deemed responsible for
a material deficiency relative to the Sarbanes-Oxley Act. Westmoreland Coal Company
reserves the right to recuperate any previous payouts made if gross omission or error is
discovered after the fact.




---



##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 4 of 9
 
 Corporate Management
  
    
    Executive (CEO, CFO, EVP, VP of Coal Operations)
 
    
    Corporate Financial Goals  60%
    
    Individual Qualitative Goals  40%
 
    
    SVP of Coal Operations/COO
 
    
    Corporate Financial Goals  40%
    
    Individual Qualitative Goals  30%
    
    Aggregate Mine Operation Specific Safety Goals  30%
 
    
    Vice Presidents
 
    
    Corporate Financial Goals  30%
    
    Business Unit Financial Goals  40%
    
    Individual Qualitative Goals  30%
 
    
    Vice President of Engineering
 
    
    Business Unit Financial Goals  40%
    
    Individual Qualitative Goals  30%
    
    Aggregate Mine Specific Operation Safety Goals  30%
 
    
    Directors and Managers
 
    
    Corporate Financial Goals  10%
    
    Business Unit Financial Goals  10%
    
    Individual Qualitative Goals  80%
   
    
    Financial Threshold: Financial Threshold is defined as meeting 80% of the performance
commitment(s) specified by the identified metrics. Fifty percent (50%) of the Financial
Goal will be eligible for payment pursuant to the Policy upon achieving the specified
Financial Threshold. Under no circumstances will a payout of the Financial Goal incentive
be made if performance fails to meet the Financial Threshold.




---



##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 5 of 9
 
 
    
    Financial Target: Financial Target is defined as meeting the performance commitment(s)
specified by the identified metrics. One hundred percent (100%) of the Financial Goal will
be eligible for payment pursuant to the Policy upon achieving the specified Financial
Target.
Performance results that fall between Financial Threshold and Financial Target will result
in a prorated calculation and payout between 50% and 100%.
 
    
    Financial Maximum: Financial Maximum is defined as exceeding Financial Target by 20%.
Two hundred percent (200%) of the Financial Goal will be eligible for payment pursuant to
the Policy upon achieving Financial Maximum. Performance results that fall between
Financial Target and Financial Maximum will result in a prorated calculation and payout
between 100% and 200%. Two hundred percent (200%) is the maximum payout of the Financial
Goal even if performance exceeds Financial Maximum.
   
    
    The percentage payout will be evaluated on achievement of certain individual goals
established between the employee and his/her manager (or the Board of Directors for the
CEO) and will be based on the employees overall performance evaluation. For the
Individual Qualitative Goal, employees and their manager (or the CEO and the Board of
Directors) will select two to three goals for the purpose of the AIP. These goals should
be defined in writing by the first of the year, but in no case later than March 31 of each
Policy Year (or in the event that an employee is hired after the first of the year, on or
within 30 days of the employees date of hire). All goals are to be SMART goals in that
they are Specific, Measurable, Aligned, Realistic, and Time-bound. The individual goals
will require approval by the Companys CEO and the Vice President, Human Resources and
Administration. The individual goals cannot be related to safety or financial performance.
Further, there will be no payout for individual goals if a person is deemed responsible for
a material deficiency relative to the Sarbanes-Oxley Act. Westmoreland Coal Company
reserves the right to recuperate any previous payouts made if gross omission or error is
discovered after the fact.
 AIP PROVISIONS
  
    
    Any incentive award may be adjusted either upward or downward at the sole discretion of
the Companys CEO, based upon individual performance and/or other factors regardless of
whether it is earned in accordance with this and/or any other document.
 
    
    At the discretion of the Board of Directors, the AIP awards may be payable in cash or
the Companys common stock.
 
    
    Awards are capped at two times target for each Financial and Safety Goals.




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##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 6 of 9
 
 
    
    All incentive awards granted will be calculated based upon the participants base salary
earned during the 12 months ending on December 31 of the applicable year excluding bonuses,
disability pay continuation, vacation or flexleave sell back, or other non-salary
allowances, i.e. clothing allowance.
 
    
    A participant must be employed by the Company on the date the incentive payments are
distributed in order to receive any payment under the Policy, except as approved by the
Compensation and Benefits (C&B) Committee.
 
    
    The C&B Committee shall approve the performance commitment(s) specified by the
identified metrics each year.
 
    
    Incentive awards will be distributed following completion of the Companys consolidated
annual audit and approval of the payout by the Companys C&B Committee or approval of the
payout by the Board of Directors for the CEO, typically at the end of the first quarter of
the subsequent year.
 
    
    Taxes, deferrals (401(k)) and distributions that are required to be withheld by federal,
state or local or other governmental authority shall be deducted from all cash payments.
 
    
    Any incentive award for a newly hired or promoted participant will be based upon the
base salary earned from his/her date of hire or promotion to December 31.
 
    
    No member of the Board of Directors or the C&B Committee shall be liable for any action
taken or determination made in good faith with respect to the AIP.
 
    
    Receipt of any portion of the incentive award is subject to all terms and conditions
described in this Policy.
 
    
    Participation in this Policy is neither a contract nor a guarantee of continuing
employment.
 
    
    This Policy may be modified, suspended or terminated at any time by the Company and no
participant has any entitlement until the annual payout is made.
 
    
    The Companys CEO has final say on the interpretation of this Policy and procedures,
except where the CEO is directly impacted in which case the C&B Committee has final say on
the interpretation of this Policy.
 LONG TERM INCENTIVE POLICY (LTIP) PROCEDURES
 DETERMINATION AND GRANTING OF LTIP PERFORMANCE AWARDS
  
    
    Performance against Company goals will determine the numberof shares earned.




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##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 7 of 9
 
 
    
    The stock price at the end of the performance period will determine the valueof the
 shares earned.
 
    
    Performance-based shares are defined as shares that may be earned to the degree that
specific strategic and financial performance measures are met and will be eligible for
distribution if performance is at or above threshold when measured at the end of a
three-year period.
 
    
    Time-based shares are defined as shares that are earned over a set period of time.
 Vesting and Earning of Shares
 
    
    Time-based shares will vest in equal annual installments over a three-year period based
on completion of the service requirement.
 
    
    Performance-based shares will be earned to the degree that performance exceeds a
determined threshold. These performance-based shares will vest at the end of the
three-year period.
 
    
    Threshold is defined as meeting 80% of the performance metrics and will payout
at 50%;
 
    
    Target is defined as meeting 100% of the performance metrics and will payout at
100%; and
 
    
    Maximum is defined at meeting or exceeding 120% of the performance metrics and
will payout at 150%.
 
    
    Performance metric(s) will be set at the beginning of the three year-periods and will
remain fixed for the three-year measurement period.
 LTIP PROVISIONS
 
    
    All share grants/cash will be calculated based upon the participants base salary at the
time of grant.
 
    
    A participant must be employed by the Company on the date the shares/cash are awarded
both time-based and performance-based.
 
    
    Time-based shares/cash will vest in equal annual installments (1/3 each year) over a
three-year period based on completion of the service requirement.
 
    
    LTIP will be distributed/granted following completion of the Companys consolidated
annual audit and approval of the payout by the Companys C&B Committee and approval of the
payout by the Board of Directors for the CEO, on or about April 1.
 
    
    Earned shares may be delivered net of taxes.
 
    
    Since LTIP grants occur once a year, any employee hired or promoted after the granting
of LTIPs for a specific year would not participate in the program for that year, but would
be eligible in subsequent years.




---



##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 8 of 9
 
 
    
    No member of the Board of Directors or the C&B Committee shall be liable for any action
taken or determination made in good faith with respect to the LTIP.
 
    
    Receipt of any portion of the LTIP granted in the form of equity is subject to all terms
and conditions described in the 2007 Equity Incentive Policy for Employees and Non-Employee
Directors.
 
    
    All LTIP will be granted subject to a separate award agreement that will contain
specific terms and provisions.
 
    
    In the event of death, total disability or normal retirement as defined in the award
agreement, shares/cash will be earned as follows:
 
    
    Time-based shares will be earned on a pro-rata basis based on the date of the
event and will be paid out as soon as practical to the employee or his/her
estate.
 
    
    Performance-based shares will be earned on a pro-rata basis based on the date
of the event and will be paid out at the end of the three-year period, with the
value determined based on the final performance determination.
 
    
    Participation in this Policy is neither a contract nor a guarantee of continuing
employment.
 
    
    The Companys CEO has final say on the interpretation of this Policy and procedures,
except where the CEO is directly impacted in which case the C&B Committee has final say on
the interpretation of this Policy.




---



##### 



Title: Annual Incentive Policy (AIP)/Long Term 
Incentive Policy (LTIP) Policy
    
    No.
GP-33
    
    Date Issued:
March 9, 2011
    
    Supersedes
Policy
GP-33 dated
6/01/2010
    
    Page 9 of 9
 ADDENDUM
 WESTMORELAND COAL COMPANY INCENTIVE POLICYS
 FOR NON-UNION EMPLOYEES
 AIP %
    
    
    LTIP %
    
    
    LTIP
    
    
    LTIPTier
    
    
    
    
    of
    
    
    of
    
    
    Performance-
    
    
    Time-Grade
    
    
    Level
    
    
    Position or Classification
    
    Salary
    
    
    Salary
    
    
    Based
    
    
    BasedI
    
    
    CEO
    
    
    100
    %
    
    
    150
    %
    
    
    50
    %
    
    
    50
    %12
    
    
    
    I
    
    
    Executive VP
    
    
    40
    %
    
    
    80
    %
    
    
    50
    %
    
    
    50
    %12
    
    
    
    I
    
    
    Chief Financial Officer
SVP, Coal Operations/COO
    
    
    35
    %
    
    
    70
    %
    
    
    50
    %
    
    
    50
    %12
    
    
    
    I
    
    
    General Counsel
Vice Presidents of a Functional Area
    
    
    30
    %
    
    
    60
    %
    
    
    50
    %
    
    
    50
    %11
    
    
    
    II
    
    
    Mine Managers
    
    
    30
    %
    
    
    40
    %
    
    
    50
    %
    
    
    50
    %11
    
    
    
    III
    
    
    Directors of a Functional Area
Assistant General Counsel
    
    
    20
    %
    
    
    30
    %
    
    
    50
    %
    
    
    50
    %9, 10
    
    
    
    IV
    
    
    Managers I & II 
Engineer III
Ops Controller I & II
 Superintendent II
    
    
    15
    %
    
    
    NA
    
    
    
    NA
    
    
    
    NA