**“Base Value”**shall mean the average of the Daily Price of the Common Stock for the twenty (20)consecutive trading days on which one or more trades occurs immediately preceding the commencementof the Performance Period.“**Board**” shall mean the Board of Directors of the Company.“**Cause**” shall mean (i) the engaging by the Participant in willful conduct or misconduct that isinjurious to the Company or its Subsidiaries or Affiliates, or (ii) the embezzlement ormisappropriation of funds or property of the Company or its Subsidiaries or Affiliates by theParticipant, or the final conviction of the Participant of a felony or the entrance of a plea ofguilty or nolo contendere by the Participant to a felony, or (iii) any behavior that brings theemployee into public disrepute, contempt, scandal or ridicule or that reflects unfavorably upon thereputation or high moral or ethical standards of the Company. For purposes of this paragraph, noact, or failure to act, on the Participant’s part shall be considered “willful” unless done, oromitted to be done, by the Participant without reasonable belief that the Participant’s action oromission was in the best interest of the Company. Any determination of Cause shall be made by theCommittee, in its sole discretion, and shall be final and binding on a Participant.**“Code”**shall mean the Internal Revenue Code of 1986, as amended from time to time.“**Committee**” shall mean a committee of the Board composed of not less than two Non-EmployeeDirectors, all of whom shall be “nonemployee directors” with respect to the Plan within the meaningof Section 16 and all of whom may be “outside directors” for purposes of Section 162(m) of theCode. The members of the Committee shall be appointed by and serve at the pleasure of the Board.In the absence of a resolution of the Board determining otherwise, “Committee” shall mean theCompensation and Benefits Committee of the Board.**“Common Stock”**shall mean the common stock of the Company, par value $2.50 per share, and anyequity security of the Company issued or authorized to be issued in the future, but excluding anypreferred stock and any warrants, options or other rights to purchase common Stock.“**Common Stock Appreciation”**shall mean the difference between the Fair Market Value of the CommonStock and the Base Value of a Performance Unit at the expiration of the Performance Period for thatPerformance Unit.**“Company”**shall mean Westmoreland Coal Company or any successor thereto.**“Covered Officer”**shall mean at any date (i) any individual who, with respect to the previous taxyear of the Company, was a “covered employee” of the company within the meaning of Code Section162(m), excluding any such individual whom the Committee, in its discretion, reasonably expects notto be a “covered employee” with respect to the current tax year of the Company and (ii) anyindividual who was not a “covered employee” under Code Section 162(m) for the previous tax year ofthe Company, but whom the Committee, in its discretion, reasonably expects to be a “coveredemployee” with respect to the current tax year of the Company or with respect to the tax year ofthe Company in which any applicable Award will be paid.
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**“Daily Price”**shall mean the average of the highest and lowest sale price occurring during anygiven trading day on which the Common Stock of the Company is traded.**“Disability”**shall mean the disability of a Participant under the terms of the then effective longterm disability plan of the Company.**“Employee”**shall mean any employee (as defined in accordance with Section 3401(c) of the Code) ofthe Company or an Affiliate or Subsidiary, whether such employee is so employed at the time thisPlan is adopted or becomes so employed subsequent to the adoption of this Plan.**“Employer”**shall mean the Company or an Affiliate or Subsidiary, whichever at the time employs theEmployee.**“Fair Market Value”**shall mean the average of the Daily Price of the Common Stock for the lasttwenty (20) consecutive trading days of a Performance Period on which one or more trades of CommonStock occurs.“**Maximum Award”**shall mean the Award payable under the Plan for Maximum Performance in anyPerformance Period.**“Maximum Performance”**shall mean the Performance Goals established for any Performance Period, theattainment of which is necessary for the payment of the Maximum Award of a Target Award with anAssigned Value for that Performance Period.“**Non-Employee Director**” shall mean a member of the Board who is not an Employee or officer of theCompany or any of its Subsidiaries or Affiliates.**“Participant”**shall mean an Employee who is selected to participate in the Plan.“**Performance Goals**” shall mean performance goals or objectives established by the Committee foreach Performance Period pursuant to this Plan, the attainment of which is necessary for the paymentof an Award to a Participant at the completion of the Performance Period. Performance Goals may bedescribed in terms of Company-wide objectives or objectives that are related to the performance ofthe individual Participant or the Affiliate, Subsidiary, or division, department or function withinthe Company, Affiliate or Subsidiary in which the Participant is employed. Any Performance Goalsapplicable to the Awards intended to qualify as “performance-based compensation” under Section162(m) of the Code shall be limited to specified levels of, or increases in, the Company’s,Affiliate’s or Subsidiary’s market share, sales, costs, return on equity, earnings per share,earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization,earnings growth, return on capital, return on assets, total shareholder return and/or increase inthe Fair Market Value of the Common Stock , measurements of safety performance or any combinationthereof. Each Performance Goal may be expressed on an absolute and/or relative basis, may be basedon or otherwise employ comparisons based on internal targets, the past performance of the Companyand/or the past or current performance of other companies, and in the case of earnings-basedmeasures, may use or employ comparisons relating to capital, shareholders’ equity and/or Sharesoutstanding, or to
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assets or net assets. Except in the case of Performance Goals related to an Award intended toqualify under Section 162(m) of the Code, if the Committee determines that a change in thebusiness, operations, corporate structure or capital structure of the Company, or the manner inwhich it conducts its business, or other events or circumstances render the Performance Goalsunsuitable, the Committee, after the commencement of a Performance Period, may modify suchPerformance Objectives, in whole or in part, as the Committee deems appropriate and equitable.“**Performance Period**” shall mean the period of time specified in an Award Notification to be used inmeasuring the degree to which the Performance Goals relating to Performance Units granted underthat Award Notification have been met; provided, however, that for purposes of the initialPerformance Period of the Plan, Performance Period shall mean the period commencing on July 1, 2000and ending June 30, 2003.**“Performance Unit”**shall mean a right that is (i) denominated in cash or Common Stock, (ii) valued,as determined by the Committee, either in accordance with the achievement of such Performance Goalsduring such Performance Periods as the Committee shall establish or with reference to the FairMarket Value of the Common Stock, and (iii) payable at such time and in such form as the Committeeshall determine in accordance with the terms and conditions of Article VI hereof.“**Plan**” shall mean the 2000 Performance Unit Plan, as amended from time to time.“**Retirement**” shall mean the Termination of Employment of a Participant from the employ or serviceof the Company or any of its Affiliates or Subsidiaries in accordance with the terms of theapplicable Company retirement plan, or if a Participant is not covered by any such plan, theTermination of Employment of a Participant on or after the earliest to occur of the following:          (a) the attainment by the Participant of the age of 65 or the achievement of five years ofemployment or service with the Company, whichever occurs later; or          (b) the attainment by the Participant of the age of 62 and twenty years of employment orservice with the Company.“**Section 16**” shall mean Section 16 of the Exchange Act and the rules promulgated thereunder and anysuccessor provision thereto as in effect from time to time.“**Section 162(m)”**shall mean Section 162(m) of the Code and the rules promulgated thereunder or anysuccessor provision thereto as in effect from time to time.“**Subsidiary**” shall mean any corporation in an unbroken chain of corporations beginning with theCompany if each of the corporations other than the last corporation in the unbroken chain then ownsstock possessing 50% or more of the total combined voting power of all classes of stock in one ofthe other corporations in such chain.“**Target Award”**shall mean the Award payable under the Plan for Target Performance in anyPerformance Period.
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“**Target Performance**” shall mean the Performance Goals established for any Performance Period, theattainment of which is necessary for the payment of a Target Award with an Assigned Value for thatPerformance Period.“**Termination of Employment**” shall mean the time when the employee-employer relationship between aParticipant and the Employer is terminated for any reason, with or without Cause, including, butnot by way of limitation, a termination by resignation or discharge, but excluding (i) terminationswhere there is a simultaneous reemployment or continuing employment of a Participant by theEmployer; (ii) at the discretion of the Committee, terminations which result in a temporaryseverance of the employee-employer relationship; and (iii) at the discretion of the Committee,terminations which are followed by the simultaneous establishment of a consulting relationship bythe Employer with the former Employee. Notwithstanding the foregoing, the Committee, in itsabsolute discretion, shall determine the effect of all matters and questions relating toTermination of Employment. However, notwithstanding any provision of this Plan, the Employer hasan absolute and unrestricted right to terminate an Employee’s employment at any time for any reasonwhatsoever, with or without Cause.“**Threshold Performance**” shall mean the level of attainment of a Performance Goal necessary for thepayment of any Award with an Assigned Value upon the completion of any Performance Period for thatAward.**Article III — Plan Administration**Section 3.1 Subject to the authority and powers of the Board in relation to the Plan as hereinafterprovided, the Plan shall be administered by the Committee; provided, however, that the Committeemay not exercise any authority otherwise granted to it hereunder if such action would have theeffect of increasing the amount of any Award payable hereunder to any Covered Officer. Alldeterminations by the Committee shall be made by the affirmative vote of a majority of its members,but any determination reduced to writing and signed by a majority of the members of the Committeeshall be as fully effective as if it had been made by a majority vote at a meeting duly called andheld. All decisions by the Committee pursuant to the provisions of the Plan and all orders orresolutions of the Board pursuant thereto shall be final, conclusive and binding on all persons,including but not limited to the Participants, the Company and its Affiliates and Subsidiaries andtheir respective equity holders, heirs, successors and personal representatives.Section 3.2 The Committee, on behalf of the Participants, shall have full authority to interpretand enforce this Plan in accordance with its terms and shall have all powers necessary for theaccomplishment of that purpose, including, but not by way of limitation, the following powers:          (a) To select the Participants;          (b) To make Awards to Participants with respect to each Performance Period, subject to theterms and conditions set forth in the Plan.;
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          (c) To establish the terms and conditions under which any Award granted hereunder may beearned and paid, subject to the terms and conditions set forth in the Plan, including, withoutlimitation, the Performance Period, Assigned Value (if any) and vesting schedule of each Award;          (d) To establish the terms and conditions of any Award Certificate evidencing an Award grantedhereunder, subject to the terms and conditions set forth in the Plan;          (e) To interpret, construe, approve and adjust all terms, provisions, conditions andlimitations of this Plan;          (f) To decide any questions arising as to the interpretation or application of any provisionof the Plan;          (g) To prescribe forms and procedures to be followed by Employees for participation in thePlan, or for other occurrences in the administration of the Plan;          (h) To adopt such rules and regulations for the administration of the Plan not inconsistentwith the terms of the Plan as it may deem appropriate in its sole and absolute discretion; and          (i) To waive any conditions or rights under, amend any terms of, or alter, suspend,discontinue, cancel or terminate an Award theretofore granted, prospectively or retroactively;provided, however, that any such waiver, amendment, alteration, suspension, discontinuance ortermination that would adversely affect the rights of any Participant or holder or beneficiary ofany vested Award theretofore granted shall not to that extent be effective without the consent ofthe affected Participant, holder or beneficiary.Section 3.3 No member of the Committee shall be liable for anything done or omitted to be done byhim or by any member of the Committee in connection with the performance of any duties under thisPlan, except for his own willful misconduct or as expressly provided by statute.Section 3.4 All actions which may be taken by the Committee hereunder may also be taken by theBoard except for actions with regard to any Award intended to qualify under Section 162(m) of theCode which would cause such Award not to qualify under said section.**Article IV-Participation**Section 4.1 Subject to the provisions of the Plan, the Committee may from time to time select anyEmployee who is a salaried employee of the Company or of an Affiliate or Subsidiary to be grantedAwards under the Plan. Eligible Employees hired by the Company after the commencement of aPerformance Period may be granted Performance Units hereunder for the Performance Period whichcommenced in the twelve (12) month period preceding the date on which the Employee became employedby the Company. No Employee shall at any time have the right (a) to receive an Award upon theexpiration of a Performance Period which commenced prior to the twelve (12) month period precedingthe date on which they became an employee (b)
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to be selected as a Participant in the Plan for any Performance Period, (c) if selected as aParticipant in the Plan, to be entitled to an Award, or (d) if selected as a Participant in onePerformance Period, to be selected as a Participant in any subsequent Performance Period.**Article V — Awards**Section 5.1 For Performance Units measured by an Assigned Value, the Committee shall establishPerformance Goals for such Performance Units, including the Threshold Performance, TargetPerformance and Maximum Performance, within 90 days of the commencement of a Performance Period,and an Award for that Performance Period shall subject to the provisions of Article VI be paid orotherwise deliverable upon the completion of the Performance Period solely on account of theattainment of such Performance Goals. The degree to which the Company achieves such PerformanceGoals and the business needs and circumstances of the Company at the time of payment of any Awardshall serve as the basis for the Committee’s determination of the Award payable to a Participantupon the completion of a Performance Period. Awards will be prorated for Company performanceresults occurring between stated performance levels. For Performance Units measured by an AssignedValue, Company performance below the Threshold Performance in any Performance Period will result inthe forfeiture of such Performance Units awarded for that Performance Period, without any Awardpayment.Section 5.2 Awards payable at the expiration of a Performance Period shall be the product of (a)the number of Performance Units in the Award and (b) the Common Stock Appreciation, if thePerformance Units are measured by the Fair Market Value of the Common Stock, or the appropriateAssigned Value based upon Company performance, if the Performance Units are measured by AssignedValue.Section 5.3 In the case of all Awards measured by Assigned Value, no Participant may receive in anyone fiscal year an Award under the Plan of an amount greater than $2.5 million. In the case of allAwards measured by Common Stock Appreciation, no Participant may receive in any one fiscal year anAward under the Plan of a number of Performance Units greater than 500,000.Section 5.4 The Company shall maintain a bookkeeping account for each Participant recording thecurrent value of Performance Units awarded hereunder. Each Participant shall receive an annualstatement reflecting the number of Performance Units awarded to that Participant hereunder, thenumber of Performance Units which have vested as of the date of the statement, and the Base Valueor Assigned Value, as appropriate, assigned to each Performance Unit.Section 5.5 At the Committee’s discretion, the effect of one-time charges and extraordinary,nonrecurring events unrelated to the performance of a Participant such as asset write-downs,litigation judgments or settlements, changes in tax laws, accounting principles or other laws orprovisions affecting reported results, accruals for reorganization or restructuring, and any otherextraordinary non-recurring items, acquisitions or divestitures and any foreign exchange gains orlosses may be disregarded for purposes of determining the attainment of Performance Goals.
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**Article VI — Payment of Awards**Section 6.1 Upon completion of each Performance Period, the Committee shall review Companyperformance results as compared to the established Performance Goals for that Performance Period,and shall certify (either by written consent or as evidenced by the minutes of a meeting) thespecified Performance Goals achieved for the Performance Period (if any) and direct which Awardpayments are payable under the Plan, if any.Section 6.2 Vested Performance Units may be paid in a lump sum or in installments over any periodof time not to exceed 10 years following the close of the Performance Period or, in accordance withterms established by the Committee, on a deferred basis. The Committee shall have sole andabsolute authority and discretion to determine the time and manner in which Awards, if any, shallbe paid under this Plan. The anticipated time and manner of payment will be as set forth in theAward Certificate; provided, however, that the Committee reserves the right, based on businessneeds and circumstances of the Company at any time prior to actual payment of any portion of anaward, to modify or amend the terms and manner of payment. The following provisions may, at thediscretion of the Committee, apply to any Award:     (a) Form of Payment: Payment of vested Awards may be made in cash, or at the option ofthe Committee, in whole or in part in Company Common Stock from any shareholder approvedStock Incentive Plan, and may be subject to such restrictions as the Committee shalldetermine.     (b) Vesting: Except as provided in subsection (d) below, Participants shall vest inPerformance Units in equal one-third increments on the anniversary date of an Award.     (c) Voluntary or Involuntary Termination: In the event of a Participant’s InvoluntaryTermination of Employment Without Cause by the Company, the Participant shall be entitled topayment for all vested Performance Unit Awards in accordance with the terms and conditionsof the Award Certificate. Notwithstanding anything to the contrary set forth elsewhere inthis Plan, in the event of the Participant’s Termination of Employment for Cause prior tothe close of a Performance Period by the Company, its Affiliate or Subsidiary, or by theParticipant for reasons other than Retirement, death or Disability, then the Participantshall forfeit all Awards, whether vested or not, for which the Performance Period has notended.     (d) Retirement, Death or Disability: In the event of the death, Retirement orDisability of a Participant prior to the close of a Performance Period, a pro rata portionof the Participant’s outstanding Performance Units shall vest based on the number of fullmonths which have elapsed in each Performance Period as of the date of the Participant’sdeath, Retirement or Disability.
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Section 6.3 The Committee shall not have discretion or authority to increase the amount payablehereunder pursuant to an Award in a manner inconsistent with the requirements for qualifiedperformance-based compensation under Code Section 162(m).Section 6.4 Notwithstanding any other provision of the Plan or any to the contrary, PerformanceUnits which vest on or after January 1, 2005 will be paid in installments over five (5) yearsfollowing the close of the Performance Period The first such payment shall be made within ninety(90) days after the end of the Performance Period and each successive installment to be on theanniversary of the first payment. While the provisions of Section 6.2 providing discretion in theCommittee to modify such payment shall not be effective after 2004 and the provisions of Section9.2 shall be effective with respect to payment of all Units under Article VI which become vestedafter 2004.**Article VII — Amendment, Modification, Suspension or Termination of the Plan**Section 7.1 The Board may at any time terminate or suspend the Plan, in whole or in part, and fromtime to time, amend or modify the Plan, provided that, except as otherwise provided in the Plan, nosuch amendment, modification, suspension or termination shall adversely affect the rights of anyParticipant under any vested Award previously earned but not yet paid to such Participant withoutthe consent of such Participant. In the event of such termination, in whole or in part, of thePlan, the Committee may, subject to the foregoing, direct the payment to Participants of anyamounts specified in Article V and theretofore not paid out, prior to the respective dates uponwhich payments would otherwise be made hereunder to such Participants, and in a lump sum orinstallments as the Committee shall prescribe with respect to each such Participant.Notwithstanding the foregoing, any such payment to a Covered Officer must be discounted to reflectthe present value of such payment using a rate equal to the average yield of a 5-year treasurysecurity for the month prior to the month in which the payment is made. The Board may at any timeand from time to time delegate to the Committee any or all of its authority under this Article VII.**Article VIII — Adjustments**Section 8.1 The existence of outstanding Awards shall not affect in any manner the right or powerof the Company or its shareholders to make or authorize any or all adjustments, recapitalizations,reorganizations or other changes in the capital stock of the Company or its business or any mergeror consolidation of the Company, or any issue of bonds, debentures, preferred or prior preferencestock (whether or not such issue is prior to, on a parity with or junior to the Common Stock of theCompany) or the dissolution or liquidation of the Company, or any sale or transfer of all or anypart of its assets or business, or any other corporate act or proceeding of any kind, whether ornot of a character similar to that of the acts or proceedings enumerated above.Section 8.2 In the event of any consolidation or merger of the Company with another corporation orentity or the adoption by the Company of a plan of exchange affecting the Common Stock of theCompany or any distribution to holders of Company Common Stock of
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securities or property (other than normal cash dividends or dividends payable in Company CommonStock), or a capital reorganization or reclassification or other transaction involving asignificant increase or decrease in the capitalization of the Company, the Committee shall makesuch adjustment or other provision as it may deem equitable, including adjustments to the BaseValue assigned to outstanding Awards, to give proper effect to such event.**Article IX — General Provisions**Section 9.1 Unless otherwise determined by the Committee and provided in the Award Certificate, noAward or any other benefit under this Plan shall be assigned, alienated, pledged, attached, sold orotherwise transferred or encumbered by a Participant, except by will or the laws of descent anddistribution. Any attempted assignment of an Award or any other benefit under this Plan inviolation of this Section 9.1 shall be null and void. A Participant may designate in writing abeneficiary (including the trustee or trustees of a trust) who shall upon the death of suchParticipant be entitled to receive all amounts payable under the provisions of Section 6.2 to suchParticipant. A Participant may rescind or change any such designation at any time. No transfer ofan Award by will or by laws of descent and distribution shall be effective to bind the Companyunless the Company shall be furnished with written notice thereof and an authenticated copy of thewill and/or such other evidence as the Committee may deem necessary or appropriate to establish thevalidity of the transfer.Section 9.2 The Company shall have the right to withhold applicable taxes from any Award paymentand to take such other action as may be necessary in the opinion of the Company to satisfy allobligations for withholding of such taxes.If and to the extent any portion of any payment, compensation or other benefit provided toParticipant in connection with Participant’s separation from service (as defined in Section 409A ofthe Code (“Section 409A”)) is determined to constitute “nonqualified deferred compensation” withinthe meaning of Section 409A and Participant is a specified employee as defined in Section409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, suchportion of the payment shall not be paid before the day that is six months plus one day after thedate of separation from service as determined under Section 409A (the “New Payment Date”), exceptas Section 409A may then permit. The aggregation of any payments that otherwise would have beenpaid to Participant during the period between the date of separation from service and the NewPayment Date shall be paid to Participant in a lump sum on such New Payment Date, and any remainingpayment shall be paid on their original schedule.For purposes of this Plan, each amount to be paid shall be construed as a separate identifiedpayment for purposes of Section 409A, and any payments that are due within the “short term deferralperiod” as defined in Section 409A shall not be treated as deferred compensation unless applicablelaw requires otherwise. Neither the Company nor the Participant shall have the right to accelerateor defer the delivery of any such payments except specifically permitted or required by Section409A. This Plan is intended to comply with the provisions of Section 409A and the
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Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in thePlan shall the meanings given such terms under Section 409A if and to the extent required to complywith Section 409A. In any event, the Company makes no representations or warranty and shall have noliability to any Participant or any other person if any provisions of or payments under this Planare determined to constitute deferred compensation subject to Section 409A but not to satisfy theconditions of that section.Section 9.3 No Employee or other person shall have any claim or right to be granted an Award underthis Plan, and there is no obligation for uniformity of treatment of Participant or holders orbeneficiaries of Awards. Neither the Plan nor any action taken thereunder shall be construed asgiving an Employee any right to be retained in the employ of the Company or an Employer and theright of the Company or Employer to dismiss or discharge any such Participant is specificallyreserved. The benefits provided for Participants under the Plan shall be in addition to, and shallin no way preclude, other forms of compensation to or in respect of such Participants. NoParticipant shall have any lien on any assets of the Company or an Employer by reason of any Awardmade under this Plan.Section 9.4 At the discretion of the Committee, the Award payments under this Plan may beconsidered compensation under any deferred compensation plan adopted by the Company after theeffective date of this Plan.Section 9.5 Each Award hereunder shall be evidenced by an Award Certificate that shall be deliveredto the Participant and may specify the terms and conditions of the Award and any rules applicablethereto. In the event of a conflict between the terms of the Plan and any Award Certificate, theterms of the Plan shall prevail.Section 9.6 This Plan and all determinations made and actions taken pursuant thereto, shall begoverned by and construed in accordance with, the laws of the State of Colorado, without givingeffect to conflicts of laws principles.Section 9.7 If any provision of the Plan or any Award is, or becomes, or is deemed to be invalid,illegal, or unenforceable in any jurisdiction or as to any Participant or Award, or woulddisqualify the Plan or any Award under any law deemed applicable by the Committee, such provisionshall be construed or deemed amended to conform to the applicable laws, or if it cannot beconstrued or deemed amended without, in the determination of the Committee, materially altering theintent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,Participant or Award and the remainder of the Plan and any such Award shall remain in full forceand effect.Section 9.8 Neither the Plan nor any Award shall create or be construed to create a trust orseparate fund of any kind or a fiduciary relationship between the Company or any subsidiary oraffiliate of the Company and a Participant or any other person. To the extent that any personacquires a right to receive payments from the Company or any subsidiary or affiliate of the
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Company pursuant to an Award, such right shall be no greater than the right of any unsecuredgeneral creditor of the Company or any subsidiary or affiliate.Section 9.9 This Plan shall be binding upon and inure to the benefit of the Company, its successorand assigns and each Participant and his legal representatives.**Article X — Term of the Plan**Section 10.1 The Plan shall be effective as of June 1, 2000 and shall remain effective until May31, 2010.Section 10.2 No new Awards shall be granted under the Plan after the termination of the Plan.Unless otherwise expressly provided in the Plan or in an applicable Award Certificate, any Awardgranted hereunder may, and the authority of the Board or Committee to amend, alter, adjust,suspend, discontinue, or terminate any such Award or to waive any conditions or rights under anysuch Award shall, continue after the termination of the Plan for so long as Awards remainoutstanding under the Plan.IN WITNESS WHEREOF, the Company has executed this Plan this 4th day of December, 2008, buteffective as of July 1, 2000.       **Westmoreland Coal Company**       By         Title:            ATTEST:                        
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