Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan DIRECTOR DEFERRED COMPENSATION AGREEMENT

This Director  Deferred  Compensation  Agreement , as amended (this “Agreement”), is entered into by and between Alpha Natural Resources, Inc. , a Delaware corporation (the “Company”), and __________________________ (“Director”), effective ____________.

WHEREAS , the Company has established the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (the “Plan”) to advance the interests of the Company and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of the Company and any parent, subsidiary or affiliate of the Company.  All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

WHEREAS , the Board of Directors of the Company (the “Board”) has authorized the grant by the Company to Non-Employee Directors of the Board, in consideration for serving on the Board and, in the case of (iv) and (v) below, as applicable, committees of the Board, the following cash compensation: (i) an annual cash retainer (“Annual Board Retainer”); (ii) in the case of the Lead Independent Director, an annual cash retainer (the "Annual Lead Director Retainer"); (iii) fees for attending Board meetings (“Board Meeting Fees”); (iv) an annual cash retainer for serving as the chairman of a committee of the Board (“Annual Committee Chair Retainer”); and (v) fees for attending Board committee meetings (“Committee Meeting Fees”, and together with the Annual Board Retainer, Annual Lead Director Retainer, Board Meeting Fees and Annual Committee Chair Retainer, “Compensation”);

WHEREAS , pursuant to Section 11 of the Plan, a Non-Employee Director may elect to defer delivery of Compensation that would otherwise be payable to the Non-Employee Director under the Plan, with the permission of and on such terms as are established by the Committee (as such term is defined in the Plan) in its discretion;

WHEREAS , the Committee has determined that a Non-Employee Director may elect to defer the receipt of such Compensation, on the terms set forth in this Agreement, by entering into this Agreement and executing and delivering to the Company an Election Form (as defined below) to that effect;

WHEREAS , Director is a Participant for purposes of the Plan;

WHEREAS , the Company and Director desire to establish the terms upon which Director may elect to defer all or a portion of his or her Compensation;

WHEREAS , the Company and Director desire to clarify, amend and restate the terms and conditions under which deferrals, including prior deferrals, are governed; and

WHEREAS , pursuant to the provisions of the Plan, the Committee or its Designated Administrator has full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of the Company, and has authorized the execution and delivery of this Agreement.

NOW , THEREFORE , in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Section 1.  Election to Defer .  Director may elect to defer, in accordance with the terms set forth in Section 2 of this Agreement, receipt of up to 100% of  the Compensation payable to him or her until the date of a distribution event described in Section 4.  If such an election is made, the Compensation shall, at the election of the Director, either be credited to the Cash Account (as defined below) established for the Director, or credited to the Director’s Share Unit Account, and converted to Share Units pursuant to Section 3 of this Agreement.

Section 2.   Deferral Election and Election Form .  Director may make an election to defer up to 100% of  the Compensation payable to him or her by completing and delivering an election form in the form attached hereto as Exhibit A (the “Election Form”) to the Company.  An Election Form delivered to the Company with respect to Compensation shall indicate whether the amount of such Compensation shall be credited to the Director’s Cash Account or Share Unit Account; provided , that if an Election Form delivered to the Company with respect to Compensation does not indicate whether the amount of such Compensation shall be credited to the Director’s Cash Account or Share Unit Account, the amount of such Compensation shall be credited to the Director’s Cash Account.  An Election Form effective for Compensation payable to he Director must be delivered to the Company prior to the first day of the calendar year in which the Director's annual service period begins and shall apply only to Compensation earned and otherwise payable for service periods beginning after the end of the calendar year in which such Election Form is delivered to the Company.  If, however, the Director is newly eligible to participate in the Plan, the Director may make an election and deliver the Election Form to the Company within 30 days after the date on which Director initially became eligible to defer such Compensation and otherwise participate in the Plan; provided, however, any such  Election Form will apply only to Compensation earned and payable after the date on which the Election Form is delivered to the

Company.  An Election Form will remain in effect from year to year and be irrevocable unless otherwise changed in a timely manner; provided, however, if the Director suffers a disability, receives a distribution on account of Unforeseeable Emergency or dies, the Director's deferral election shall be cancelled.  For purposes of this Section, a disability refers to any medically determinable physical or mental impairment resulting in the Director’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.  A new Election Form shall apply only to Compensation earned and otherwise payable for service periods beginning in calendar years after the last day of the calendar year in which the revised Election Form is delivered to the Company.

Section 3.  Director Accounts .

(a)   Share Unit Accounts .

(i)           Compensation deferred and elected by the Director to be credited to the Director’s Share Unit Account, as provided in the Election Form delivered to the Company pursuant to Section 2 of this Agreement, shall be credited to the Director’s share unit bookkeeping account (the “Share Unit Account”).  The amount so credited to each Share Unit Account shall be equal to the amount of such Compensation, converted as of the payment dates established by the Committee into share units (the “Share Units”) equivalent to whole Shares based on the Fair Market Value of a Share on such payment date.  For purposes of this Agreement, “Fair Market Value” shall mean the closing price per share of the Company’s common stock as reported on The New York Stock Exchange, or if such date is not a regular trading date on such exchange, on the next following regular trading date.  The number of Share Units for full Shares so determined shall be credited to the Director’s Share Unit Account.  Any unconverted balance remaining in the Director’s Share Unit Account after such conversion, together with other subsequent credits of deferred Compensation thereto, shall be converted into Share Units to the extent possible on the next designated payment date.

(ii)           Additional credits shall be made to the Director’s Share Unit Account equal to the cash dividends (or the fair market value of dividends paid in property other than Shares) that the Director would have received had he or she been the owner on each cash dividend record date of a number of Shares equal to the number of Share Units in his or her Share Unit Account on such date.  In the case of a dividend paid in Shares or a common stock split, additional credits will be made to a Director’s Share Unit Account of a number of Share Units equal to the number of full Shares that the Director would have received had he or she been the owner on each record date of a number of Shares equal to the number of Share Units in his or her Share Unit Account on such date.  Any cash dividends (or dividends paid in property other than Shares) shall be distributed to the Director on or before December 31 of each year, as applicable.  In the event of a stock split, stock dividend, reclassification, reorganization, redesignation, or other change in the Company’s capitalization, the number of Share Units in the Director’s

Share Unit Account shall be proportionately adjusted or substituted to reflect such change.

(b)   Cash Accounts .  Compensation deferred and elected by the Director to be credited to the Director’s Cash Account, as provided in the Election Form delivered to the Company pursuant to Section 2 of this Agreement, shall be credited as a dollar amount to the Director’s cash bookkeeping account (the “Cash Account”).  The amount so credited to each Cash Account shall be equal to the amount of the Compensation on the payment dates therefor specified by the Committee.  Interest on the amount of the Cash Account shall be credited thereto as of the last day of each calendar quarter and shall accrue at the rate of the Moody's AAA corporate bond rate or such other rate as approved by the Board and/or Committee.

(c)   Book-entry Accounts .  Each Share Unit Account and Cash Account (together, the “Director Accounts”) shall be maintained on the books of the Company until full payment of the balance thereof has been made to the applicable Director (or the beneficiaries of a deceased Director) as provided under the terms of this Agreement.  No funds shall be set aside or earmarked for any Director Account, which shall be purely a bookkeeping device.

Section 4.    Distribution of Director Accounts .

(a)   Distribution of Share Unit Accounts .  Upon the Director’s Separation from Service (as defined below), the Company shall distribute the Director’s Share Unit Account to the Director in the form of Shares (which may be originally issued Shares or treasury Shares held by the Company or one or more of its subsidiaries) in a lump sum on the six month anniversary of the date the Director Separates from Service (or, if sooner, the date of the Director's death).

(b)   Distribution of Cash Accounts .  Upon the Director’s Separation from Service, the Company shall distribute the Director’s Cash Account to the Director in the form of cash in a lump sum on the six month anniversary of the date the Director Separates from Service (or, if sooner, the date of the Director's death).

(c)   Special Circumstances .

(i)           Notwithstanding any provision herein to the contrary, the Director shall receive the value of his Director Accounts (Share Units to be valued at the then fair market value as determined by the Board) in a single lump sum cash payment, on or within 30 days of, the date of any of the following events (each, a "Change in Control"):

(A)           a person, or several persons acting as a group, acquires more than 50% of the outstanding stock of the Company (which stock remains outstanding), measured by voting power or fair market value; persons will not be considered to be “acting as a group” solely because they purchase or own stock of

the same corporation at the same time, or as a result of the same public offering; persons will be considered to be “acting as a group” if they are owners of an entity that enters into a merger, consolidation, reorganization, or purchase or acquisition of stock, in which the Company is not the surviving entity, or as otherwise provided in the applicable guidance issued under Section 409A;

(B)           a person, or several persons acting as a group, acquires, during any 12-month period ending on the date of the most recent acquisition by such person or persons, 30% or more of the outstanding voting stock of the Company;

(C)           a majority of the members of the Board are replaced during any 12-month period by members whose appointment or election is not endorsed by a majority of the members of the Board before the date of appointment or election; or

(D)           a person, or several persons acting as a group, acquires (or has acquired during any 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or greater than 40% of the total gross fair market value of the Company’s assets immediately prior to such acquisition or acquisitions; “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 (ii)           Notwithstanding any provision herein to the contrary, the Director may apply to the Committee or Designated Administrator for a lump sum distribution from the Director Accounts upon the occurrence of an Unforeseeable Emergency (as defined below).  Amounts distributed in the case of an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes and penalties reasonably anticipated as a result of such distribution. In making the forgoing determination, the Committee or Designated Administrator shall consider the extent to which the Director’s financial hardship resulting from the Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of his or her assets (to the extent such liquidation would not itself cause severe financial hardship).  For purposes of this Agreement, “Unforeseeable Emergency” means that the Director experiences a severe financial hardship resulting from one of the following:  an illness or accident of the Director, his or her spouse, beneficiary or dependent (as defined in Sec. 152(a) of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); the need to pay for the funeral expenses of a spouse, beneficiary or dependent (as defined above); loss of the Director’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising from events beyond the Director’s control.

(d) Manner of Payment/Beneficiary Designation .

Upon distribution pursuant to this Section 4, the Company, or its designee, shall deliver to the Director a certificate, or other evidence of ownership, representing a number of Shares equal to the number of Share Units in the Director’s Share Unit Account, registered in the name of such Director (or his or her beneficiaries), and any remaining cash shall be distributed to the Director (or his or her beneficiaries), together with the cash distributed from the Cash Account.  In the event of the Director’s death, payment of any amount due under this Agreement shall be made to the beneficiary or beneficiaries designated by the Director in a writing delivered to the Company.  If the Director fails to designate a beneficiary, payment of any amount due under the Agreement shall be made to the duly appointed and qualified executor or other personal representative of the Director to be distributed in accordance with his or her will or applicable intestacy law; or in the event that there shall be no such representative duly appointed and qualified within six months after the date of death, then to such persons as,