Amendment to Section 2.2 of Amended and Restated Stockholder Agreement

Exhibit 10.1

December 8, 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 : Amendment to Section 2.2 of Amended and Restated Stockholder Agreement

Dear Mr. Quillen:

     We refer you to that certain Amended and Restated Stockholder Agreement dated as of October 26, 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 (“ Madison ”) and the “ Employee Stockholders ” (as defined therein) (the “ Agreement ”), and that certain letter agreement dated as of October 25, 2005 amending Section 2.2 of the Agreement (the “ Share Allocation Letter ”).

     By our signatures below, Hans J. Mende in his capacity as the AMCI Representative pursuant to Section 6.12 of the Agreement, and First Reserve Fund IX, L.P. in its capacity as the FRC Representative pursuant to Section 6.13 of the Agreement, hereby further amend Section 2.2 of the Agreement and supersede the Share Allocation Letter as follows:

     1. Solely in connection with the offering of the Company’s Common Stock pursuant to Registration No. 333-129030 (the “ Secondary Offering ”), notwithstanding the provisions of Section 2.2(b) to the contrary, if the managing underwriter(s) determine in good faith that marketing factors require a limitation of the number of securities to be underwritten in the Secondary Offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant thereto, and the managing underwriter(s) may exclude shares of the Registrable Securities as necessary from the registration and the underwriting, with the number of Registrable Securities to be included in the registration and the underwriting allocated in the following manner: