X0303 4 2009-01-12 0001301063 Foundation Coal Holdings, Inc. FCL 0001362741 Pack A Scott Jr 999 CORPORATE BOULEVARD SUITE 300 LINTHICUM HEIGHTS MD 21090 1 Sr. VP, Sales and Marketing Restricted Stock Units 0 2009-01-12 4 A 0 23517 0 A Common Stock 23517 67173 D Each restricted stock unit represents a contingent right to receive one share of Foundation Coal Holdings, Inc. common stock. Includes 23,517 Restricted Stock Units (11,613 Time Restricted Stock Units, 5,952 EBITDA Restricted Stock Units, and 5,952 Free Cash Flow Restricted Stock Units, granted pursuant to the Company's Amended and Restated 2004 Stock Incentive Plan with a grant date of January 12, 2009. One-third of the Time Restricted Stock Units vest on December 31, 2009 and each December 31st thereafter until such Time Restricted Stock Units are one hundred percent vested. Subject to achieving each of certain EBITDA and Free Cash Flow performance criteria, up to one-third of the EBITDA and Free Cash Flow Restricted Stock Units can be earned respectivly on each Performance Date through December 31, 2011. Contingent upon continued employment, Restricted Stock Units earned on each Performance Date vests on February 27, 2012. pack.TXT A. Scott Pack Jr. 2009-01-13