EX-24. 2 rrd132341_148795.htm POWER OF ATTORNEY rrd132341_148795.html
                                                                    Exhibit 24.1
                                POWER OF ATTORNEY

    For Executing Form ID, Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Megan Cordle, Anita Stair, Mindy Kerber and Brian Cantrell,
signing singly, the undersigned's true and lawful attorney-in-fact to:

         (1)      prepare, execute in the undersigned's name and on the
                  undersigned's behalf, and submit to the Securities and
                  Exchange Commission a Form ID, including amendments thereto,
                  and any other documents necessary or appropriate to obtain
                  codes and passwords enabling the undersigned to make
                  electronic filings with the Securities and Exchange Commission
                  of reports required by Section 16(a) and Section 13(d) and
                  13(g) of the Securities Exchange Act of 1934 or any rule or
                  regulation of the Securities and Exchange Commission;

         (2)      execute for and on behalf of the undersigned (a) Forms 3, 4
                  and 5 (including amendments thereto and joint filing
                  agreements in connection therewith) in accordance with Section
                  16(a) of the Securities Exchange Act of 1934 and the rules
                  thereunder, (b) Form 144 and (c) Schedules 13D and 13G
                  (including amendments thereto and joint filing agreements in
                  connection therewith) in accordance with Sections 13(d) and
                  13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder;

         (3)      do and perform any and all acts for and on behalf of the
                  undersigned that may be necessary or desirable to complete and
                  execute any such Form 3, 4 or 5, Form 144 or Schedule 13D or
                  13G (including amendments thereto and joint filing agreements
                  in connection therewith) and timely file such Forms or
                  Schedules with the Securities and Exchange Commission and any
                  stock exchange, self-regulatory association or any other
                  authority; and

         (4)      take any other action of any type whatsoever in connection
                  with the foregoing that, in the opinion of each such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required of the undersigned, it being
                  understood that the documents executed by the attorney-in-fact
                  on behalf of the undersigned pursuant to this Power of
                  Attorney shall be in such form and shall contain such terms
                  and conditions as the attorney-in-fact may approve in the
                  attorney-in-fact's discretion.

         The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact, or the
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is Alliance Holdings GP, L.P. assuming) any
of the undersigned's responsibilities to comply with Section 16, Section 13(d)
or Section 13(g) of the Securities Exchange Act of 1934.

         The undersigned agrees that each such attorney-in-fact may rely
entirely on information furnished orally or in writing by the undersigned to the
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
Alliance Holdings GP, L.P. and each such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
executing, acknowledging, delivering or filing Form 3, 4 or 5, Form 144 or
Schedule 13D or 13G (including amendments thereto and joint filing agreements in
connection therewith) and agrees to reimburse Alliance Holdings GP, L.P. and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 13D and 13G (including amendments thereto and joint filing agreements
in connection therewith) with respect to the undersigned's holdings of and
transactions in securities issued by Alliance Holdings GP, L.P., unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.
         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date written below.

                                        /s/ Bret A. Hardwick
                                        ------------------------
                                        Signature

                                        Bret A. Hardwick
                                        ------------------------
                                        Printed Name

                                        2/1/07
                                        ------------------------
                                        Date