UNDERWRITING AGREEMENT

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                                                                     Exhibit 1.1

                                12,316,110 SHARES


                          ALPHA NATURAL RESOURCES, INC.

                          COMMON STOCK, $0.01 PAR VALUE


                             UNDERWRITING AGREEMENT



January [   ], 2006


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                                                               January [ ], 2006




Morgan Stanley & Co. Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Davenport & Company LLC
c/o   Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Dear Sirs and Mesdames:
         The stockholders of Alpha Natural Resources, Inc., a Delaware
corporation (the "COMPANY"), listed on Schedule I hereto (each, a "SELLING
STOCKHOLDER" and, collectively, the "SELLING STOCKHOLDERS") severally propose to
sell to the several Underwriters named on Schedule II hereto (the
"UNDERWRITERS") an aggregate of 12,316,110 shares (the "FIRM SHARES") of the
common stock, $0.01 par value per share, of the Company, each Selling
Stockholder selling the amount set forth opposite such Selling Stockholder's
name on Schedule I hereto.
         Certain of the Selling Stockholders also severally propose to sell to
the several Underwriters not more than an additional 1,847,417 shares of common
stock, $0.01 par value per share, of the Company (the "ADDITIONAL SHARES"), each
such Selling Stockholder selling up to the amount set forth opposite such
Selling Stockholder's name on Schedule I hereto, if and to the extent that
Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and UBS
Securities LLC (collectively, the "MANAGERS") shall have determined to exercise,
on behalf of the Underwriters, the right to purchase such shares of common stock
granted to the Underwriters in Section 3 hereof. The Firm Shares and the
Additional Shares are hereinafter collectively referred to as the "SHARES." The
shares of common stock (including the Shares), $0.01 par value per share, of the
Company are hereinafter referred to as the "COMMON STOCK." The Selling
Stockholders are hereinafter sometimes collectively referred to as the
"SELLERS."
          The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-1 (File No. 333-129030),
including a prospectus, relating to the Shares. The registration statement as
amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the


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"SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT";
the final prospectus in the form first used to confirm sales of Shares (or in
the form first made available to the Underwriters by the Company to meet
requests of purchasers pursuant to Rule 173 under the Securities Act) is
hereinafter referred to as the "PROSPECTUS." If the Company has filed an
abbreviated registration statement to register additional shares of Common Stock
pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION
STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT"
shall be deemed to include such Rule 462 Registration Statement.

         For the purposes of this Agreement, "free writing prospectus" has the
meaning set forth in Rule 405 under the Securities Act and "TIME OF SALE
PROSPECTUS" means the preliminary prospectus included in the Registration
Statement at the time it became effective, together with the free writing
prospectuses, if any, each identified on Schedule IV hereto. As used herein, the
terms "REGISTRATION STATEMENT," "PRELIMINARY PROSPECTUS," "TIME OF SALE
PROSPECTUS" and Prospectus shall include the documents, if any, incorporated by
reference therein. The terms "SUPPLEMENT," "AMENDMENT," and "AMEND" as used
herein with respect to the Time of Sale Prospectus or any free writing
prospectus shall include all documents subsequently filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), that are incorporated by reference therein.

     1. Representations and Warranties of the Company. The Company represents
and warrants to and agrees with each of the Underwriters that:

     (a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or, to the Company's knowledge,
threatened by the Commission.

     (b) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each
sale of the Shares in connection with the offering and at the Closing Date (as
defined in Section 5), the Time of Sale Prospectus, as then amended or
supplemented by the Company, if applicable, will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading and


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(iv) the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to the
information contained in or omitted from the Registration Statement, the Time of
Sale Prospectus or the Prospectus, or any amendment or supplement thereto, based
upon information furnished to the Company in writing by or on behalf of the
Underwriters through the Managers expressly for use therein.

     (c) (i) At the time of filing the Registration Statement and (ii) at the
date of this Agreement, the Company is not an "Ineligible Issuer" in connection
with the offering pursuant to Rules 164, 405 and 433 under the Securities Act.
Any free writing prospectus that the Company is required to file pursuant to
Rule 433(d) under the Securities Act has been, or will be, filed with the
Commission in accordance with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. Each free writing
prospectus that the Company has filed, or is required to file, pursuant to Rule
433(d) under the Securities Act or that was prepared by or on behalf of or used
or referred to by the Company complies or will comply in all material respects
with the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and does not include any information
that conflicts with the information contained in the Registration Statement,
including any document incorporated by reference therein that has not been
superseded or modified. Except for the free writing prospectuses, if any,
identified on Schedule IV hereto, and "bona fide electronic road shows," if any,
furnished to you before first use, the Company has not prepared, used or
referred to, and will not, without your prior consent, prepare, use or refer to,
any free writing prospectus.

     (d) The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the State of Delaware, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Time of Sale Prospectus and the Prospectus; and the Company
is duly qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except (i) where the
failure to be so qualified or be in good standing would not reasonably be
expected, individually or in the aggregate, to have a material adverse effect on
the condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries taken as a whole (a "MATERIAL
ADVERSE EFFECT") and (ii) for jurisdictions not recognizing the legal concepts
of good standing or qualification.

     (e) The entities listed on Schedule III hereto are the only subsidiaries,
direct or indirect, of the Company. Each subsidiary of the Company has been


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duly incorporated or formed and is an existing limited liability company,
corporation or limited partnership, as applicable, in good standing under the
laws of the jurisdiction of its incorporation or formation, as applicable, with
power and authority to own its properties and conduct its business as described
in the Time of Sale Prospectus and the Prospectus; and each subsidiary of the
Company is duly qualified to do business as a foreign limited liability company,
corporation or limited partnership, as applicable, in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; except (i) where the failure to be so
qualified or be in good standing would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, and (ii) for
jurisdictions not recognizing the legal concepts of good standing or
qualification. All of the limited liability company membership interests,
outstanding shares of capital stock ("SUBSIDIARY SHARES") and limited
partnership interests (collectively, the "SUBSIDIARY EQUITY INTERESTS") of each
subsidiary of the Company have been duly authorized and, to the extent
certificated, have been validly issued, and all Subsidiary Shares are fully paid
and non-assessable. Except as disclosed in the Time of Sale Prospectus and the
Prospectus, the Subsidiary Equity Interests are owned by the Company, directly
or through subsidiaries, free from all liens, encumbrances and security
interests, other than liens, encumbrances and security interests imposed in
favor of the lenders under the senior secured credit facility of Alpha Natural
Resources, LLC, as borrower, and Alpha NR Holding, Inc., as parent guarantor,
described in the Time of Sale Prospectus and the Prospectus or permitted
thereunder.

     (f) This Agreement has been duly authorized, executed and delivered by the
Company.

     (g) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in each of the Time of Sale
Prospectus and the Prospectus.

     (h) The shares of the Common Stock (including the Shares to be sold by the
Selling Stockholders) have been duly authorized and are validly issued, fully
paid and non-assessable.

     (i) Neither the Company nor any of its subsidiaries is (i) in violation of
its respective certificate of incorporation, certificate of limited partnership
or certificate of formation, as applicable, or by-laws, limited liability
company agreement or limited partnership agreement, as applicable, or (ii) in
default in the performance of any obligation, agreement, covenant or condition
contained in any indenture, loan agreement, mortgage, lease or other agreement
or instrument that is material to the Company and its subsidiaries, taken as a
whole, to which the Company or its subsidiaries is a party or by which the
Company or its subsidiaries or their respective property is bound, except with
respect to clause (ii) only, to the


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extent that such default would not reasonably be expected to have a Material
Adverse Effect.

     (j) No consent, approval, authorization, or order of, or filing with, any
governmental agency or body or any court or any regulatory authority is required
for the consummation of the transactions contemplated by this Agreement in
connection with the sale of the Shares except for (i) the registration of the
Shares under the Securities Act and such consents, approvals, authorizations,
orders, or filings as may be required to be obtained or made under state
securities or "blue sky" laws or by the rules and regulations of the National
Association of Securities Dealers, Inc. (the "NASD") in connection with the
purchase and sale of the Shares by the Underwriters and (ii) such consents,
approvals, authorizations, orders, or filings which have been previously
obtained or made or as to which the failure to so obtain or make would not
reasonably be expected, individually or in the aggregate, to have a material
adverse effect on the consummation by the Company of the transactions
contemplated by this Agreement.

     (k) Each of (i) the execution, delivery and performance of this Agreement
and compliance with the terms and provisions hereof and (ii) the sale of the
Shares by the Selling Stockholders, will not result in a breach or violation of
any of the terms and provisions of, or constitute a default under, (A) any
statute, any rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any
subsidiary of the Company or any of their properties, (B) any agreement or
instrument to which the Company or any subsidiary is a party or by which the
Company or any subsidiary is bound or to which any of the properties of the
Company or any subsidiary is subject, or (C) the Restated Certificate of
Incorporation and Amended and Restated Bylaws of the Company or the certificate
of incorporation or certificate of formation, as applicable, or by-laws or
limited liability company agreement or limited partnership agreement, as
applicable, of any such subsidiary, except, in the case of clauses (A) and (B),
for such breaches, violations or defaults as would not, individually or in the
aggregate, have a material adverse effect on the consummation of the
transactions contemplated hereby by such parties.

     (l) There has not occurred any material adverse change, or any development
involving a prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the Time of Sale
Prospectus and the Prospectus.

     (m) Except as disclosed in the Time of Sale Prospectus and the Prospectus,
there are no pending actions, suits or proceedings against or involving the
Company, any of its subsidiaries or any of their respective properties that


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would reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, or to materially and adversely affect the ability of
the Company to perform its obligations under this Agreement, or which are
otherwise material in the context of the sale of the Shares; and no such
actions, suits or proceedings are threatened in writing or, to the Company's
knowledge, contemplated.

      (n) The preliminary prospectus, dated January [ ], 2006, filed as part of
the Registration Statement, or filed pursuant to Rule 424 under the Securities
Act, complied as to form when so filed in all material respects (other than with
respect to pricing terms) with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

     (o) The Company is not, and after giving effect to the offering and sale of
the Shares by the Selling Stockholders will not be, required to register as an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.

     (p) Except as disclosed in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, neither the Company nor any of its subsidiaries
is in violation of any statute, any rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
property that, to the knowledge of the Company, is contaminated with any
substance that is subject to any environmental laws, is, to the knowledge of the
Company, liable for any off-site disposal or contamination pursuant to any
environmental laws, or is, to the knowledge of the Company, subject to any claim
relating to any environmental laws, which violation, contamination, liability or
claim would reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect; and the Company is not aware of any pending
investigation which might lead to such a claim.

     (q) Except as disclosed in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, there are no contracts, agreements or
understandings between the Company and any person granting such person the right
to require the Company to file a registration statement under the Securities Act
with respect to any securities of the Company or to require the Company to
include such securities with the Shares registered pursuant to the Registration
Statement.

     (r) Except as disclosed in the Time of Sale Prospectus and the Prospectus,
the Company and its subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them that are material
to the Company and its subsidiaries taken as a whole, in each case free from
liens,


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encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or to be made thereof by them; and except
as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and
its subsidiaries hold any leased real or personal property that is material to
the Company and its subsidiaries taken as a whole under valid and enforceable
leases with no exceptions that would materially interfere with the use made or
to be made thereof by them; provided, that the Company and its subsidiaries
shall not be deemed to hold a less than fully marketable leasehold interest
solely because the consent of the lessor to future assignments has not been
obtained.

     (s) The Company and its subsidiaries own, possess, have the right to use,
or can acquire on reasonable terms, adequate trademarks, trade names and other
rights to inventions, know-how, patents, copyrights, confidential information
and other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS")
necessary to conduct the business now operated by them, except for such failures
to so own, possess or have the right to use or acquire such intellectual
property rights which would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, and have not received any notice
of infringement of, or conflict with, asserted rights of others with respect to
any intellectual property rights that, if determined adversely to the Company or
any of its subsidiaries, would reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

     (t) Except as disclosed in the Time of Sale Prospectus and the Prospectus,
no labor dispute with the employees of the Company or any subsidiary (except for
routine disciplinary and grievance matters) exists or, to the knowledge of the
Company, is imminent that would reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

     (u) The Company and its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which they are engaged or as
required by law.

     (v) Except as disclosed in the Time of Sale Prospectus and the Prospectus,
the Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them, except for those which the failure to
so possess would not reasonably be expected to have a Material Adverse Effect,
and have not received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit that, if determined
adversely to the Company or any of its subsidiaries, would, individually or in
the aggregate, have a Material Adverse Effect.


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     (w) The Company and each of its subsidiaries maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     (x) The financial statements, together with the related schedules and
notes, included in the Registration Statement, the Time of Sale Prospectus and
the Prospectus present fairly in all material respects the financial position of
ANR Fund IX Holdings, L.P. and Alpha NR Holding, Inc. and subsidiaries on a
combined basis as of the dates shown and their results of operations and cash
flows for the periods shown, and, except as otherwise disclosed in the Time of
Sale Prospectus and the Prospectus, such financial statements have been prepared
in conformity with generally accepted accounting principles in the United States
applied on a consistent basis throughout the periods involved; and with respect
to the Company and the Nicewonder Acquisition (as such term is defined in the
Time of Sale Prospectus and the Prospectus), the assumptions used in preparing
the pro forma financial statements included in the Time of Sale Prospectus and
the Prospectus provide a reasonable basis for presenting the significant effects
directly attributable to the transactions or events described therein, the
related pro forma adjustments give appropriate effect to those assumptions, and
the pro forma columns therein reflect the proper application of those
adjustments to the corresponding historical financial statement amounts.

     (y) KPMG LLP, who have audited certain financial statements included in the
Time of Sale Prospectus and the Prospectus, whose reports appear in the Time of
Sale Prospectus and the Prospectus and who have delivered the initial letter
referred to in Section 6(e) hereof, are independent public accountants as
contemplated by the Securities Act and the rules and regulations of the
Commission thereunder.

     (z) The Company and its subsidiaries maintain disclosure controls and
procedures (as defined as Rule 13a-15 of the Exchange Act) designed to ensure
that information required to be disclosed by the Company, including its
consolidated subsidiaries, in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported in accordance with
the Exchange Act and the rules and regulations thereunder. The Company has
carried out evaluations, under the supervision and with the participation of the
Company's management, of the effectiveness of the design and operation of the


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Company's disclosure controls and procedures in accordance with Rule 13a-15 of
the Exchange Act.

     (aa) Neither the Company nor any of its subsidiaries nor, to the knowledge
of the Company, any director, officer, agent, employee or affiliate of the
Company or any of its subsidiaries is aware of or has taken any action, directly
or indirectly, that would result in a violation by such Persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the "FCPA"), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any
money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any "foreign official" (as such term is defined in the
FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA and the Company, its
subsidiaries and, to the knowledge of the Company, its affiliates have conducted
their businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith, except for any such
violation of the FCPA or failure to comply with the FCPA or to institute and
maintain such policies and procedures that would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.

     (bb) Each pension plan and welfare plan established or maintained by the
Company and/or one or more of its subsidiaries is in compliance with the
currently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations
thereunder ("ERISA"), except where noncompliance would not reasonably be
expected to have a Material Adverse Effect; and neither the Company nor any of
its subsidiaries has incurred or could reasonably be expected to incur any
withdrawal liability under Section 4201 of ERISA, any liability under Section
4062, 4063 or 4064 of ERISA or any other liability under Title IV of ERISA that
would reasonably be expected to have a Material Adverse Effect.

     (cc) The statements set forth in each of the Time of Sale Prospectus and
the Prospectus under the caption "Description of Capital Stock," in so far as
they purport to constitute a summary of the terms of the Common Stock, under the
caption "Description of Indebtedness," in so far as they purport to constitute a
summary of the terms of the Company's material indebtedness, and under the
captions "Shares Eligible For Future Sale," "Environmental and Other Regulatory
Matters" and "Material U.S. Federal Income and Estate Tax Consequences to
Non-U.S. Holders," in so far as they purport to describe the provisions of laws
and documents referred to therein, are accurate, complete and fair in all
material respects.

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     2. Representations and Warranties of each of the Selling Stockholders. Each
Selling Stockholder severally and not jointly represents and warrants to and
agrees with each of the Underwriters and the Company that:

     (a) This Agreement has been duly authorized, executed and delivered by or
on behalf of such Selling Stockholder.

     (b) The execution and delivery by such Selling Stockholder of, and the
performance by such Selling Stockholder of its obligations under, this Agreement
will not contravene (i) any provision of applicable law, (ii) the certificate of
incorporation, by-laws, limited partnership agreement, operating agreement, or
similar organizational document of such Selling Stockholder, (iii) any agreement
or other instrument binding upon such Selling Stockholder and (iv) any judgment,
order or decree of any governmental body, agency or court having jurisdiction
over such Selling Stockholder, except in the case of clauses (i) and (iii) as
would not individually or in the aggregate have a material adverse effect on the
ability of such Selling Stockholder to consummate the transactions contemplated
by this Agreement, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by such Selling Stockholder of its obligations under this Agreement,
except for the registration of the Shares under the Securities Act and such as
may be required to be obtained or made under state securities or "blue sky" laws
or by the rules and regulations of the NASD in connection with the purchase and
sale of the Shares by the Underwriters.

     (c) Such Selling Stockholder is, and immediately prior to the Closing Date
and each Option Closing Date (as defined in Section 3 hereof) such Selling
Stockholder will be, the owner of the Shares to be sold by such Selling
Stockholder under this Agreement, free and clear of all security interests,
claims, liens, equities or other encumbrances; and such Selling Stockholder has
the legal right and power, and all authorization and approval required by law,
to enter into this Agreement and to sell, transfer and deliver the Shares to be
sold by such Selling Stockholder.

     (d) Upon payment for the Shares to be sold by such Selling Stockholder
pursuant to this Agreement, delivery of such Shares, as directed by the
Underwriters, to Cede & Co. ("CEDE") or such other nominee as may be designated
by the Depository Trust Company ("DTC"), registration of such Shares in the name
of Cede or such other nominee and the crediting of such Shares on the books of
DTC to securities accounts of the respective Underwriters or to a securities
account of Morgan Stanley & Co. Incorporated on behalf of the respective
Underwriters, (i) DTC shall be a "protected purchaser" (as defined under Section
8-303 of the Uniform Commercial Code of Delaware (the "Delaware UCC")) of such
Shares, provided that it has no "notice" of an adverse


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claim within the meaning of Section 8-105 of the Delaware UCC, (ii) the
respective Underwriters will acquire a valid security entitlement in respect of
such Shares under Section 8-501 of the Uniform Commercial Code of New York (the
"New York UCC"), and (iii) no action based on an "adverse claim", within the
meaning of Section 8-102 of the New York UCC, to such security entitlement may
be asserted against the respective Underwriters, provided that they have no
"notice" of an adverse claim within the meaning of Section 8-105 of the New York
UCC; for purposes of the representations in this clause (e), such Selling
Stockholder may assume that (A) DTC is a "securities intermediary" (as defined
in Section 8-102 of the New York UCC), and the State of New York is the
"securities intermediary's jurisdiction" of DTC for purposes of Section 8-110 of
the New York UCC, (B) the Shares are registered in the name of DTC or its
nominee, and DTC or another person on behalf of DTC maintains possession of
certificates representing the Shares, and (C) appropriate entries to the
accounts of the several Underwriters on the records of DTC will have been made
pursuant to the New York UCC.

     (e) With respect to First Reserve Fund IX, L.P. and ANR Fund IX Holdings,
L.P. only, such Selling Stockholders are not prompted to sell their Shares
pursuant to this Agreement by any material information concerning the Company or
its Subsidiaries that has not been publicly disclosed.

     (f) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) the Time of Sale Prospectus does not, and at the time of each sale of the
Shares in connection with the offering and at the Closing Date, the Time of Sale
Prospectus, as then amended or supplemented by the Company, if applicable, will
not, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and (iii) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the representations and warranties
set forth in this paragraph 2(f) are limited to statements or omissions made in
reliance upon information relating to such Selling Stockholder furnished to the
Company in writing by such Selling Stockholder expressly for use in the
Registration Statement, the Time of Sale Prospectus, the Prospectus or any
amendments or supplements thereto.

     3. Agreements to Sell and Purchase. Each Seller, severally and not jointly,
hereby agrees to sell to the several Underwriters, and each Underwriter, upon
the basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from such Seller at $[ ] a share (the "PURCHASE PRICE") the number of
Firm


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Shares (subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the number of Firm Shares to be
sold by such Seller as the number of Firm Shares set forth on Schedule II hereto
opposite the name of such Underwriter bears to the total number of Firm Shares.

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Sellers other than
Madison Capital Funding LLC, severally and not jointly, agree to sell to the
Underwriters the Additional Shares, and the Underwriters shall have the right to
purchase, severally and not jointly, up to 1,847,417 Additional Shares in the
aggregate at the Purchase Price. You may exercise this right on behalf of the
Underwriters in whole or from time to time in part by giving written notice of
each election to exercise the option not later than 30 days after the date of
this Agreement. Any exercise notice shall specify the number of Additional
Shares to be purchased by the Underwriters and the date on which such shares are
to be purchased. Each purchase date must be at least one business day after the
written notice is given and may not be earlier than the closing date for the
Firm Shares nor later than ten business days after the date of such notice.
Additional Shares may be purchased as provided in Section 5 hereof solely for
the purpose of covering over-allotments made in connection with the offering of
the Firm Shares. On each day, if any, that Additional Shares are to be purchased
(an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly,
to purchase the number of Additional Shares (subject to such adjustments to
eliminate fractional shares as you may determine) that bears the same proportion
to the total number of Additional Shares to be purchased on such Option Closing
Date as the number of Firm Shares set forth on Schedule II hereto opposite the
name of such Underwriter bears to the total number of Firm Shares.

     The Company and each Seller hereby agrees that, without the prior written
consent of the Managers on behalf of the Underwriters, it will not, during the
period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (2) in the case of the Company, file any registration statement
with the Commission relating to the offering of any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock
or (3) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (1), (2) or (3) above is
to be settled by delivery of Common Stock or such other securities, in cash or
otherwise.


                                       12
<PAGE>

     The restrictions contained in the preceding paragraph shall not apply to
(a) the Shares to be sold hereunder, (b) the issuance by the Company of shares
of Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof, (c) grants, issuances or exercises
under any existing employee benefit plan of the Company, (d) the filing of a
registration statement on Form S-8 relating to shares of Common Stock, (e) the
issuance of Common Stock, or securities exercisable or convertible into Shares
of Common Stock, by the Company in connection with the acquisition of, or joint
venture with, another company, (f) transactions by a Selling Stockholder
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the offering of the Shares, provided that
no filing under Section 16(a) of the Exchange Act shall be required or shall be
voluntarily made in connection with subsequent sales of Common Stock or other
securities acquired in such open market transactions, (g) transfers by a Selling
Stockholder of shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock as a bona fide gift, (h) transfers
by a Selling Stockholder to a trust, partnership, limited liability company or
other entity, all of the beneficial interests of which are held, directly or
indirectly, by such Selling Stockholder, or (i) distributions by a Selling
Stockholder of shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock to limited partners, members or
stockholders of the Selling Stockholders; provided that in the case of any
transfer or distribution pursuant to clause (g), (h) or (i): (i) each,
recipient, donee or distributee (other than charitable organizations) shall
enter into a lock-up letter substantially in the form of Exhibit A hereto and
(ii) no filing under Section 16(a) of the Exchange Act reporting a reduction in
beneficial ownership of shares of Common Stock shall be voluntarily made in
respect of the transfer or distribution during the 90-day restricted period
absent a legal requirement to make such filing. In addition, each Selling
Stockholder agrees that, without the prior written consent of the Managers on
behalf of the Underwriters, it will not, during the period ending 90 days after
the date of the Prospectus, make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock, provided that
a Selling Stockholder may issue to the Company a demand pursuant to the
Stockholder Agreement of the Company so long as no registration statement is
filed during such 90-day period. Each Selling Stockholder severally and not
jointly consents to the entry of stop transfer instructions with the Company's
transfer agent and registrar against the transfer of any Shares held by such
Selling Stockholder except in compliance with the foregoing restrictions.

     4. Terms of Public Offering. The Company and the Sellers are advised by you
that the Underwriters propose to make a public offering of their respective
portions of the Shares as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable. The Company
and the


                                       13
<PAGE>

Sellers are further advised by you that the Shares are to be offered to the
public initially at $[ ] a share (the "PUBLIC OFFERING PRICE") and to certain
dealers selected by you at a price that represents a concession not in excess of
$[ ] a share under the Public Offering Price, and that any Underwriter may
allow, and such dealers may reallow, a concession, not in excess of $[ ] a
share, to any Underwriter or to certain other dealers.

     5. Payment and Delivery. Payment for the Firm Shares to be sold by each
Seller shall be made to such Seller by wire transfer in Federal or other funds
immediately available in New York City against delivery of such Firm Shares for
the respective accounts of the several Underwriters at 10:00 a.m., New York City
time, on January [ ], 2006, or at such other time on the same or such other
date, not later than January [ ], 2006, as shall be designated in writing by
you. The time and date of such payment are hereinafter referred to as the
"CLOSING DATE."

     Payment for any Additional Shares to be sold by a Seller shall be made to
such Seller by wire transfer in Federal or other funds immediately available in
New York City against delivery of such Additional Shares for the respective
accounts of the several Underwriters at 10:00 a.m., New York City time, on the
date specified in the corresponding notice described in Section 3 or at such
other time on the same or on such other date, in any event not later than [ ],
2006, as shall be designated in writing by you.

     The Firm Shares and Additional Shares shall be registered in such names and
in such denominations as you shall request in writing not later than one full
business day prior to the Closing Date or the applicable Option Closing Date, as
the case may be. The Firm Shares and Additional Shares shall be delivered to you
on the Closing Date or an Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.

     6. Conditions to the Underwriters' Obligations. The several obligations of
the Sellers to sell the Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than 5:30 p.m. (New York City time) on the date hereof.

     The several obligations of the Underwriters are subject to the following
further conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date:


                                       14
<PAGE>

                  (i) there shall not have occurred any downgrading, nor shall
any notice have been given of any intended or potential downgrading or of any
review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the securities of the Company or
any of its subsidiaries (including, without limitation, the 10% Senior Notes due
2012 issued by Alpha Natural Resources, LLC and Alpha Natural Resources Capital
Corp.) by any "nationally recognized statistical rating organization," as such
term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

                  (ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, properties, business or operations of the Company
and its subsidiaries, taken as a whole, from that set forth in the Time of Sale
Prospectus and the Prospectus that, in the judgment of the Managers, is material
and adverse and that makes it, in the judgment of the Managers, impracticable to
market the Shares on the terms and in the manner contemplated in the Time of
Sale Prospectus and the Prospectus.

     (b) The Underwriters shall have received on the Closing Date and, if
applicable, any Option Closing Date, a certificate, dated the Closing Date and
signed by an executive officer of the Company, to the effect set forth in
Section 6(a)(ii) above and to the effect that the representations and warranties
of the Company contained in this Agreement that are not qualified by materiality
are true and correct in all material respects, and that the representations and
warranties of the Company contained in this Agreement that are qualified by
materiality are true and correct, in each case, as of the Closing Date, and that
the Company has, in all material respects, complied with all of the agreements
and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of
his or her knowledge as to proceedings threatened.

     (c) The Underwriters shall have received on the Closing Date:

               (i) an opinion and negative assurance statement of Bartlit Beck
               Herman Palenchar & Scott LLP, special counsel for the Company,
               addressed to the Underwriters and substantially in the form of
               Exhibits B and C hereto;

               (ii) an opinion of Simpson Thacher & Bartlett LLP, special
               counsel for the Company, addressed to the Underwriters and
               substantially in the form of Exhibit D hereto;


                                       15
<PAGE>

               (iii) an opinion and negative assurance statement of Vaughn R.
               Groves, Vice President and General Counsel of the Company,
               addressed to the Underwriters and substantially in the form of
               Exhibit E hereto; and

               (iv) an opinion of Thomas R. Denison, General Counsel of First
                Reserve GP IX, Inc., addressed to the Underwriters and
               substantially in the form of Exhibit F hereto.

     (d) The Underwriters shall have received on the Closing Date an opinion of
Latham & Watkins LLP, counsel for the Underwriters, dated the Closing Date, with
respect to certain matters required by the Managers, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.

     (e) The Underwriters shall have received, on each of the date hereof and
the Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance satisfactory to the Underwriters, from KPMG
LLP, independent public accountants, containing statements and information of
the type ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained in the Registration Statement, the Time of Sale Prospectus and the
Prospectus; provided that the letter delivered on the Closing Date shall use a
"cut-off date" not earlier than the date hereof.

     (f) The Underwriters shall have received on the date hereof, a certificate
dated the date hereof, in form and substance satisfactory to the Underwriters,
from David Stuebe, Vice President and Chief Financial Officer of the Company,
containing statements with respect to certain financial information contained in
the Registration Statement, the Time of Sale Prospectus and the Prospectus.

     (g) The Shares shall have been listed on the New York Stock Exchange.

     (h) The "lock up" agreements, each substantially in the form of Exhibit A
hereto, between you and certain shareholders (other than by the Selling
Stockholders party hereto) and officers and directors of the Company relating to
sales and certain other dispositions of shares of Common Stock or certain other
securities, delivered to you on or before the date hereof, shall be in full
force and effect on the Closing Date.

     (i) Each Selling Stockholder shall have furnished or caused to be furnished
to you on the Closing Date, and, if applicable, any Option Closing Date,

                                       16
<PAGE>

customary certificates of officers of such Selling Stockholder satisfactory to
you to the effect that:

                  (i) the representations and warranties of such Selling
Stockholder in this Agreement that are not qualified by materiality are true and
correct in all material respects and the representations and warranties of such
Selling Stockholder in this Agreement that are qualified by materiality are true
and correct, on and as of the Closing Date or the Option Closing Date, as the
case may be, with the same effect as if made on the Closing Date, or the Option
Closing Date, as the case may be; and

                  (ii) such Selling Stockholder has performed all obligations
and satisfied all conditions on its part to be performed or satisfied pursuant
to this Agreement at or prior to the Closing Date or the Option Closing Date, as
the case may be.

     (j) Each Selling Stockholder shall have furnished or caused to be furnished
to you on the Closing Date a properly completed and executed United States
Treasury Department Form W-9 (or other applicable form or statement specified by
Treasury Department regulations in lieu thereof).

     The several obligations of the Underwriters to purchase Additional Shares
hereunder are subject to the delivery to you on the applicable Option Closing
Date of such documents as you may reasonably request with respect to the good
standing of the Company and other matters related to the sale of such Additional
Shares.

     7. Covenants of the Company. In further consideration of the agreements of
the Underwriters herein contained, the Company covenants with each Underwriter
as follows:

     (a) To furnish to you, without charge, eight signed copies of the
Registration Statement (including exhibits thereto) and for delivery to each
other Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and to furnish to you in New York City, without charge, prior
to 2:00 p.m. New York City time on the second business day next succeeding the
date of this Agreement and during the period mentioned in Section 7(f) below, as
many copies of the Time of Sale Prospectus, the Prospectus and any supplements
and amendments thereto or to the Registration Statement as you may reasonably
request.

     (b) Before amending or supplementing the Registration Statement, the Time
of Sale Prospectus or the Prospectus, to furnish to you a copy of each such
proposed amendment or supplement and not to file any such proposed amendment or
supplement to which the Managers reasonably object, and to file with the


                                        17
<PAGE>

Commission within the applicable period specified in Rule 424(b) under the
Securities Act any prospectus required to be filed pursuant to such Rule.

     (c) To furnish to you a copy of each proposed free writing prospectus to be
prepared by or on behalf of, used by, or referred to by the Company and not to
use or refer to any proposed free writing prospectus to which you reasonably
object.

     (d) Not to take any action that would result in an Underwriter or the
Company being required to file with the Commission pursuant to Rule 433(d) under
the Securities Act a free writing prospectus prepared by or on behalf of the
Underwriters that the Underwriters otherwise would not have been required to
file thereunder.

      (e) If the Time of Sale Prospectus is being used to solicit offers to buy
the Shares at a time when the Prospectus is not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which, in
the opinion of counsel for the Underwriters or counsel for the Company, it is
necessary to amend or supplement the Time of Sale Prospectus in order to make
the statements therein, in the light of the circumstances, not misleading, or if
any event shall occur or condition exist as a result of which, in the opinion of
counsel for the Underwriters or counsel for the Company, the Time of Sale
Prospectus conflicts with the information contained in the Registration
Statement then on file, or if, in the opinion of counsel for the Underwriters or
counsel for the Company, it is necessary to amend or supplement the Time of Sale
Prospectus to comply with applicable law, promptly prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to any
dealer upon request, either amendments or supplements to the Time of Sale
Prospectus so that the statements in the Time of Sale Prospectus as so amended
or supplemented will not, in the light of the circumstances when delivered to a
prospective purchaser, be misleading or so that the Time of Sale Prospectus, as
amended or supplemented, will no longer conflict with the Registration
Statement, or so that the Time of Sale Prospectus, as amended or supplemented,
will comply with applicable law.

     (f) If, during such period after the first date of the public offering of
the Shares as in the opinion of counsel for the Underwriters the Prospectus (or
in lieu thereof the notice referred to in Rule 173(a) under the Securities Act)
is required by law to be delivered in connection with sales by an Underwriter or
dealer, any event shall occur or condition exist as a result of which, in the
opinion of counsel for the Underwriters or counsel for the


                                       18
<PAGE>

Company, it is necessary to amend or supplement the Prospectus in order to make
the statements therein, in the light of the circumstances when the Prospectus
(or in lieu thereof the notice referred to in Rule 173(a) under the Securities
Act) is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters or counsel for the Company, it is necessary to
amend or supplement the Prospectus to comply with applicable law, the Company
will promptly prepare, file with the Commission and furnish, at its own expense
(provided, however, after nine months from the date of the Prospectus, any such
preparing, filling and furnishing will be at the expense of the Underwriters to
the extent such expense is reasonable), to the Underwriters and to the dealers
(whose names and addresses you will furnish to the Company) to which Shares may
have been sold by you on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus (or in lieu thereof the notice
referred to in Rule 173(a) under the Securities Act) is delivered to a
purchaser, be misleading or so that the Prospectus, as amended or supplemented,
will comply with law.

     (g) To refrain from taking, directly or indirectly, actions designed to or
which constitute or which might reasonably be expected to result in, under the
Exchange Act or otherwise, unlawful stabilization or manipulation of the price
of any security of the Company.

     (h) To endeavor to qualify the Shares for offer and sale under the
securities or "blue sky" laws of such jurisdictions as you shall reasonably
request; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Shares, in any jurisdiction where it
is not now so subject or to subject itself to taxation in excess of a nominal
amount in respect of doing business in any jurisdiction.

     (i) To make generally available to the Company's security holders and to
the Managers as soon as practicable an earning statement covering a period of at
least twelve months beginning with the first fiscal quarter of the Company
occurring after the date of this Agreement which shall satisfy the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.

     (j) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, the Company agrees to pay or cause
to be paid the costs and expenses relating to the following matters: (i) the
fees, disbursements and expenses of the Company's counsel and the Company's
accountants and one counsel for the Selling Stockholders in connection with the
registration and delivery of the Shares under the Securities Act and all other
fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Time of Sale Prospectus,
the Prospectus, any free writing prospectus prepared by or on behalf of, used
by, or


                                        19
<PAGE>


referred to by the Company and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the mailing
and delivering of copies thereof to