Re: Waiver under Stockholder Agreement

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                                                                   Exhibit 10.11

American Metals & Coal International, Inc.       First Reserve Corporation

475 Steamboat Road, 2nd Floor                    One Lafayette Place

Greenwich, CT   06830                              Greenwich, CT 06830

March 28, 2005

VIA FACSIMILE

Alpha Natural Resources, Inc.

406 West Main Street

Abingdon, Virginia   24210

Attention:   Michael J. Quillen, President

Facsimile No.:   (276) 628-3116

      Re:    Waiver under Stockholder Agreement

Dear Mr. Quillen:

      We refer you to that certain Stockholder Agreement dated as of February

11, 2005 by and among Alpha Natural Resources, Inc., a Delaware corporation (the

"Company"), the "FRC Parties" (as defined therein), the "AMCI Parties" (as

defined therein) Madison Capital Funding LLC, a Delaware limited liability

company, and the "Employee Stockholders" (as defined therein) (the "Agreement").

By our signatures