EMPLOYMENT AGREEMENT

<PAGE>

EXHIBIT 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 14th day of

March, 2005 (the "Effective Date"), by and between Bennett K. Hatfield

("Executive") and International Coal Group, Inc. (the "Company"), a Delaware

corporation.

RECITALS:

A. ICG desires to employ Executive, and Executive desires to be employed

by ICG, under the terms and conditions of this Agreement.

B. The Board of Directors has also determined that it is in the best

interests of the stockholders and ICG to promote stability among key officers.

IN CONSIDERATION OF THE FOREGOING, the mutual covenants contained herein,

and other good and valuable consideration, receipt of which is hereby

acknowledged, the parties agree as follows:

1. DEFINITIONS.

1.1 "ACCOUNTANTS" has the meaning set forth in Section 10.7(B)(i).

1.2 "ANNUAL BONUS" has the meaning set forth in Section 5.2.

1.3 "APPLICANT VIOLATOR SYSTEM" has the meaning set forth in Section 12.4.

1.4 "BASE SALARY" has the meaning set forth in Section 5.1.

1.5 "BOARD" or "BOARD OF DIRECTORS" means the board of directors of the

Company.

1.6 "CAUSE" means (A) the commission by Executive of (i) a felony or (ii)

any serious crime involving fraud, dishonesty or breach of trust; (B) gross

negligence or intentional misconduct by Executive with respect to ICG or in the

performance of his duties to ICG; (C) failure to follow a reasonable, lawful and

specific direction of the Board of Directors; (D) failure by Executive to

cooperate in any corporate investigation; or (E) breach by Executive of any

material provision of this Agreement, which breach is not corrected by Executive

within ten (10) calendar days after receipt by Executive of written notice from

ICG of such breach. For purposes of this definition, no act or failure to act by

the Executive shall be considered "intentional" unless done or omitted to be

done by the Executive in bad faith and without reasonable belief that the

Executive's action or omission was in the best interests of ICG.

1.7 "CHANGE IN CONTROL" means that (A) WL Ross & Co. LLC's percentage of

Company Stock held (9.2% on the Effective Date) is reduced by 50% or more solely

as a result of a sale by WL Ross & Co. LLC of Company Stock, or (B) a person or

entity acquires 40% or more of Company Stock after which the individuals who

constitute the Board immediately prior to such acquisition cease for any reason

to constitute at least a majority thereof.

1.8 "CODE" has the meaning set forth in Section 5.3(B).

-1-

<PAGE>

1.9 "COMPANY STOCK" has the meaning set forth in Section 5.3(A)(i).

1.10 "COVERED PAYMENTS" has the meaning set forth in Section 10.7(A).

1.11 "DISABILITY" or "DISABLED" means the absence of Executive from

Executive's duties with the Company on a full time basis for 180 consecutive

business days as a result of incapacity due to mental or physical illness that

is determined to be total and permanent by a physician selected by the Company

or its insurers and reasonably acceptable to Executive or Executive's legal

representative.

1.12 "EBITDA" has the meaning set forth in Section 5.2.

1.13 "EXCISE TAX" has the meaning set forth in Section 10.7(A).

1.14 "EXCISE TAX REIMBURSEMENT" has the meaning set forth in Section

10.7(A).

1.15 "GOOD REASON" means the termination of Executive's employment by

Executive pursuant to Section 9.2, such written notice being given within thirty

(30) days of the occurrence of any of the following events:

(A) involuntary reduction in Executive's Base Salary unless with

Executive's consent such reduction occurs simultaneously with a reduction

in officers' salaries generally applicable on a company-wide basis;

(B) involuntary discontinuance or reduction in Executive's Annual

Bonus award opportunities unless with Executive's consent such

discontinuance or reduction occurs simultaneously with a generally

applicable company-wide reduction or elimination of all officers' bonus

awards occurs simultaneously with such discontinuance or reduction;

(C) involuntary discontinuance of Executive's participation in any

employee benefit plan or plans maintained by ICG unless such plan(s) are

discontinued by reason of law or loss of tax deductibility to ICG with

respect to contributions to such plan(s), or with Executive's consent such

discontinuance occurs as a matter of ICG policy applied equally to all

participants in such plan(s) that are in the same classification of

employees as Executive;

(D) failure to obtain an assumption of ICG's obligations under this

Agreement by any successor to ICG, regardless of whether such entity

becomes a successor to ICG as a result of a merger, consolidation, sale of

assets of ICG, or other form of reorganization, except when the rights and

obligations of ICG under this Agreement are vested in the successor to ICG

by operation of law;

(E) failure of there to be an Initial Public Offering within

twenty-four (24) months of the Effective Date;

(F) a Change in Control;

-2-

<PAGE>

(G) involuntary relocation of Executive's primary office to a

location more than fifty (50) miles from the location mutually agreed to

by Executive and the Company pursuant to Section 8.6 of this Agreement;

and

(H) material reduction of Executive's duties and authority as set

forth in Section 3 of this Agreement as in effect on the Effective Date.

1.16 "GUIDANCE" has the meaning set forth in Section 14.3.

1.17 "ICG" means International Coal Group, Inc. and each of the affiliates

of International Coal Group, Inc. (meaning any entity that directly, or

indirectly through one or more intermediaries, controls, is controlled by, or is

under common control with, International Coal Group, Inc.), along with all

successors and assigns of each of such entities.

1.18 "INITIAL PUBLIC OFFERING" or "IPO" means an initial offering of

common stock of ICG that is completed by the sale of such shares pursuant to

ICG's first effective registration statement for the sale of shares filed under

the Securities Act of 1933, as amended.

1.19 "IRS" means the Internal Revenue Service.

1.20 "PLAN" means the International Coal Group, Inc. 2005 Management

Equity Incentive Compensation Plan or if such plan has not been adopted as of

the Effective Date, such plan as subsequently adopted which shall contemplate

the equity grants set forth in Section 5.3.

1.21 "PROTECTED EMPLOYEE" has the meaning set forth in Section 11.2.

1.22 "TARGETED ANNUAL BONUS" has the meaning set forth in Section 5.2.

1.23 "TERM" has the meaning set forth in Section 4.

1.24 "TERMINATION DATE" means the date on which the termination of

Executive's employment with ICG becomes effective.

2. EMPLOYMENT.

ICG hereby employs Executive, and Executive hereby accepts employment,

according to the terms and conditions set forth in this Agreement and for the

period specified in Section 4 of this Agreement.

3. DUTIES.

(A) During the Term, Executive shall serve as President and Chief

Executive Officer of the Company, and agrees to serve as an officer,

director and/or employee of such affiliates of ICG in accordance with

reasonable and lawful directions from ICG's Board of Directors and in

accordance with ICG's Articles of Incorporation and Bylaws, as both may be

amended from time to time. Executive will report directly to the Board of

Directors, and its Chairman.

-3-

<PAGE>

(B) The Board of Directors will elect Executive as a director of the

Company, effective no later than March 31, 2005. During the Term, the

Company shall use its best efforts to re-nominate and elect Executive as a

director of the Company upon the expiration of his initial term as a

member of the Board of Directors.

(C) While Executive is employed by ICG as a full-time employee,

Executive shall serve ICG, faithfully, diligently, competently and to the

best of his ability, and will exclusively devote his full time, energy and

attention to the business of ICG and to the promotion of its interests.

Executive shall not, without the written consent of the Board of Directors

either render services to or for any person, firm, corporation or other

entity or organization in exchange for compensation, regardless of the

form in which such compensation is paid and whether or not it is paid

directly or indirectly to Executive, or serve as a board member, director

or trustee of any corporation or organization regardless of whether

Executive is paid for such services. Nothing in this Section 3 shall

preclude Executive from managing his personal investments and affairs,

provided that such activities in no way interfere with the proper

performance of his duties and responsibilities as President and Chief

Executive Officer.

(D) Executive shall develop and present to the Board for review and

approval an incentive and perquisite benefit program for senior executive

officers of the Company.

(E) Subject to approval by the Board of Directors, Executive may by

June 30, 2005, make reasonable modifications to the forecasted 2005 EBITDA

and further in a timely manner make forecasts for subsequent years EBITDA

which if reasonable shall be the basis for Executive's Annual Bonus.

(F) Subject to the direction of the Board of Directors, Executive

shall have powers as are typically granted to a Chief Executive Officer of

a corporation engaged in a similar business to Company (including, without

limitation, the power to make decisions with respect to hiring and

termination of employees).

4. TERM OF EMPLOYMENT.

Subject to Article 9, the term of this Agreement (the "Term") shall

commence on Executive's first day of employment with ICG which shall be mutually

agreed to by ICG and Executive but in any event no later than April 1, 2005. The

Term shall end on March 31, 2008. The Term shall automatically be extended by

one (1) year on each March 31, beginning March 31, 2007, unless not later than

December 31 of each year, beginning December 31, 2006, ICG notifies Executive,

or Executive notifies ICG, that it or he, as the case may be, does not desire to

have the Term extended. For example, if such notice of non-extension is not

given by December 31, 2006, the Term of this Agreement shall automatically be

extended to March 31, 2009.

5. COMPENSATION.

5.1 BASE SALARY. While employed under this Agreement, Executive will

receive as his compensation for the performance of his duties and obligations to

ICG under this Agreement a Base Salary of Five Hundred Thousand Dollars

($500,000) per year, which will be payable in such installments established by

ICG for all salaried employees, and which will be subject to

-4-

<PAGE>

annual review for purposes of salary increases by the Board of Directors or any

committee designated by the Board of Directors (the base salary, as it may be

increased from time to time, is referred to herein as the "Base Salary").

5.2 BONUS. In addition to his Base Salary, Executive will be entitled to a

performance-based annual cash bonus (the "Annual Bonus"), which will be paid as

soon as practicable following the determination by the Board of Directors of the

amount of such Annual Bonus following preparation of ICG's financial results for

the year in question. Executive will be eligible for the "Targeted Annual

Bonus," if ICG's earnings before interest, taxes, depreciation and amortization

("EBITDA") is between 90% and 110% of ICG's forecasted EBITDA; provided,

however, that the Annual Bonus awarded will increase by 2% of variance above

110% or decrease by 2% of variance below 90%. For 2005, the Targeted Annual

Bonus amount will be Seven Hundred Thousand Dollars ($700,000). The Targeted

Annual Bonus for the remainder of the Term will be 200% of Base Salary. The

Annual Bonus payable for 2005 and 2006 will not be less than Five Hundred

Thousand Dollars ($500,000) per year.

5.3 EQUITY COMPENSATION.

(A) Pursuant to the terms of the Plan and award agreements

thereunder, within seven days of the Effective Date, ICG will grant

Executive the following equity awards:

(i) Options to purchase a number of shares of common stock of

the Company ("Company Stock") determined by dividing $3.5 million by

the fair market value per share of the Company Stock on the date of

grant. The exercise price for each option shall be the fair market

value of the Company Stock on the date of grant. All such options

will vest 25% on the issuance date and 25% annually on each of the

first, second and third anniversaries of the Effective Date.

(ii) A grant of 206,250 restricted shares of Company Stock.

The restrictions on such shares of Company Stock will lapse

one-third (1/3) annually on each of the first, second and third

anniversaries of the Effective Date. If 206,250 multiplied by the

average sales price per share of Company Stock of any IPO during the

Term is less than $2.0625 million, then Executive shall be granted

additional restricted shares of Company Stock so that the total

value of the Company Stock (based upon the average sales price per

share of Company Stock in the IPO) granted under this Section

5.3(A)(ii) equals $2.0625 million. The restrictions on such

additional restricted shares of Company Stock will lapse one-third

(1/3) annually on each of the first, second and third anniversaries

of the Effective Date.

(iii) A grant of 68,750 unrestricted shares of Company Stock.

If 68,750 multiplied by the average sales price per share of Company

Stock of any IPO during the Term is less than $687,500, then

Executive shall be granted additional shares of Company Stock so

that the total value of the Company Stock (based upon the average

sales price per share of Company Stock in the IPO) granted under

this Section 5.3(A)(iii) equals $687,500.

-5-

<PAGE>

(B) Provided that Executive shall make timely elections under

Section 83(b) of the Internal Revenue Code of 1986, as amended (the

"Code"), the Company will pay Executive an income tax "gross-up" payment

such that Executive will be made whole for the federal and state income

and employment tax impact of the equity compensation vesting of the grants

provided for in Sections 5.3(A)(ii) and (iii) and the gross-up payment

contemplated herein.

(C) Any unvested grants pursuant to Sections 5.3(A)(i) and (ii) will

accelerate and vest if: (i) there occurs a Change in Control; (ii) ICG has

had an underwriting of not less than $100 million of equity and Company

Stock has become listed and traded on a registered securities exchange

(NYSE, AMEX or NASDAQ) for thirty (30) consecutive trading days at 150% or

more of the price of Company Stock upon an Initial Public Offering; (iii)

Executive's employment is terminated other than for Cause or terminates

with Good Reason; or (iv) Wilbur L. Ross ceases to serve as chairman of

the Board of Directors.

5.4 SIGN ON BONUS PAYMENT. As soon as reasonably practicable, but not

later than thirty (30) days after the Effective Date, ICG will pay to Executive

One Hundred Eight Thousand Three Hundred Eleven Dollars ($108,311) to compensate

Executive for incentive compensation lost by virtue of his resignation of

employment from his prior employer.

5.5 ADDITIONAL TERM LIFE INSURANCE. In addition to any life insurance

provided to Executive under Section 8.1, Company shall commencing on the

Effective Date pay the premiums for a period of 120 months on a $3 million term

life insurance policy on Executive from a company mutually agreed to by Company

and Executive, which policy is to be owned by Executive's designee.

6. WITHHOLDING.

All compensation payable to Executive shall be paid net of amounts

withheld for federal, state, municipal or local income taxes, Executive's share,

if any, of any payroll taxes and such other federal, state, municipal or local

taxes as may be applicable to amounts paid by an employer to its employee or to

the employer/employee relationship.

7. PURCHASE OF COMPANY STOCK.

Within forty-five (45) days of the Effective Date, Executive, using his

own funds, shall purchase and the Company shall sell, 25,000 shares of Company

Stock at $8 per share. Executive shall pay for such shares in cash. Should this

purchase be deemed a bargain purchase, Company shall pay to Executive an income

tax "gross-up" payment such that Executive will be made whole for the federal

and state income and employment tax impact of the bargain purchase element and

the gross-up payment contemplated herein.

8. OTHER BENEFITS OF EMPLOYMENT.

8.1 EMPLOYEE BENEFITS. Executive will be entitled to participate in such

hospitalization, life insurance, long and short term disability, 401(k) and

other employee benefit plans and programs, if any, as may be adopted by ICG from

time to time, in accordance with the

-6-

<PAGE>

provisions of such plans and programs and on the same basis as other full-time

salaried employees of ICG who participate in such employee benefit plans (except

to the extent that the benefits provided under any of such plans or programs are

expressly offset by any of the benefits provided under or pursuant to this

Agreement).

8.2 EXECUTIVE BENEFITS. Executive shall be entitled to participate in any

employee benefit adopted by ICG for executive level employees. At a minimum for

Executive, such benefits shall include a company automobile consistent with

ICG's then policy on company automobiles; participation in such deferred

compensation arrangements as may be approved by the Board; reasonable retirement

planning services; reasonable financial and tax preparation services; and the

use of private aircraft for business purposes as appropriate. The Company shall

pay to Executive an income tax "gross-up" payment such that Executive will be

made whole for the federal and state income tax impact of any taxable executive

benefits provided hereunder and the gross-up payment contemplated herein;

provided, however, that the Company shall not be responsible for any tax impact

to Executive as a result of Section 409A of the Code.

8.3 STOCK BASED AWARDS. Executive shall be eligible to receive grants of

stock options, performance units, stock appreciation rights, restricted stock,

deferred shares, and other stock-based awards in accordance with the provisions

of the Plan or other stock-based award or long-term incentive plan that ICG may

adopt or amend or supersede from time to time. The terms of such grants shall be

determined by the Board of Directors (or its designee as provided in the Plan or

as appointed by the Board of Directors) in accordance with the Plan; provided,

however, that notwithstanding any provision of the Plan to the contrary, in the

event of (i) any termination of Executive's employment for any reason other than

for Cause pursuant to Section 9.1, or (ii) termination of employment for Good

Reason pursuant to Section 9.2, any stock-based award granted to Executive prior

to such Termination Date shall immediately vest and be exercisable by or issued

to the Executive under the Plan.

8.4 TAXES AND WITHHOLDING. Executive shall be responsible for paying all

federal, state, municipal or local taxes payable by him with respect to any

benefits provided under this Section 8, and ICG will, when required by law or

when otherwise appropriate or customary, withhold from the benefits or other

compensation amounts sufficient to satisfy such taxes, unless taxes are to be

paid by ICG as set forth in the provisions of this Agreement.

8.5 REIMBURSEMENT OF EXPENSES.

(A) Following submission of appropriate documentation in accordance

with its policies in effect from time to time, ICG will pay or reimburse

Executive for all business expenses which Executive incurs in performing

his duties under this Agreement, including, but not limited to, travel,

entertainment, professional dues and subscriptions, and all dues, fees,

and expenses associated with membership in various professional, business,

and civic associati