EX-10.2

Exhibit 10.2

Alpha Natural Resources, Inc.

2010 Long-Term Incentive Plan

Restricted Stock Unit Award Agreement for employees

This Restricted Stock Unit Award Agreement is dated as of the issue date (the "Issue Date") set forth on Exhibit Aattached hereto (this "Agreement"), and is between Alpha Natural Resources, Inc., a Delaware corporation ("Alpha"), and the Eligible Person to whom the Committee has made this Award (the "Award Recipient").

Alpha has established its 2010 Long-Term Incentive Plan (the "Plan") to advance the interests of Alpha and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of Alpha and any parent, subsidiary or affiliate of Alpha. All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

Pursuant to the provisions of the Plan, the Committee has full power and authority to direct the delivery of this Agreement in the name and on behalf of Alpha, and has authorized the delivery of this Agreement.

Agreement

The parties agree as follows:

Section 1.  Issuance of Stock.

(a)      Subject and pursuant to all terms and conditions stated in this Agreement and in the Plan, on the Issue Date, Alpha hereby grants to Award Recipient the number of restricted stock units (the "Units") for Alpha’s common stock, par value $0.01 per share (the "Common Stock"), set forth on Exhibit A.  Except as otherwise provided herein, the shares of Alpha Common Stock which vest each year under your Unit Award will be issued to you on the vesting date or if the vesting date is not a business day, on the immediately following business day (or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date), subject to your satisfaction of all applicable income and employment withholding taxes.  For purposes of this Agreement, the "Shares" of Common Stock to be issued under this Award shall include all of the shares of Common Stock issued to Award Recipient pursuant to this Agreement plus any Shares issued with respect to such shares of Common Stock before the Shares are actually issued under this Award, including, but not limited to, shares of Alpha’s capital stock issued by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

(b)      Notwithstanding the foregoing or any provision of this Agreement or the Plan to the contrary, the delivery of any vested Shares shall be delayed until six (6) months after Award Recipient's Separation from Service to the extent required by Section 409A(a)(2)(B)(i)as provided under the terms of the Plan.

Section 2.  Vesting; Restriction on Transfer and Forfeiture of Unvested Units.

Restricted Stock Unit Award Agreement

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(a)      None of the Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until they have vested in accordance with the terms of this Section 2 and Exhibit A.  Except as set forth in this Section 2, effective after the close of business on the date Award Recipient experiences a Separation from Service or, if earlier, the date Award Recipient breaches the confidentiality covenant as described in Section 10 hereof, any Units that are not vested in accordance with this Section 2 shall be automatically forfeited to Alpha without any further obligation on the part of Alpha.

(b)      Except as provided herein, the Units will vest according to the vesting schedule set forth on Exhibit A.  Unless otherwise provided in a Company plan applicable to Award Recipient or any agreement between the Award Recipient and the Company, if:  (i) a Change of Control (as defined below) occurs prior to the end of the full vesting period and the Award Recipient experiences an involuntary Separation from Service by the Company other than for Cause within the 90-day period immediately preceding, on or within the one (1) year period following such Change of Control, the Units that have not been previously cancelled and forfeited shall become fully vested and payable; (ii) Award Recipient experienc es a Separation from Service as a result of Award Recipient’s Normal Retirement (as defined below), any unvested Units shall become vested upon such Separation from Service; (iii) Award Recipient experiences a Separation from Service as a result of Permanent Disability (as defined below), death or Early Retirement (as defined below), any unvested Units will vest based on the ratio of the number of complete months the Award Recipient is employed or serves with the Company during the vesting period to the total number of months in the vesting period; (iv) Award Recipient experiences an involuntary Separation from Service by the Company as a result of the dissolution or liquidation of Alpha or the Award Recipient's employer, any unvested Units shall vest immediately prior to such dissolution or liquidation event;or (v) Award Recipient experiences an involuntary Separation from Service by the Company other than for Cause (as defined below), then the number of Units that are vested after the close of business on the date Award Recipient experiences an involuntary Separation from Service by the Company shall be calculated as if Award Recipient had been continuously employed by the Company for an additional three months.

(c)      For purposes of this Agreement, the following terms shall have the following meanings:

(i) the term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of the Company’s assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), or (D) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board.  Notwithstanding the foregoing or any provision of this Agreement or the Plan to the contrary, it is intended that the foregoing definition of Change of Control qualify as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Treas. Reg. Section 1.409A-3(i)(5), and shall be interpreted and construed to effectuate such intent;

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(ii) the term "Permanent Disability" shall mean the Award Recipient is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Award Recipient's employer;

(iii) the term "NormalRetirement" shall mean (i) the date Award Recipient reaches the age of 62 with ten (10) Years of Service or (ii) the date Award Recipient reaches the age of 65;

(iv) the term "Early Retirement" shall mean a combination of age and Years of Service which equals 80 (for example, an Award Recipient who reaches the age of 50 with thirty (30) Years of Service);

(v) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s plans applicable to the Award Recipient or employment policies in effect at the time of the Award Recipient's Separation from Service and/or a violation of the Company's Code of Business Ethics;

(vi) the term "Years of Service" shall mean the aggregate annual periods of continuous employment or other service with the Company measured from the Award Recipient's date of hire (or re-hire) and ending on the date the Award Recipient Separates from Service, including employment or other service with any predecessors to the Company and such other entities as approved by the Committee (or its delegatee(s)) for this purpose.  An absence or leave approved by the Company, to the extent permitted by applicable provisions of the Code, shall not be considered an interruption of employment or performance of services for any purpose under this Agreement.

Section 3.  Dividend Equivalent Rights.

Shoulda regular cash dividend be declared on Alpha’s Common Stock at a time when unissued Shares of such Common Stock are subject to the Award, then the number of Shares at that time subject to your Award will automatically be increased by an amount determined in accordance with the following formula, rounded down to the nearest whole share:

X = (A x B)/C, where
X	=	the additional number of Shares which will become subject
		to your Award by reason of the cash dividend;
A	=	the number of unissued Shares subject to this Award as of
		the record date for such dividend;
B	=	the per Share amount of the cash dividend; and
C	=	the closing selling price per Share of the Company’s
		Common Stock on the New York Stock Exchange on the
		payment date of such dividend.

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The additional Shares resulting from such calculation will be subject to the same terms and conditions (including, without limitation, any applicable vesting requirements and forfeiture provisions) as the unissued Shares of Common Stock to which they relate under the Award.

Section 4.  Investment Representation.  Award Recipient hereby acknowledges that the Units and Shares relating to the Units shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or as otherwise provided herein or in the Plan.  Award Recipient also agrees that the Units and Shares which Award Reci pient acquires pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state.

Section 5. Rights as an Award Recipient.  You will not have any stockholder rights, including voting rights and actual dividend rights, with respect to the shares subject to your Award until you become the record holder of those shares following their actual issuance to you and your satisfaction of the applicable withholding taxes.

Section 6.  Clawback/Recoupment.

(a)      The Committee may, to the extent permitted by governing law, require reimbursement of any payment of Common Stock received upon the vesting of this Award if the Award Recipient is an employee of pay grade 22 or higher as of the Issue Date and the Committee has determined, in its sole discretion, that the Award Recipient engaged in ethical misconduct in violation of the Company's Code of Business Ethics, which the Committee reasonably determines caused material business or reputational harm to the Company.

(b)      If the Committee reasonably determines that any payment of Common Stock received upon the vesting of this Award should be reimbursed under subsection (a), then the Award Recipient shall be required to promptly reimburse the Company in an amount the Committee reasonably determines to be appropriate, which could equal the full value of the Common Stock the Award Recipient received hereunder for three years after its issuance.

(c)      In the event the Award Recipient is obligated to reimburse the Company for amounts under subsection (b), the Company may, at its sole election:

(i)  require the Award Recipient to pay the amount in a lump sum within 30 days of such determination;

(ii)  deduct the amount from any other compensation owed to the Award Recipient (as a condition to acceptance of this Award, the Award Recipient agrees to permit the deduction provided for by this subparagraph); or

(iii)  a combination of subsections (c)(i) and (c)(ii).

(d)      By participating in the Plan, the Award Recipient agrees that timely payment to the Company as set forth in this Section 6 is reasonable and necessary, and that timely payment to the Company as set forth in this Section 6 is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company.The Award Recipient further acknowledges and agrees that the Award Recipient's Units shall be cancelled and forfeited without payment by the Company if the Committee reasonably determines that the Award Recipient has engaged in the conduct specified under subsection (a).

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Section 7.  Taxes and Withholdings.   Award Recipient acknowledges that any income for federal, state or local income tax purposes, including payroll taxes, that the Award Recipient is required to recognize on account of the vesting of the Units and/or issuance of the Shares to Award Recipient shall be subject to withholding of tax by the Company.  In accordance with administrative procedures established by the Company, Award Recipient may elect to satisfy Award Recipient’s minimum statutory withholding tax obligations, if any, on account of the vesting of the Units and/or issuance of Shares, in one or a combination of the following methods:  in cash or by separate check made payable to the Company and/or by authorizing the Company to withhold from the Shares to be issued to the Award Recipient a sufficient number of whole Shares distributable in connection with such Award equal to the applicable minimum statutory withholding tax obligation.  Notwithstanding any provision herein to the contrary, in the event an Award becomes subject to FICA taxes before the Shares under the Award would otherwise be issued, the Company shall (and without providing the Award Recipient with an election) issue a sufficient number of whole Shares under such Award, that does not exceed the applicable minimum statutory withholding tax obligation with respect to such FICA taxes and any federal, state or local income taxes that may apply as a result of such accelerated issuance of Shares and the Company shall withhold such Shares to satisfy such FICA and any related income tax liability; provided, however, that any such accelerated issuance of Shares shall be made only to th e extent permitted under Treasury Regulations section 1.409A-3(j)(4)(vi).  In the event Award Recipient does not make such payments when requested or required, the Company may refuse to issue or cause to be delivered any Shares under this Agreement or any other incentive plan agreement entered into by Award Recipient and the Company until such payment has been made or arrangements for such payment satisfactory to the Company have been made.

Section 8.  No Right to Employment.  Neither the Plan nor this Agreement shall be deemed to give Award Recipient any right to continue to be employed by, or to provide services to, the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company’s right to terminate the employment or services of the Award Recipient at any time.

Section 9.  Further Assistance.  Award Recipient will provide assistance reasonably requested by the Company in connection with actions taken by Award Recipient while employed by the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Award Recipient was employed by the Company.

Section 10.  Confidentiality.  Award Recipient acknowledges that the business of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in its business to obtain a competitive advantage over competitors. Award Recipient further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.  Award Recipient acknowledges that by reason of Award Recipient’s duties to and association with the Company, Award Recipient has had and will have access to and has and will become informed of confidential business information which is a competitive asset of the Company. Award Recipient hereby agrees that Award Recipient will not, at any time, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, or make any use thereof, except in the carrying out of employment responsibilities.  Award Recipient shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft.  Confidential business information shall n ot include information in the public domain (but only if the same becomes part of the public domain through a means other than a disclosure prohibited hereunder).  The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which Award Recipient’s legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that Award Recipient shall, to the extent practicable and lawful in any such events, give prior notice to the Company of Award Recipient’s intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which Award Recipient will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company would not be considered confidential to the Company.  In addition to any other remedy available at law or in equity, in the event of any breach by Award Recipient of the provisions of this Section 10 which is not waived in writing by the Company, all vesting of the Units shall cease effective upon the occurrence of the actions or inactions by Award Recipient constituting a breach by Award Recipient of the provisions of this Section 10.

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Section 11.  Binding Effect; No Third Party Beneficiaries.  This Agreement shall be binding upon and inure to the benefit of the Company and Award Recipient and their respective heirs, representatives, successors and permitted assigns.  This Agreement shall not confer any rights or remedies upon any person other than the Company and the Award Recipient and their respective heirs, representatives, successors and permitted assigns.  The parties agree that this Agreement shall survive the issuance of the Shares.

Section 12.  Agreement to Abide by Plan; Conflict between Plan and Agreement.  The Plan is hereby incorporated by reference into this Agreement and the Plan is made a part hereof as though fully set forth in this Agreement.  Award Recipient, by acceptance of this Award, (i) represents that he or she is familiar with the terms and provisions of the Plan, and (ii) agrees to abide by all of the terms and conditions of this Agreement, and the Plan. Award Recipient accepts as binding, conclusive and final all decisions or interpretations of the Committee (or its designee) of the Plan upon any question arising under the Plan and this Agreement (including, without limitation, th e date of Award Recipient’s Separation from Service).  In the event of any conflict between the Plan and this Agreement, the Plan shall control and this Agreement shall be deemed to be modified accordingly, except to the extent that the Plan gives the Committee express authority to vary the terms of the Plan by means of this Agreement, in which case, this Agreement shall govern.

Section 13.  Entire Agreement.  Except as otherwise provided herein, the Plan and this Agreement constitute the entire agreement between the parties and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter of this Agreement.

Section 14.  Choice of Law.  To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement and any action relating to this Agreement must be brought in State and Federal Courts located in the Commonwealth of Virginia.

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Section 15.  Notice.  All notices, requests, demands, claims, and other communications under this Agreement shall be in writing.  Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient and, if to the Company, at its address set forth in Section 19 and, if to the Award Recipient, the Award Recipient's most recent address set forth in the Company's records.  Either party to this Agreement may send any notice, request, demand, claim, or other communication under this Agreement to the in tended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this Section.

Section 16.  Amendments.  This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan.  Notwithstanding, Alpha may, in its sole discretion and without the Award Recipient's consent, modify or amend the terms of this Agreement, impose conditions on the timing and effectiveness of the issuance of the Shares, or take any other action it deems necessary or advisable, to comply with Section 409A (or, if applicable, to cause this Award to be excepted from Section 409A).

Section 17.  Section 409A.  This Award is intended to comply with Section 409A (or an exception thereto) and the regulations promulgated thereunder and shall be construed accordingly.  Notwithstanding, Award Recipient recognizes and acknowledges that Section 409A may impose upon Award Recipient certain taxes or interest charges for which Award Recipient is and shall remain solely responsible.

Section 18.  Legends.  The Company may at any time place legends referencing the provisions of this Agreement, and any applicable federal or state securities law restrictions on all certificates, if any, representing the Shares relating to this Award.

Section 19.  Acknowledgments.

(a)      By accepting the Units, the Award Recipient acknowledges receipt of a copy of the Plan and the prospectus relating to the Units, and agrees to be bound by the terms and conditions set forth in the Plan and this Agreement, as in effect and/or amended from time to time.

(b)      The Plan and related documents, which may include but do not necessarily include the Plan prospectus, this Agreement and financial reports of the Company, may be delivered to you electronically.  Such means of delivery may include but do not necessarily include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Committee’s or its designee's discretion.  Both Internet Email and the World Wide Web are required in order to access documents electronically.

(c)      Award Recipient acknowledges that, by receipt of this Award, Award Recipient has read this Section 19 and consents to the electronic delivery of the Plan and related documents, as described in this Section 19.  Award Recipient acknowledges that Award Recipient may receive from the Company a paper copy of any documents delivered electronically at no cost if Award Recipient contacts the [Vice President of Human Resources] of the Company by telephone at (276) 619-4410 or by mail to One Alpha Place, P.O. Box 2345, Abingdon, VA 24212.  Award Recipient further acknowledges that Award Recipient will be provided with a paper copy of any documents delivered electronically if electronic delivery fails.

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of this ___________, 20__.

ALPHA NATURAL RESOURCES, INC.

By_____________________________________

Name:

TITLE:

Address:
	Alpha Natural Resources, Inc.
	One Alpha Place
	P.O. Box 2345
	Abingdon, VA  24212
	Attn: [Vice President of Human Resources]

AWARD RECIPIENT

_______________________________________

Restricted Stock Unit Award Agreement

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EXHIBIT A

Name of Award Recipient:
Number of Units:
Issue Date:	________ __, 20__
Vesting Period/Schedule:	Except as otherwise provided in the Agreement, the Units will vest in three equal annual installments beginning on the one-year anniversary of the Issue Date.

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EX-10.3

Exhibit 10.3

Alpha Natural Resources, Inc.

2010 Long-Term Incentive Plan

PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR EMPLOYEES

This Performance Share Unit Award Agreement set forth below (this "Agreement") is dated as of the grant date (the "Grant Date") set forth on Exhibit A and is between Alpha Natural Resources, Inc., a Delaware corporation ("Alpha"), and the Eligible Person to whom the Committee has made this Performance Grant (the "Award Recipient").

Alpha has established its 2010 Long-Term Incentive Plan (the "Plan") to advance the interests of Alpha and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of Alpha and any parent, subsidiary or affiliate of Alpha.  All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

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 Alpha, and has authorized the execution and delivery of this Agreement.

Agreement

The parties agree as follows:

Section 1.  Performance Share Unit Award.  Subject to and pursuant to all terms and conditions stated in this Agreement and in the Plan, as of the Grant Date, Alpha hereby makes a Performance Grant to Award Recipient in the form of performance share units ("Performance Share Units").  Each Performance Share Unit awarded under this Agreement shall represent a right to receive one share of Alpha's Common Stock, par value $0.01 per share (the "Common Stock"), to the extent s uch Performance Share Unit is earned pursuant to the terms of this Agreement.  The shares of Common Stock to be issued and delivered to Award Recipient, if any, pursuant to the Performance Share Units awarded under this Agreement, including shares of capital stock, if any, issued from time to time with respect to such shares of Common Stock as a result of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization are referred to in this Agreement as the “Share(s).”

Section 2. Performance Share Units.The target number of Performance Share Units covered by and subject to the terms of this Agreement (the "Target Award") is set forth on Exhibit A.

Section 3. Performance Period.The "Performance Period" means the performance period as set forth on Exhibit A.

Section 4.  Performance Measures. Subject to the provisions of this Agreement, Alpha shall issue and deliver to the Award Recipient one (1) Share for each whole Performance Share Unit that is earned in accordance with the performance measures set forth on Exhibit A; provided, however, that the Committee may reduce the number of Performance Share Units earned under this Award, but in no event may the Committee increase the number of Performance Share Units earned under this Award beyond the performance levels achieved.

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 Section 5.  Delivery of Shares.Except as otherwise provided in this Agreement and subject to satisfaction of the applicable tax withholding requirements set forth in Section 9, Alpha shall cause stock certificate(s) or other evidence of ownership representing the number of Shares earned and determined under Section 4 to be delivered to the Award Recipient in the first calendar year immediately following the end of the Performance Period on or before March 15th of such calendar year; provided, however, that:  (i) except as provided below, no certificate(s) for, or other evidence of ownership of, Shares shall b e delivered with respect to Performance Share Units unless the Committee has certified in writing that the applicable performance targets set forth on Exhibit A and other material terms of this Agreement have been achieved; and (ii) the Company shall not deliver stock certificate(s) or other evidence of ownership representing Shares if the Committee or Designated Administrator or other authorized agent determines, in its or his sole discretion, that the delivery of such certificate(s) or other evidence of ownership would violate the terms of the Plan, this Agreement or applicable law.

Section 6.Separation from Service.

(a)           Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or any agreement between the Award Recipient and the Company, if (i) Award Recipient Separates from Service for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 12, then effective at the close of business on the date the Award Recipient Separates from Service, or the date the Award Recipient breaches the confidentiality covenant as described in Section 12 hereof, as applicable, all of Award Recipient’s Performance Share Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any furthe r obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Share Units.

(b)           Unless otherwise provided in a Company plan applicable to Award Recipient or any agreement between the Award Recipient and the Company, if during the Performance Period (i) the Award Recipient Separates from Service as a result of Award Recipient's Permanent Disability (as defined below) or death, (ii) the Award Recipient experiences an involuntary Separation from Service by the Company other than for Cause (as defined below), or (iii) the Award Recipient Separates from Service as a result of Award Recipient's Retirement (as defined below), the Award Recipient shall be entitled to receive a prorated portion of the Performance Share Units to the extent earned pursuant to Section 4 above, determined at the end of the Performance Period and based on the ratio of the num ber of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period.  Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, thatany payments due on the Award Recipient's death shall be paid to the Award Recipient's estate.

(c)           Unless otherwise provided in a Company plan applicable to Award Recipient or any agreement between the Award Recipient and the Company, in the event that a Change of Control (as defined below) occurs prior to the end of the Performance Period and the Award Recipient experiences an involuntary Separation from Service by the Company other than for Cause (i) within the 90-day period immediately preceding a Change of Control, or (ii) prior to the end of the Performance Period and on or within the one (1) year period following such Change of Control, the Performance Share Units that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). 0; Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient contemporaneous with the consummation of the Change of Control or, if later, on or before the sixtieth (60th) day following the Award Recipient's Separation from Service (but, in each case, within the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4)).

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(d)           For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, the following terms shall have the following meanings:  (i) a "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of the Company's assets in a single transaction or a series of related transactions, (C) the acquisition o f beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreem ent between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of Separation from Service; (iv) the term "Retirement" shall mean (A) the date Award Recipient reaches the age of 62 with ten (10) Years of Service, (B) the date the Award Recipient reaches the age of 65, or (C) a combination of age and Years of Service which equals 80 (for example, an Award Recipient who reaches the age of 50 with thirty (30) Years of Service); and (v) the term "Years of Service" shall mean the aggregate annual periods of continuous employment or other service with the Company measured from the Award Recipient’s date of hire (or re-hire) and ending on the date the Award Recipient Separates from Service, including employment or other service with any affiliates or su bsidiaries which become such after the Grant Date, including any predecessors and any other entities for this purpose as approved by the Committee (or its delegatee(s)), and provided that an absence or leave approved by the Company, to the extent permitted by applicable provisions of the Code, shall not be considered an interruption of employment or performance of services for any purpose under this Agreement.  Whether an Award Recipient has experienced a Separation from Service will be determined based on all of the facts and circumstances in accordance with the guidance issued under Section 409A and, to the extent not inconsistent therewith, the terms of the Plan.

Section 7.  Clawback/Recoupment.

(a)           The Committee may, to the extent permitted by governing law, require reimbursement of any payment of Shares received in settlement of this Award if the Award Recipient is an employee of pay grade 22 or higher as of the Grant Date where:  (i) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange Commission, which restatement occurs no more than three years from the date of settlement of this Award, where the Committee reasonably determines that any employee engaged in intentional misconduct that caused or partially caused the need for the restatement, and a lower payment would have been made to the Awar d Recipient based upon the restated financial results; provided, however, that the Committee reserves the discretion to determine that any Award Recipient shall not be subject to this provision; or (ii) the Award Recipient engaged in ethical misconduct in violation of the Company's Code of Business Ethics, which the Committee reasonably determines caused material business or reputational harm to the Company.

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(b)           If the Committee reasonably determines that any payment of Shares received in settlement of this Award should be reimbursed under subsections (a)(i) or (a)(ii), then the following shall apply:  (i)  in the event reimbursement is required under subsection (a)(i), the Award Recipient shall be required to reimburse the Company in an amount equal to the dollar value of the Common Stock the Award Recipient received in excess of what the Award Recipient would have received on such date had the payment been based upon such restated financial results; or (ii) in the event reimbursement is required under subsection (a)(ii), the Award Recipient shall be required to promptly reimburse the Company in an amount the Committee reasonably determines to be appropr iate, which could equal the full value of the Common Stock the Award Recipient received during such three-year period.  Notwithstanding the foregoing, the Company shall not be required to make any additional payment in the event that the restated financial results would have resulted in a greater number of Shares upon payment of the Award to the Award Recipient.

(c)           In the event the Award Recipient is obligated to reimburse the Company for amounts under subsections (b)(i) or (b)(ii), the Company may, at its sole election:  (i) require the Award Recipient to pay the amount in a lump sum within 30 days of such determination; (ii)  deduct the amount from any other compensation owed to the Award Recipient (as a condition to receiving the performance-based compensation under this Award, the Award Recipient agrees to permit the deduction provided for by this subsection); or (iii)  a combination of subsections (c)(i) and (c)(ii).

(d)           By accepting this Award, the Award Recipient agrees that timely payment to the Company as set forth in this Section 7 is reasonable and necessary, and that timely payment to the Company as set forth in this Section 7 is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company.  The Award Recipient further acknowledges and agrees that the Award Recipient’s Performance Share Units shall be cancelled and forfeited without payment by the Company if the Committee reasonably determines that the Award Recipient has engaged in the conduct specified under subsection (a).

Section 8.  Limitation of Rights;Investment Representation.  Except as otherwise provided in the Plan or this Agreement, no holder of Performance Share Units shall be, or have any of the rights or privileges of, a stockholder of Alpha with respect to any Shares unless and until certificates or other evidence of ownership representing such Shares shall have been issued or reflected in such person’s name.  Prior to actual receipt of the Shares under this Award, Award Recipient may not transfer any interest in the Award or the underlying Shares.  Award Recipient acknowledges and agrees that the Shares which Award Recipient acquires pursuant to this Agreement, if any, shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws, and shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. Any attempt to transfer the Performance Share Units or Shares in violation of this Section or the Plan shall render this Award of Performance Share Units null and void.

Section 9.  Income Taxes.  Award Recipient acknowledges that any income for federal, state or local income tax purposes that Award Recipient is required to recognize on account of the issuance and delivery of Shares to Award Recipient shall be subject to withholding of tax by the Company.  In accordance with administrative procedures established by the Company, Award Recipient may elect to satisfy his or her minimum statutory withholding tax obligations, if any, on account of the issuance of Shares or settlement of this Award in one or a combination of the following methods: in cash or separate check made payable to the Company or by authorizing the Company to withhold from t he Shares to be issued to the Award Recipient hereunder a sufficient number of whole Shares distributable in connection with this Award equal to the applicable minimum statutory withholding tax obligation. In the event Award Recipient does not make such payment when requested, the Company may refuse to issue or cause to be delivered any Shares under this Agreement or any other incentive plan agreement entered into by Award Recipient and the Company until such payment has been made or arrangements for such payment satisfactory to the Company have been made.

Performance Share Unit Award Agreement

for Employees (Grades 22-30)

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Section 10.  Rights to Continued Employment.   Neither the Plan nor this Agreement shall be deemed to give Award Recipient any right to continue to be employed by, or provide services to, the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company's right to terminate the employment or services of the Award Recipient at any time.

Section 11.  Further Assistance.  Award Recipient will provide assistance reasonably requested by the Company in connection with actions taken by Award Recipient while employed by the Company, including, but not limited to, assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Award Recipient was employed by the Company.

Section 12.  Confidentiality.  Award Recipient acknowledges that the business of the Company is highly competitive and that the Company's strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in its business to obtain a competitive advantage over competitors.  Award Recipient further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.  Award Recipient acknowledges that by reason of Award Recipient's duties to and association with the Company, Award Recipient has had and will have access to and has and will become informed of confidential business information which is a competitive asset of the Company.  Award Recipient hereby agrees that Award Recipient will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, or make any use thereof, except in the carrying out of employment responsibilities.  Award Recipient shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft.  0;Confidential business information shall not include information in the public domain (but only if the same becomes part of the public domain through a means other than a disclosure prohibited hereunder).  The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which Award Recipient's legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that Award Recipient shall, to the extent practicable and lawful in any such events, give prior notice to the Company of Award Recipient's intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which Award Recipient will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically rela ted to the Company would not be considered confidential to the Company.  In addition to any other remedy available at law or in equity, in the event of any breach by Award Recipient of the provisions of this Section 12 which is not waived in writing by the Company, all vesting of the Performance Share Units shall cease effective upon the occurrence of the actions or inactions by Award Recipient constituting a breach by Award Recipient of the provisions of this Section 12.

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Section 13.  Binding Effect; No Third Party Beneficiaries.  This Agreement shall be binding upon and inure to the benefit of the Company and Award Recipient and their respective heirs, representatives, successors and permitted assigns.  This Agreement shall not confer any rights or remedies upon any person other than the Company and the Award Recipient and their respective heirs, representatives, successors and permitted assigns.  The parties agree that this Agreement shall survive the issuance of the Shares.

Section 14.  Agreement to Abide by Plan; Conflict between Plan and Agreement.  The Plan is hereby incorporated by reference into this Agreement and is made a part hereof as though fully set forth in this Agreement.  Award Recipient, by execution of this Agreement, (i) represents that he or she is familiar with the terms and provisions of the Plan, and (ii) agrees to abide by all of the terms and conditions of this Agreement  and the Plan.  Award Recipient accepts as binding, conclusive and final all decisions or interpretations of the Designated Administrator of the Plan upon any question arising under the Plan and this Agreement (including, without l imitation, the date of Award Recipient's Separation from Service).  In the event of any conflict between the Plan and this Agreement, the Plan shall control and this Agreement  shall be deemed to be modified accordingly, except to the extent that the Plan gives the Designated Administrator the express authority to vary the terms of the Plan by means of this Agreement, in which case, this Agreementshall govern.

Section 15.  Entire Agreement.  Except as otherwise provided herein, in any Company plan applicable to the Award Recipient, or in any other agreement between Award Recipient and the Company, this Agreement and the Plan, each of which Award Recipient has reviewed and accepted in connection with the grant of the Performance Share Units reflected by this Agreement, constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter of this Agreement.

Section 16.  Choice of Law.  To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement and any action relating to this Agreement must be brought in State and Federal Courts located in the Commonwealth of Virginia.

Section 17.  Notice.  All notices, requests, demands, claims, and other communications under this Agreement shall be in writing.  Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient and, if to Alpha, at its address provided in Section 20, and, if to the Award Recipient, the Award Recipient’s most recent address set forth in the Company’s records.  Either party to this Agreement may send any notice, request, demand, claim, or other co mmunication under this Agreement to the intended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this section.

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Section 18.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 19.  Amendments.  This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan.  Notwithstanding, Alpha may, in its sole discretion and subject to the terms of the Plan, modify or amend the terms of this Agreement, impose conditions on the timing and effectiveness of the issuance of the Shares, or take any other action it deems necessary or advisable, to cause this Award to be excepted from Section 409A of the Code (or to comply therewith to the extent Alpha determines it is not excepted).

Section 20.  Acknowledgements.

(a)           By accepting this Award of Performance Share Units, the Award Recipient acknowledges receipt of a copy of the Plan, and the prospectus relating to this Award of Performance Share Units, and agrees to be bound by the terms and conditions set forth in this Agreement and the Plan, as in effect and/or amended from time to time.

(b)           The Plan and related documents, which may include but do not necessarily include the Plan prospectus, this Agreement and financial reports of the Company, may be delivered to you electronically.  Such means of delivery may include but do not necessarily include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Designated Administrator’s discretion.  Both Internet Email and the World Wide Web are required in order to access documents electronically.

(c)           This Award is intended to be excepted from coverage under Section 409A of the Code and the regulations promulgated thereunder and shall be interpreted and construed accordingly.  Notwithstanding, Award Recipient recognizes and acknowledges that Section 409A of the Code may impose upon the Award Recipient certain taxes or interest charges for which the Award Recipient is and shall remain solely responsible.

(d)           Award Recipient acknowledges that, by receipt of this Award, Award Recipient has read this Section 20 and consents to the electronic delivery of the Plan and related documents, as described in this Section 20.  Award Recipient acknowledges that Award Recipient may receive from the Company a paper copy of any documents delivered electronically at no cost if Award Recipient contacts the [Vice President of Human Resources] of the Company by telephone at (276) 619-4410 or by mail to One Alpha Place, P.O. Box 2345, Abingdon, VA 24212.  Award Recipient further acknowledges that Award Recipient will be provided with a paper copy of any documents delivered electronically if electronic delivery fails.

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of this __________, 20__.

ALPHA NATURAL RESOURCES, INC.

By
Name:
Title:
Address:
	Alpha Natural Resources, Inc.
	One Alpha Place
	P.O. Box 2345
	Abingdon, VA  24212
	Attn: [Vice President of Human Resources]

AWARD RECIPIENT

_________________________________________

Performance Share Unit Award Agreement

for Employees (Grades 22-30)

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EXHIBIT A

Performance Share Unit Award Agreement

for Employees (Grades 22-30)

 9

EX-10.4

Exhibit 10.4

Alpha Natural Resources, Inc.

2010 Long-Term Incentive Plan

Restricted Stock Unit Award Agreement for non-employee directors

This Restricted Stock Unit Award Agreement is dated as of the issue date (the "Issue Date") set forth on Exhibit Aattached hereto (this "Agreement"), and is between Alpha Natural Resources, Inc., a Delaware corporation ("Alpha"), and the individual named as Award Recipient onExhibit A (the "Award Recipient").

Alpha has established its 2010 Long-Term Incentive Plan (the "Plan") to advance the interests of Alpha and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of Alpha and any parent, subsidiary or affiliate of Alpha.  All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

Agreement

The parties agree as follows:

Section 1.  Issuance of Stock.

(a)           Subject and pursuant to all terms and conditions stated in this Agreement and in the Plan, on the Issue Date, Alpha hereby grants to Award Recipient the number of restricted stock units (the "Units") for Alpha’s common stock, par value $0.01 per share (the "Common Stock"), set forth on Exhibit A. Each Unit represents the right to receive one share of Common Stock following the vesting date of that Unit. Except as otherwise provided herein, the Units shall vest on the six-month anniversary of the Award Recipient's Separation from Service as provided on Exhibit A and the shares of Alpha Common Stock which vest under your Unit Award will be issued to you on such six-month anniversary date, or if the vesting date is not a business day, on the next following business day (or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date), subject to your satisfaction of all applicable income and employment withholding taxes.  For purposes of this Agreement, the "Shares" of Common Stock to be issued under this Award shall include all of the shares of Common Stock issued to Award Recipient pursuant to this Agreement plus any Shares issued with respect to such shares of Common Stock before the Shares are actually issued under this Award, including, but not limited to, shares of Alpha’s capital stock issued by way of s tock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

(b)           Notwithstanding the foregoing or any provision of this Agreement or the Plan to the contrary, the delivery of any vested Shares shall be delayed until six (6) months after Award Recipient's Separation from Service to the extent required by Section 409A(a)(2)(B)(i)as provided under the terms of the Plan.

Section 2.  Vesting; Restriction on Transfer and Forfeiture of Unvested Units.

(a)           None of the Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until they have vested and been settled in Shares in accordance with the terms of this Section 2 and Exhibit A.  Except as set forth in this Section 2, if the Award Recipient breaches the confidentiality covenant as described in Section 9 hereof, any Units that are not vested or otherwise settled in Shares in accordance with this Section 2 shall be automatically forfeited to Alpha without any further obligation on the part of Alpha.

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(b)           Except as provided herein, the Units will vest according to the vesting schedule set forth on Exhibit A.  If:  (i) a Change of Control (as defined below) occurs, any unvested Units shall vest, and the Shares subject to the Award shall be issued to the Award Recipient, immediately prior to the consummation of the Change of Control; (ii) Award Recipient experiences a Separation from Service as a result of Award Recipient’s Permanent Disability (as defined below) or death, any unvested Units shall become vested as of such Separation from Service; or (iii) Award Recipient experiences a Separation from Service as a result of the dissolution or liquidation of Alph a, any unvested Units shall vest.

(c)          For purposes of this Agreement, if any, the following terms shall have the following meanings:

(i) the term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha’s assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), or (D) a contested election of directors, as a result of wh ich or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board.  Notwithstanding the foregoing or any provision of this Agreement or the Plan to the contrary, it is intended that the foregoing definition of Change of Control qualify as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Treas. Reg. Section 1.409A-3(i)(5), and shall be interpreted and construed to effectuate such intent;

(ii) the term "Permanent Disability" shall mean the Award Recipient is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; and

(iii) the term "Separation from Service" shall mean the Award Recipient's complete cessation of services for the Company (including all persons treated as a single employer under Sections 414(b) and 414(c)); provided the cessation of services constitutes a good-faith and complete termination of the service relationship and the expiration of all contractual relationships to provide services.  For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Sections 414(b) and 414(c); provided that the language "at least 50 percent" shall be used instead of "at least 80 percent" in each place that it appears in Section 1563(a)(1), (2) and (3) and Treas. Reg. Section 1.414(c)-2; provided, further, where leg itimate business reasons exist (within the meaning of Treas. Reg. Section 1.409A-1(h)(3)), the language "at least 20 percent" shall be used instead of "at least 80 percent" in each place it appears.  Whether an Award Recipient has experienced a Separation from Service will be determined based on all of the facts and circumstances in accordance with the guidance issued under Section 409A and, to the extent not inconsistent therewith, the terms of the Plan.

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Section 3.    Dividend Equivalent Rights.

Shoulda regular cash dividend be declared on Alpha’s Common Stock at a time when unissued Shares of such Common Stock are subject to your Award, then the number of Shares at that time subject to your Award will automatically be increased by an amount determined in accordance with the following formula, rounded down to the nearest whole share:

X = (A x B)/C, where
X	=	the additional number of Shares which will become subject to your Award by reason of the cash dividend;
A	=	the number of unissued Shares subject to this Award as of the record date for such dividend;
B	=	the per Share amount of the cash dividend; and
C	=	the closing selling price per Share of the Company’s Common Stock on the New York Stock Exchange on the payment date of such dividend.

The additional Shares resulting from such calculation will be subject to the same terms and conditions (including, without limitation, any applicable vesting requirements and forfeiture provisions) as the unissued Shares of Common Stock to which they relate under the Award.

Section 4.  Investment Representation.  Award Recipient hereby acknowledges that the Units and Shares relating to the Units shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for such securities under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or as otherwise provided herein or in the Plan.  Award Recipient also agrees that the Units and Shares which Awar d Recipient acquires pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state.

Section 5.   Stockholder Rights.  You will not have any stockholder rights, including voting rights and actual dividend rights, with respect to the shares subject to your Award until you become the record holder of those shares following their actual issuance to you and your satisfaction of the applicable withholding taxes.

Section 6.  Taxes.   Award Recipient should generally recognize ordinary income for federal income tax purposes on the date the Shares which vest under the Award are actually issued to the Award Recipient, and Award Recipient will be solely responsible for any such income tax obligations and any other tax obligations that may arise with respect to such Shares (or Units).

Section 7.  No Right to Perform Continued Services.   Neither the Plan nor this Agreement shall be deemed to give Award Recipient any right to continue to perform services for the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company’s right to terminate the performance of services by the Award Recipient at any time.

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Section 8.  Further Assistance.  Award Recipient will provide assistance reasonably requested by the Company in connection with actions taken by Award Recipient while providing services to the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Award Recipient was providing services to the Company.

Section 9.  Confidentiality.  Award Recipient acknowledges that the business of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in its business to obtain a competitive advantage over competitors. Award Recip ient further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.  Award Recipient acknowledges that by reason of Award Recipient’s duties to and association with the Company, Award Recipient has had and will have access to and has and will become informed of confidential business information which is a competitive asset of the Company. Award Recipient hereby agrees that Award Recipient will not, at any time, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, or make any use thereof, except in the carrying out of employment responsibilities.  Award Recipient shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft.  Confidential business information sh all not include information in the public domain (but only if the same becomes part of the public domain through a means other than a disclosure prohibited hereunder).  The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which Award Recipient’s legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that Award Recipient shall, to the extent practicable and lawful in any such events, give prior notice to the Company of Award Recipient’s intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which Award Recipient will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company would n ot be considered confidential to the Company.  In addition to any other remedy available at law or in equity, in the event of any breach by Award Recipient of the provisions of this Section 9 which is not waived in writing by the Company, all vesting of the Shares shall cease effective upon the occurrence of the actions or inactions by Award Recipient constituting a breach by Award Recipient of the provisions of this Section 9.

Section 10.  Binding Effect; No Third Party Beneficiaries.  This Agreement shall be binding upon and inure to the benefit of the Company and Award Recipient and their respective heirs, representatives, successors and permitted assigns.  This Agreement shall not confer any rights or remedies upon any person other than the Company and the Award Recipient and their respective heirs, representatives, successors and permitted assigns.  The parties agree that this Agreement shall survive the issuance of the Shares.

Section 11.  Agreement to Abide by Plan; Conflict between Plan and Agreement.  The Plan is hereby incorporated by reference into this Agreement and the Plan is made a part hereof as though fully set forth in this Agreement.  Award Recipient, by execution of this Agreement, (i) represents that he or she is familiar with the terms and provisions of the Plan, and (ii) agrees to abide by all of the terms and conditions of this Agreement, and the Plan.  Award Recipient accepts as binding, conclusive and final all decisions or interpretations of the Committee (or its designee) of the Plan upon any question arising under the Plan, and this Agreement (including, withou t limitation, the date of Award Recipient’s Separation from Service).  In the event of any conflict between the Plan and this Agreement, the Plan shall control and this Agreement shall be deemed to be modified accordingly, except to the extent that the Plan gives the Committee express authority to vary the terms of the Plan by means of this Agreement, in which case, this Agreement shall govern.

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Section 12.  Entire Agreement.  Except as otherwise provided herein, the Plan and this Agreement constitute the entire agreement between the parties and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they relate in any way to the subject matter of this Agreement.

Section 13.  Choice of Law.  To the extent not superseded by federal law, the laws of the state of Delaware (without regard to the conflicts laws of Delaware) shall control in all matters relating to this Agreement and any action relating to this Agreement must be brought in State and Federal Courts located in the Commonwealth of Virginia.

Section 14.  Notice.  All notices, requests, demands, claims, and other communications under this Agreement shall be in writing.  Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient at the address set forth in Section 18 herein or Exhibit A.  Either party to this Agreement may send any notice, request, demand, claim, or other communication under this Agreement to the intended recipient at such add ress using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this Section.

Section 15.  Amendments.  This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan.  Notwithstanding, Alpha may, in its sole discretion and without the Award Recipient's consent, modify or amend the terms of this Agreement, impose conditions on the timing and effectiveness of the issuance of the Shares, or take any other action it deems necessary or advisable, to comply with Section 409A (or, if applicable, to cause this Award to be excepted from Section 409A).

Section 16.  Section 409A.  This Award is intended to comply with Section 409A (or an exception thereto) and the regulations promulgated thereunder and shall be construed accordingly.  Notwithstanding, Award Recipient recognizes and acknowledges that Section 409A may impose upon Award Recipient certain taxes or interest charges for which Award Recipient is and shall remain solely responsible.

Section 17.  Legends.  The Company may at any time place legends referencing the provisions of this Agreement, and any applicable federal or state securities law restrictions on all certificates, if any, representing the Shares relating to this Award.

Section 18.  Acknowledgments.

(a)           By accepting the Units, the Award Recipient acknowledges receipt of a copy of the Plan and the prospectus relating to the Units, and agrees to be bound by the terms and conditions set forth in the Plan and this Agreement, as in effect and/or amended from time to time.

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(b)           The Plan and related documents, which may include but do not necessarily include the Plan prospectus, this Agreement and financial reports of the Company, may be delivered to you electronically.  Such means of delivery may include but do not necessarily include the delivery of a link to a Company intranet site or the internet site of a third party involved in administering the Plan, the delivery of the documents via e-mail or CD-ROM or such other delivery determined at the Committee’s or its designee's discretion.  Both Internet Email and the World Wide Web are required in order to access documents electronically.

(c)           Award Recipient acknowledges that, by receipt of this Award, Award Recipient has read this Section 18 and consents to the electronic delivery of the Plan and related documents, as described in this Section 18.  Award Recipient acknowledges that Award Recipient may receive from the Company a paper copy of any documents delivered electronically at no cost if Award Recipient contacts the [Vice President of Human Resources] of the Company by telephone at (276) 619-4410 or by mail to One Alpha Place, P.O. Box 2345, Abingdon, VA 24212.  Award Recipient further acknowledges that Award Recipient will be provided with a paper copy of any documents delivered electronically if electronic delivery fails.

[Remainder of this Page Intentionally Left Blank]

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EXHIBIT A

Name of Award Recipient:
Address of Award Recipient:
Issue Date:
Number of Shares Subject to Award:	________ shares of Alpha's common stock
Vesting Period/Schedule:	Except as otherwise provided in the Agreement, this Award shall vest upon the six-month anniversary of the Award Recipient's Separation from Service with the Company.
Issuance Schedule of Shares:	Except as otherwise provided in the Agreement, the Shares subject to the Award will be issued on the six-month anniversary date of the Award Recipient's Separation from Service (or as soon as reasonably practicable but in no event later than the 15th day of the third month following such date).

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EX-12.1

Exhibit 12.1

Alpha Natural Resources, Inc

Computation of Ratio of Earnings to Fixed Charges

(Amounts in thousands except ratio)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Earnings:
Income from continuing operations before income taxes	$	34,254		$	22,001		$	70,202		$	82,249
Adjustments:
Fixed charges		21,593			10,577			45,246			20,862
Loss from equity investees		436			40			758			75
Amortization of capitalized interest		21			29			56			65
Capitalized interest		(226	)		(111	)		(341	)		(200	)
	$	56,078		$	32,536		$	115,921		$	103,051
Fixed Charges:
Interest expense	$	18,504		$	10,166		$	40,624		$	20,019
Loss on early extinguishment of debt		1,349			-			1,349			-
Portion of rental expense representative of interest		1,514			300			2,932			643
Capitalized interest		226			111			341			200
	$	21,593		$	10,577		$	45,246		$	20,862
Ratio of earnings to fixed charges		2.60			3.08			2.56			4.94

EX-12.2

Exhibit 12.2

Alpha Natural Resources, Inc. and Subsidiaries

Computation of Other Ratios

As of June 30, 2010

(Amounts in thousands except ratios)

Adjusted EBITDA to cash interest ratio: The Adjusted EBITDA to cash interest ratio is defined as Adjusted EBITDA divided by net cash interest expense (defined as interest expense plus/minus interest income and non-cash interest expense). (1)

Adjusted EBITDA (1)	$	829,031
Pro Forma net cash interest expense (1)	$	49,483
Adjusted EBITDA to cash interest ratio		16.8

(1) Adjusted EBITDA and pro forma net cash interest expense are defined and calculated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Material Debt Covenants” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

Maximum Total Debt less Unrestricted Cash to Adjusted EBITDA Ratio: The maximum total debt less unrestricted cash to adjusted EBITDA ratio is defined as total net debt (defined as the sum of note payable and long-term debt less cash and cash equivalents) divided by Adjusted EBITDA.

Long-term debt, excluding debt discount	$	819,600
Cash and cash equivalents		(418,885	)
Total Net Debt	$	400,715
Adjusted EBITDA (1)	$	829,031
Total debt less unrestricted cash to adjusted EBITDA ratio		0.5

(1) Adjusted EBITDA is defined and calculated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Material Debt Covenants” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

EX-31.(A)

EXHIBIT 31(a)

CERTIFICATIONS

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Kevin S. Crutchfield, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of Alpha Natural Resources, Inc. (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d. Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 Date: August 9, 2010

By: /s/ Kevin S. Crutchfield

Kevin S. Crutchfield

Chief Executive Officer

(Principal Executive Officer)

EX-31.(B)

EXHIBIT 31(b)

CERTIFICATIONS

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Frank J. Wood, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of Alpha Natural Resources, Inc. (the “Registrant”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d. Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 Date: August 9, 2010

By: /s/ Frank J. Wood

Frank J. Wood

Executive Vice President and Chief Financial Officer

 (Principal Financial Officer)

EX-32.(A)

EXHIBIT 32(a)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Alpha Natural Resources, Inc. (the “Registrant”) for the period ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin S. Crutchfield, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 9, 2010

 By: /s/ Kevin S. Crutchfield

Kevin S. Crutchfield

Chief Executive Officer

 (Principal Executive Officer)

EX-32.(B)

EXHIBIT 32(b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Alpha Natural Resources, Inc. (the “Registrant”) for the period ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank J. Wood, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 9, 2010

By: /s/ Frank J. Wood

Frank J. Wood

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)