FOURTH AMENDED & RESTATED EMPLOYMENT AGREEMENT

This Fourth Amended & Restated Employment Agreement ("Agreement"), dated this 17th day of November, 2008, is entered into by and between Alpha Natural Resources Services, LLC, on behalf of itself and its parent entities, subsidiaries and affiliates as may employ Employee from time to time (collectively,   the "Employer"), and Michael J. Quillen ("Employee") and is effective as of January 1, 2006 (the "Effective Date").

WHEREAS, Employer employs Employee pursuant to the terms and conditions set forth in that certain Employment Agreement dated as of January 1, 2003 between Employee and Alpha Natural Resources, LLC, that was assigned to Employer as of December 31, 2003, amended and restated March 31, 2004, January 28, 2005, and March 22, 2006 (as amended on February 26, 2007, the "Third Amended and Restated Agreement"); and

WHEREAS, Employer and Employee desire to amend and restate the Third Amended and Restated Agreement and to continue the employment of Employee by Employer pursuant to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, Employer and Employee agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES :

1.1           Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning as of the Effective Date and continuing through December 31, 2006 (the "Term"), subject to the terms and conditions of this Agreement.  The Term shall be automatically extended for successive 12-month   periods unless either party provides written notice to the other at least 120 days prior to the end of the then current Term of such party's election not to extend the Term except, in the case of retirement, in which Employee shall provide six (6) months advance written notice to the Employer.

1.2           Beginning as of the Effective Date, Employee shall continue to be employed by Employer and be Chief Executive Officer of Alpha Natural Resources, Inc., the indirect parent of Employer ("Alpha Natural Resources"), and shall be nominated for re-election to the Board of Directors (the "Board of Directors") of, Alpha Natural Resources.  Employee shall report to the Board of Directors of Alpha Natural Resources.  Employee shall serve in the assigned positions or in such other executive capacities as may be agreed to, from time to time, between Employee and Employer, the Board of Directors, and/or the Employer Entities (as defined below).  Employee agrees to perform diligently and to the best of Employee's abilities, and in a trustworthy, businesslike and efficient manner, the duties and services pertaining to such

positions as reasonably determined by Employer and the Board of Directors, as well as such additional or different duties and services appropriate to such positions which Employee from time to time may be reasonably directed to perform by the Board of Directors and/or Employer.

1.3           Employee shall at all times comply with, and be subject to, such policies and procedures as Employer and/or the Employer Entities may establish from time to time, including, without limitation, Alpha Natural Resources' Code of Business Conduct (the "Code of Business Conduct").

1.4           Except as expressly approved by the Board of Directors, Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer and the Employer Entities.  Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interest of Employer or any of its parent entities, affiliated subsidiaries and divisions (each an "Employer Entity," or collectively, the "Employer Entities") or requires any significant portion of Employee's business time.  The foregoing notwithstanding, the parties recognize and agree that Employee may engage in passive personal investments and other business activities which do not conflict with the business and affairs of the Employer Entities or interfere with Employee's performance of his duties hereunder.  Employee may not serve on the board of directors of any entity other than an Employer Entity, related industry trade association, public institution, or government appointed public or quasi-public body during the Term without prior approval therefor by the Board of Directors in accordance with Employer's and/or Employer Entities' policies and procedures regarding such service.  Employee shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors.

1.5           Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the best interests of the Employer and the other Employer Entities and to do no act which would, directly or indirectly, injure any such entity's business, interests, or reputation.  It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect Employer, or any Employer Entity, involves a possible conflict of interest.  In keeping with Employee's fiduciary duties to Employer and the Employer Entities, Employee agrees that Employee shall not knowingly become involved in a conflict of interest with Employer or any Employer Entity, or upon discovery thereof, allow such a conflict to continue.  Moreover, Employee shall not engage in any activity that might involve a possible conflict of interest without first obtaining approval in accordance with Employer's and Employer Entities' policies and procedures.

1.6           Nothing contained in this Agreement shall be construed to preclude the transfer of Employee's employment to another Employer Entity ("Subsequent Employer") as of, or at any time after, the Effective Date and no such transfer shall be deemed to be a termination of employment for purposes of Article 3 hereof; provided, however, that, effective with such transfer, all of Employer's obligations hereunder shall be assumed by and be binding upon, and

all of Employer's rights hereunder shall be assigned to, such Subsequent Employer and the defined term "Employer" as used herein and any other terms referring and/or relating to Employer shall thereafter be deemed amended to mean and refer to such Subsequent Employer.  Except as otherwise provided above, all of the terms and conditions of this Agreement, including without limitation, Employee's rights, compensation, benefits and obligations, shall remain in all material respects and taken as a whole, no less favorable to Employee following such transfer of employment.

ARTICLE 2:COMPENSATION AND BENEFITS:

2.1           Employee's base salary during the Term shall be $700,000 (Seven Hundred Thousand Dollars) per annum which shall be paid in accordance with the Employer's standard payroll practice.  Employee's base salary shall be reviewed annually by the Compensation Committee   of the Board of Directors (the "Compensation Committee") or the Board of Directors   and may be increased, in the Compensation Committee's or Board of Directors' sole discretion, from time to time.  Such increased base salary shall become the minimum base salary under this Agreement and may not be decreased thereafter without the written consent of Employee unless otherwise permitted by this Agreement.

2.2           During the Term, Employee shall participate in a bonus plan pursuant to which an annual bonus shall be paid to Employee in an amount to be determined by the Compensation Committee or the Board of Directors, which annual bonus shall be targeted at 100% of Employee's then current base salary (the "Target Bonus"), with a maximum target bonus opportunity of 200% of Employee's then current base salary.  Payment of the bonus shall be made at the same time as bonuses are paid to other senior executive officers in accordance with the applicable plan terms and shall be based on parameters, including, without limitation, performance goals applicable to Employee, and such parameters shall be approved by the Compensation Committee or Board of Directors.

2.3           During the Term, the Employee shall participate in Alpha Natural Resources' long-term incentive plans, including its equity incentive plans, on the terms established from time to time by the Compensation Committee or the Board; provided that, to the extent the Compensation Committee or Board of Directors makes any grants of equity securities under such plans to senior executive officers which report directly to the Employee (collectively, "Direct Reports"), Employee shall receive an equity grant of the same type of security to be granted to such Direct Reports which shall be targeted at 150% of the highest number of such security granted to any Direct Report on a particular grant date and under the same terms and conditions of such award.  Notwithstanding the foregoing, this Section 2.3 shall not apply to any inducement award which the Compensation Committee or Board of Directors determines to make to any potential new employee of Employer.

2.4           The Employee shall participate in Alpha Natural Resources' Retention Compensation Plan, dated November 10, 2005 (the "Retention Compensation Plan") on the same basis, and under the same terms and conditions, as his Direct Reports.

2.5           During the Term, in the event of a Change in Control (as defined below), Employee shall be entitled to receive a lump sum cash payment equal to a pro rata Target Bonus for the year in which the Change in Control occurs, which shall be based on the portion of such year that Employee was employed by Employer prior to the effective date of the Change in Control. Such payment, if any, shall be made no later than 60 days after the effective date of the Change in Control.

2.6           The Employee shall be entitled to at least four (4) weeks paid vacation in each calendar year, or such greater amount of vacation as may be determined in accordance with Employer's vacation policy as in effect from time to time.  The Employee shall also be entitled to all paid holidays given by Employer to its executives.

2.7           During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; provided that such expenses are incurred and accounted for in accordance with Employer's applicable policies and procedures.

2.8           While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer and/or the Employer Entities to all or substantially all of Employer's similarly situated employees.  Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, qualified and non-qualified retirement plans, retiree medical plans and stock option and stock grant programs, if any.  Except as specifically provided in this Agreement, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the terms and conditions of such benefit plans and programs.

2.9           Notwithstanding anything to the contrary in this Agreement, it is specifically understood and agreed that Employer and the Employer Entities shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any incentive, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally.

2.10           Employer shall withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

ARTICLE 3:TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION

3.1           Employee's employment with Employer shall be terminated prior to the end of the Term: (i) upon the death of Employee, (ii) upon Employee's Retirement (as defined below),

(iii) upon Employee's Permanent Disability (as defined below), (iv) at any time by Employer upon written notice to Employee, or (v) by Employee upon 60 days written notice to Employer.

3.2           If Employee's employment is terminated by reason of any of the following circumstances (i), (ii), (iii), or (iv), Employee shall be entitled to receive only the benefits set forth in Section 3.3 below:

(i)            Termination due to Employee's Retirement .  "Retirement" shall mean Employee's retirement at or after normal retirement age (either voluntarily or pursuant to Employer's retirement policy).

(ii)            Termination by Employer for Employer Cause .  Termination of Employee's employment for "Employer Cause" shall mean termination of Employee's employment by Employer for any of the following:  (a) Employee's gross negligence or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement, (b) Employee's final conviction of, or plea of guilty or nolo contendere to, a felony or Employee engaging in fraudulent or criminal activity relating to the scope of Employee's employment (whether or not prosecuted), (c) a material violation of Alpha Natural Resources' Code of Business Conduct, (d) Employee's material breach of any material provision of this Agreement, provided that Employee has received written notice from the Employer and been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, (e) any continuing or repeated failure to perform the duties as requested in writing by the Employee's supervisor(s) or the Board of Directors after Employee has been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, (f) the commission of a felony or crime involving moral turpitude, or (g) conduct which brings Employer and/or the Employer Entities into public disgrace or disrepute in any material respect.  Determination as to whether or not Employer Cause exists for termination of Employee's employment will be made by the Board of Directors.

(iii)            Termination by Employee by Resignation (Other Than for Good Reason) .  Employee's resignation, other than for Good Reason (as defined below), shall mean termination of Employee's employment by Employee's resignation of employment with Employer and any Employer Entity, but not including any termination of employment by Employee for Good Reason as described in Section 3.4(i) or a Termination In Connection With A Change in Control (as defined below) by Employee described in Section 3.7.

(iv)            Election Not to Renew Term by Employee .  Employee elects not to renew the Term pursuant to Section 1.1 of this Agreement.

3.3           If Employee's employment is terminated by reason of Section 3.2 (i), (ii), (iii), or (iv), Employee shall be entitled to each of the following:

(i)           Employee shall be entitled to: (a) any base salary earned, accrued or owing to Employee through the effective date of termination of employment, (b) reimbursement for all reasonable and customary expenses incurred by Employee in performing services for the Employer and/or the Employer Entities prior to the effective date of termination of employment,

(c) payment of vested amounts under the Alpha Natural Resources, Inc. and its Subsidiaries Deferred Compensation Plan (as amended, the "Deferred Compensation Plan"), (d) payment equal to the amount of any accrued, but unused, vacation time, and (e) any individual bonuses or individual incentive compensation not yet paid, but due and payable under Employer's and/or Employer Entities' plans for years prior to the year of Employee's termination of employment; provided that, Employee shall not be entitled to: (1) any bonus or incentive compensation for the year in which he terminates employment unless specifically granted by the Compensation Committee or Board of Directors, or (2) any other payments or benefits by or on behalf of Employer and/or the Employer Entities except for those which may be payable pursuant to the terms of Employer's and/or Employer Entities' employee benefit plans, stock, option, or other equity plans or the applicable agreements underlying such plans. All payments shall be paid no later than 60 days after the effective date of termination of employment, provided, however, that all payments under clause (c) shall be paid in accordance with such plan's terms and all payments under   clause (e) shall be paid no later than the time that such amounts are paid to similarly situated employees in accordance with the applicable plan terms.

(ii)           Except for (i) above, it is specifically understood that all future compensation to which Employee is entitled and all future benefits for which Employee is eligible, shall cease and terminate as of the effective date of termination of employment except, if applicable, retiree medical benefits under the Alpha Natural Resources, LLC and Subsidiaries Retiree Medical Benefit Plan (including any successors thereto, the "Retiree Medical Benefit Plan").

3.4           If Employee's employment is terminated by reason of (i), (ii), (iii), or (iv) below, and, in the case of (i) and (ii), other than a Termination In Connection With A Change in Control, as otherwise provided in Section 3.7, Employee shall be entitled to receive the benefits set forth in Section 3.5 or Section 3.6, as applicable.

(i)            Termination by Employee for Good Reason (Other Than A Termination In Connection With A Change in Control) .  "Good Reason" shall mean a termination of employment by Employee because of: (a) the assignment to Employee of any significant duties materially inconsistent with Employee's status as an officer of Alpha Natural Resources or a substantial diminution in the nature of Employee's responsibilities or Employee's status (including, without limitation, Employee being required to report to any person other than the Board of Directors) (without his prior written consent), (b) a material breach by Employer of any material provision of this Agreement, (c) a relocation of Employer's principal place of business or of Employee's own office assigned to Employee by Employer to a location that increases Employee's normal work commute by more than 50 miles,  or (d) any illegal activity or material   violation of governmental laws, rules or regulations by Employer or the Board of Directors in connection with the Employer Entities; provided, that such illegal activity or material violation has a material adverse effect on Employer and the Employer Entities, taken as a whole, thereby causing a material adverse change in the conditions under which Employee services are to be performed.  In order for Employee to terminate for Good Reason, (a) Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by Employer for 30 days following such notice (the "Notice Period"), and (c) such termination must occur within 60 days after the expiration of the Notice Period.  An across

the-board base salary and/or Target Bonus opportunity reduction and, in the case of base salary, not below the initial base salary set forth in Section 2.1, similarly affecting Employee and all other executives of Employer shall not constitute a material breach of this Agreement by Employer.

(ii)            Employer Termination Without Employer Cause (Other Than A Termination In Connection With A Change in Control) .  Termination of Employee's employment by Employer for any reason other than for Employer Cause including, without limitation, termination due to Employer's election not to renew the Term pursuant to Section 1.1, but not including a Termination In Connection With A Change in Control by Employer described in Section 3.7.

(iii)            Death .  Termination due to the death of Employee.

(iv)            Termination due to Employee's Permanent Disability .  "Permanent Disability" shall mean Employee's physical or mental incapacity to perform his usual duties with such condition likely to remain continuously and permanently as determined by Employer.

3.5           Subject to the provisions of Section 3.7, Section 3.8, and Section 3.9, if Employee's employment is terminated by Employee under Section 3.4(i) or by Employer under Section 3.4(ii), Employee shall be entitled to each of the following:

(i)           Employer shall pay to Employee an amount equal to the sum of:  (a) two (2) times Employee's base salary in effect as of the effective date of termination of employment plus (b) two (2) times Employee's Target Bonus for the year in which the effective date of termination of employment occurs.  Payment shall be made, in lump sum, no later than 60 days after the effective date of termination of employment.

(ii)           Employee shall be entitled to a pro rata share of any individual bonuses or individual incentive compensation, based on the target levels set for such bonuses, under Employer's and/or Employer Entities' plans for the year of Employee's termination of employment based on the portion of such year that Employee was employed by Employer; provided, however, that there shall not be any pro-ration of any amounts payable under the Retention Compensation Plan.  Payment shall be made, in lump sum, no later than 60 days after the effective date of termination of employment.

(iii)           Employee shall be entitled to: (a) any base salary earned, accrued or owing to him under this Agreement through the effective date of termination of employment, (b) any individual bonuses or individual incentive compensation not yet paid, but due and payable under Employer's and/or Employer Entities' plans for years prior to the year of Employee's termination of employment, (c) reimbursement for all reasonable and customary expenses incurred by Employee in performing services for the Employer and/or the Employer Entities prior to the effective date of termination of employment,   (d) payment of vested amounts under the Deferred Compensation Plan, and (e) payment equal to the amount of accrued, but unused, vacation time.  Such payments, if any, shall be made to Employee no later than 60   days after the effective date of termination of employment; provided, however, that all payments under clause

(b) of this Section 3.5(iii) shall be paid no later than the time that such amounts are paid to similarly situated employees in accordance with the applicable plan terms and all payments under clause (d) of this Section 3.5(iii) shall be paid in accordance with such plan's terms.

(iv)           (a)  To the extent permitted by applicable law and the insurance and benefits policies to which Employee is entitled to participate (collectively, "Benefit Plans"), Employer shall maintain Employee's paid coverage for health and dental insurance (through the payment of Employee's COBRA premiums) and life insurance benefits (through the reimbursement of Employee's premiums upon conversion to individual policy and subject to the limitations of Section 3.5(iv)(c)) for the earlier to occur of: (1) Employee obtaining the age of 65, (2) the date Employee is provided by another employer benefits substantially comparable to the benefits provided by the above-referenced Benefit Plans, or (3) with respect to the health and dental benefits, the expiration of the COBRA Continuation Period (as defined below).  During the applicable period of coverage described in the foregoing sentence, Employee shall be entitled to benefits on substantially the same basis as would have otherwise been provided had Employee not been terminated and Employer will have no obligation to pay any benefits to, or premiums on behalf of, Employee after such period ends.  To the extent that such benefits are available under the above-referenced Benefit Plans and Employee had such coverage immediately prior to termination of employment, such continuation of benefits for Employee shall also cover Employee's dependents for so long as Employee is receiving benefits under this paragraph (iv).  The COBRA Continuation Period for medical and dental insurance under this paragraph (iv) shall be deemed to run concurrent with the continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the health care plan.  For purposes of this Agreement, (1) "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (2) "COBRA Continuation Period" shall mean the continuation period for medical and dental insurance to be provided under the terms of this Agreement which shall commence on the first day of the calendar month following the month in which the date of termination falls and generally shall continue for an 18 month period.

(b)  Following the end of the COBRA Continuation Period, in the event the Employee elects to enroll in the Retiree Medical Benefit Plan in accordance with its terms, health insurance benefits shall be provided solely in accordance with the terms of such plan without further obligation by Employer.  If, however, Employee is not able to enroll in the Retiree Medical Benefit Plan because the plan has been terminated, or has been modified to preclude Employee's participation, then Employer will reimburse Employee for the actual cost to Employee of any individual health insurance policy obtained by Employee in accordance with Section 3.5(iv)(c).

(c)  Employee shall be entitled to reimbursement of life insurance premiums as provided under Section 3.5(iv)(a), and to the extent reimbursements are required under Section 3.5(iv)(b), in accordance with and subject to the following limitations and provisions: (1) reimbursement will be available only to the extent such expense is actually incurred for any particular calendar year and reasonably substantiated; (2) reimbursement shall be made no later than the end of the calendar year following the year in which such expense is

incurred by Employee; and (3) no reimbursement will be provided for any expense incurred following the 24th month anniversary of the effective date of termination of employment or for any expense which relates to insurance coverage after such date. Notwithstanding the foregoing, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

(v)           Employer shall pay to Employee a lump sum cash payment of $15,000 in order to cover the cost of outplacement assistance services for Employee and other expenses associated with seeking another employment position. Payment shall me made, in lump sum, no later than 60 days after the effective date of termination of employment

3.6           If Employee's employment is terminated by reason of Section 3.4(iii) or (iv), Employee's estate, in the case of death, or Employee (or his legal guardian), in the case of Permanent Disability, shall be entitled to payment of: (a) any base salary earned, accrued or owing to Employee's estate or Employee (or his legal guardian), as applicable, through the effective date of termination of employment, (b) any individual bonuses or individual incentive compensation not yet paid but due and payable under Employer's and/or Employer Entities' plans for years prior to the year of Employee's termination of employment, (c) a pro rata share of any individual bonuses or individual incentive compensation, based on the target levels set for such bonuses, under Employer's and/or Employer Entities' plans for the year of Employee's termination of employment based on the portion of such year that Employee was employed by Employer; provided, however, that there shall not be any pro-ration of any amounts payable under the Retention Compensation Plan, (d) all reasonable and customary expenses incurred by Employee in performing services for the Employer and/or the Employer Entities prior to the effective date of termination of employment, (e) vested amounts under the Deferred Compensation Plan, (f) the amount of accrued, but unused, vacation time, and (g) participation in the Retiree Medical Benefit Plan, if applicable, and in the event of Employee's death, Employee's spouse shall be entitled to any benefits which she is eligible to receive under such plan.  All payments shall be paid no later than 60 days after the effective date of termination of employment; provided, however, that all payments under clause (b) shall be paid no later than the time that such amounts are paid to similarly situated employees in accordance with the applicable plan terms and all payments under clause (e) shall be paid in accordance with such plan's terms.

3.7            Involuntary Termination In Connection with a Change in Control .  In the event the Employee's employment is terminated during the 90-day period immediately preceding a Change in Control, or on or within the one-year period immediately following a Change in Control (a "Termination In Connection With A Change In Control") by: (i) the Employee for Good Reason or (ii) the Employer other than (a) for Employer Cause, (b) due to the Employee's death or (c) due to Permanent Disability, the Employee shall be entitled to receive the benefits set forth in Section 3.8.  For purposes of this Agreement, "Change in Control" shall mean the occurrence of any of the following after the date of this Agreement: (a) any merger, consolidation or business combination in which the stockholders of Alpha Natural Resources immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (b) the sale of all or

substantially all of Alpha Natural Resources' assets in a single transaction or a series of related transactions, (c) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding common stock of Alpha Natural Resources by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), (d) the stockholders of Alpha Natural Resources approve any plan for the dissolution or liquidation of Alpha Natural Resources, or (e) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha Natural Resources before such election or their nominees cease to constitute a majority of Alpha Natural Resources' Board of Directors.

3.8           Subject to the provisions of Section 3.9, if Employee's employment is terminated pursuant to Section 3.7, Employee shall be entitled to each of the following:

(i)           Employer shall pay to Employee a lump sum cash payment equal to (a) three (3) times Employee's base salary in effect as of the effective date of termination, plus (b) three (3) times Employee's Target Bonus for the year in which the effective date of the termination occurs.  Payment shall be made, in lump sum, no later than 60 days after the effective date of termination of employment.

(ii)           Employee shall be entitled to a pro rata share of any individual bonuses or individual incentive compensation, based on the target levels set for such bonuses, under Employer's and/or Employer Entities' plans for the year of Employee's termination of employment based on the portion of such year that Employee was employed by Employer; provided, however, that there shall not be any pro-ration of any amounts payable under the Retention Compensation Plan.  Payment shall be made, in lump sum, no later than 60 days after the effective date of termination of employment.

(iii)           Employee shall be entitled to: (a) any base salary earned, accrued or owing to him under this Agreement through the effective date of termination of employment, (b) any individual bonuses or individual incentive compensation not yet paid, but due and payable under Employer's and/or Employer Entities' plans for years prior to the year of Employee's termination of employment, (c) reimbursement for all reasonable and customary expenses incurred by Employee in performing services for the Employer and/or the Employer Entities prior to the effective date of termination of employment,   (d) payment of vested amounts under the Deferred Compensation Plan, and (e) payment equal to the amount of accrued, but unused, vacation time.  Such payments, if any, shall be made to Employee no later than 60   days after the effective date of termination of employment; provided, however, that all payments under clause (b) shall be paid no later than the time that such amounts are paid to similarly situated employees in accordance with the applicable plan terms and all payments under clause (d) shall be paid in accordance with such plan's terms.

(iv)           (a)  To the extent permitted by applicable law and the Benefit Plans, Employer shall maintain Employee's paid coverage for health and dental insurance (through the payment of Employee's COBRA premiums) and life insurance benefits (through the reimbursement of Employee's premiums upon conversion to individual policy and subject to Section 3.8(iv)(c)) for the earlier to occur of: (1) Employee obtaining the age of 65, (2) the date

Employee is provided by another employer benefits substantially comparable to the benefits provided by the above-referenced Benefit Plans, or (3) with respect to the health and dental benefits, the expiration of the COBRA Continuation Period.  During the applicable period of coverage described in the foregoing sentence, Employee shall be entitled to benefits on substantially the same basis as would have otherwise been provided had Employee not been terminated and Employer will have no obligation to pay any benefits to, or premiums on behalf of, Employee after such period ends.  To the extent that such benefits are available under the above-referenced Benefit Plans and Employee had such coverage immediately prior to termination of employment, such continuation of benefits for Employee shall also cover Employee's dependents for so long as Employee is receiving benefits under this paragraph (iv).  The COBRA Continuation Period for medical and dental insurance under this paragraph (iv) shall be deemed to run concurrent with the continuation period federally mandated by COBRA (generally 18 months), or any other legally mandated and applicable federal, state, or local coverage period for benefits provided to terminated employees under the health care plan.

(b)  Following the end of the COBRA Continuation Period, in the event the Employee elects to enroll in the Retiree Medical Benefit Plan in accordance with its terms, health insurance benefits shall be provided solely in accordance with the terms of such plan without further obligation by Employer.  If, however, Employee is not able to enroll in the Retiree Medical Benefit Plan because the plan has been terminated, or has been modified to preclude Employee's participation, then Employer will reimburse Employee for the actual cost to Employee of any individual health insurance policy obtained by Employee in accordance with Section 3.8(iv)(c).

(c)  Employee shall be entitled to reimbursement of life insurance premiums as provided under Section 3.8(iv)(a), and to the extent reimbursements are required under Section 3.8(iv)(b), in accordance with and subject to the following limitations and provisions: (1) reimbursement will be available only to the extent such expense is actually incurred for any particular calendar year and reasonably substantiated; (2) reimbursement shall be made no later than the end of the calendar year following the year in which such expense is incurred by Employee; and (3) no reimbursement will be provided for any expense incurred following the 36th month anniversary of the effective date of termination of employment or for any expense which relates to insurance coverage after such date. Notwithstanding the foregoing, no reimbursement provided for any expense incurred in one taxable year will affect the amount available in another taxable year, and the right to this reimbursement is not subject to liquidation or exchange for another benefit.

(v)           If applicable, Employer shall pay to Employee a lump sum cash payment equal to the difference between the present value of the Employee's accrued pension benefits on the effective date of Employee's termination under any qualified defined benefit plan and (if eligible) supplemental retirement plan (together, the "pension plans") sponsored by Employer or any Employer Entity and the present value of the accrued pension benefits to which the Employee would have been entitled under the pension plans if Employee had continued participation in those plans for the 36-month period after the effective date of Employee's termination. Such amount shall be determined based on an average of the amount contributed by Employee in the two (2) years prior to the effective date of Employee's termination. Payment