Alpha Natural Resources DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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x	Definitive Proxy Statement
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¨	Soliciting Material Pursuant to §240.14a-12
ALPHA NATURAL RESOURCES,INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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NOTICE OF 2011 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

To Be Held May 17, 2012

ALPHA NATURAL RESOURCES, INC.

One Alpha Place

P.O. Box 16429

Bristol, Virginia 24209

To the Stockholders of Alpha Natural Resources, Inc.:

NOTICE IS HEREBY GIVEN that Alpha Natural Resources, Inc.’s (“Alpha” or the “Company”) 2012 annual meeting of stockholders will be held at 8:00 a.m. local time on Thursday, May 17, 2012, at The Martha Washington Hotel & Spa, 150 W. Main Street, Abingdon, VA 24210 (the “Annual Meeting”). The terms“Alpha,” “the Company,” “we,” “our,” “us,”and similar terms refer to Alpha Natural Resources, Inc. and its subsidiaries.

At the meeting, we will ask stockholders to consider and act upon the following matters:

1. The election of nine directors nominated by our board of directors for a term of one year;

2. A proposal to approve the Alpha Natural Resources, Inc. 2012 Long-Term Incentive Plan;

3. Advisory approval of the Company’s executive compensation; and

4. Ratification of KPMG LLP as Alpha’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

We plan to hold a brief business meeting focused on these items, at which we will address any other proper business that may arise and we will offer reasonable time for your comments and questions.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSALS 1, 2, 3, AND 4.These proposals are further described in the proxy statement.

Only Alpha stockholders of record at the close of business on March 27, 2012 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. For ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Alpha’s corporate offices located at One Alpha Place, Bristol, Virginia 24202.

YOUR VOTE IS VERY IMPORTANT. IF YOU ARE UNABLE TO ATTEND THE MEETING, WE URGE YOU TO VOTE YOUR PROXY IN ANY ONE OF THE FOLLOWING THREE WAYS:

• VIA THE INTERNET, which we encourage if you have Internet access, at the address shown on your proxy card;

• BY TELEPHONE, using the toll-free telephone number shown on the proxy card; or

• BY MAIL, by completing, signing and returning the enclosed proxy card in the postage-paid envelope.

By Order of the Board of Directors,

Michael J. Quillen

Chairman of the Board of Directors

April 4, 2012

TABLE OF CONTENTS

	Page
GENERAL INFORMATION ABOUT ALPHA’S ANNUAL MEETING		1
BOARD RECOMMENDATIONS ON PROPOSALS AND APPROVAL REQUIREMENTS		3
VOTING AND PROXY PROCEDURE		5
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORT		7
PROPOSAL 1 — ELECTION OF DIRECTORS		8
STOCKHOLDER PROPOSALS FOR THE 2013 ANNUAL MEETING		14
CORPORATE GOVERNANCE AND RELATED MATTERS		15
Director Independence		15
The Board of Directors and its Committees		16
Board Leadership Structure		16
Board and Committee Membership		17
Audit Committee		18
Compensation Committee		18
Nominating and Corporate Governance Committee		21
Safety, Health, Environmental and Sustainability Committee		24
Board’s Role in Risk Management Oversight		24
Code of Business Ethics		25
Director Compensation in 2011		26
Additional Information Regarding Our Director Compensation Table		28
Stockholder and Other Interested Parties’ Communications with the Board of Directors		31
EXECUTIVE OFFICERS		32
EXECUTIVE COMPENSATION		34
Compensation Discussion and Analysis		34
Compensation Committee Report		53
Compensation and Risk		53
Summary Compensation Table		54
Grants of Plan-Based Awards in 2011		56
Additional Information Regarding Our Summary Compensation Table and Grants of Plan-Based Awards Table		57
Outstanding Equity Awards at Fiscal Year-End 2011		61
Option Exercises and Stock Vested in 2011		63
Pension Benefits in 2011		63
Additional Information Regarding Our Pension Benefits Table		64
Nonqualified Deferred Compensation in 2011		67
Additional Information Regarding Our Nonqualified Deferred Compensation Plan Table		68
Potential Payments Upon Termination or Change in Control		69
Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control		78
PROPOSAL 2 — APPROVAL OF 2012 LONG-TERM INCENTIVE PLAN		83
PROPOSAL 3 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION		92
EQUITY COMPENSATION PLAN INFORMATION		94
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		96
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		99
POLICY WITH RESPECT TO RELATED PERSON TRANSACTIONS		99
REPORT OF THE AUDIT COMMITTEE		101
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		102
PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		103
APPENDIX A		A-1

-i-

PROXY STATEMENT

For 2012 Annual Meeting of Stockholders of

Alpha Natural Resources, Inc.

To Be Held On

May 17, 2012

GENERAL INFORMATION ABOUT ALPHA’S ANNUAL MEETING

The board of directors of Alpha Natural Resources, Inc. (“Alpha” or the “Company”) is soliciting proxies to be voted on the stockholders’ behalf at the 2012 annual meeting of stockholders (the “Annual Meeting”). This document includes information about the issues to be voted upon at the Annual Meeting.

In accordance with rules adopted by the United States Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials other than as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy over the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will first be sent to stockholders on or about April 4, 2012. The proxy statement and the form of proxy relating to the 2012 Annual Meeting will first be made available to stockholders on or about April 4, 2012 atwww.proxyvote.com. In accordance with SEC rules, the website,www.proxyvote.com,provides complete anonymity with respect to a stockholder accessing the website.

The Annual Meeting will be held on Thursday, May 17, 2012, at 8:00 a.m. local time, at The Martha Washington Hotel & Spa, 150 W. Main Street, Abingdon, VA 24210. Directions to the meeting are provided in the Notice of Internet Availability of Proxy Materials and proxy card.

Who is entitled to vote at the Annual Meeting?

Anyone who owns of record Alpha common stock as of the close of business on March 27, 2012, which our board of directors has determined to be the record date for the Annual Meeting, is entitled to one vote per share owned. There were 220,255,314 shares outstanding as of March 27, 2012.

Who is soliciting my proxy to vote my shares?

Alpha’s board of directors is soliciting your “proxy” or your authorization for our representatives to vote your shares. Your proxy will be effective for the May 17, 2012 Annual Meeting and at any adjournment or continuation of that meeting.

Who is paying for and what is the cost of soliciting proxies?

Alpha is bearing the entire cost of soliciting proxies. Proxies will be solicited principally through the mail, but may also be solicited personally or by telephone, facsimile, or special letter by Alpha’s directors, officers, and regular employees for no additional compensation. To assist in the solicitation of proxies and the distribution and collection of proxy materials, Alpha has engaged Innisfree M&A Incorporated, a proxy solicitation firm, for an estimated fee of $7,000. Alpha will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending proxy materials to their customers or principals who are the beneficial owners of shares of common stock.

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Who can attend the meeting?

Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. If you are not a stockholder of the Company, you will be admitted only if you have a valid legal proxy, form of photo identification and sign-in at the registration desk. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration will begin at 7:30 a.m. If you attend, please note that you may be asked to present valid picture identification, such as a driver’s license or passport. The use of cell phones, smartphones, pagers, recording and photographic equipment and/or computers is not permitted at the Annual Meeting.

Please also note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and sign in at the registration desk at the meeting.

What constitutes a quorum?

For business to be conducted at the Annual Meeting, a quorum constituting a majority of the shares of Alpha common stock issued and outstanding and entitled to vote must be in attendance or represented by proxy.

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BOARD RECOMMENDATIONS ON PROPOSALS AND APPROVAL REQUIREMENTS

Delaware law, the New York Stock Exchange (“NYSE”) and/or Alpha’s certificate of incorporation and bylaws govern the vote on each of the proposals. A description of each proposal to be considered at the Annual Meeting is provided in this proxy statement along with the board of directors’ voting recommendation with respect to such proposal. The board of directors’ recommendations and the approval requirements with respect to each such proposal are summarized below:

PROPOSAL 1. ELECTION OF DIRECTORS

The first proposal item to be voted on is the election of nine directors. The board of directors has nominated nine people to serve as directors, each of whom is currently serving as a director of Alpha.

You may vote in favor of a nominee, vote against a nominee, or abstain from voting as to any nominee. Each share of common stock may be voted for as many nominees as there are directors to be elected. Each director shall be elected to the board of directors if the votes cast for such director nominee’s election exceed the votes cast against such nominee’s election. Stockholders may not cumulate their votes.

For more information regarding this proposal, see “Proposal 1 — Election of Directors.”

The board of directors unanimously recommends a vote “FOR” each director nominee.

PROPOSAL 2. APPROVAL OF THE 2012 LONG-TERM INCENTIVE PLAN

The second proposal item to be voted on is approval of the 2012 Long-Term Incentive Plan.

You may vote in favor of the proposal, vote against the proposal or abstain from voting. The proposal will pass if approved by a majority of the shares present in person or represented and entitled to vote on the matter; provided that the total votes cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.

For more information regarding this proposal, see “Proposal 2 — Approval of 2012 Long-Term Incentive Plan.”

The board of directors unanimously recommends a vote “FOR” the approval of the 2012 Long-Term Incentive Plan.

PROPOSAL 3. ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

The third proposal item to be voted on is the advisory approval of the Company’s executive compensation.

You may vote in favor of the proposal, vote against the proposal or abstain from voting. The advisory vote to approve the compensation paid to our executive officers as reported in this proxy statement will pass if approved by a majority of the shares present in person or represented and entitled to vote on the matter.

As an advisory vote, your vote will not be binding on the Company or the board of directors. However, our board of directors and our compensation committee, which is responsible for designing and administering the Company’s executive compensation program, value the opinions of our stockholders and to the extent there is any significant vote against the compensation paid to our named executive officers in 2011, we will consider our stockholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns when making future compensation decisions.

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For more information regarding this proposal, see “Proposal 3 — Advisory Approval of the Company’s Executive Compensation.”

The board of directors unanimously recommends a vote “FOR” the advisory approval of the Company’s executive compensation.

PROPOSAL 4. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP

The fourth proposal item to be voted on is the ratification of KPMG LLP as Alpha’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

You may vote in favor of the proposal, vote against the proposal or abstain from voting. The proposal will pass if approved by a majority of the shares present in person or represented and entitled to vote on the matter.

For more information regarding this proposal, see “Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm.”

The board of directors unanimously recommends a vote “FOR” the ratification of KPMG LLP as Alpha’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

The board of directors is not aware of any other business to be presented for a vote of the stockholders at the Annual Meeting. If any other matters are properly presented for a vote, the people named herein as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

The chairman of the Annual Meeting may refuse to allow presentation of a proposal or nominee for the board of directors if the proposal or nominee was not properly submitted. The requirements for submitting proposals and nominations for next year’s annual meeting are described in the section entitled “Stockholder Proposals for the 2013 Annual Meeting.”

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VOTING AND PROXY PROCEDURE

What are the voting rights of holders of Alpha common stock?

Each outstanding share of Alpha common stock will be entitled to one vote on each matter considered at the Annual Meeting.

How do I vote?

You may vote your shares in four different ways:

1. BY MAIL. Mark your voting instructions on, and sign and date, the proxy card and then return it in the postage-paid envelope provided. The board of directors recommends that you vote by proxy even if you plan on attending the meeting. If you mail your proxy card, we must receive it before the polls close at the end of the meeting.

2. IN PERSON. You may deliver your completed proxy in person at the meeting. “Street name” or nominee account stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.

3. VIA TELEPHONE. You may vote your shares by telephone by calling the toll-free telephone number provided on the proxy card provided herewith. If you own your shares in “street name” or in a nominee account, you may place your vote by telephone by following the instructions on the proxy card provided by your broker, bank or other holders of record.

4. VIA INTERNET. You may vote your shares via the internet by following the instructions on the proxy card provided herewith. If you own your shares in “street name” or in a nominee account, you may place your vote through the Internet by following the instructions on the proxy card provided by your broker, bank or other holders of record.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at the transfer agent or with stock brokers or other nominees. Please complete and provide your voting instructions for all proxy cards that you receive.

How do I revoke my proxy or change my voting instructions?

You may revoke your proxy or change your voting instructions in four different ways:

1. WRITE TO ALPHA’S SECRETARY, VAUGHN R. GROVES, AT ONE ALPHA PLACE, P.O. BOX 16429, BRISTOL, VIRGINIA, 24209. Your letter should contain the name in which your shares are registered, your control number, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Mr. Groves must receive your letter before the Annual Meeting begins.

2. SUBMIT A NEW PROXY CARD BEARING A LATER DATE THAN THE ONE YOU WISH TO REVOKE. A valid later-dated proxy will automatically revoke any proxy previously submitted by you. If you own your shares in “street name,” because your broker or other “street” nominee is actually the record owner, you must obtain a new proxy card from the broker or other “street” nominee. If you are a holder of record, then you must obtain a new proxy card from Alpha’s transfer agent, Computershare Investor Services at (800) 564-6253. We must receive your new proxy card before the Annual Meeting begins.

3. SUBMIT VOTING INSTRUCTIONS AGAIN BY TELEPHONE OR THE INTERNET. If you are a “street name” stockholder, you must follow instructions found on the voting instruction card provided by your broker or other “street” nominee, or contact your broker or other “street” nominee in order to revoke your previously given proxy.

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4. ATTEND THE ANNUAL MEETING AND VOTE IN PERSON AS DESCRIBED ABOVE (OR BY PERSONAL REPRESENTATIVE WITH AN APPROPRIATE PROXY). Attendance at the meeting will not by itself revoke a previously granted proxy; you must also vote your shares.

How will proxies be voted if I give my authorization?

The board of directors has selected Michael J. Quillen, Kevin S. Crutchfield, Vaughn R. Groves, and Richard R. Grinnan, and each of them, to act as proxies with full power of substitution. All properly executed proxy cards delivered by stockholders and not previously revoked will be voted at the Annual Meeting in accordance with the directions given. IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY CARD WILL BE VOTED (a) “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES (PROPOSAL 1); (b) “FOR” THE APPROVAL OF THE 2012 LONG-TERM INCENTIVE PLAN (PROPOSAL 2); (c) “FOR” THE ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL 3); and (d) “FOR” THE RATIFICATION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 4). Management knows of no other matters that may come before the Annual Meeting for consideration by the stockholders. However, if any other matter properly comes before the Annual Meeting, the persons named as proxies will vote upon such matters in accordance with the recommendation of the board of directors, or, in the absence of such a recommendation, in accordance with their best judgment.

How will votes be counted?

The inspector of elections appointed by the board of directors for the Annual Meeting will calculate affirmative votes, negative votes, abstentions and broker non-votes. Under Delaware law, abstentions will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting. An abstention has the same effect as a vote “against” a particular proposal except, in the case of Proposal 1 (election of directors), where abstentions will have no effect on the outcome.

You, as beneficial owner, own your shares in “street name” if your broker or other “street” nominee is actually the record owner. Under the NYSE rules, brokers or other “street” nominees have authority to vote in their discretion on “routine” matters, such as the proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2012 (Proposal 4), if they have not received voting instructions from their clients who are the beneficial owners of such shares at least ten days before the date of the meeting. When the broker or other “street” nominee does not receive voting instructions from clients with respect to “non-routine” matters, such as the election of directors (Proposal 1), the approval of the 2012 Long-Term Incentive Plan (Proposal 2), and the advisory approval of the Company’s executive compensation (Proposal 3), the broker or other “street” nominee may not vote on the matter, resulting in a “broker non-vote.” Broker non-votes are included in the calculation of the number of votes considered to be present at the Annual Meeting for purposes of determining a quorum, but otherwise will not affect the voting outcome of the proposals.

Where do I find voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Preliminary or final voting results will also be published in Alpha’s current report on Form 8-K on or about May 23, 2012, which will be filed with the SEC. You may receive a copy of such Form 8-K by contacting Alpha’s investor relations at (276) 739-5328, or the SEC at (800) SEC-0330 for the location of its nearest public reference room. You may also access a copy on the internet atwww.alphanr.com or through EDGAR, the SEC’s electronic data system, atwww.sec.gov.

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CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORT

Householding.

The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, beneficial stockholders who have the same address and last name and who do not participate in electronic delivery or Internet access of proxy materials will receive only one copy of the Company’s annual report and proxy statement unless one or more of these stockholders notifies the Company that they wish to continue receiving individual copies. This procedure is designed to reduce duplicate mailings and save significant printing and processing costs as well as natural resources. Each stockholder who participates in householding will continue to receive a separate proxy card or notice. Your consent to householding is perpetual unless you withhold or revoke it. You may revoke your consent at any time by contacting Broadridge Financial Solutions, Inc., either by calling toll-free at (800) 542-1061 or by writing to Broadridge Financial Solutions, Inc. Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of your response, after which you will receive an individual copy of the proxy materials.

Incorporation By Reference.

Neither the compensation committee report nor the audit committee report shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this document.

Availability of SEC Filings, Corporate Governance Practices and Policies, Code of Business Ethics and Committee Charters.

Copies of our reports on Forms 10-K (including the financial statements and financial statement schedules), 10-Q, 8-K and all amendments to those reports filed with the SEC, and our Corporate Governance Practices and Policies, Code of Business Ethics (the “Code of Ethics”), and the charters of the audit, compensation, nominating and corporate governance, and safety, health, environmental and sustainability committees, and any reports of beneficial ownership of our common stock filed by executive officers, directors and beneficial owners of more than 10% of our outstanding common stock are posted on and may be obtained through our website,www.alphanr.com, or may be requested in print, at no cost, by telephone at (276) 619-4410 or by mail at: Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 16429, Bristol, Virginia 24209, Attention: Investor Relations.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The first proposal item to be voted on is the election of nine directors. Each of the board of directors’ nine nominees is currently serving as a director of Alpha. The board of directors currently consists of ten directors, each of whose term expires at the Annual Meeting. Mr. Michael J. Quillen will retire from the board of directors, effective at the conclusion of the Annual Meeting. The board of directors has determined, in accordance with Alpha’s bylaws that, upon Mr. Quillen’s retirement from the board, the number of directors will be reduced to nine. Each of the nominees has indicated his or her willingness to serve, but if any of the nominees should be unable or unwilling to serve, the proxies may be voted for a substitute nominee designated by the board, or the board may decide to reduce the number of directors.

Nominees for Director

Kevin S. Crutchfield(51) was appointed to our board of directors and elected chief executive officer at the time of the merger of former Alpha Natural Resources, Inc. (“Legacy Alpha”) with and into Foundation Coal Holdings, Inc. (“Legacy Foundation”) on July 31, 2009 (the “Foundation Merger”) and serves on the safety, health, environmental and sustainability committee. Prior to that time, he served as a member of the board of directors of Legacy Alpha from November 2007 until the Foundation Merger and as president of Legacy Alpha from January 2007 until the Foundation Merger. Mr. Crutchfield also served as Legacy Alpha’s executive vice president from November 2004 until January 2007. Mr. Crutchfield joined Legacy Alpha’s management team as the executive vice president of Alpha Natural Resources, LLC and vice president of ANR Holdings, LLC in March 2003, and also served as the executive vice president of ANR Holdings, LLC from November 2003 until ANR Holdings was merged with another of Legacy Alpha’s subsidiaries in December 2005. From June 2001 through January 2003, he served as vice president of El Paso Corporation, a natural gas and energy provider (“El Paso”), and president of Coastal Coal Company, a coal producer and affiliate of El Paso, acquired by Legacy Alpha in 2003. Prior to joining El Paso, he served as president of AMVEST Corporation, a coal and gas producer, and held executive positions at AEI Resources, Inc., a coal producer (“AEI Resources”), including president and chief executive officer. Before joining AEI Resources, he served as the chairman, president and chief executive officer of Cyprus Australia Coal Company (“Cyprus”) and held executive operating management positions with Cyprus in the United States before being relocated to Sydney, Australia in 1997. He worked for Pittston Coal Company, a coal mining company (“Pittston”), in various operating and executive management positions from 1986 to 1995, including as vice president operations prior to joining Cyprus. Mr. Crutchfield is a long-standing senior executive in the coal industry and, through that experience, has developed an expertise and thorough understanding of the business challenges confronting the industry particularly in the area of risk management. He has also been actively involved in developing, managing and overseeing coal mine safety policies and procedures throughout his career. Mr. Crutchfield also served on the board of directors of King Pharmaceuticals, Inc. (“King Pharmaceuticals”) from February 2010 until the first quarter of 2011, when he resigned in connection with the acquisition of King Pharmaceuticals by Pfizer.

Qualifications: Mr. Crutchfield is the most senior executive of the Company and provides our board with the greatest insight into the Company’s business, challenges and the material risks facing it. Mr. Crutchfield has more than 25 years of experience in the coal industry and has held many senior leadership positions throughout his career.

William J. Crowley Jr. (66) was appointed to our board of directors in December 2004. Mr. Crowley has served as a member of our compensation committee since the Foundation Merger, and as a member of our audit committee since December 2004 and served as chairman of the audit committee from December 2004 until the Foundation Merger. Mr. Crowley also served as a member of Legacy Foundation’s nominating and corporate governance committee from December 2004 until the Foundation Merger and served on its compensation committee for one year. Mr. Crowley has served as an independent business advisor to various companies since 2002. Prior to his retirement in 2002, Mr. Crowley had a 32-year career with Arthur Andersen LLP, the public accounting firm, of which 16 years were in Baltimore, Maryland, most recently serving for 7 years as managing

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partner of the Baltimore office. In this capacity, he was charged with the task of overseeing and managing the risks associated with portfolio clients which included performing an annual risk assessment, signing off on client acceptance or terminating a client relationship, assessing the capabilities of Arthur Andersen LLP’s personnel and insuring the appropriate people were assigned to engagements based on their skill sets and the client risk profile. Mr. Crowley currently serves as a director and chairman of the audit committee of JNL Series Trust. He served as a director and chairman of the audit committee and as a member of the nominating and governance committee of BioVeris Corporation (“BioVeris”) from May 2004 to June 2007, when that company was acquired, and served as chairman of its special committee. Mr. Crowley also served as a director and member of the audit committee of Provident Bankshares Corporation (“Provident Bankshares”) from May 2003 to May 2009, when that company was acquired.

Qualifications: Mr. Crowley brings significant financial reporting, management and risk assessment expertise as a result of his more than 32 years of experience with Arthur Andersen LLP, 7 years of which he served as managing partner of its Baltimore office. Additionally, Mr. Crowley served as chairman of Legacy Foundation’s audit committee from December 2004 until the Foundation Merger. He continues to serve on our audit committee and is one of our “audit committee financial experts.” Mr. Crowley further enhances the expertise of our board with respect to financial matters through his directorship with JNL Series Trust and his prior membership on the boards of directors of BioVeris and Provident Bankshares (where he also served on their respective audit committees).

E. Linn Draper, Jr. (70) was appointed to our board of directors and as chairman of our compensation committee and a member of our safety, health, environmental and sustainability committee at the time of the Foundation Merger. Prior to that time, he served as a member of the board of directors of Legacy Alpha from its formation in November 2004 until the Foundation Merger and served as the lead independent director of Legacy Alpha from October 2006 until the Foundation Merger. Mr. Draper also served as chairman of the compensation committee of Legacy Alpha from 2005 until the Foundation Merger and as a member of the safety, health and environmental committee from May 2008 (its formation date) until the Foundation Merger. Mr. Draper joined American Electric Power, an electric utility company (“AEP”), as president in 1992 and served as the chairman, president and chief executive officer of AEP from 1993 until his retirement in April 2004. Prior to joining AEP, Mr. Draper worked for Gulf States Utilities Company, an electric utility company, from 1979 to 1992, serving as its chairman of the board of directors, and president and chief executive officer from 1987 to 1992. Mr. Draper has a Ph.D. in Nuclear Engineering from Cornell University, was a professor of Nuclear Engineering at the University of Texas at Austin, and served as Chairman of the Institute of Nuclear Power Operations from 2001 to 2003. As a result of this background, he has served as a nuclear safety expert witness in a number of nuclear plant licensing hearings, testified before committees of both houses of Congress on such matters, and in several public utility rate proceedings. Through his senior executive experience in the energy industry and membership on energy company boards (as described below), and his nuclear science experience, Mr. Draper contributes an understanding and perspective to us on the risk management and safety challenges facing the broader energy industry. He has served as a director of TransCanada Corporation, a pipeline and power generation company, since 2005 (serving as a member of the health, safety and environmental committee since 2005, chairman of this committee since 2007, as a member of their audit committee since 2009, and as a member of the human resources committee from 2005 to 2009); and Alliance Data Systems, Inc., a data management and transaction processing company since 2005 (serving as a member of the human resources committee since 2005 and as chairman of that committee since 2009). Mr. Draper has also served as the non-executive chairman of the board of directors of NorthWestern Corporation, an electric and gas utility, since 2004. Mr. Draper previously served as a director of Temple-Inland Inc., a building products and corrugated packaging company from 2004 until February 2012, when Temple-Inland was acquired, as a member of the human resources committee from 2004 until the acquisition and as chairman of the human resources committee and as lead director from 2008 until the acquisition.

Qualifications: Mr. Draper provides valuable insight into the Company’s customers due to his previous service as the president, chief executive officer, and/or chairman of the board of directors of several large

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publicly traded utility companies, which are the purchasers of the Company’s primary product, coal. Mr. Draper has significant M&A expertise, safety experience, expertise in the natural resources industry and regulations to which it is subject, as well as expertise in the area of energy companies generally. In addition, Mr. Draper brings significant corporate governance and compensation expertise to our board as a result of his service as lead independent director of the Legacy Alpha board of directors, chairman of its compensation committee (and as our compensation committee chairman since the time of the Foundation Merger) and as a member of the safety, health and environmental committee of Legacy Alpha (and our similar committee since the Foundation Merger). Mr. Draper also brings other significant experience and expertise as a result of his approximately 75 years of cumulative experience serving on public company boards, four (including Alpha) of which he currently serves on and seven other public company boards on which he no longer serves.

Glenn A. Eisenberg(50) was appointed to our board of directors at the time of the Foundation Merger. He has served as our lead independent director since October 2010. He was appointed as chairman of our audit committee and a member of our nominating and corporate governance committee at the time of the Foundation Merger. Prior to that time, he served as a member of the board of directors of Legacy Alpha from May 2005 until the Foundation Merger. Mr. Eisenberg also served as the chairman of the audit committee of Legacy Alpha from 2005 until the Foundation Merger and as a member of the nominating and corporate governance committee of Legacy Alpha from 2005 until the Foundation Merger. Mr. Eisenberg currently serves as executive vice president, finance and administration of The Timken Company, a diversified industrial manufacturer of innovative materials, products and services providing friction management and power transmission solutions for any kind of mechanical application. Prior to joining The Timken Company in 2002, Mr. Eisenberg served as president and chief operating officer of United Dominion Industries, a manufacturer of proprietary engineered products, from 1999 to 2001, and as the president — test instrumentation segment and executive vice president for United Dominion Industries from 1998 to 1999. Mr. Eisenberg has also served as a director and chairman of the audit committee of Family Dollar Stores, Inc., owners and operators of discount stores, since November 2002 and January 2003, respectively.

Qualifications: Through his employment with The Timken Company, a publicly traded, multi-billion dollar company, and his service in other senior executive capacities, Mr. Eisenberg has developed expertise in risk management, financial reporting and accounting, compensation matters, government relations, global/M&A transactions, and environmental, health, and safety, attributes which are critical to our business. Mr. Eisenberg’s financial expertise and knowledge of financial reporting processes and procedures was further enhanced through his role as Legacy Alpha’s audit committee chairman (and as our audit committee chairman since the time of the Foundation Merger) and his role as audit committee chairman of the Family Dollar Stores and he is one of our “audit committee financial experts.” In addition, his service on Legacy Alpha’s nominating and corporate governance committee (and as a member of our nominating and corporate governance committee since the Foundation Merger) has added significant corporate governance expertise to our board.

Deborah M. Fretz (63) was appointed to our board of directors in February 2012. Effective May 16, 2012, Ms. Fretz will become a member of our audit and compensation committees. From 2002 until her retirement in July 2010, Ms. Fretz was president and chief executive officer of Sunoco Logistics Partners, LP. Sunoco Logistics Partners is a publicly traded master limited partnership which was formed to acquire, expand, own and operate a geographically diverse group of crude oil and refined products pipelines, terminals and storage facilities in eleven states. Prior to her role in Sunoco Logistics Partners, she held executive positions on both the commercial and manufacturing businesses of Sunoco, including as Vice President Mid-Continent Refining, Marketing and Logistics which included Sunoco’s Lubricant business as well as the MidAmerica refining and marketing business. Ms. Fretz serves as a board member of GATX, a Chicago-based transportation service firm (“GATX”), where she is chair of the compensation committee and was formerly lead director and chair of the audit committee. Ms. Fretz also serves as a director of Niska Gas Storage Partners LP (“NISKA”) where she is interim non-executive chair of the board and a member of the audit and compensation committees. Ms. Fretz is currently a director of the Federal Reserve Bank of Philadelphia and is a member of the board of trustees of the Curtis Institute of Music where she is chair of the finance committee. Ms. Fretz also serves as a director of

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Project H.O.M.E. and is chair of the finance committee. She holds a Bachelor of Science degree in biology and chemistry from Butler University and an MBA from Temple University. She also completed the Senior Executive Program at MIT’s Sloan School.

Qualifications: Ms. Fretz brings many years of experience, knowledge and leadership in the energy industry to our board. She has gained significant experience in overseeing the strategy, operations, and governance of major public companies, both as an executive officer and director. This experience has included her service as the former president and chief executive officer of Sunoco Logistics Partners, as well as her service on corporate boards.

P. Michael Giftos(65) was appointed to our board of directors in December 2005. Mr. Giftos has been a member of our audit committee and a member of our nominating and corporate governance committee since December 2005. At the time of the Foundation Merger, Mr. Giftos was also appointed to our safety, health, environmental and sustainability committee. From 1975 to 2004, he served in many executive positions with CSX Corporation and its subsidiaries (“CSX”). From 2000 through 2004, Mr. Giftos served as CSX Transportation’s executive vice president and chief commercial officer. He also served as senior vice president and general counsel at CSX from 1990 through 2000. From 1985 through 1989, he served as vice president and general counsel at CSX. Mr. Giftos was directly involved in risk management and the CSX transportation risk management group reported to him during much of the period that he served as a CSX senior vice president. Mr. Giftos has also served as a member of the board of directors of Pacer International, Inc. (“Pacer International”) since April 2004, of which he is a member of its compensation committee and chairman of its governance committee. Mr. Giftos received his law degree from the University of Maryland and a Bachelor of Arts in Political Science from George Washington University.

Qualifications: Mr. Giftos has more than 29 years of experience in the railroad industry (an industry on which coal companies are dependent) in which he has served in a number of senior executive capacities. In addition to the business expertise he developed while employed in the railroad industry, Mr. Giftos has developed significant expertise in the areas of corporate governance and compensation through his service on our board of directors since December 2005 and his service on the board of directors of Pacer International, where he currently serves as chairman of the governance committee and a member of the compensation committee, and where he previously served as a member of the audit committee.

Joel Richards, III(65) was appointed to our board of directors in March 2005. He has been a member of our compensation committee and nominating and corporate governance committee since March 2005 and has served as chairman of the nominating and corporate governance committee since December 2005. He served as lead independent director of Legacy Foundation from April 2006 until the Foundation Merger. He also served as a member of the board of directors of Legacy Foundation’s predecessor, RAG American Coal Holdings, Inc. (“RAG”), from 2000 to 2003. Since 2002, he has been a principal in a management consultant firm, Joel Richards and Associates, LLC. Mr. Richards was executive vice president and chief administrative officer of El Paso Energy Corp. from 1996 until his retirement in 2002. From 1990 through 1996, he served as senior vice president human resources and administration at El Paso Natural Gas Company. At El Paso Natural Gas Company, Mr. Richards served on the executive committee, which reviewed and managed among other matters, risk throughout the organization. He also served on its corporate safety committee for several years, which committee was responsible for the performance of a quarterly corporate safety performance review of all company business units. Mr. Richards also served as senior vice president finance and administration at Meridian Minerals Company, where he worked from 1985 to 1990. Prior to that time, he held various management and labor relations positions at Burlington Northern, Inc., Union Carbide Corporation and Boise Cascade Corporation. Mr. Richards has served as a member of the board of directors of The Layton Companies, Inc., a privately held and nationally ranked firm specializing in construction management for a wide variety of commercial and public clients, since September 2008, of which he is a member of the audit and compensation committees. Mr. Richards earned his Bachelor of Science in Political Science and Masters in Administration from Brigham Young University.

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Qualifications: Mr. Richards has more than 31 years of experience in the natural resources and energy industries and has held many senior leadership positions. Mr. Richards also served on Legacy Foundation’s board of directors and as its lead independent director from April 2006 until the Foundation Merger. Mr. Richards has also developed significant corporate governance, compensation/human resources and audit expertise through his prior leadership positions, including his membership on The Layton Companies’ board of directors and specifically its audit and compensation committees.

James F. Roberts(62) was appointed to our board of directors in August 2004 and was appointed to our safety, health, environmental and sustainability committee at the time of the Foundation Merger. Mr. Roberts served as chairman of the board of Legacy Foundation from April 2006 until the Foundation Merger. Mr. Roberts also served as chief executive officer from August 2004 until the Foundation Merger, and as president from August 2004 to January 2008. Prior to his service in these positions, he was president and chief executive officer of RAG, Legacy Foundation’s predecessor, from January 1999 to August 2004. Mr. Roberts was president of CoalARBED International Trading from 1981 to 1999, chief financial officer of Leckie Smokeless Coal Company from 1977 to 1981 and vice president of finance at Solar Fuel Company from 1974 to 1977. Mr. Roberts currently serves on the United States advisory board of Alexander Proudfoot, an international business consulting firm. He is a former director and a former chairman of the National Mining Association, a former director of the American Coalition for Clean Coal Electricity, a former member of the executive committee of the National Coal Council and the former vice-chair of the Coal Utilization Research Council. Through his experiences, Mr. Roberts has managed and evaluated risk for large companies particularly in the areas of mergers and acquisitions, accounting, corporate finance, international sales and marketing and operations. His senior executive experience in the coal industry has also provided him with significant insight into coal company risk management and he has been at the helm of developing and overseeing coal mine safety processes and procedures.

Qualifications: Mr. Roberts’ previous role as the chairman of Legacy Foundation’s board of directors and its chief executive officer provide our board with tremendous insight and experience with respect to the Legacy Foundation side of our business and his more than 32 years of experience in senior executive roles in the coal industry provides our board with expertise with respect to our business and market conditions generally. Mr. Roberts also served on the boards of numerous coal industry groups which adds broader insight into our business and market conditions.

Ted G. Wood(74) was appointed to our board of directors and as chairman of our safety, health, environmental and sustainability committee and a member of our compensation committee at the time of the Foundation Merger. Prior to that time, he served as a member of the board of directors and a member of the compensation committee of Legacy Alpha from January 2006 until the Foundation Merger and as chairman of Legacy Alpha’s safety, health and environmental committee from May 2008 (its formation date) until the Foundation Merger. He also served as president of The United Company’s operating companies from 1998 until his retirement in 2002. Additionally, Mr. Wood served as vice chairman of The United Company from January 2003 until August 2003. From 1994 to 1995, Mr. Wood was president and chief executive officer of KV Pharmaceutical Co. in St. Louis, Missouri. Prior to that time, he held executive positions with several pharmaceutical companies, acting as president of Boehringer Mannheim Pharmaceutical Corporation from 1992 to 1993, executive vice president of marketing and sales for SmithKline Beecham Corporation from 1990 to 1991 and president of Beecham Laboratories, U.S.A. from 1988 to 1989. From his senior executive experiences, Mr. Wood’s responsibilities ranged from general management and operation performance, which included exposure to the design, development and implementation of risk management policies and procedures for these companies and, in his role as our chairman of the safety, health, environmental and sustainability committee, he has developed understanding and insight into these matters as they particularly relate to coal companies. Mr. Wood served on the board of directors of King Pharmaceuticals from August 2003 until the first quarter of 2011, when he resigned in connection with the acquisition of King Pharmaceuticals by Pfizer, and served as a member of its compensation committee, human resources committee and chairman of its nominating and governance committee. He also served as the company’s lead independent director from May 2007 until his

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resignation and as the company’s non-executive chairman from May 2004 until May 2007. Mr. Wood served as a director of Pozen Inc., a pharmaceutical company (“Pozen”), from 2000 until 2006 and was a member of its compensation committee.

Qualifications: Mr. Wood has more than 13 years of leadership experience at publicly traded companies. His expertise in corporate governance, compensation matters and safety, health, environmental and sustainability matters acquired through his membership on the compensation committees of the Company, Legacy Alpha, King Pharmaceuticals, and Pozen and his chairmanship of the Company’s and Legacy Alpha’s safety, health environmental and sustainability committees provide him with in-depth experience in these matters which he brings to our board.

Director Resignation Policy

Our Corporate Governance Practice and Policies provide that the board of directors expects a director to tender his or her resignation if he or she fails to receive the required number of votes for election. If a director fails to receive the required vote for election in an uncontested election, the nominating and corporate governance committee will determine whether to accept a director’s resignation and submit its recommendation to the board for consideration. The board of directors will make its determination within 90 days following certification of the election results and thereafter the board will promptly publicly disclose its decision regarding whether to accept the director’s resignation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH

DIRECTOR NOMINEE NAMED ABOVE.

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STOCKHOLDER PROPOSALS FOR THE 2013 ANNUAL MEETING

Inclusion of Proposals in Our Proxy Statement and Proxy Card under the SEC’s Rules. From time to time, stockholders may present proposals that are proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. Pursuant to Rule 14a-8 of the Exchange Act, in order to be included in the Company’s proxy statement for the 2013 annual meeting, such proposals must be received by Alpha no later than December 5, 2012, unless the date of our 2013 annual meeting is changed by more than 30 days from May 17, 2013, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials.

Bylaw Requirements for Stockholder Submissions of Nominations and Proposals. Pursuant to Alpha’s bylaws, stockholders of record may present proposals that are proper subjects for consideration at an annual meeting and/or nominate persons to serve on our board of directors at an annual meeting or special meeting at which directors are to be elected. Alpha’s bylaws require all stockholders who intend to make proposals at an annual stockholders meeting or special meeting to provide a written notice, including the information specified in Alpha’s bylaws (which information is summarized in“Corporate Governance and Related Matters — Nominating and Corporate Governance Committee — Stockholder Director Nominations”), to our Secretary at c/o Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 16429, Bristol, Virginia 24209, not later than the 90th day prior to the anniversary date of the date on which Alpha first mailed its proxy materials for the preceding year’s annual meeting nor earlier than the 120th day prior to the anniversary date of the date on which Alpha first mailed its proxy materials for the preceding year’s annual meeting. To be eligible for consideration at the 2013 annual meeting, notices must be received by Alpha between December 5, 2012 and January 4, 2013. In the event the date of the 2013 annual meeting is changed by more than 30 days from the anniversary of the date of the 2012 Annual Meeting, as set forth in this proxy statement, stockholder notice must be received not earlier the 120th day prior to the 2013 annual meeting no later than the close of business on the date that is the later of the 90th day prior to the 2013 annual meeting or the 10th day following the day on which public announcement of the date of the 2013 annual meeting is first made. However, if the number of directors to be elected to the board of directors at an annual meeting is increased and there is no public announcement by Alpha naming all of the nominees for director or specifying the size of the increased board of directors at least 100 days prior to the anniversary of the mailing of proxy materials for the prior year’s annual meeting of stockholders, then a stockholder’s notice shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by our Secretary no later than the close of business on the 10th day following the date on which such public announcement is first made by Alpha. These provisions are intended to allow all stockholders to have an opportunity to consider business expected to be raised at the meeting.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Director Independence

We are required to have a majority of independent directors on our board and to have only independent directors on each of our audit, compensation and nominating and corporate governance committees under existing NYSE rules and, with respect to the audit committee, under the Exchange Act and rules adopted under the Exchange Act. As more fully described below, we have determined that our safety, health, environmental and sustainability committee will also be composed of at least a majority of independent directors.

The independence standards set forth in the NYSE rules, which are incorporated into our Corporate Governance Practices and Policies, provide that a director will not be considered independent if any of the following relationships exist:

• The director is, or has been within the last three years, an employee of Alpha, or an immediate family member is, or has been within the last three years, an executive officer of Alpha; provided, however, that employment as an interim chairman or chief executive officer or other executive officer will not disqualify a director from being considered independent following that employment.

• The director has received, or an immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Alpha, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). Compensation received by a director for former service as an interim chairman or chief executive officer or other executive officer and compensation received by an immediate family member for service as an employee of Alpha (other than an executive officer) need not be considered in determining independence under this test.

• The director is a current partner or employee of KPMG LLP, the director has an immediate family member who is a current partner of KPMG LLP or a current employee of KPMG LLP, who personally works on Alpha’s audit or the director or an immediate family member of the director was within the last three years a partner or employee of KPMG LLP and personally worked on Alpha’s audit within that time.

• The director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of another company where any of Alpha’s present executive officers at the same time serves or served on that company’s compensation committee.

• The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, Alpha for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

Our nominating and corporate governance committee undertook an annual review of director and director nominee independence in February 2012. The purpose of this review was to determine whether any relationships or transactions involving the directors and director nominees, their family members and affiliates were inconsistent with a determination that the director or director nominee is independent under the independence standards set forth in the NYSE rules and our Corporate Governance Practices and Policies and, with respect to audit committee members and nominees, under the independence standards for audit committee members adopted by the SEC. Based on that review, our board of directors has determined that each of Ms. Fretz and Messrs. Crowley, Draper, Eisenberg, Giftos, Richards and Wood qualify as “independent” under the independence standards set forth in the NYSE rules, and that each of Messrs. Crowley, Eisenberg and Giftos (the current members of the audit committee) and Ms. Fretz, who the board has appointed to the audit committee effective May 16, 2012, qualify as “independent” under the independence standards for audit committee members adopted by the SEC.

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The Board of Directors and its Committees

Our board of directors has four standing committees: (i) an audit committee; (ii) a compensation committee; (iii) a nominating and corporate governance committee; and (iv) a safety, health, environmental and sustainability committee. Each of the audit, compensation, nominating and corporate governance, and safety, health, environmental and sustainability committees has adopted a charter. Stockholders may obtain a copy of each charter on Alpha’s website atwww.alphanr.com, or upon written request at no cost. From time to time, our board of directors may also form special ad hoc committees to which it may delegate certain authority to administer particular duties of the board.

The board of directors held 11 meetings in 2011, either in person or by telephone. Each director attended at least 75% of the aggregate of the total number of meetings of the board of directors (held during the periods for which he served as a director) and the total number of meetings held by each committee on which he served in 2011 (during the period that he served). See“— Board and Committee Membership”below for information regarding the committees on which each of our directors sit and the number of committee meetings each committee held in 2011. Under Alpha’s Corporate Governance Practices and Policies,a copy of which is available atwww.alphanr.comor upon written request at no cost, directors are expected to attend stockholder meetings. All then-serving directors attended the 2011 annual meeting of stockholders. Alpha has scheduled one of its quarterly board of directors meetings on the same date as the Annual Meeting.

In connection with each of the quarterly board of directors meetings, the non-management directors will meet in executive session without any members of management present. If the board of directors convenes a special meeting, the non-management directors may meet in executive session if the circumstances warrant. The chairman of the board presides at each executive session of the non-management directors.

Board Leadership Structure

Following the Annual Meeting, our board will have seven independent members and two non-independent members (Mr. Crutchfield, our chief executive officer, and Mr. Roberts, the former chief executive officer of Legacy Foundation). In connection with the Foundation Merger, six Legacy Alpha directors, including Mr. Quillen and Mr. Fox, who passed away in January 2011, and four Legacy Foundation directors, including Mr. Roberts, became the combined company’s board. At the time of the Foundation Merger, it was determined that Mr. Quillen would become the chairman of the board to provide continuity at a time in which the Company faced significant integration challenges. In March 2012, Mr. Quillen determined not to stand for re-election as a director at the Annual Meeting and to retire immediately following the Annual Meeting. The board has determined, in accordance with the bylaws that, upon his retirement from the board, the number of directors will be reduced to nine. Concurrent with the election of the slate of directors at the Annual Meeting, our board selected Mr. Crutchfield to succeed Mr. Quillen as chairman of the board immediately following the Annual Meeting. In light of Alpha’s acquisition of Massey Energy Company in June 2011 (the “Massey Acquisition”) and the complexity and challenges facing Alpha’s business, the board believes it is important to provide unified leadership of management and the board with Mr. Crutchfield as chairman of the board and chief executive officer and that such leadership will also better enable Alpha to identify and carry out strategic priorities. Mr. Eisenberg will continue as lead independent director to provide independent director oversight of management.

Board Chairman

The chairman’s role includes presiding at all meetings of the board and stockholders. In addition, the chairman of the board has such other duties as from time to time may be assigned to him by the board, including, but not limited to:

• Providing leadership to the board;

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• Approving the schedule and agenda for the applicable board meeting(s) as well as information to be sent to the board, determining whether there are major risks which the board should focus upon at the meeting(s), and facilitating communication among the directors;

• Authority to direct the calling of a special meeting of the board or of the independent members of the board; and

• Authority to consult directly with major stockholders, when requested and appropriate to do so.

Lead Independent Director

In October 2010, Alpha’s board of directors elected a single lead independent director, Mr. Eisenberg. The lead independent director has the following duties and powers:

• To serve as the principal liaison between the independent members of the board and the chairman;

• To preside at all meetings of the board of directors at which the chairman is not present, including executive sessions and meetings of non-management directors and/or independent directors;

• To review and approve with the chairman the schedule of meetings and meeting agendas for each of the applicable board meetings, as well as the information to be sent to the board, to review with the chairman whether there are major risks which the board should focus upon at such meetings and to facilitate communication among the independent directors (with the chairman);

• Authority to direct the calling of a special meeting of the board or the independent members of the board;

• Authority to consult directly with major stockholders, when requested and appropriate to do so; and

• To perform such other duties as may from time to time be delegated to the lead independent director by the board.

In addition to the independent lead director providing leadership and oversight of management, each of Alpha’s board committees is also chaired by an independent director to ensure that the independent directors are kept fully informed with respect to material issues facing the Company. Although the NYSE rules only require that the board have audit, compensation and nominating and corporate governance committees, the board also felt strongly that, in light of the safety, health, environmental and sustainability challenges and issues confronting coal companies, the safety, health, environmental and sustainability committee was necessary to oversee the Company’s policies and procedures regarding the same.

Board and Committee Membership

The table below identifies the standing board committees on which each of our directors currently sit:

Name

Audit Committee

Compensation Committee

Nominating  and Corporate Governance Committee

Safety, Health, Environmental  and Sustainability Committee

Michael J. Quillen(1)

William J. Crowley, Jr.

X

X

Kevin S. Crutchfield

X

E. Linn Draper, Jr.

X

(2)

X

Glenn A. Eisenberg(3)

X

(2)

X

Deborah M. Fretz

P. Michael Giftos

X

X

X

Joel Richards, III

X

X

(2)

James F. Roberts

X

Ted G. Wood

X

X

(2)

(1) Chairman of the board.

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(2) Committee chairman.

(3) Lead independent director.

The standing board of directors’ committees and the number of meetings they held in 2011 were as follows:

Board Committee	No. of  Meetings Held
Audit Committee		13
Compensation Committee		8
Nominating and Corporate Governance Committee		6
Safety, Health, Environmental and Sustainability Committee		8

Each of the audit, compensation, nominating and corporate governance, and safety, health, environmental and sustainability committees has adopted a charter. Stockholders may obtain a copy of each committee’s charter on Alpha’s website atwww.alphanr.com, or upon written request at no cost.

The principal responsibilities and functions of the standing board of directors’ committees are as follows:

Audit Committee

Our audit committee currently consists of three directors: Messrs. Crowley, Eisenberg and Giftos, with Mr. Eisenberg serving as chairman. Our board has determined that all current members of the audit committee are financially literate within the meaning of SEC rules and under current listing standards of the NYSE. Further, our board has determined that all current members of the committee are independent within the meaning of SEC and NYSE regulations, and that each of Messrs. Eisenberg and Crowley qualify as an “audit committee financial expert.”

The audit committee provides assistance to our board in monitoring the quality, reliability and integrity of our accounting policies and financial statements, overseeing our compliance with legal and regulatory requirements and reviewing the independence, qualifications and performance of our internal and independent auditors. Among other matters enumerated in the audit committee charter, the committee is generally responsible for:

• Appointing and compensating our independent auditors, including authorizing their scope of work and approving any non-audit services to be performed by them with respect to each fiscal year;

• Reviewing and discussing our annual audited and quarterly unaudited financial statements with our management and independent auditors, as well as a report by the independent auditor describing the firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, and all relationships between us and the independent auditor;

• Reviewing our press releases, as well as financial information and earnings guidance, if given, provided to analysts and rating agencies;

• Overseeing the Company’s guidelines and policies with respect to risk assessment and risk management policies; and

• Reviewing and discussing procedures management has established to monitor compliance with our Code of Ethics.

Compensation Committee

Our compensation committee currently consists of four members: Messrs. Crowley, Draper, Richards and Wood, with Mr. Draper serving as chairman. Our board has determined that all current members of the compensation committee are independent within the meaning of the NYSE rules.

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The compensation committee is generally responsible for assisting our board in all matters relating to the compensation of our directors and executive officers and overseeing our compliance with legal and regulatory requirements as they relate to matters of compensation. Among other things, our compensation committee is responsible for:

• Reviewing and approving our executive compensation policies and practices, as well as the corporate goals and objectives relevant to the compensation of our chief executive officer;

• Reviewing and approving the compensation, including salary, bonuses and benefits, paid to our chief executive officer, other executive officers and directors, including any employment agreements or similar arrangements, and recommending ratification, in the case of our chief executive officer’s compensation, to the independent members of the board;

• Evaluating the independence of any advisors retained by the compensation committee as required by law or rule and/or by such other criteria as determined by the compensation committee; and

• Reviewing and making recommendations to our board with respect to incentive compensation plans and equity-based plans, and administering the plans.

The compensation committee charter sets forth the committee’s role and responsibilities relative to managing the components of compensation for our executive officers and certain other responsibilities. Under its charter, our compensation committee is authorized to delegate its responsibilities to one or more subcommittees, other board members, and Company officers subject to, and in accordance with, restrictions set forth in its charter. Under the terms of the Alpha Natural Resources, Inc. 2010 Long-Term Incentive Plan and other equity plans, our compensation committee is authorized to administer the plans and may delegate its authority thereunder to another committee of the board or to an appropriate officer of Alpha, in accordance with law and the terms of such plans. Additionally, our annual incentive bonus plan permits our compensation committee, with respect to participants who it determines are not likely to be subject to Section 162(m) of the Internal Revenue Code of 1986 (as amended, the “Code”), to delegate its powers and authority under the plan to our officers as it deems necessary or appropriate. Our compensation committee has delegated to our chief executive officer the authority to grant and determine pay-out of awards to non-executive employees under the 2010 Long-Term Incentive Plan and other equity plans. Additionally, our committee has delegated to the chief executive officer the authority to determine cash bonus award opportunities and awards paid to our non-executive employees under our annual incentive bonus plan. The committee has also delegated authority to our chief executive officer and/or certain other officers to add eligible non-executive employees into the Company’s deferred compensation plan and the Key Employee Separation Plan.

In addition, our human resources department and Benefits Committee, which is composed of senior employees, support the compensation committee in its work and in some cases act pursuant to delegated authority to fulfill various functions in administering the day-to-day aspects of our compensation and benefits plans.

Committee Meetings

The compensation committee meets at scheduled times during the year, typically prior to quarterly board meetings. However, other scheduled meetings may be conducted in person or telephonically, depending on the work tasks of the committee. The agendas for meetings are initially prepared by the general counsel’s office and the committee chairman, with the assistance of the chief executive officer, other applicable officers, the compensation committee’s outside compensation consultant and outside legal counsel. Typically, the chief executive officer, certain other officers, including the president and general counsel, are invited to attend compensation committee meetings; however, they do not attend any executive sessions held by the compensation committee. The attendance of these executive officers allows the compensation committee to make inquiries into matters for which it is responsible and assists the committee in making informed decisions. The actions of the compensation committee are recorded in the minutes of the meeting and resolutions document all formal actions taken by the committee. After each meeting of the compensation committee, the committee chairman reports on actions and recommendations at the next regularly scheduled board meeting.

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Role of Executive Management in Determining Executive Compensation

Our compensation committee works with our management team in reviewing compensation matters, as more fully described in “Executive Compensation — Compensation Discussion and Analysis.”

Annual Process for Determining Compensation of Executive Officers

As more fully described in “Executive Compensation — Compensation Discussion and Analysis,” our compensation committee, together with senior management and outside consultants engaged by the committee, conducts an annual review of our overall compensation program for executive officers and directors. With respect to executive officer compensation, our compensation committee reviews, among other items, each of the key components of compensation — base salary and short- and long-term incentives, both within Alpha and as compared to peer and survey data to determine whether each of these components is in line with our compensation philosophy and the Company’s related goals and objectives. Upon the recommendation of our chief executive officer with respect to the compensation of each executive officer, and, following its review of the findings of our independent compensation consultants, our compensation committee then determines the compensation for all key executives and recommends ratification, in the case of our chief executive officer’s compensation, to the independent members of our board.

Process for Determining Non-Employee Director Compensation

Our compensation committee makes recommendations to the board regarding board compensation and benefits for non-employee directors, including cash, equity-based awards and other compensation. In determining non-employee director compensation, our compensation committee seeks advice from the independent compensation consultants (described below) who are retained by the committee to, among other functions: (i) conduct a competitive assessment of non-employee director compensation compared to competitive practice, (ii) inform the committee of emerging trends in director pay practices, and (iii) assess the amount of compensation that is adequate to compensate our directors for their time and effort with respect to board obligations. If, after the annual review of non-employee director compensation by our compensation committee, the committee determines that any changes should be made to such program, it will recommend such changes to our board for approval.

Independent Compensation Consultants

In addition, the compensation committee has the authority to engage the services of outside advisors and, in 2010, determined to use the services of Pay Governance, LLC (“Pay Governance”) to assist the compensation committee with its annual review of the Company’s executive and director compensation programs including, without limitation: (i) reviewing the peer group for benchmarking purposes with respect to compensation and performance, (ii) conducting a competitive assessment of each executive’s total direct compensation (e.g., base salary, annual incentives and long-term incentives), (iii) developing a trends report regarding executive compensation and keeping the compensation committee apprised of regulatory changes related to executive compensation, (iv) advising the compensation committee regarding annual and long-term incentive plan design, (v) performing a competitive assessment of non-employee director compensation, (vi) assisting with the preparation of proxy disclosures, (vii) reviewing tally sheets, (viii) conducting a pay-for-performance assessment, and (ix) conducting internal pay assessments. To maintain Pay Governance’s independence from management, Pay Governance does not provide any services for the Company, outside of services provided to the compensation committee.

The independent compensation consultants reported directly to the compensation committee and, with the consent of the committee, coordinated and gathered information with which to advise the committee from members of management and human resources personnel.

For more information regarding our compensation committee’s processes for determining executive officer compensation and the role of our independent compensation consultants in executive compensation matters, see “Executive Compensation — Compensation Discussion and Analysis.”

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently has three members: Messrs. Eisenberg, Giftos and Richards, with Mr. Richards serving as chairman. Our board has determined that all members of the nominating and corporate governance committee are independent within the meaning of the NYSE rules.

The nominating and corporate governance committee assists the board in identifying individuals qualified to become board members and executive officers and selecting, or recommending that the board select, director nominees for election to our board and its committees. Our nominating and corporate governance committee is also generally responsible for:

• Developing and recommending governance policies and procedures for our board and monitoring compliance with our Corporate Governance Practices and Policies;

• Considering questions of independence and possible conflicts of interest that may affect directors;

• Leading our board in its annual performance review;

• Making recommendations regarding the purpose, structure and operations of each of our board committees;

• Overseeing and approving a management continuity planning process; and

• Considering and recommending whether the board should accept any director resignations, including when a director fails to receive the required number of votes for re-election in an uncontested election.

Director Nomination Procedures

Pursuant to our Corporate Governance Practices and Policies and the committee’s charter, our nominating and corporate governance committee reviews the qualifications of proposed nominees for director to serve on our board of directors and recommends nominees to our board. Our board is ultimately responsible for proposing a slate of nominees to the stockholders for election to the board, using information provided by the committee.

Our chief executive officer, members of our nominating and corporate governance committee, and other members of our board of directors are the primary sources for the identification of prospective director nominees. Our nominating and corporate governance committee also has authority to retain third-party search firms to identify director candidates. The committee may consider proposed nominees that are identified by stockholders in the manner prescribed by our bylaws (as described below).

Stockholder Director Nominations

Section 2.01 of our bylaws describes the process by which stockholders of the Company may submit director nominations at an annual meeting. Section 2.02 of our bylaws describes the process by which stockholders may submit director nominations for consideration at a special meeting at which directors are to be elected. Any stockholder of the Company who is entitled to vote at a meeting, who has complied with the notice procedures set forth in Section 2.01 or Section 2.02, as applicable, and who was a stockholder of record at the time such notice is delivered to the Secretary of the Company may propose a director nomination. The procedures for a stockholder to nominate a director include the following:

• The stockholder must have given timely written notice, in proper form, to the secretary of the Company including, without limitation, the stockholder’s name and address and information regarding the stockholder’s ownership of Alpha securities. The deadlines for providing notice to the Company of a proposed director nomination at our next annual meeting are set forth in our bylaws and summarized in “Stockholder Proposals for the 2013 Annual Meeting.”

• The notice provided to the secretary of the Company must include all information relating to a director nominee that would be required to be disclosed in a proxy statement or other filings.

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• The notice provided to the secretary of the Company must include a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any stockholder proponent and each proposed director nominee.

• The notice provided to the secretary of the Company must include a written questionnaire with respect to the background and qualification of a director nominee and the background of any other person or entity on whose behalf the nomination is being made.

• The notice provided to the secretary of the Company must include a written representation and agreement that the stockholder’s director nominee, among other matters, (i) is not and will not become a party to any arrangement with any person as to how such person, if elected as a director, will act or vote on any issue that has not been disclosed in the above-described questionnaire or any voting commitment that could limit or interfere with such person’s ability, if elected, to comply with his or her fiduciary duties to Alpha, (ii) is not and will not become a party to any arrangement with any person, other than Alpha, with respect to compensation, reimbursement or indemnification for service as an Alpha director that has not been disclosed in the above-described questionnaire, (iii) if elected following nomination by a stockholder under Section 2.01 of the bylaws, intends to tender promptly following the annual meeting at which he or she is elected, any advance resignation notice requested by the board of directors in connection with the next election which resignation will be contingent upon the nominee failing to receive a majority of the votes cast by stockholders in an uncontested election and the board’s acceptance of such resignation, and (iv) such person, if elected, would be in compliance with applicable law and all conflicts of interest, confidentiality and other policies and guidelines of Alpha applicable to directors generally and publicly available as of the date of such representation.

• Alpha may also require that any proposed director nominee furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

The foregoing summary of our stockholder director nomination procedures is not complete and is qualified in its entirety by reference to the full text of our bylaws that has been publicly filed with the SEC and is available atwww.sec.gov.

Director and Board Qualifications

We believe that our board members should have the highest professional and personal ethics and values. Candidates should bring integrity, insight, energy, and analytical skills to board deliberations. We recognize that the strength and effectiveness of the board reflects the balance, experience, and diversity of the individual directors, their commitment and, importantly, the ability of directors to work effectively as a group in carrying out their responsibilities. In selecting individual board candidates, we are mindful of our overall goal to have a board that excels in the following areas:

• Respected within the industry and our markets;

• Proven leaders in the communities in which we do business;

• Experienced managers;

• Visionaries for the future of our business;

• Able to effectively handle crises and minimize risk;

• Dedicated to sound corporate governance; and

• Collegial.

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We seek candidates who demonstrate an understanding of our short- and long-term goals and objectives and a commitment to enhancing stockholder value. On an individual basis, we believe that our board of directors should have the following qualities:

• Senior leadership or operating experience;

• Public company risk management experience;

• Accounting and finance knowledge (including expertise that could qualify at least one director as an “audit committee financial expert”);

• Public board experience;

• Regulatory knowledge/expertise and experience in the natural resources industry;

• Safety, health and environmental experience;

• Knowledge of international markets;

• Independence/no conflicts of interest;

• Business development/M&A experience and experience formulating corporate strategy;

• Risk experience;

• Effective communication skills;

• Technology (IT) expertise;

• Government relations; and

• Compensation/human resources experience.

Non-management director candidates should be free from any relationship with management or Alpha which could create a conflict of interest or compromise their independent judgment. The committee will also consider the length of an existing director’s service on the board and the extent to which a particular director would fill a present need on the board.

The Company does not maintain a separate policy regarding the diversity of its board members. However, our Corporate Governance Practices and Policies and the charter of the nominating and corporate governance committee explain that the board, in identifying director candidates, shall take into account all factors it considers appropriate to assure a strong board, which may include, among other things, diversity in geographic origin, gender, ethnic background and professional experience. Consistent with these documents, the board seeks nominees with distinct professional backgrounds, experience and perspectives so that the board as a whole has the range of skills and viewpoints necessary to fulfill its responsibilities. As part of our annual board self-evaluation process, the board evaluates whether or not the board as a whole has the appropriate mix of skills, experience, backgrounds and diversity in relation to the needs of the Company for the current issues facing the Company.

Our nominating and corporate governance committee periodically reviews with our board of directors and each committee the requisite skills and characteristics of individual directors as well as the composition of our board as a whole. From time to time, we may seek to enhance our board of directors with one or more members who possess a specific niche area of experience or expertise.

Once our nominating and corporate governance committee has identified a prospective nominee, the committee evaluates the prospective nominee against the standards and qualifications set forth above, as well as any other criteria the committee may consider appropriate.

While our nominating and corporate governance committee has no formal process for evaluating proposed nominees, the members of the committee generally will review the resume of a proposed nominee and consult the proposed nominee’s personal references. Our nominating and corporate governance committee will also personally interview (and suggest that other members of our board interview) the proposed nominee, if the

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committee considers the proposed nominee sufficiently suitable. After completing this evaluation, our nominating and corporate governance committee makes a recommendation to the full board as to the persons who should be nominated by our board, and the board determines the nominees after considering the recommendation and report of the committee.

In June 2011, the nominating and corporate governance committee engaged Heidrick & Struggles, Inc. (“Heidrick”) to assist it in the identification and selection of additional non-employee directors for our board of directors. In connection with this engagement, Heidrick recommended the nominating and corporate governance committee consider Ms. Fretz as a director candidate. After interviews with members of management and the board, review of Ms. Fretz’s qualifications, and related information regarding her experience and capabilities, the nominating and corporate governance committee determined to recommend that the board approve her election to the board. The board of directors concurred with the nominating and corporate governance committee’s recommendation and elected Ms. Fretz to our board in February 2012.

Messrs. Crutchfield, Crowley, Draper, Eisenberg, Giftos, Richards, Roberts and Wood and Ms. Fretz were each recommended by our nominating and corporate governance committee to our board of directors for nomination for election at the Annual Meeting. All of these nominees are current directors of Alpha.

Safety, Health, Environmental and Sustainability Committee

Our safety, health, environmental and sustainability committee currently has five members: Messrs. Crutchfield, Draper, Giftos, Roberts and Wood, with Mr. Wood serving as chairman. Under the committee’s charter, a majority of its members must satisfy the independence standards of the NYSE and any applicable regulatory requirements. The safety, health, environmental and sustainability committee provides oversight of the Company’s performance in relation to safety, occupational health, environmental and sustainability issues, including: (i) reviewing appropriate objectives and policies for the Company relative to the protection of the safety and health of employees, contractors, customers, the public and the environment; (ii) overseeing the Company’s monitoring and enforcement of these policies and related procedures and practices and, in connection with such oversight, assessing reports and other information provided by Company management and such external resources as the committee deems appropriate, (iii) overseeing the Company’s policies and procedures for identifying, assessing, monitoring and managing the principal risks in the Company’s business associated with safety and occupational health, the protection of the environment and sustainable development and, in connection with such oversight, assess reports and other information provided by Company management and such external resources as the committee deems appropriate; (iv) discussing with management annually the scope, plans, and resources for conducting audits of the Company’s safety, health, environmental and sustainable practices and performance and, at least annually, reviewing significant results of such audits; (v) reviewing the Company’s response to significant safety, health, environmental and sustainability-related public policy, legislative, regulatory, political and social issues and trends that may affect the business operations, financial performance, or public image of the Company or the industry; and (vi) performing such other duties as assigned to it from time to time by the board.

Board’s Role in Risk Management Oversight

Our management team is responsible for the assessment and control of risk at the Company. Under our Corporate Governance Practices and Policies, our board of directors is charged with evaluating major risks facing Alpha which are communicated to the board by management, and overseeing that appropriate risk management and control procedures are in place.

In July 2009, the chief executive officer established and the board of directors approved the position of executive vice president and chief risk officer, and an enterprise risk management committee (“ERMC”) whose mission is to enhance the Company’s enterprise value by (i) formalizing the integration of risk adjustments in the assessment of strategic options and (ii) institutionalizing the identification, prioritization, measurement and mitigation of key risk factors. The chief risk officer, with the assistance of the ERMC, was charged with establishing an enterprise risk management (“ERM”) process within the Company. During the fourth quarter 2009, the ERMC constructed an ERM policy and manual which outlines the process, defines the roles and responsibilities for risk decisions and dictates how risk is reported to the board. That policy and manual were

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approved by management and the board’s audit committee as the framework for further development of the Company’s ERM process and communicated to the full board. The ERM department conducted risk identification workshops at each of our business units, including corporate office departments to identify key group risks. The purpose of these workshops was to develop a list of risks that the workshop participants believed could have a material financial impact on the Company. From the risks identified in the workshops, the ERMC selected a set of risks and designated those as key group risks defined as a risk whose possible impact was material enough to warrant board oversight. Owners of the key group risks were named and teams formed to develop mitigation plans for each of the key group risks. The teams performed an in-depth review of each key group risk, including possible causes and the related outcomes, and constructed mitigation plans to decrease the severity and/or likelihood of each risk. These mitigation plans were reviewed by the ERMC, approved by the audit committee and presented to the board during the third quarter of 2010. The ERMC continues to monitor the mitigation plans and provides the audit committee periodic status reports on each of the key group risks.

During 2011, as a result of the Massey Acquisition and various changes in business conditions, the ERM department undertook a review of major parameters of the ERM program, in conjunction with its obligation to report to the board and senior management. During the second and third quarters, the department updated Alpha’s corporate risk appetite, identified risk tolerances for specific lines of business, and began conducting reviews of key risk indicators to identify emerging risks and improve the Company’s early risk warning capability. Simultaneously, the ERM department also implemented a risk management software program, providing the Company with a platform to improve the tracking and monitoring of enterprise risk.

In January 2012, the responsibilities previously held by our executive vice president and chief risk officer were assigned to our executive vice president and general counsel. In this role, he is charged with leading the ERMC. The change was made to align the Company’s efforts between the legal department and the closely related functions associated with ERM.

Our full board of directors provides oversight for risk management, except for the oversight of risks that have been specifically delegated to a committee of the board, in consultation with management and the ERMC. From ERM implementation through the end of 2011, the audit committee reviewed the progress of the Company’s ERM program. Additionally, in accordance with NYSE rules, the board of directors has delegated to the audit committee oversight of risks related to the integrity of the Company’s financial reporting processes. The audit committee reviews and discusses with management Alpha’s major financial risk exposures and steps that management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies), and the procedures management has established to monitor compliance with the Code of Ethics. The audit committee also oversees compliance with Alpha’s related person transaction policy, which is described under “Policy With Respect To Related Person Transactions,” to monitor and ensure that any transactions between the Company and its related persons (as defined under applicable SEC rules) are in the best interests of the Company’s stockholders and conducted on market terms. Beginning in 2012, selected risks have been specifically identified as the responsibility of the safety, health, environmental and sustainability committee. For example, the safety, health, environmental and sustainability committee oversees management’s procedures for identifying, assessing, monitoring and managing principal risks in the Company’s business associated with safety and health and the protection of the environment. In addition, the compensation committee continues to assess whether Alpha’s compensation policies and practices incentivize excessive risk-taking, and the nominating and corporate governance committee performs reviews of material governance-related risks, such as those related to director and officer succession. Even when a risk has been delegated to a committee, the full board maintains oversight of the risks through the receipt of reports from the committee chairpersons to the full board at each regularly-scheduled board meeting.

Code of Business Ethics

Alpha has adopted a Code of Ethics that applies to the employees (including senior financial employees), officers (including the chief executive officer and chief financial officer), and directors of Alpha and its subsidiaries. The Code of Ethics is available on Alpha’s website,www.alphanr.com, and upon written request at no cost.

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Director Compensation in 2011

The following table sets forth information concerning the compensation paid by us to our directors for the year ended December 31, 2011.

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards(2) ($)		Option  Awards(3) ($)		All Other Compensation(4) ($)		Total ($)
William J. Crowley, Jr.	$	126,000	$	86,967		—		—	$	212,967
E. Linn Draper, Jr.		—	$	211,517		—	$	2,000	$	213,517
Glenn A. Eisenberg	$	162,000	$	86,967		—		—	$	248,967
John W. Fox, Jr.(5)		—		—		—		—		—
Deborah M. Fretz(6)		—		—		—		—		—
P. Michael Giftos	$	132,000	$	86,967		—	$	10,000	$	228,967
Michael J. Quillen	$	174,000	$	86,967		—	$	2,610,276	$	2,871,243
Joel Richards, III	$	120,500	$	86,967		—		—	$	207,467
James F. Roberts	$	98,000	$	86,967		—	$	10,000	$	194,967
Ted G. Wood	$	126,500	$	86,967		—	$	4,000	$	217,467

(1) Mr. Crutchfield, our chief executive officer, is also a member of our board of directors. Mr. Crutchfield’s compensation is reported in the Summary Compensation Table and the other tables set forth herein. Mr. Crutchfield does not receive any additional compensation in connection with his service on our board of directors.

(2) The values set forth in this column relate to the following restricted stock unit awards: May 19, 2011, Messrs. Crowley, Draper, Eisenberg, Giftos, Quillen, Richards, Roberts and Wood each received an award of 1,730 restricted stock units, each with an aggregate grant date fair value of $86,967; on March 31, 2011, May 19, 2011, June 30, 2011, September 30, 2011 and December 30, 2011, Mr. Draper was awarded 169, 1,442, 264, 567 and 979 share units, respectively, with each award having an aggregate grant date fair value of $10,034, $72,489, $11,996, $10,030 and $20,001, respectively. The share units were awarded to Mr. Draper in connection with his deferral of cash fees for service on our board in 2011, which fees were deferred and converted into share units under the Non-Employee Directors Deferred Compensation Plan (described below) and which share unit amounts granted on each payment date are determined by dividing the cash fees deferred on such date by the closing market price of Alpha’s common stock on that date.

The values in this column are based on the aggregate grant date fair values of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, (“ASC”) Topic 718, “Compensation — Stock Compensation” (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. A discussion of the relevant assumptions made in the valuation of these awards is provided in Alpha’s Annual Report on Form 10-K (Note 18) for the year ended December 31, 2011, which was filed on February 29, 2012 (the “Form 10-K”).

As of December 31, 2011, Messrs. Draper, Eisenberg and Wood each held 6,514 restricted shares.

As of December 31, 2011, Messrs. Crowley, Giftos and Richards each held an aggregate of 5,461 restricted stock units, Messrs. Draper, Eisenberg and Wood each held an aggregate of 7,201 restricted stock units, and Messrs. Quillen and Roberts each held an aggregate of 5,981 and 66,139 restricted stock units, respectively.

As of December 31, 2011, Mr. Draper held an aggregate of 20,413 share units under his Director Deferred Compensation Agreements and the Non-Employee Directors Deferred Compensation Plan.

As of December 31, 2011, Mr. Quillen had a 2009 performance share unit award with a performance period from January 1, 2009 through December 31, 2011 in the amount of 64,980 shares (at a target award level).

(3) As of December 31, 2011, Glenn A. Eisenberg held options to purchase 2,000 shares of Alpha’s common stock. There were no option grants to non-employee directors in 2011.

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(4) With respect to Messrs. Draper, Giftos, Quillen, Roberts and Wood, the amount reported in this column includes Political Action Committee (“PAC”) Company matching contributions in the amount of $2,000, $10,000, $10,000, $10,000 and $4,000, respectively. For more information regarding the PAC program, see “Corporate Governance and Related Matters — Additional Information Regarding Our Director Compensation Table.”

In connection with Mr. Quillen ceasing to serve as Legacy Alpha’s chief executive officer in July 2009, he became entitled to receive certain payments and benefits, including the payment of certain benefits for up to 24 months after he terminated employment with the Company. In additional to the PAC contribution described above, the amount reported in this column for Mr. Quillen includes (i) $3,540 medical coverage and (ii) $2,596,736, which represents the value of his 2008 performance share unit award which vested in connection with him ceasing to serve as Legacy Alpha’s chief executive officer but which continued to be subject to the attainment of performance goals, the achievement of which were determined by the compensation committee on February 22, 2011 with a pay-out amount of 49,377 shares (the value included in this column was determined by multiplying the pay-out amount by Alpha’s closing market price on the settlement date). The amount reported in this column does not include performance share units which were granted to Mr. Quillen in 2009, which also vested in connection with Mr. Quillen ceasing to serve as Legacy Alpha’s chief executive officer, but which continued to be subject to the achievement of applicable performance goals. As of December 31, 2011 (the end date of the table), it was uncertain as to whether Mr. Quillen’s 2009 performance share unit award had been earned. On February 22, 2012, the compensation committee approved that the 2009 performance share unit award was earned and Mr. Quillen was paid 50,359 shares of common stock in connection therewith.

(5) Mr. Fox passed away on January 5, 2011.

(6) Ms. Fretz joined our board of directors in February 2012, and thus did not receive any compensation for service on our board in 2011.

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Additional Information Regarding Our Director Compensation Table

Director Compensation Arrangements

The table below sets forth the compensatory arrangements with non-employee directors of the Company for the 2011-2012 board year:

Type of Compensation	Dollar Value of Board Compensation
Annual Retainer	$60,000
Chairman of the board of directors	additional $90,000 annual retainer*
Lead independent director	additional $25,000 annual retainer*
Audit committee chairman	additional $15,000 annually
Compensation committee chairman	additional $12,500 annually
Other committee chairmen	additional $12,500 annually
Per board of directors meeting	additional $2,000
Per committee meeting	additional $2,000
Initial equity compensation	equity worth $80,000 in the form of restricted stock units (100% vests six months after retirement)
Annual equity compensation	equity worth $92,500 in the form of restricted stock units (100% vests six months after retirement)

* This fee was paid in January 2012.

In addition, Alpha reimburses directors for travel expenses incurred in connection with attending board of directors, committee and stockholder meetings and for other Alpha business-related expenses.

Non-Employee Directors Deferred Compensation Plan.

In November 2009, the compensation committee approved the Non-Employee Directors Deferred Compensation Plan and Deferral Commitment and Beneficiary Designation Form to be used in connection with any deferrals of cash compensation to be paid to the Company’s non-employee directors for the 2010-2011 board year and thereafter. The purpose of the plan is to permit non-employee directors of the Company to defer the receipt of compensation that would otherwise become payable to them. According to the terms of the plan, participants may elect to defer up to 100% of the cash compensation payable to them by delivering a deferral commitment to the compensation committee or its designated administrator, which deferral commitment will indicate whether the amount of compensation to be deferred will be credited to the cash account or share unit account established by the Company for the benefit of the participant.

Amounts credited to the participant’s share unit account will be equal to the amount of such compensation that is being deferred, converted as of the payment date established by the compensation committee or its designated administrator into share units equivalent to whole shares based on the fair market value of a share on such payment date. Amounts credited to the participant’s cash account will be equal to the amount of compensation on the payment dates specified by the compensation committee or its designated administrator and interest on the amount of the cash account will be credited thereto as of the last day of each calendar quarter and will accrue interest annually at the Moody’s AAA corporate bond rate or such other rate as determined by our compensation committee.

The Company will generally distribute the participant’s share unit account balance, if any, to the participant in the form of shares and the participant’s cash account balance, if any, to the participant in a lump sum cash payment, on the six month anniversary of the date the participant terminates all service relationships with the Company and its affiliates. In the event of a change in control, participants will be entitled to receive the value of their accounts in a single lump sum cash payment on, or within 30 days of, the date of the change in control.

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Legacy Alpha Director Deferred Compensation Agreement.

At the time of the Foundation Merger, we adopted the Legacy Alpha Deferred Compensation Agreement for directors, which was previously adopted by the compensation committee of Legacy Alpha under the 2005 Long-Term Incentive Plan. Under the Deferred Compensation Agreement, any compensation that would be payable in cash may be deferred in the form of share units or cash, at the director’s election. Any deferred amounts held in an account of share units will receive the value of any dividends on the units held in the account as if such units were actual shares on a dividend record date. Deferred amounts held in a cash account will earn interest annually at the Moody’s AAA or such other rate as determined by our compensation committee.

Generally, upon a director’s termination from service, we will distribute the director’s share unit account to the director in the form of shares in a lump sum on the six month anniversary of the date of the director’s termination and/or the director’s cash account to the director in the form of cash in a lump sum on the six month anniversary of the date of the director’s termination of service.

In the event of a change in control, the director (or his/her estate) will receive the value of the shares and cash in the accounts in the form of a single lump-sum cash payment within 30 days of such change in control.

Equity Awards.

Restricted Stock Units

The board of directors’ annual equity awards are currently in the form of restricted stock units. These awards are granted pursuant to restricted stock unit agreements that generally provide for vesting six months following the cessation of a director’s service on the board. The awards are subject to forfeiture in the event a director breaches certain confidentiality covenants and will accelerate and vest in connection with a change in control or if the director ceases to serve as a member of our board as a result of permanent disability or death.

Legacy Foundation Restricted Stock Units

In connection with the Foundation Merger, each performance-based restricted stock unit issued by Legacy Foundation (the “Legacy Foundation Performance RSUs”) prior to the Foundation Merger that was held by a member of senior management and outstanding immediately prior to the Foundation Merger, including those held by Mr. Roberts, became fully vested and converted into a vested restricted stock unit of the Company to be settled in 2012. Mr. Roberts received vested restricted stock units entitling him to 61,014 shares of Company common stock in February 2012. This number represents the product of the number of shares of common stock that were subject to his Legacy Foundation Performance RSU immediately before the Foundation Merger multiplied by 1.0840 shares (the “Exchange Ratio”). For more information regarding these awards, see “Executive Compensation — Additional Information Regarding Our Summary Compensation Table and Grants of Plan — Based Awards Table.”

Legacy Alpha Restricted Stock

From 2006 through 2008, as part of Legacy Alpha’s director compensation arrangements, the board of directors of Legacy Alpha granted restricted stock awards to its non-employee directors under the 2005 Long-Term Incentive Plan. These restricted stock awards were assumed by Alpha in connection with the Foundation Merger. These awards are subject to forfeiture in the event the director breaches certain confidentiality covenants set forth in the restricted stock agreements. All of the shares issued to the Legacy Alpha non-employee directors have been granted pursuant to restricted stock agreements that provide for vesting six months following the cessation of a director’s service on the board of directors. In addition, all unvested shares automatically vest immediately prior to a change in control, or if the director ceases to serve as a member of our board of directors as a result of permanent disability or death.

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Legacy Alpha Stock Options

In 2005, the board of directors of Legacy Alpha granted non-qualified stock options to its non-employee directors under the 2005 Long-Term Incentive Plan. These stock option awards were assumed by Alpha in connection with the Foundation Merger. These options are all currently vested.

PAC Company Matching Contributions.

Participants’ contributions to the Company’s PAC are eligible for the PAC match program. PAC match program guidelines provide a Company match of up to two times the maximum annual individual contribution amount ($5,000) to certain charitable organizations, including those recognized as tax-exempt organizations under Section 501(c)(3) of the Code.

Director Stock Ownership Guidelines.

The board adopted stock ownership guidelines applicable to Alpha’s non-employee directors and executives effective July 31, 2009 (the “Guidelines”). Non-employee directors will accumulate and maintain equity ownership in Alpha having a value of no less than three times the cash Annual Retainer within five years of the effective date of the Guidelines, or on or before July 31, 2014. In determining if a director has satisfied this Guideline, all stock and equity interests beneficially owned by the director, or to which the director is otherwise entitled, are taken into consideration, including, without limitation, any unvested equity grants. To the extent a director is elected, appointed or otherwise named to such position subsequent to the effective date of the Guidelines, the five-year period referred to above will begin as of the date such director is elected, appointed, or otherwise named to such position. For purposes of the Guidelines, equity ownership is measured following the end of each fiscal year of the Company, based on the average daily stock price of our common stock during the month of December in such fiscal year. The nominating and corporate governance committee is responsible for the administration and interpretation of the Guidelines. For a description of the Guidelines applicable to executive officers, see “Executive Compensation — Compensation Discussion and Analysis.”

Insider Trading/Hedging Policy.

Our insider trading policy addresses short selling (profiting if the market price of our stock decreases), buying or selling publicly traded options (including puts and calls) and hedging or monetization activities such as zero-cost collar and forward sales contracts. The policy prohibits Company insiders from engaging in short sales or transactions in publicly traded options, and strongly discourages hedging or monetization transactions which transactions must first be pre-cleared with the Company’s general counsel (or his designee) with a justification provided for the proposed transaction.

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Stockholder and Other Interested Parties’ Communications with the Board of Directors

Stockholders and other interested parties may contact the board of directors as a group or an individual director by the following means:

Email:	board@alphanr.com
Mail:	Board of Directors Attn: Secretary Alpha Natural Resources, Inc. One Alpha Place P. O. Box 16429 Bristol, VA 24209

Stockholders and other interested parties should clearly specify in each communication the name of the individual director or group of directors to whom the communication is addressed. Communications from stockholders and other interested parties will be promptly forwarded by the secretary of Alpha to the specified director addressee. Communications addressed to the full board of directors or the group of non-management directors will be forwarded by the secretary of Alpha to the chairman of the board of directors or the lead independent director, as appropriate. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the chairman of the audit committee and are handled in accordance with procedures established by the audit committee.

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EXECUTIVE OFFICERS

The following is a description of the background of the executive officers of Alpha who are not directors:

Philip J. Cavatoni(48) has been our executive vice president and chief strategy officer since the Foundation Merger. Prior to serving in his current position, he served as Legacy Alpha’s treasurer and executive vice president — finance and strategy from February 2009 until the Foundation Merger. Before joining Legacy Alpha, Mr. Cavatoni held various positions with JPMorgan Chase & Co., a global financial services firm (“JPM”), beginning in 1991. Mr. Cavatoni’s most recent position with JPM was Managing Director and Head of the firm’s Global Paper, Packaging and Building Products practice, in which he served as the senior investment banker responsible for management of client relationships, advisory and financing transactions and the strategic allocation of capital across the sector. Additionally, Mr. Cavatoni was responsible for JPM’s Midwest M&A practice, coordinating the execution of transactions and business development for the firm’s Midwest clients.

Vaughn R. Groves(55) has been our executive vice president, general counsel and secretary since the Foundation Merger. Prior to serving in his current position, he served as Legacy Alpha’s senior vice president from February 2009 until the Foundation Merger, its vice president from September 2006 until February 2009, and its secretary and general counsel from November 2004 until the Foundation Merger. Mr. Groves joined the Legacy Alpha management team as the vice president, secretary and general counsel of Alpha Natural Resources, LLC in October 2003, and also served as the vice president and general counsel of ANR Holdings, LLC from November 2003 until ANR Holdings, LLC was merged with another of its subsidiaries in December 2005. Prior to that time, he served as vice president and general counsel of Pittston from 1996 until joining Legacy Alpha, and as associate general counsel of Pittston from 1991 until 1996. Before joining Pittston, he was associated with the law firm of Jackson Kelly PLLC, one of the leading mineral law firms in the Appalachian region. He is also a mining engineer and, before obtaining his law degree, worked as an underground section foreman, construction foreman and mining engineer for Monterey Coal Company.

Kurt D. Kost(55) has been our President since January 2008. Prior to serving in his current position, Mr. Kost was Legacy Foundation’s chief operating officer from January 1, 2008 until the Foundation Merger and executive vice president from June 2007 to January 2008. He was senior vice president, western operations and process management of Legacy Foundation from December 2005 until June 2007. From 1980 through 2005, Mr. Kost held various positions in engineering and operations with Foundation Coal Corporation, a subsidiary of Legacy Foundation, and its predecessor and affiliated companies. From April 2005 to December 2005, Mr. Kost was vice president of process management for Foundation Coal Corporation. From 2001 to 2005, he was president of Foundation Coal West, Inc. (formerly known as RAG Coal West, Inc.). He served as general manager of RAG Coal West, Inc. from 2000 to 2001 and as its general mine manager from 1998 to 2000. Mr. Kost is a past president of the Society of Mining Engineers, Powder River Basin chapter, was an executive board member of the Wyoming Mine Association, and is a current board member of the Habitat for Humanity, Washington County, Virginia chapter. Mr. Kost earned his Bachelor of Science degree in Mining Engineering from the South Dakota School of Mines and Technology and has completed Harvard Business School’s Advanced Management Program.

Randy L. McMillion(55) has been our executive vice president-business excellence since February 2012, and our executive vice president and running right officer from June 2011 to February 2012. Prior to that time, he served as executive vice president and chief administrative officer from the Foundation Merger until June 2011. Prior to the Foundation Merger, he was Legacy Alpha’s executive vice president and chief operating officer from February 2009 through July 2009 and its vice president of operations from April 2007 to February 2009. Mr. McMillion joined Legacy Alpha in May 2005 as the president and manager of our Brooks Run subsidiary, in charge of all southern West Virginia mining operations until he was promoted to vice president of its subsidiary, Alpha Natural Resources, LLC in March 2006. Before joining Legacy Alpha, Mr. McMillion worked at Foundation and its predecessor — RAG American Coal, he held the position of President of Rockspring Development from June 2004 to May 2005, and a number of other positions with RAG American

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Coal beginning in October 1999. Prior to October 1999, Mr. McMillion held engineering, mining and processing positions at Pittston, including Pittston’s Vice President of West Virginia Operations.

Eddie W. Neely(60) has been our executive vice president since February 2012 and our executive vice president and chief risk officer from the Foundation Merger to February 2012. Prior to serving in these positions, he served as Legacy Alpha’s executive vice president and chief financial officer from February 2009 until the Foundation Merger and as vice president and controller from November 2004 until the Foundation Merger. Mr. Neely joined the Legacy Alpha management team as secretary of Alpha Natural Resources, LLC in August 2002, and served as vice president and controller of that entity until August 2009. He currently serves as executive vice president of Alpha Natural Resources, LLC (a position he has held since June 2009). From August 1999 to August 2002, he served as chief financial officer of White’s Fresh Foods, Inc., a family-owned supermarket chain. Prior to joining White’s Fresh Foods, Inc., from October 1997 to August 1999, Mr. Neely was controller for Hunt Assisted Living, LLC, a company that developed, constructed, managed, and operated assisted living facilities for the elderly. Mr. Neely served as director of accounting for The Brink’s Company from January 1996 until October 1997, and held various accounting and finance positions with Pittston and its subsidiaries prior to January 1996. Mr. Neely is a certified public accountant.

Paul H. Vining(57) has been our executive vice president and chief commercial officer since May 2011. Prior to serving in his current position, he served as chief executive officer of White Oak Resources, a coal company, from October 2010 until April 2011. Before that time, he served as president and chief operating officer of Patriot Coal Corporation from July 2008 until September 2010. Prior to the acquisition of Magnum Coal Company by Patriot Coal, Mr. Vining served as president and chief executive officer of Magnum from 2006 until that acquisition. Prior to joining Magnum in 2006, Mr. Vining was senior vice president of marketing and trading at Arch Coal, Inc. From 2003 to 2006, he was president of Ellett Valley CC Inc., a coal trading, marketing and consulting company based in Williamsburg, Virginia. From 1999 to 2002, Mr. Vining was executive vice president for sales and trading at Peabody Energy Corporation. From 1996 to 1999, he was president of Peabody COALTRADE. From 1995 to 1996, Mr. Vining was senior vice president of Peabody COALSALES. Earlier in his career, Mr. Vining held leadership positions with Guasare Coal America, AGIP Coal USA, Island Creek Coal and A.T. Massey Energy.

Frank J. Wood(59) has been our executive vice president and chief financial officer since the Foundation Merger. Prior to that time, he served as senior vice president and chief financial officer of Legacy Foundation from August 2004 until the Foundation Merger and senior vice president and chief financial officer of RAG American Coal Holding, Inc., Legacy Foundation’s predecessor, from 1999 to August 2004. In these positions, he was responsible for financial reporting, financial planning, income taxes, treasury and insurance. From 1993 to 1999, Mr. Wood was vice president & controller at Cyprus Amax Coal Company, and from 1991 to 1993, he was vice president of administration at Cannelton Inc. From 1979 to 1991, Mr. Wood held various accounting and financial management positions at AMAX Inc.’s coal and oil and gas subsidiaries. Mr. Wood earned a Bachelor of Business Administration degree, with a concentration in Accounting, from the College of William and Mary and a Masters Degree in Business Administration from Indiana University.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (the “CD&A”) section is designed to provide our stockholders with an explanation of Alpha’s executive compensation philosophy and objectives, our 2011 executive compensation program and the compensation paid by us to the following named executive officers (“NEOs”):

• Kevin S. Crutchfield, Chief Executive Officer (“CEO”)

• Kurt D. Kost, President

• Frank J. Wood, EVP and Chief Financial Officer (“CFO”)

• Paul H. Vining, EVP and Chief Commercial Officer

• Randy L. McMillion, EVP-Business Excellence

• Allen S. Pack, Former EVP of Sales and Marketing

The CD&A is organized into the following sections:

• Business Performance and Impact on Pay

• Executive Summary of 2011 Compensation Program

• 2011 Say-on-Pay Vote

• Executive Compensation Setting Process

• Overview of the 2011 Executive Compensation Program

• Other Programs, Agreements and Arrangements

Business Performance and Impact on Pay

We are providing information regarding our business performance and the impact of such business performance upon pay actually realized by our CEO in order to enable our stockholders to better understand our executive compensation program and the key business factors that impact the design and ultimate payments made under our executive compensation program.

Massey Acquisition

2011 was a year of significant progress and growth for Alpha. As noted below, Alpha had record revenue of $7.1 billion and record adjusted EBITDA from continuing operations of $1.21 billion.* This record 2011 financial performance was primarily due to the acquisition of Massey and the inclusion of Massey’s operations for the last seven months of the year, as well as a 42 percent increase in the average coal sales realization per ton on Alpha’s metallurgical coal shipments in 2011. This transformational acquisition strengthened Alpha’s long-term strategic positioning by propelling the Company to the position of the third largest global supplier of metallurgical coal and the largest U.S. supplier of metallurgical coal, with one of the largest and highest quality metallurgical reserve bases in the world. While market conditions and pricing for both metallurgical and thermal coal deteriorated late in the year and weakening market conditions have persisted into early 2012, Alpha believes that the Company’s strategic position as a leading global supplier of metallurgical coal, a commodity in limited supply with few producing regions worldwide, will enable Alpha to maximize stockholder value in the coming years.

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2011 Business Performance

As described above, the Massey Acquisition was a transformational transaction which has had and will continue to have a significant impact upon Alpha’s business and represents a long-term strategic opportunity for the Company. In addition to closing the Massey Acquisition in 2011, Alpha performed well relative to certain key metrics:

• Total Revenues of $7.1 billion in 2011, up 81% from 2010.

• Record 2011 Adjusted EBITDA from Continuing Operations of $1.21 billion*, up 50% from 2010.

• Coal shipments totaled 106.3 million tons, compared with 84.8 million tons in 2010.

• Metallurgical coal shipments in 2011 rose to 19.2 million tons, up 62% from 11.9 million tons shipped during 2010.

• 42% increase in the average coal sales realization per ton on Alpha’s metallurgical coal shipments.

• Overall successfully integrating Massey and on track to achieve our target annual synergies of $220 million to $260 million by mid-year 2013.

• 84 operations reporting zero lost time accidents in 2011.

• 65 operations had zero reportable injuries in 2011.

• Six of our operations were honored with the 2011 Mountaineer Guardian safety award.

• Removal of two Massey mines, Randolph and Revolution, from the Mine Safety and Health Administration’s (“MSHA”) potential pattern of violation (“PPOV”) list.

• Former Massey mines had a 25% improvement in the Non-Fatal Days Lost rate and a 17% improvement in Total Reportable Incident Rate from June through December 2011, as compared to January through May 2011.

• Number of elevated MSHA enforcement actions at former Massey operations in the fourth quarter of 2011 decreased by approximately 45% compared to the third quarter of 2011.

• Improvement in employee turnover rate at former Massey mines over the last several months and is currently in the mid-single digits.

* Adjusted EBITDA from Continuing Operations, $1,214,552,000, is defined as EBITDA from continuing operations, $77,400,000 (loss from continuing operations, ($677,390,000)), plus interest expense, $141,914,000, income tax expense, $0, depreciation, depletion and amortization, $769,527,000, and amortization of acquired intangibles, ($113,746,000), less interest income, $3,978,000, and income tax benefit, $38,927,000) plus expenses attributable to mergers, $402,099,000, goodwill impairment, $745,325,000, losses on early extinguishment of debt, $10,026,000, Upper Big Branch expenses, $40,920,000, mineral lease terminations expense, $7,955,000, changes in fair value and settlements of derivative instruments, ($106,310,000), and changes in estimated future costs of water treatment at closed mines, $37,137,000 and various gains and losses not expected to recur on a quarterly basis.

Pay-for-Performance

Alpha believes that the short-term costs associated with the Massey Acquisition, volatile commodity prices, general market conditions, including uncertainties in Europe, and regulatory actions, such as recently effective and anticipated U.S. environmental regulations that discourage the use of coal, have led to a significant decline in Alpha’s stock price during 2011. The impact of these conditions impacted other coal companies as well. Many large U.S. coal companies experienced significant declines in their stock prices from January 1, 2011 through December 31, 2011: Arch Coal Inc., -58%; Peabody Energy Corporation, -48%; James River Coal Company, -73%; Patriot Coal Corporation, -56%; CONSOL Energy Inc., -24%; Cliffs Natural Resources Inc., -19%; and Alpha, -66%.

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Our compensation program is structured such that a significant portion of our executives’ compensation is linked to the stock price in order to closely align their compensation with the interests of our stockholders. For example, over 60% of our NEOs’ annual targeted pay is in the form of equity compensation and, in the case of our CEO, this amount is 70%.

As demonstrated by the chart below, the value of our CEO’s realizable compensation for the three-year period from 2008 to 2010 was $30.7 million. However, the value of our CEO’s realizable compensation for the three-year period from 2009 to 2011 was $14.3 million, which reflects the adverse impact of the Company’s stock price performance during 2011, and below target incentive payouts for 2011, on his realizable compensation. We believe this analysis demonstrates that our CEO’s compensation is, as intended, closely and appropriately linked to performance, including stock price performance.

CEO’s Three Year Aggregate Realizable Compensation⁽¹⁾

Additionally, the chart below shows for each of 2009, 2010 and 2011 the CEO’s realizable compensation, as measured on December 31, 2011, is significantly below the target compensation for each such year.

CEO Annual Realizable Compensation⁽¹⁾

(1) Realizable compensation is defined as (i) base salary, (ii) the actual bonus earned, (iii) aggregate current value of restricted stock or restricted stock unit grants made during the period, (iv) aggregate in-the-money

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value of stock option grants made during the period, and (v) for performance plans, the actual payouts for awards beginning and ending during the three-year performance period and the target payout for unvested awards granted during the three-year performance period.

The above charts show that our CEO’s realizable compensation was $4.1 million (or 57%) less than its targeted value at the end of 2011 for the one-year period and $8.1 million (or 36%) less than his target compensation for the three-year period ended December 31, 2011. These charts also demonstrate that our CEO’s compensation is strongly linked to the performance of our stock price and that in light of its performance, our CEO has seen a substantial decline in his realizable compensation.

2012 Compensation Decisions In Light of 2011 Business Performance

The compensation committee noted in its 2011 and 2012 meetings the decline of Alpha’s stock price during the second half of 2011. The committee discussed this matter with management and the compensation committee determined to take (or not to take) the following actions with respect to 2012 compensation:

• No 2012 base salary increases for any executive officers.

• The 2011 annual incentive bonus awards were not earned due to a goodwill impairment charge of $745 million in the fourth quarter of 2011 (the “Impairment”), which caused the 2011 EBITDA (Income from Continuing Operations plus Interest Expense, Depreciation, Depletion and Amortization, and Amortization of Acquired Intangibles less Interest Income and Income Tax Benefit) hurdle not to be met as described further under “— Annual Incentive Compensation.”

• A below target payout was awarded for the 2009 performance share units granted in respect of the 2009 through 2011 performance period, due to the failure to meet pre-established target goals for the total shareholder return and operating income metrics. Payouts for the 2009 performance share unit awards were at 77.5% of the target number of units granted for each NEO that had received such an award in early 2009.

• In light of difficult market conditions, the compensation committee established 2012 performance goals for Return on Invested Capital (ROIC) (as defined under “— AIB Performance Measures”)and EBITDA at a level above the Company’s business plan and at a level that would likely result in bottom line profitability for target awards to be earned. In establishing these goals, the compensation committee also lowered the threshold EBITDA goal from 80% of the target performance goal to 60% of the target performance goal and consequently, the threshold payout opportunity was also lowered from 50% of target to approximately 25% of the target bonus opportunity. The committee believes this provides a rigorous incentive arrangement for 2012 that adapts to the difficult market conditions.

• In February 2012, the compensation committee approved our executives’ 2012 target long-term incentive values at or below the median of the peer group, as further described below. Although the executive compensation philosophy generally called for targeting long-term incentive compensation at around the 75th percentile, the compensation committee determined that in light of the Company’s stock price performance in 2011, 2012 long-term incentive opportunities should be targeted at or below the median of the peer group set forth under “— Factors Considered When Determining Total Compensation of Executive Officers.”

• In March 2012, the compensation committee determined to revise the executive compensation philosophy going forward to target our executives’ long-term incentive opportunities at the median of Alpha’s compensation peer group, as opposed to at around the 75th percentile. Targeting our executives’ long-term incentive opportunities at median is now the same as Alpha’s historical practice of targeting base salaries and annual incentive opportunities of our executive officers at the median of our peer group.

• For the 2012 long-term incentive awards, the compensation committee increased the performance-based portion of our executives’ long-term incentive awards from 60% (at a target value) to 70% (at a

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target value) of their long-term incentive opportunity. The committee also determined to further align our executives’ compensation with the interests of our stockholders by using relative total stockholder return (TSR) as the only metric for long-term performance-based awards so that the pay-out of such awards is directly related to how Alpha’s stockholder return compares to its compensation peer group. The committee also approved that if Alpha’s TSR meets or exceeds the target performance level relative to the compensation peer group at the end of the three-year performance period, but is negative, that the award pay-outs would be capped at a target payout level.

• As described above, the compensation committee determined to use only one metric for the 2012 performance-based long-term incentive awards – relative TSR. In connection with approving the same, the committee also determined to increase the rigor of the TSR scale as follows: Alpha’s TSR must be (i) at the 35th percentile or greater among its peers for awards to be earned at a threshold level of 50% of the awards granted, (ii) at the 55th percentile or greater among its peers for the awards to be earned at a target level of 100% of the awards granted and (iii) at the 80th percentile or greater among its peers for the awards to be earned at maximum of 200% of the awards granted, with interpolation used to determine payouts when performance exceeds threshold and falls between the specified performance levels. Performance below threshold will result in no pay-out of the awards.

As demonstrated below, our CEO’s 2011 target total direct compensation is 12% below the median compensation of his counterparts in the current peer group used to benchmark his compensation. The above-described decisions of the compensation committee relating to 2012 executive compensation are likely to create a larger gap between our CEO’s 2012 target total direct compensation and his counterparts’ 2012 target total direct compensation.

Percentage by Which 2011 Target Compensation was Below Competitive Median

	Total Target Cash	Long-Term Incentive	Total Target Direct Comp.
CEO	0%	-17%	-12%

Executive Summary of 2011 Compensation Program

The following provides an overview of our executive compensation philosophy and 2011 programs as detailed further in this CD&A.

• The objectives of our executive compensation program are to attract and retain top talent, drive the achievement of short-term and long-term objectives, link pay with performance, align managements’ interests with our stockholders’ interests, and to be competitive in the markets in which Alpha competes for talent.

• The compensation program for our NEOs consists of the following three primary components: base salary, a cash-based annual incentive program, and equity-based long-term incentive awards consisting of performance share units and restricted stock units.

• We generally target base salaries and target bonuses at the median of competitive practice, while generally targeting long-term incentives around the 75^th percentile (which philosophy was modified by the compensation committee, as described above, to target median for long-term incentive compensation in 2012 and going forward). 2012 long-term equity compensation was generally targeted at or below the median.

• The compensation committee believes in a pay-for-performance philosophy, which is why the majority of the compensation for our NEOs is performance based and ‘at risk’.

• The compensation committee believes the compensation program for the NEOs promotes an appropriate level of risk taking and has designed the compensation program to include several features for mitigating excessive risk, such as (i) the use of a mix of performance measures to determine

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incentive payouts, including EBITDA, ROIC, safety, Income from Operations (OI), successful acquisitions, and TSR, (ii) establishing a pay mix that emphasizes long-term incentive compensation, (iii) establishing caps on incentive payouts equal to 200% of target awards, (iv) the adoption of stock ownership guidelines, and (v) the adoption of clawback provisions applicable to incentive compensation awards.

• Our annual incentive bonuses are aligned directly with critical measures of annual performance, consistent with our pay-for-performance philosophy.

• Our long-term incentive program is intended to drive the achievement of critical long-term business objectives, align management’s interests with those of our stockholders and foster retention of key executives. 60% of the target value of each NEO’s 2011 long-term incentive award was granted in the form of performance share units, while 40% of the value was granted in the form of restricted stock units. As described above, the compensation committee determined in 2012 to increase the performance-based component of long-term incentive compensation by granting 70% of the target value in the form of performance-based incentive awards.

• Vesting of 2011 performance share unit awards is based on the attainment of pre-established financial and operational performance goals and the Company’s TSR relative to peers. Restricted stock units vest based on continued service with the Company. All 2011 executive equity awards are stock-settled and, as a result, link the NEOs’ compensation to future stock price performance and, if earned, will increase the NEOs’ stock ownership.

• Our NEOs are provided with certain limited perquisites that the compensation committee feels are reasonable and consistent with the Company’s overall executive compensation philosophy.

2011 Say-on-Pay Vote

At Alpha’s 2011 annual meeting of stockholders, the Company submitted its executive compensation programs to an advisory stockholder vote. The stockholders overwhelmingly approved Alpha’s executive compensation policies and programs, with 98% of votes cast voting in favor of the proposal. The compensation committee has interpreted this vote to mean that Alpha’s stockholders are supportive of the Company’s executive compensation philosophy and programs. However, notwithstanding the stockholders’ significant support of Alpha’s executive compensation program at the 2011 annual meeting of stockholders, the compensation committee determined that market conditions and the significant decline in Alpha’s stock price in the latter half of 2011 warranted a review of Alpha’s executive compensation philosophy and the related programs. As discussed in detail above under “— 2012 Compensation Decisions In Light of 2011 Business Performance,” the committee determined to make a number of significant changes to Alpha’s executive compensation program in 2012 which the committee believes will create greater alignment between the compensation paid to our executives and the value realized by our stockholders on their holdings of Alpha stock.

Executive Compensation Setting Process

2011 Executive Compensation Philosophy

Alpha strives to recruit individuals who will support the Company’s mission, vision, and values — “Running Right.”To accomplish this overarching goal, Alpha’s executive compensation philosophy seeks to provide the NEOs with base salaries and target bonus opportunities that are positioned around the median of competitive practice in order to assist in attracting and retaining critical talent and to provide NEOs with long-term equity incentive opportunities that generally fall around the 75^th percentile of competitive practice (which, as described above, the committee changed to the median of competitive practice in 2012) as a way to further motivate and reward NEOs for sustained, long-term improvements in the Company’s financial results and the achievement of long-term business objectives.

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Alpha’s executive compensation programs are designed to:

• Support talent attraction and retention

• Link pay and performance

• Drive achievement of key short- and long-term business objectives

• Be consistent with reward practices in those markets in which Alpha competes for talent

• Align management’s interests with stockholders’ interests

• Promote an appropriate level of risk taking while mitigating excessive risk taking

Elements of 2011 Compensation and Objectives

Our compensation program for our NEOs consists of a number of elements that support our performance and retention objectives. The compensation earned under each component may vary significantly based on Company performance.

Compensation Element	Description	Form	Objective
Base salary	Fixed based on level of responsibility, experience, tenure and qualifications	•   Cash	•   Support talent attraction and retention •   Consistent with competitive practice
Annual Incentive Bonus (AIB)	Variable based on the achievement of annual financial and safety objectives	•   Cash	•   Link pay and performance •   Drive the achievement of short-term business objectives •   Consistent with competitive practice
Long-Term Incentive Awards	Variable based on the achievement of longer-term financial goals and stockholder value creation	•   40% — Time-vested restricted stock units payable in common stock •   60% — Performance share units payable in common stock	•   Link pay and performance •   Support talent attraction and retention •   Drive the achievement of longer-term business objectives •   Align NEO and stockholder interests •   Consistent with competitive practice
Other Compensation and Benefits Programs	Satisfy employee health, welfare, and retirement needs	•   Group Benefits •   Life & Disability •   401(k) •   Pension Plan •   Deferred Compensation •   Limited Perquisites	•   Support talent attraction and retention •   Consistent with competitive practice

Compensation Committee’s Role in Determining Executive Compensation

The compensation committee is responsible for ensuring the Company’s executive compensation policies and programs are competitive within the markets in which Alpha competes for talent and reflect the short-term

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and long-term interests of the Company’s stockholders. The compensation committee reviews and approves the compensation design, compensation levels, and benefits programs for the NEOs and other members of the executive leadership team. The compensation committee is committed to ensuring our compensation and benefit programs continue to be aligned with Alpha’s values and business strategy by regularly reviewing and analyzing the competitiveness of Alpha’s executive compensation program and its alignment with Company performance. Each key component of compensation (base salary, short-term, and long-term incentives) is reviewed for external competitiveness when appropriate comparisons are available, based on industry peers and published survey data, as well as internal competitiveness.

The compensation committee also takes into account external market conditions, such as competition for executives for a particular position, and position-specific factors when approving the total compensation for each NEO. The position-specific factors influencing the compensation levels include largely qualitative factors such as experience, tenure, job performance, contributions to our financial results, scope of responsibilities, and complexity of the position.

Role of Management and CEO in Determining Executive Compensation

As part of our process for establishing executive compensation, the CEO and the human resources department provide information to the compensation committee. The CEO also makes recommendations to the compensation committee regarding compensation of the other NEOs and other members of the executive leadership team.

Compensation Consultants

The compensation committee engaged Pay Governance initially in 2010 to advise the compensation committee on executive compensation matters. The compensation consultants continue to report directly to the compensation committee and, with the consent of the compensation committee, coordinate and gather information with which to advise the committee from members of management and human resources personnel.

Ultimately, decisions about the amount and form of executive compensation are made by the compensation committee alone and may reflect factors and considerations other than the information and advice provided by our compensation consultants or management.

Factors Considered When Determining Total Compensation of Executive Officers

Peer Group Benchmarking

In determining the compensation elements and opportunities for our NEOs, the compensation committee reviews the compensation levels awarded to similarly-situated executives and the pay practices at Alpha’s peer companies (the “Peer Group”). The competitive Peer Group data provided to the compensation committee by its compensation consultants assists the committee in evaluating and establishing executive pay levels.

For 2011 compensation (prior to the Massey Acquisition), the compensation committee adopted a peer group comprised of fifteen companies, which were selected because they are competitors in our industry and competitors for executive talent, and were, at the time, similar in size to Alpha (in terms of revenue, market capitalization, number of employees, and net income). The Peer Group included both direct peers (coal producers) and indirect peers (from tangent industries). This Peer Group consisted of the following companies:

Arch Coal Inc.	El Paso Corporation	Noble Energy, Inc.
AK Steel Holding Corp.	EOG Resources, Inc.	Patriot Coal Corp.
Allegheny Technologies Inc.	Martin Marrietta Inc.	Peabody Energy Corp.
Cliffs Natural Resources, Inc.	Massey Energy Co.*	TECO Energy, Inc.
CONSOL Energy Inc.	Newmont Mining Corp.	Vectren Corp.

* Acquired by Alpha in June 2011.

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Following the Massey Acquisition, the compensation committee requested that the compensation consultants examine the Peer Group and develop a recommendation as to whether the Peer Group should be modified in light of such acquisition which essentially doubled the size and complexity of the Company. In June 2011, the compensation committee, in consultation with its compensation consultants, approved a new Peer Group consisting of the following companies (the information below was based on publicly available information when the committee approved the new Peer Group):

Company	Projected 2011 Revenue (in  millions)	Market Capitalization as of 2/28/2011 (in millions)	Employees	Industry
Air Products & Chemicals	$9,860	$19,773	18,100	Chemicals
AK Steel Holding Corporation	$6,780	$1,762	6,600	Metals and Mining
Allegheny Technologies Inc.	$4,920	$6,614	9,200	Metals and Mining
Arch Coal Inc.	$3,667	$5,448	4,700	Oil, Gas and Consumable Fuels
Barrick Gold Corporation	$12,780	$52,743	20,000	Metals and Mining
Cameron International Corporation	$6,574	$14,473	19,500	Energy Equipment and Services
Cliffs Natural Resources Inc.	$6,824	$13,149	6,567	Metals and Mining
CONSOL Energy Inc.	$5,513	$11,472	8,630	Oil, Gas and Consumable Fuels
Cummins Inc.	$15,983	$20,006	39,200	Machinery
Eastman Chemical Co.	$6,302	$6,609	10,000	Chemicals
El Paso Corporation	$5,092	$13,097	4,937	Oil, Gas and Consumable Fuels
EOG Resources, Inc.	$7,488	$28,561	2,290	Oil, Gas and Consumable Fuels
Newmont Mining Corp.	$10,275	$27,263	15,500	Metals and Mining
Mosaic Co.	$9,761	$38,304	7,500	Chemicals
National Oilwell Varco, Inc.	$12,945	$33,505	35,584	Energy Equipment and Services
Patriot Coal Corporation	$2,424	$2,155	3,700	Oil, Gas and Consumable Fuels
Peabody Energy Corp.	$8,066	$17,719	7,200	Oil, Gas and Consumable Fuels
PPG Industries Inc.	$14,284	$14,193	38,300	Chemicals
Praxair Inc.	$11,084	$30,143	26,261	Chemicals
United States Steel Corp.	$20,780	$8,265	42,000	Metals and Mining
Williams Companies	$9,802	$17,797	5,022	Oil, Gas and Consumable Fuels
25th Percentile	$6,302	$8,265	6,567
Median	$8,066	$14,473	9,200
75th Percentile	$11,084	$27,263	20,000
Alpha Natural Resources, Inc.	$8,046	$13,100	14,000	Oil, Gas and Consumable Fuels
Percentile Rank vs. the Peer Group	50th Percentile	34th Percentile	59th Percentile

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Survey Benchmarking

Our compensation consultant uses published broad-based compensation survey data from Towers Watson, which consists of hundreds of companies and survey positions, to review the competitiveness of compensation for each of our executive positions. Additionally, the survey data is used to assess the reasonableness of the Peer Group compensation data.

Internal Pay Equity

The compensation committee annually reviews the pay relationship between the CEO and other NEOs to assess whether the differential is appropriate. The compensation committee reviews the relationship between the CEO’s total direct compensation, as well as each compensation element, to the total direct compensation of the 2^nd highest paid NEO and the average total direct compensation of all NEOs (other than the CEO).

The following chart summarizes the CEO’s 2011 total direct compensation (salary, target bonus opportunity and target long-term incentive opportunity) as a multiple of the total direct compensation of the 2^nd highest paid NEO and the average total direct compensation of the NEOs (other than the CEO).

CEO as a Multiple of:	Base Salary		2011 Target Bonus		2011 Target Long-Term Incentive Opportunity		2011 Total Direct Compensation
2nd Highest Paid NEO		1.63		2.17		2.33		2.17
Average of NEOs other than the CEO		2.12		3.14		3.67		3.25

Tally Sheets and Wealth Accumulation Analysis

The compensation committee annually reviews tally sheets for NEOs and other members of the executive leadership team. The compensation committee primarily uses the tally sheet information to better understand the total value of the compensation and benefits awarded to each executive officer, including the value of benefits and perquisites paid, and any year-over-year increases in compensation. The tally sheets also assist the compensation committee in understanding each executive’s outstanding equity awards and the value of the stock vested and options exercised during the year. In addition, the compensation committee reviews a summary of severance benefits that would be paid upon termination of each executive officer’s employment under various scenarios to determine the appropriateness of such benefits. The tally sheet analysis provides the compensation committee with a comprehensive overview of the primary executive compensation components and assists the committee with its future compensation decisions.

The compensation committee also reviews a wealth accumulation analysis each year. The wealth accumulation analysis illustrates the potential value of equity awards for each of our executive officers at various levels of future stock price performance over a five year period. The purpose of the analysis is to identify potential wealth that may be created as a result of our compensation program and to assist the committee in determining if that level of wealth creation is appropriate given our projected performance. The Committee reviewed the tally sheet and wealth accumulation analysis for each NEO at its August 2011 meeting.

Overview of the 2011 Executive Compensation Program

Pay Mix

More than a majority of the CEO’s and each of the other named executive’s total direct compensation is ‘at risk’ and dependent upon the Company achieving financial and other business goals set by the compensation committee, with a significant portion of total direct compensation tied to the Company’s long-term results and future stock price performance. As illustrated in the chart below, approximately 86% of the CEO’s and 78% of the other NEOs’ 2011 target total direct compensation is ‘at risk’, with most of the compensation subject to the

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achievement of short-term and long-term financial and business objectives. We believe that this balance of fixed and variable compensation is consistent with the Company’s executive compensation philosophy, maintains a strong link between NEOs’ compensation and Company performance and motivates executives to deliver strong business performance and to create stockholder value.

Elements of Compensation

Base Salary

Base salary is the fixed element of each NEO’s annual cash compensation, and the foundation upon which the amounts of other elements of compensation for each of them is based. The compensation committee awards competitive salaries in order to assist in attracting and retaining each NEO.

Base salaries are reviewed by the compensation committee annually and determined with reference to median salaries for similarly-situated executives in the Peer Group (and/or the published compensation survey data) and also reflect each NEO’s position-specific skills, tenure, experience, responsibility and performance.

After the Massey Acquisition and the compensation committee’s approval of the new Peer Group, the committee compared the executives’ base salaries to that of Alpha’s new Peer Group and determined to approve increases to certain NEOs’ base salaries to more closely align their salaries to market practices. The adjusted salaries, which became effective as of June 1, 2011, are as follows: Mr. Crutchfield ($1,100,000), Mr. Kost ($675,000), Mr. Wood ($480,000), Mr. Vining ($525,000 — approved by the committee at the time he joined Alpha in May 2011), Mr. McMillion ($392,700 — no change), and Mr. Pack ($358,750).

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Annual Incentive Compensation

The Annual Incentive Bonus (“AIB”) Plan provides annual cash incentives to our executive officers and other key employees to reward performance against critical goals. The compensation committee targets the executives’ bonus opportunities at the median of competitive practice for target level performance. Bonus payouts can range from zero to 200% of the original target opportunity depending on the Company’s results for the year relative to pre-established performance measures. For 2011, the compensation committee approved the following target bonus opportunities for the NEOs:

Named Executive Officer	2011 Target Bonus Opportunity (as a % of salary)			2011 Target Bonus
Crutchfield		120	%	$	1,320,000
Kost		90	%	$	607,500
Wood		75	%	$	360,000
Vining		80	%	$	420,000
McMillion		75	%	$	294,525
Pack		75	%	$	269,063

AIB Performance Measures

The compensation committee approves financial and operational goals for the AIB. The mix of performance measures selected for 2011 focused NEOs and other key employees on profitability (EBITDA), capital efficiency (ROIC) and safety. The financial measures were chosen because the compensation committee believed that profitability and capital efficiency were performance metrics that aligned the interests of the NEOs with those of our stockholders and that continued growth in EBITDA and ROIC year-over-year would lead to long-term improvement in return on investment for our stockholders. Safety is a core value at Alpha and the Company is committed to safety at every level. In order to further emphasize the importance of safety at Alpha, the compensation committee felt it was important to tie a meaningful portion of each NEO’s annual incentive under the AIB to improvements in safety.

The compensation committee approved the following metrics and their respective weightings for the executives’ 2011 AIB awards, which were intended to align annual incentive compensation with the goals and objectives set forth in Alpha’s business plan for the upcoming year:

Performance Metric	Weighting
Return on Invested Capital (ROIC)(1)		20	%
EBITDA(2)		60	%
Safety (TRIR)(3)		20	%
Total		100	%

(1) ROIC is calculated as follows to determine each performance level: Net Operating Profit After Tax (defined as: net income, plus after-tax one-time items and net interest expense); divided by Total Invested Capital (defined as: average total indebtedness, less average cash, cash equivalents and marketable securities, plus average stockholder’s equity).

(2) EBITDA is calculated as follows to determine each performance level: Income from Continuing Operations plus Interest Expense, Income Tax Expense, Depreciation, Depletion and Amortization, and Amortization of Acquired Intangibles, less Interest Income and Income Tax Benefit.

(3) “TRIR” means Total Reportable Incident Rate which is a standard established and governed by MSHA and is widely used by coal companies to judge their safety records.

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The threshold target, and maximum goals associated with each of the metrics is set forth below:

	2011 Corporate AIB Measures
Performance Goals	ROIC			EBITDA	SAFETY (TRIR)
Threshold		10.5	%	$732.1 Million	3.79 TRIR
Target		13.1	%	$915.1 Million	3.14 TRIR
Maximum		15.7	%	$1.098 Billion	2.98 TRIR

As described above, Alpha’s compensation committee approved a threshold, target, and maximum performance level for each of the 2011 financial and operational metrics. The following table sets forth the payouts based on the level of performance relative to the performance goals that were established for the year.

Performance Level	Payout as a Percent of Target
Threshold		50	%
Target		100	%
Maximum		200	%

In establishing the 2011 performance goals, the committee considered the economic environment and challenges to be faced in the upcoming year. The compensation committee designed the performance goals to award payout relationship to ensure that performance which significantly outperformed the target financial goals would be rewarded with above target payout levels. Similarly, performance that did not meet the goals could reduce bonus payouts to as low as zero. In setting the target goals, the compensation committee sought to establish challenging but achievable goals that would motivate and reward the NEOs for the delivery of strong growth in business results without encouraging excessive risk taking.

In order to further emphasize the importance of meeting profitability goals, actual EBITDA had to be at least equal to the threshold performance level (i.e., $732.1 million for 2011) in order for any bonus to be earned (the “Threshold EBITDA Goal”). If the Threshold EBITDA Goal is not attained, no bonus is earned by any participant under the AIB.

No AIB Bonus Payouts for 2011

Due to the Impairment, the Threshold EBITDA Goal was not met and thus there were no 2011 bonus pay-outs to Alpha employees under the AIB. The compensation committee did not consider the other metrics applicable to the 2011 AIB awards since the awards did not fund and become payable.

2011 Bonuses for Safety Performance

In February 2012, the compensation committee recognized Alpha’s significant safety achievements, particularly in connection with the integration of the Massey Acquisition, which are described under“— 2011 Business Performance” herein and include:

• Six of our operations were honored with the 2011 Mountaineer Guardian safety award.

• 84 operations reporting zero lost time accidents in 2011.

• 65 operations had zero reportable injuries in 2011.

• Former Massey mines had a 25% improvement in the Non-Fatal Days Lost rate and a 17% improvement in Total Reportable Incident Rate from June through December 2011, as compared to January through May 2011.

• Number of elevated MSHA enforcement actions at former Massey operations in the fourth quarter of 2011 decreased by 45% compared to the third quarter of 2011.

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• Alpha trained a total of 9,079 people in 2011 in“Running Right” classes, including 7,476 former Massey employees.

• Alpha trained over 1,100 certified persons in 16-hour programs designed to better understand the certified person’s legal responsibilities under the Mine Act as well as other safety responsibilities.

Safety is a core value for Alpha and the committee determined to reward Alpha’s employees for their tremendous efforts and successes in improving Alpha’s safety performance in 2011. The NEOs were granted the following bonuses for their 2011 safety leadership: Mr. Crutchfield ($528,000), Mr. Kost ($243,000), Mr. Wood ($144,000), Mr. Vining ($168,000), Mr. McMillion ($117,810), and Mr. Pack ($107,625, who was employed with Alpha for 11 months of 2011 and contributed to these accomplishments).

Long-Term Equity Incentives

The objectives of our long-term incentive (“LTI”) program are to motivate and reward executives and other key employees for sustained long-term performance and to promote retention of key executives. Consistent with our pay-for-performance philosophy, Alpha’s 2011 long-term incentive program was designed to place significant emphasis on performance with 60% of an executive’s target long-term incentive opportunity awarded in performance share units and the remaining 40% awarded in restricted stock units. The compensation committee approves target LTI opportunities for the NEOs.

Officer	2011 Target Long-Term Incentive Award Opportunity (as a percentage of salary)(1)			2011 Target Long-Term Incentive Award
Crutchfield		500	%	$	4,750,000
Kost		350	%	$	2,066,488
Wood		250	%	$	1,035,000
Vining		275	%	$	1,443,750
McMillion		250	%	$	981,750
Pack(2)		200	%	$	717,500

(1) The award amounts were determined based on the NEOs’ salaries in effect in January 2011, and in the case of Mr. Vining, on the date of his hire in May 2011.

(2) In connection with Mr. Pack’s termination of employment, his 2011 long-term incentive awards vested and, in the case of the performance share unit award, continue to be subject to the attainment of the performance goals.

Performance Share Units

The number of performance share units awarded for 2011 was determined by dividing 60% of the total target long-term incentive value by the closing market price of our common stock on the grant date, January 7, 2011 and, in the case of Mr. Vining in connection with him joining the Company in May 2011, by the average closing market price of the Company’s common stock for the 20 days preceding the grant date of his award, May 9, 2011. The performance period spans three years, beginning on January 1, 2011 and ending on December 31, 2013.

The design of the 2011 performance share unit awards align the interests of our executives with stockholders by tying the vesting of performance share units to achievement of pre-approved, cumulative three-year goals. The potential payouts that can be earned by executives can range from 0% to 200% of the target award, depending on the achievement of these goals.

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Performance Goals

In choosing metrics for the 2011 performance share units, which are summarized in the following table, the compensation committee considered our internal business plan and determined that: (i) the attainment of these performance goals would be largely under management’s control, (ii) the goals supported achievement of the business plan, and (iii) the goals correlated with the creation of long-term stockholder value.

Performance Metric	Weighting
Relative TSR(1)		35	%
Operating Income		35	%
Successful Acquisitions		30	%

(1) The TSR group is Arch Coal, Inc., Cliffs Natural Resources, Inc., CONSOL Energy Inc., James River Coal Company and Patriot Coal Corporation.

The performance levels and corresponding payouts for the relative TSR, operating income and successful acquisitions measures for the 2011 performance share units are summarized in the table below:

Performance Level	Percentage of Target Award Earned
Threshold		50	%
Target		100	%
Maximum		200	%

In setting the performance goals for the 2011 performance share units, the committee considered the Company’s historical financial performance and the probability of the Company accomplishing the goals based on Alpha’s long-term business plan. After this evaluation, the compensation committee concluded that the goals were challenging, yet achievable.

As described under “— Pack Severance Agreement,” Mr. Pack vested in his 2011 performance share unit award, with pay-out of such award, if any, to be determined by the compensation committee after the end of the performance period when the committee determines whether the goals applicable to the 2011 performance share unit awards have been attained.

Performance Share Units — Negative Discretion

The compensation committee uses negative discretion in determining the number of performance share units earned by NEOs. For purposes of Section 162(m) of the Code, the performance share units are earned at maximum to the extent that 50% of the three-year cumulative EBITDA goal set forth in the board-approved budget is achieved or exceeded and calculated as follows: Income from Continuing Operations plus Interest Expense, Income Tax Expense, Depreciation, Depletion and Amortization, Amortization of Acquired Intangibles, less Interest Income and Income Tax Benefit. Following the end of the performance period, the compensation committee certifies that the funding level is achieved and then uses negative discretion to reduce the number of share units earned to reflect actual performance against the pre-determined performance goals using the methodology to determine payouts described above. Alpha’s compensation committee approved this structure for the 2011 performance share unit awards with the intention of qualifying such awards for deductibility under Section 162(m) of the Code as more fully described in “— Section 162(m) Deductibility.”

Restricted Stock Units

The number of restricted stock units awarded in 2011 to each NEO was determined by dividing 40% of the total target long-term incentive value by the closing market price of our common stock on the grant date,

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January 7, 2011 and, in the case of Mr. Vining in connection with joining the Company in May 2011, based on the 20-day average closing price of the Company’s common stock prior to the grant date, May 9, 2011. The 2011 restricted stock unit awards granted to our NEOs were awarded primarily for retention purposes and vest in three equal annual installments, commencing on the first anniversary of the grant date. The restricted stock units also link the NEOs’ compensation to future stock price performance and, as they are stock-settled upon vesting, increase the NEOs’ stock ownership.

As described under “—Pack Severance Agreement,” in connection with Mr. Pack’s termination of employment, his 2011 restricted stock unit award vested.

Payout of 2009 Performance Share Units

In January 2009, prior to the Massey Acquisition and the Foundation Merger, performance share unit awards were granted to certain NEOs (Messrs. Crutchfield and McMillion) and other key employees of Legacy Alpha. The awards had a performance period from January 1, 2009 through December 31, 2011 and were contingent on the Company achieving its three-year cumulative EBITDA of $586.3 million as set forth in the board-approved budget and calculated as follows: Income from Continuing Operations plus Interest Expense, Income Tax Expense, Depreciation, Depletion and Amortization, Amortization of Acquired Intangibles, less Interest Income and Income Tax Benefit. The compensation committee also approved the following metrics in the event that the EBITDA hurdle was met or exceeded:

Financial Component (70%)	Strategic Component (30%)
•   Relative TSR (35%)	•   Successful Coal Acquisition (24%)
•   Operating Income (“OI”) (35%)	•   Other Strategic Measures (6%)

In February 2012, the compensation committee determined that the EBITDA hurdle had been exceeded. The committee then determined to review the other metrics applicable to the awards to determine actual share pay-outs. The compensation committee determined the following:

• Due to the Impairment, threshold OI was not achieved (or 0% of target);

• TSR was achieved at threshold with Alpha ranking third among the peer companies included in the TSR group (Patriot Coal Corporation, CONSOL Energy Inc., and James River Coal Company), or at 50% of target; and

• Successful Coal Acquisitions and the other strategic measures had been achieved at maximum which the committee had previously approved in November 2009 following the closing of the Foundation Merger, or 200% of target.

As a result, the committee determined that the following 2009 performance share units had been earned at 77.5% of target and approved the following share pay-out amounts:

Name	2009 PSU Target Shares	2009 PSU Shares Earned
Kevin S. Crutchfield	43,320	33,573
Randy L. McMillion	21,660	16,786

Timing of Equity Grants

The Company’s equity grant practice is designed to ensure integrity in the timing of granting awards and to ensure that long-term incentive goals are approved no later than 90 days after the beginning of the award cycle, or the first quarter of each year. Alpha has not timed, and does not intend to time, its release of material non-public information for the purpose of affecting the value of executive compensation.

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The compensation committee and management believe that employees wish to know their annual compensation close to the commencement of a new year and such compensation should be approved in connection with a review of their year-end performance. In order to meet employee expectations and to establish annual compensation closer in time to performance evaluations for the prior year’s performance, the compensation committee has approved the effective date of annual grants of long-term incentive awards to our NEOs and other employees in the first quarter of a new calendar year.

Other Programs, Agreements and Arrangements

Benefits

Our CEO and each of our other NEOs participate in employee benefit programs available to other employees, including health and welfare programs, the Company’s 401(k) Plan, a tax-qualified program that serves as the primary retirement benefit program for Company employees, and the deferred compensation plan (the “ANR DC Plan”).

Perquisites

Our NEOs are provided with certain limited perquisites and other personal benefits that the compensation committee feels are reasonable and consistent with the Company’s overall compensation philosophy. The compensation committee believes that perquisites should be kept to a low level while still maintaining a competitive program. The principal perquisites provided to the NEOs include a supplemental disability insurance program, relocation assistance and a vehicle program.

In connection with joining the Company in 2011, Mr. Vining was eligible for Alpha’s relocation policy, which provides relocation assistance including home marketing assistance, temporary living costs, movement of household goods, certain tax reimbursements and gross-up payments, home sale program options, guaranteed home purchase program, home funding assistance, reimbursement for certain new home closing costs, and certain miscellaneous expense allowances. As a condition to receiving relocation benefits, an employee must execute a relocation payback agreement which provides that if an employee leaves employment voluntarily or is terminated for gross misconduct within 18 months of moving, the employee must reimburse Alpha for some or all of the relocation expenses incurred. The relocation amount paid to Mr. Vining in 2011 in connection with his move is set forth in the Summary Compensation Table. Likewise, Messrs. Kost, Wood and Pack also participated in the relocation program in connection with their moves from Baltimore, Maryland (Legacy Foundation’s corporate headquarters) to Bristol, Virginia (Alpha’s headquarters) which amounts are also reflected in the Summary Compensation Table for the applicable years reported.

Stock Ownership Guidelines

The compensation committee believes NEOs and other senior executives should have a significant equity stake in the Company in order to more closely align the interests of our named executives and other senior executives with those of our stockholders. Therefore, the board has established executive stock ownership guidelines. Under these guidelines, our officers will accumulate, over a five year period, and maintain equity ownership in Alpha having a value of no less than four times annual base salary, in the case of our chief executive officer, three times annual base salary, in the case of our president, and two times annual base salary in the case of our other officers. Equity granted as compensation to our officers is included in determining whether their applicable stock ownership guidelines were achieved.

While we do not maintain any additional required holding period for equity granted as compensation above and beyond our stock ownership guidelines, our officers are encouraged not to sell any equity in Alpha until their applicable guideline is achieved (with certain limited exceptions).

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Clawback or Forfeiture of Incentive Awards

The AIB and the forms of agreement for restricted stock units and performance share units include a “clawback” provision that primarily enables the Company to recoup payments made to certain employees based on fraudulent conduct involving the Company’s financial statements for amounts paid in the three years prior to the restatement and/or for ethical misconduct, with such provisions applicable to the cash and equity awards made in 2010 and thereafter. Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection At (the “Dodd-Frank Act”) requires the SEC to direct the national securities exchanges to add a listing requirement that a listed company must implement a policy related to the recoupment of incentive compensation paid to current and former executives in the event of an accounting restatement due to material noncompliance by a company with financial reporting requirements under the federal securities laws. The Dodd-Frank Act did not specify an effective date for this new requirement. The Company anticipates that the “clawback” provisions in the AIB and forms of agreement for restricted stock units and performance share units will be revised once the SEC adopts final rules.

Employment Agreements, Key Employee Separation Plan and Change in Control Benefits

In 2009, we entered into amended and restated employment agreements with our CEO, Mr. Crutchfield, in connection with his promotion to CEO, and our President, Mr. Kost, in order to retain and competitively compensate them for their greatly enhanced roles with the new combined company that resulted from the Foundation Merger. These agreements are described in “— Additional Information Regarding Our Summary Compensation Table and Grants of Plan-Based Awards Table” and in “— Potential Payments Upon Termination or Change in Control.” The other NEOs are participants in Alpha’s Key Employee Separation Plan (“Separation Plan”). The Separation Plan is described in “— Potential Payments Upon Termination or Change in Control.” Under the employment agreements, Separation Plan, AIB Plan and equity award agreements, our NEOs and other employees of the Company are entitled to certain payments and benefits in the event their respective employment is terminated under qualifying circumstances in connection with a change in control, without cause, and, in certain instances, for good reason.

The compensation committee believes these change in control and termination provisions are necessary to ensure that the actions and recommendations of senior management and other employees with respect to such change in control transactions are in Alpha’s and our stockholders’ best interests, and to reduce the distraction regarding the impact of such a transaction on the employment status of an NEO. The employment agreements, Separation Plan, AIB Plan and equity award agreements also provide our NEOs with security in the event of a possible termination without cause or upon a good reason termination event, and assist us with the retention of our key employees. Severance benefits are discussed in detail in “— Potential Payments upon Termination or Change in Control”section of this proxy statement.

Section 4999 of the Code imposes a 20% excise tax on employees who receive certain benefits in connection with a change in control that equal or exceed three times the employee’s base amount compensation (generally the average W-2 income over the preceding five years). Under the employment agreements entered into with our CEO and president, the Company will pay our CEO and president an amount to cover the excise taxes they owe under Section 4999 of the Code due to their receipt of excess parachute payments, as well as for all other taxes due in connection with such payment. If the net after-tax benefit to our CEO and president after receiving such payment does not exceed 110% of the threshold amount at which such payments become an excess parachute payment resulting in the excise tax, the Company will not make any such payment and the benefits payable to the CEO and president will be reduced to the extent necessary to avoid such excise tax.

The Separation Plan does not provide for payment to cover excise taxes imposed under Section 4999 of the Code. Rather, payments due upon a change of control to participants shall be reduced to the extent necessary to avoid such excise tax, unless it is determined that the net after tax benefits to a participant would be greater if such reductions were not imposed.

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The terms of these payments and/or reduction in payments were reviewed by our compensation committee in 2009 and the committee concluded that the terms of these payments were in line with market practices.

Employment Arrangements with Vining

Mr. Vining joined Alpha in May 2011. In connection with hiring Mr. Vining as Alpha’s executive vice president and chief commercial officer, the compensation committee approved the following compensation terms and arrangements with him: (i) an annual base salary of $525,000, (ii) 2011 annual bonus opportunities (relative to base salary) of threshold (40%), target (80%) and maximum (160%), if earned, (iii) a 2011 performance share unit award of 13,865 shares (at target), (iv) restricted stock unit awards in an aggregate amount of 22,747 shares, (v) added him as a participant to the Separation Plan (at the same level as other senior executive officer participants), and (vi) added him as a participant under the ANR DC Plan. He also became eligible to participate in other employee benefit programs offered by the Company to full-time salaried employees at his pay grade, including, without limitation, the vehicle allowance program, the relocation program and a miscellaneous expense allowance of $10,000 to cover expenses incurred in connection with relocation which are not otherwise covered by such program.

Pack Severance Agreement

Mr. Pack’s employment with Alpha was terminated without cause in December 2011. Mr. Pack was a participant in the Separation Plan and, as a result, became entitled to the severance payments and benefits described therein. Mr. Pack received the following in connection with his termination of employment: (i) one and one-half times his then current base salary and target bonus opportunity, (ii) an opportunity to earn his 2011 annual incentive bonus for the full one-year performance period, (iii) $175,000, (iv) $15,000 in outplacement assistance, (v) accrued, but unpaid, salary, bonus and vacation, (vi) reimbursement of business expenses, (vii) the unvested portion of his equity awards vested and, in the case of performance share unit awards, continue to be subject to the attainment of performance goals as determined by the compensation committee after the end of the applicable performance period and (viii) continued health and life insurance for up to 18 months.

Insider Trading/No Hedging Policy

Our insider trading policy addresses short selling (profiting if the market price of our stock decreases), buying or selling publicly traded options (including puts and calls) and hedging or monetization activities such as zero-cost collar and forward sales contracts. The policy prohibits Company insiders from engaging in short sales or transactions in publicly traded options, and strongly discourages hedging or monetization transactions which transactions must first be pre-cleared with the Company’s general counsel (or his designee) with a justification provided for the proposed transaction. None of our officers engaged in such transactions in 2011.

Section 162(m) Deductibility

Section 162(m) of the Code provides that a publicly traded corporation may not deduct compensation in excess of $1 million for amounts paid to each of its chief executive officer or to any of the three other highest compensated officers other than the chief financial officer (collectively, “covered employees”), unless such excess compensation is “performance-based” or otherwise excepted. Among other requirements, for compensation to be “performance-based” for purposes of Section 162(m), the performance goals must be pre-approved and objective. Awards under the AIB as well as the awards of performance share units are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

The compensation committee strives to provide the NEOs with a compensation package that will preserve the deductibility of significant components of those packages for the Company to the extent reasonably practicable and to the extent consistent with its other compensation objectives. However, the compensation committee believes that stockholder interests are best served by not restricting the compensation committee’s discretion and flexibility in structuring compensation programs, even if those programs may result in certain non-deductible compensation.

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Compensation Committee Report

The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management. Based on its review and discussion with management, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” section be included in this proxy statement.

E. Linn Draper, Jr.,Chairman

William J. Crowley, Jr.

Joel Richards, III

Ted G. Wood

Compensation and Risk

The company’s compensation program is designed to motivate and reward our employees and executive officers for their performance during the fiscal year and over the long-term and for taking appropriate business risks. Management retained a consulting firm to conduct a risk assessment of the Company’s incentive compensation plans. Based on its review of the risk assessment, a review of the Company’s internal controls and the risk mitigating components of the Company’s compensation programs, the compensation committee and management concluded that the Company’s compensation programs do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on the Company.

Our compensation program for our executives and other key employees includes the following features, which reduce incentives for excessive risk taking and mitigate incentives to maximize short-term results at the expense of long-term value:

• Balanced Pay Mix:    The target compensation mix is heavily weighted towards long-term incentive compensation.

• Mix of Performance Metrics:    We do not rely on a single performance metric to determine payouts for performance-based awards. Instead, performance targets are tied to a variety of metrics, including EBITDA, ROIC, OI, TSR and safety.

• Calculation and Verification of Performance:    Controls are in place to ensure accuracy of calculations as to actual performance against metrics.

• Cap on Incentive Payouts:    Payouts are capped at 200% of the target award to protect against excessive payouts.

• Performance Period and Vesting Schedules:    The performance period and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period.

• Stock Ownership Guidelines:    As it relates to our executives, this policy requires our CEO to own equity in the Company of four times his salary and other executive officers to own equity of two to three times their respective salaries, and to retain this level of ownership throughout their tenure with the Company.

• Clawback Provisions:    Beginning in 2010, executive and other key employee incentive awards include “clawback” provisions that enable the Company to recoup payments made to them in certain circumstances as described under “— Compensation Discussion and Analysis.”

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Summary Compensation Table

The following table shows compensation information for: (i) Alpha’s principal executive officer (Mr. Crutchfield), (ii) principal financial officer (Mr. Wood), (iii) the next three most highly compensated executives at fiscal year-end 2011 (Messrs. Kost, Vining and McMillion), and (vi) an additional individual for whom disclosure would have been provided, but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (Mr. Pack).

Name and Principal Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)($)		All Other Compensation(5) ($)		Total ($)
Kevin S. Crutchfield		2011		1,029,615		528,000		4,889,818		—		—		273,902		6,721,335
Chief Executive Officer		2010		875,000		—		7,455,438		1,522,500		—		127,809		9,980,747
		2009		336,538		—		6,683,221		787,500		—		107,431		7,914,690
Frank J. Wood		2011		449,762		144,000		1,065,209		—		606,541		107,170		2,372,682
Executive Vice President and Chief Financial Officer		2010		407,692		—		1,703,974		522,000		285,936		73,101		2,992,703
		2009		366,254		—		2,125,394		260,000		166,253		1,509,967		4,427,868
Kurt D. Kost		2011		635,963		243,000		2,127,191		—		820,144		155,867		3,982,165
President		2010		575,865		—		3,369,748		884,790		368,807		321,338		5,520,548
		2009		505,649		—		3,524,626		423,750		152,870		775,947		5,382,842
Paul H. Vining		2011		333,077		168,000		1,849,714		—		—		232,197		2,582,988
Executive Vice President and Chief Commercial Officer
Randy L. McMillion		2011		392,404		117,810		1,010,664		—		—		127,015		1,647,893
Executive Vice President — Business Excellence		2010		385,000		—		1,640,012		502,425		—		79,914		2,607,351
		2009		148,076		—		1,723,173		288,750		—		60,466		2,220,465
Allen Scott Pack, Jr.		2011		343,572		190,375		738,619		—		91,946		1,588,897		2,953,409
Former Executive Vice President — Sales & Marketing

(1) As described in “— Compensation Discussion and Analysis,” the compensation committee approved the payment of bonuses to the NEOs to recognize the Company’s exemplary 2011 safety performance. In addition, Mr. Pack was paid a cash retention bonus for remaining employed with the Company through July 2011.

(2) Effective January 7, 2011, performance share unit and restricted stock unit awards were granted.

The values set forth in this column and this footnote reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). A discussion of the relevant assumptions made in the valuation of these awards is provided in the Form 10-K (Note 18). The amounts relating to the performance share units included in the table are based on the maximum number of performance share units (or 200%) for the 2009 and 2010 awards and the target number of performance share units (or 100%) for the 2011 awards, which may be earned under the awards once performance and service conditions have been satisfied. In the case of the Legacy Foundation 2009 performance-based restricted stock units, the performance probability is 100% (target) which is the highest level of performance which may be achieved with such awards. With respect to the performance share unit awards granted in 2011, the value at the grant date of the NEOs’ awards assuming the performance conditions were achieved at maximum was $4,842,361 (Mr. Crutchfield), $1,054,991 (Mr. Wood), $2,106,657 (Mr. Kost), $1,295,060 (Mr. Vining), $1,000,889 (Mr. McMillion), and $731,487 (Mr. Pack).

(3) As described in “— Compensation Discussion and Analysis,” the Threshold EBITDA Goal was not met and thus no 2011 AIB bonus awards were paid.

(4) Amounts in this column reflect the change in the actuarial present value of benefits under the Legacy Foundation Retirement Plan for Salaried Employees of Foundation Coal (the “Qualified Salaried Plan”) and Legacy

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Foundation Supplemental Executive Retirement Plan (the “SERP”). The following assumptions and data were used in calculating the change in the actuarial present value: (i) service and compensation through December 31, 2010 (because such plan was frozen effective December 31, 2010); (ii) a decrease in the discount rate from 4.74% to 4.46% and a one year reduction in the discount period used to determine the present value of the benefit; (iii) retirement at age 62, the earliest age benefits are unreduced; (iv) no pre-retirement mortality; (v) post-retirement mortality and interest based on the better of Code Section 417(e)(3) mortality with interest rate equal to discount rate and UP-84 Unisex mortality with 4.0% interest; and (vi) payment in the form of a lump sum. Lump sum benefits are available, on a reduced basis, as early as age 55 if the participant has 10 or more years of service.

For more information regarding the Qualified Salaried Plan and the SERP and the effect of the Foundation Merger upon participant benefits thereunder, see the Pension Benefits Table and “— Additional Information Regarding Our Pension Benefits Table.”

(5) For 2011, perquisites and other items are as follows:

• Mr. Crutchfield: (i) $19,600 — 401(k) contributions and match made by us, (ii) $209,428 — Company contributions to the ANR DC Plan, (iii) $3,965 — supplemental disability insurance, (iv) $24,409 — vehicle allowance (including a $8,761 associated tax gross up), (v) $6,500 — Company provided physical, and (vi) $10,000 — PAC Company matching contributions;

• Mr. Wood: (i) $22,050 — 401(k) contributions and match made by us, (ii) $66,189 — Company contributions to the ANR DC Plan, (iii) $3,701 — supplemental disability insurance, (iv) $5,100 — Company provided physical, (v) $130 — wellness award tax gross up, and (vi) $10,000 — PAC Company matching contributions;

• Mr. Kost: (i) $22,050 — 401(k) contributions and match made by us, (ii) $115,931 — Company contributions to the ANR DC Plan, (iii) $2,786 — supplemental disability insurance, (iv) $5,100 — Company provided physical, and (v) $10,000 — PAC Company matching contributions;

• Mr. Vining: (i) $22,050 — 401(k) contributions and match made by us, (ii) $7,635 — Company contributions to the ANR DC Plan, (iii) $3,719 — supplemental disability insurance, (iv) $12,623 — vehicle allowance (including a $4,223 associated tax gross up), and (v) $186,170 — relocation (including a $58,848 associated tax gross up);

• Mr. McMillion: (i) $22,050 — 401(k) contributions and match made by us, (ii) $59,231 — Company contributions to the ANR DC Plan, (iii) $4,376 — supplemental disability insurance, (iv) $24,729 — vehicle allowance (including a $9,039 associated tax gross up), (v) $6,500 — Company provided physical, (vi) $132 — wellness award tax gross up, and (vii) $10,000 — PAC Company matching contributions; and

• Mr. Pack: (i) $22,050 — 401(k) contributions and match made by us, (ii) $58,099 — Company contributions to the ANR DC Plan, (iii) $3,525 — supplemental disability insurance, (iv) $1,131,719 — severance pay, (v) $316,434 — 2009 and 2010 time based restricted stock unit awards vesting in connection with employment termination (the amount vesting in connection with the 2011 awards is included in the “Stock Awards” column), (vi) $5,100 — Company provided physical, (vii) $41,970 —relocation (including a $15,844 associated tax gross up), and (viii) $10,000 — PAC Company matching contributions. This column does not include outstanding performance share units as of December 31, 2011, which also vested in connection with Mr. Pack’s termination of employment, but continue to be subject to achievement of the applicable performance goals. The compensation committee will not determine the achievement of performance goals of these awards until after the applicable performance periods.

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Grants of Plan-Based Awards in 2011

The following table sets forth each non-equity and equity incentive plan award made or approved by the Company in 2011.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units(3) (#)		Grant Date Fair Value of Stock and Option Awards(4) ($)
Name	Grant Date		Threshold ($)		Target     ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Kevin S. Crutchfield		—		660,000		1,320,000		2,200,000		—		—		—		—		—
		1/7/2011		—		—		—		21,839		43,678		87,356		—		2,989,868
		1/7/2011		—		—		—		—		—		—		29,118		1,899,950
Frank J. Wood		—		180,000		360,000		720,000		—		—		—		—		—
		1/7/2011		—		—		—		4,758		9,516		19,032		—		651,393
		1/7/2011		—		—		—		—		—		—		6,342		413,816
Kurt D. Kost		—		303,750		607,500		1,215,000		—		—		—		—		—
		1/7/2011		—		—		—		9,501		19,002		38,004		—		1,300,734
		1/7/2011		—		—		—		—		—		—		12,666		826,457
Paul H. Vining		—		210,000		420,000		840,000		—		—		—		—		—
		1/7/2011		—		—		—		6,933		13,865		27,730		—		819,755
		1/7/2011		—		—		—		—		—		—		19,529		1,029,959
Randy L. McMillion		—		147,263		294,525		589,050		—		—		—		—		—
		1/7/2011		—		—		—		4,514		9,028		18,056		—		617,989
		1/7/2011		—		—		—		—		—		—		6,018		392,675
Allen Scott Pack, Jr.		—		134,531		269,063		538,125		—		—		—		—		—
		1/7/2011		—		—		—		3,299		6,598		13,196		—		451,649
		1/7/2011		—		—		—		—		—		—		4,398		286,970

(1) The amounts relate to bonuses that were to be paid in 2012, if earned in 2011, under the AIB. These awards were not earned for the reasons described in “— Compensation Discussion and Analysis.”

(2) This column shows the performance share unit awards granted in 2011 under the 2010 Long-Term Incentive Plan. The number of performance share units earned under the plan will be based upon a three-year performance cycle as more fully described in “— Additional Information Regarding Our Summary Compensation Table and the Grants of Plan-Based Awards Table.”

(3) This column shows the number of shares of restricted stock units awarded in 2011 under the 2010 Long-Term Incentive Plan. A description of the restricted stock units is set forth in “— Additional Information Regarding Our Summary Compensation Table and Grants of Plan-Based Awards Table.”

(4) The grant date fair value calculations are computed in accordance with FASB ASC Topic 718 for the restricted stock units granted in January 2011 under the 2010 Long-Term Incentive Plan, and the performance share units granted in January 2011 under the 2010 Long-Term Incentive Plan (subject to the other terms and conditions of the awards) and disregarding any estimates of forfeitures. A discussion of the relevant assumptions made in the valuation of these awards is provided in the Form 10-K (Note 18). The amounts relating to the performance share units in this table are based on the target number of performance share units, which may be earned under the awards. For the amounts relating to the performance share units based on the maximum number of performance share units, see footnote 2 of the Summary Compensation Table.

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Additional Information Regarding Our Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements.

Third Amended and Restated Employment Agreement with Kevin S. Crutchfield

Our indirect wholly-owned subsidiary, Alpha Natural Resources Services, LLC, entered into a Third Amended and Restated Employment Agreement with Mr. Crutchfield (the “Crutchfield Employment Agreement”), to serve as our chief executive officer, and to be nominated for re-election to our board, which agreement became effective as of July 31, 2009. The term of the Crutchfield Employment Agreement ends on December 31, 2012, and the agreement term automatically renews for successive annual terms unless terminated by Mr. Crutchfield or us in advance of the end of the initial term or any renewal term.

Pursuant to the Crutchfield Employment Agreement, Mr. Crutchfield is entitled to the following: (i) a minimum annual base salary of $875,000 (subject to increase, which then establishes the minimum base salary under the agreement), (ii) an annual bonus with a threshold pay-out opportunity of 50% of his then current base salary, a target pay-out opportunity of 100% of his then current base salary, and a maximum bonus opportunity of 200% of his then current base salary, based upon achievement of certain performance and other goals, (iii) participation in our long-term incentive plans, including equity incentive plans (provided that, to the extent the compensation committee awards regular cycle annual grants of equity securities to senior officers who report to Mr. Crutchfield, he will receive an equity grant which will be targeted at 150% of the highest number of such security granted to any such officers), (iv) four weeks of paid vacation, or such greater amount of vacation as may be determined in accordance with our vacation policy as in effect from time to time, (v) reimbursement of business expenses, and (vi) participation in our benefit plans on the same basis as other employees.

Mr. Crutchfield is also entitled to certain payments upon the occurrence of a change in control or certain employment termination events, including his resignation for good reason and termination without employer cause. These events and the related payouts to which Mr. Crutchfield may be entitled to are discussed under “— Potential Payments Upon Termination or Change in Control.”

First Amended and Restated Employment Agreement with Kurt D. Kost

We entered into a First Amended and Restated Employment Agreement with Mr. Kost (the “Kost Employment Agreement”), to serve as our president, which agreement became effective as of July 31, 2009. The current term of the Kost Employment Agreement ends on December 31, 2012, and the agreement term automatically renews for successive annual terms unless terminated by Mr. Kost or us in advance of the end of the initial term or any renewal term.

Pursuant to the Kost Employment Agreement, Mr. Kost is entitled to the following: (i) a minimum annual base salary of $565,000 (subject to increase, which then establishes the minimum base salary under the agreement), (ii) an annual bonus with a threshold pay-out opportunity of 45% of his then current base salary, a target pay-out opportunity of 90% of his then current base salary, and a maximum bonus opportunity of 180% of his then current base salary, based upon achievement of certain performance and other goals, (iii) participation in our long-term incentive plans, including equity incentive plans, (iv) four weeks of paid vacation, or such greater amount of vacation as may be determined in accordance with our vacation policy as in effect from time to time, (v) reimbursement of business expenses, and (vi) participation in our benefit plans on the same basis as other employees.

Mr. Kost is also entitled to certain payments upon the occurrence of a change in control or certain employment termination events, including his resignation for good reason and termination without employer cause. These events and the related payouts to which Mr. Kost may be entitled to are discussed under “— Potential Payments Upon Termination or Change in Control.”

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Annual Incentive Bonus Plan.

For the 2011 plan year, the Company granted to each of our NEOs, as well as other executive officers and key employees, annual incentive awards under the AIB. If certain pre-approved financial performance goals had been achieved, each NEO participant would have been eligible to receive a cash bonus based upon a percentage of their respective annual base salaries. Achievement of the goals was measured following the completion of the year and payment of any earned bonuses is to be made within the first quarter of the year following the measurement period. For the 2011 plan year, no AIB awards were earned. For additional information regarding the effect of employment termination or a change in control upon the awards, see “— Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control.”

Stock Options, Performance Share Units, Restricted Stock and Restricted Stock Units.

The 2010 Long-Term Incentive Plan provides for a variety of awards, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards and other types of awards deemed by the compensation committee to be consistent with the purposes of the plan. All awards granted to the NEOs after the 2010 annual meeting of stockholders have been granted under the 2010 Long-Term Incentive Plan. If the Company’s stockholders approve the 2012 Long-Term Incentive Plan, the Company will not make any new awards after the date of the Annual Meeting under any other equity plans currently maintained by the Company. For more information regarding the 2012 Long-Term Incentive Plan, see “Proposal No. 2 — 2012 Long-Term Incentive Plan.”

2011 Equity Awards.

A mix of restricted stock units and performance share units were awarded to our NEOs in January 2011. These awards were made pursuant to restricted stock unit agreements and performance share unit agreements, as applicable. The restricted stock units vest over a three year period, with one third of the shares vesting on each of the first, second and third anniversaries of the applicable grant date. The performance share units will vest following a three year performance period that commenced on January 1, 2011, if the performance criteria underlying such awards have been satisfied. These awards are further described under “— Compensation Discussion and Analysis.” Please also see “— Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control” for a description of the circumstances under which these awards may accelerate and vest and/or be forfeited.

Equity Awards Made in Connection with the Foundation Merger.

In connection with the Foundation Merger, the Company granted equalizing restricted stock unit awards to certain executive officers of the Company who were former officers of Legacy Alpha, including Messrs. Crutchfield and McMillion. These awards will vest in one-third installments on each anniversary date of the grant date over a three-year period.

The Company also granted retention restricted stock unit awards to officers and employees of the Company after the closing of the Foundation Merger, including Messrs. Crutchfield, Wood, Kost, McMillion and Pack. The retention restricted stock unit awards granted to Messrs. Crutchfield and McMillion vested as to seventy-five percent (75%) on February 25, 2012 and the remaining twenty-five percent (25%) will vest on August 3, 2012 if the grantee is employed with the Company on that date. The retention restricted stock unit awards granted to Messrs. Wood and Kost will generally cliff vest on the third anniversary of the grant date if the grantee is employed with the Company on that date. In the case of Mr. Pack, his retention restricted stock unit award vested in connection with his termination of employment in December 2011. These awards are further described under “—Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control.”

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Legacy Foundation Equity Awards.

Stock Options:    At the effective time of the Foundation Merger, each Legacy Foundation Stock Option outstanding immediately prior to the Foundation Merger, including those held by Mr. Wood, was converted into a fully vested option to purchase shares of Company common stock subject to terms and conditions set forth in a rollover nonqualified stock option agreement (the “Option Rollover Agreements”). The Option Rollover Agreements provide that if the grantee’s employment with the Company is terminated for any reason other than cause prior to the expiration date of the option, the option remains exercisable until the first to occur of the expiration date and the fourth anniversary of the date of the termination of employment. Aside from the accelerated vesting and post-termination exercise period, each new Company stock option continues to have the same terms and conditions as were applicable immediately before the Foundation Merger, except that each new Company stock option is exercisable for a number of whole shares of Company common stock equal to the product of the number of shares of Legacy Foundation common stock issuable upon exercise of the Legacy Foundation Stock Option immediately prior to the Foundation Merger multiplied by the Exchange Ratio and the per share exercise price of each new Company stock option is equal to the quotient determined by dividing the per share exercise price of the Legacy Foundation Stock Option by the Exchange Ratio. Pursuant to the foregoing, Mr. Wood’s two outstanding Legacy Foundation Stock Options were converted into a new Company stock option to purchase 161,120 shares of Company common stock for $7.87 per share and a new Company stock option to purchase 23,959 shares of Company common stock for $4.50 per share. As of March 30, 2011, Mr. Wood had exercised all but options to purchase 80,079 shares of Company common stock exercisable for $7.87 per share.

Performance Restricted Stock Units and Cash Units:    In connection with the Foundation Merger, Legacy Foundation Performance RSUs, including those held by Messrs. Wood, Kost and Pack, became fully vested and converted into vested restricted stock units of the Company that were settled in February 2012. The number of shares of Company common stock that were subject to each such vested Legacy Foundation Performance RSU was equal to the product of the number of shares of common stock subject to the applicable Legacy Foundation Performance RSU immediately before the Foundation Merger multiplied by the Exchange Ratio. Pursuant to the foregoing, Messrs. Wood’s, Kost’s and Pack’s then outstanding Legacy Foundation Performance RSUs converted into vested restricted stock units entitling them to 17,100, 32,094 and 12,567 shares of Company common stock, respectively, in February 2012. In addition, each cash unit outstanding prior to the Foundation Merger that was held by a member of senior management, including those held by Messrs. Wood, Kost and Pack, became fully vested and converted into 7,314, 13,722 and 5,377 cash units of the Company, respectively, otherwise having the same terms and conditions as were applicable immediately before the effective time of the Foundation Merger. Each such vested cash unit of the Company represented the right of its holder to receive $14.02 in cash, which is equivalent to 100% of its original value. Messrs. Wood, Kost and Pack received 17,100, 32,094 and 12,567 shares of Alpha common stock, respectively, and received $102,542, $192,382 and $75,386 in cash, respectively in February 2012.

Legacy Alpha Equity Awards.

Performance Share Units:    From 2006 until the Foundation Merger, Legacy Alpha granted performance share unit awards to participants. Messrs. Crutchfield and McMillion were granted performance share unit awards entitling them to receive shares of common stock following the end of a three-year performance period that commenced on January 1, 2009, if earned. The performance share unit awards were earned at 77.5% of target, following the end of the performance period, as more fully described under“— Compensation Discussion and Analysis.”

Restricted Stock:    From 2005 until the Foundation Merger, Legacy Alpha granted annual restricted stock awards under the 2005 Long-Term Incentive Plan to participants in the plan, including Messrs. Crutchfield and McMillion. Each of these restricted stock awards was assumed by the Company in connection with the Foundation Merger. These awards were made pursuant to restricted stock agreements that provide for vesting

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over a three-year period. The agreements provide that all unvested shares are automatically forfeited on the date the executive ceases to be employed by us, except upon certain circumstances which are described under “— Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control.”

Perquisites and Other Benefits.

We offer certain limited perquisites and other benefits to our NEOs and certain other employees as described below:

Supplemental Disability Insurance (“SDIP”).

We pay the premiums for income protection insurance coverage for certain NEOs and selected Alpha key employees, which complements our current optional group long-term disability coverage for them by providing additional protection against the financial impacts of a disability. Under our optional long-term disability program, we and the employee equally split the premium cost and, to receive the SDIP benefit, an eligible employee does not have to be enrolled in the optional group long-term disability coverage. The SDIP provides a monthly benefit in the event of a disability, which, in concert with the optional long-term disability program, enables these employees to protect up to 60% of their total income, including base salary and eligible bonus compensation.

Vehicle Allowance.

Certain of our NEOs and other employees receive a vehicle allowance benefit.

PAC Matching Contributions.

This program is described under “Corporate Governance and Related Matters — Additional Information Regarding Our Director Compensation Table” and has permitted our NEOs to make contributions to the Company’s PAC which provides a Company match of up to two times the maximum annual individual contribution amount ($5,000) to certain charitable organizations, including organizations recognized as tax-exempt organizations under Section 501(c)(3) of the Code.

Relocation Program

This program is described under “— Compensation Discussion and Analysis.”

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Outstanding Equity Awards at Fiscal Year-End 2011

The following table sets forth the outstanding equity awards of our NEOs at December 31, 2011.

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)		Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Kevin S. Crutchfield		33,950		19.00		2/13/2015		—		—		—		—
		—		—		—		239,451		4,891,984		147,866		3,020,902
Frank J. Wood		80,079		7.87		8/10/2014		—		—		—		—
		—		—		—		41,094		839,550		33,328		680,891
Kurt D. Kost		—		—		—		64,675		1,321,310		66,094		1,350,300
Paul H. Vining		—		—		—		19,529		398,977		13,865		283,262
Randy L. McMillion		—		—		—		82,903		1,693,708		31,948		652,697
Allen Scott Pack, Jr.		—		—		—		—		—		23,266		475,324

(1) The exercisable portion of Mr. Crutchfield’s stock option award vested, in equal annual installments, on each February 14th of 2006, 2007, 2008, 2009 and 2010. Mr. Wood’s stock option award fully vested at the time of the Foundation Merger.

(2) This column includes the 2009 performance share units granted under the 2005 Long-Term Incentive Plan to Messrs. Crutchfield and McMillion, which had a performance period of January 1, 2009 through December 31, 2011. The performance conditions relating to the 2009 performance share units were satisfied on December 31, 2011, but the performance share units remained unvested until February 21, 2012. Such number of performance share units delivered in connection with the vesting are included in this column and set forth in “— Compensation Discussion and Analysis.”

This column also includes unvested restricted stock awards and unvested restricted stock unit awards. Below is the vesting information for shares of restricted stock and restricted stock units that are outstanding as of December 31, 2011.

Restricted Stock Awards

Name	Vesting Date		Number of Shares		Awards
Kevin S. Crutchfield		1/7/2012		9,626		19,252
		2/25/2012		86,643		86,643
Randy L. McMillion		1/7/2012		4,813		9,626
		2/25/2012		45,127		45,127

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Restricted Stock Units

Name	Vesting Date		Number of Shares		Awards
Kevin S. Crutchfield		8/3/2012		29,389		58,691
		2/25/2012		20,963
		8/3/2012		6,987		27,950
		1/7/2012		11,576
		1/7/2013		11,576		34,728
		1/7/2012		9,706
		1/7/2013		9,706
		1/7/2014		9,706		29,118
Frank J. Wood		8/3/2012		29,577		29,577
		1/7/2012		2,614
		1/7/2013		2,613		7,938
		1/7/2012		2,097
		1/7/2013		2,097
		1/7/2014		2,096		6,342
Kurt D. Kost		8/3/2012		41,778		41,778
		1/7/2012		5,167
		1/7/2013		5,168		15,586
		1/7/2012		4,187
		1/7/2013		4,187
		1/7/2014		4,188		12,666
Paul H. Vining		5/9/2012		6,510
		5/9/2013		6,510
		5/9/2014		6,509		19,529
Randy L. McMillion		8/3/2012		2,593		5,179
		2/25/2012		1,941
		8/3/2012		647		2,588
		1/7/2012		2,514
		1/7/2013		2,514		7,574
		1/7/2012		1,989
		1/7/2013		1,989
		1/7/2014		1,990		6,018

(3) These values were calculated based on a market price of $20.43 per share, the closing market price per share of Alpha’s common stock on December 30, 2011. In the case of the final column, the payout value reported is based on achieving performance goals at the maximum and target levels for each of the 2010 and 2011 performance share unit awards, respectively.

(4) This column shows the number of unvested performance share units (for which the performance conditions have not been satisfied) as of December 31, 2011. The scheduled vesting date for the 2010 performance share unit awards is in the first quarter of 2013 and, in the case of the 2011 performance share unit awards, in the first quarter of 2014, assuming, in both cases, the achievement of performance objectives. The performance share unit amounts presented for the 2010 and 2011 performance share unit awards are based on achieving performance goals at maximum (200%) and target (100%) levels, respectively. The table below sets forth the number of performance share units granted in 2010 and 2011, respectively, at the levels described in the preceding sentence.

Name	2010		2011
Kevin S. Crutchfield		104,188		43,678
Frank J. Wood		23,812		9,516
Kurt D. Kost		47,092		19,002
Paul H. Vining		—		13,865
Randy L. McMillion		22,920		9,028
Allen Scott Pack, Jr.		16,668		6,598

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Option Exercises and Stock Vested in 2011

This table shows the value (before applicable state and federal income taxes) of our NEOs’ stock options which were exercised, or for stock awards that vested, during 2011.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise(1) ($)		Number of Shares/Units Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Kevin S. Crutchfield		6,790		312,340		89,925		4,724,816
Frank J. Wood		30,000		1,563,969		2,698		171,154
Kurt D. Kost		—		—		5,355		339,674
Paul H. Vining		—		—		—		—
Randy L. McMillion		—		—		29,519		1,655,548
Allen Scott Pack, Jr.		—		—		19,744		540,410

(1) The value realized upon exercise of an option is based on the difference between the market price per share of the underlying stock at exercise and the exercise price per share of the options.

(2) The value realized upon vesting of restricted stock, restricted stock unit, and 2008 performance share unit awards, with a performance period from January 1, 2008 through December 31, 2010 but vested and paid out on February 22, 2011, was determined by multiplying the number of shares of stock or units by the closing market price of our common stock on the vesting date.

Pension Benefits in 2011

The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including the tax-qualified defined benefit plan and the SERP, but excluding defined contribution plans.

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit*(2) ($)		Payments During Last Fiscal Year ($)
Kevin S. Crutchfield	Qualified		—		—		—
	SERP		—		—		—
Frank J. Wood	Qualified SERP(1)		31.583 1.417	$ $	1,127,122 839,249		—   —
Kurt D. Kost	Qualified SERP(1)		30.500 1.417	$ $	1,001,445 1,347,637		—   —
Paul H. Vining	Qualified		—		—		—
	SERP		—		—		—
Randy L. McMillion	Qualified		—		—		—
	SERP		—		—		—
Allen Scott Pack, Jr.	Qualified SERP(1)		17.831 1.417	$ $	600,302 367,955		—   —

* Estimates shown as of fiscal year-end (December 31, 2011).

(1) SERP benefits accrued prior to July 30, 2004 were cashed out prior to 2009 due to a previous change in control. SERP benefits accrued during the period August 1, 2004 through July 31, 2009 were cashed out in 2009 due to a subsequent change in control. SERP service represents the period after July 31, 2009.

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(2) The following assumptions and data were used in calculating the actuarial present value of accumulated benefits under the Qualified Salaried Plan and the SERP: (i) service and compensation through December 31, 2010; (ii) a discount rate of 4.46%; (iii) retirement at age 62; (iv) no pre-retirement mortality; (v) post-retirement mortality and interest based on the better of Code Section 417(e)(3) mortality with an interest rate equal to the discount rate and UP-84 Unisex mortality with 4.00% interest; and (vi) a lump sum election. Lump sum benefits are available, on a reduced basis, as early as age 55 if the participant has 10 or more years of service.

Additional Information Regarding Our Pension Benefits Table

Retirement Plan for Salaried Employees of Foundation Coal Corporation (the “Qualified Salaried Plan”)

The Qualified Salaried Plan was established by Legacy Foundation prior to the Foundation Merger to provide retirement benefits to eligible employees of the Company and certain subsidiaries and affiliates that elected to participate in the Qualified Salaried Plan. For purposes of this section, participating employers will be collectively referred to hereinafter as the “Company.” The Qualified Salaried Plan is a qualified defined benefit plan that provides for retirement benefits based on a participant’s years of service, compensation and social security benefits. Generally all salaried employees of the Company who are paid on the United States payroll and who were hired or transferred to an eligible status before January 1, 2009 are eligible to participate in the Qualified Salaried Plan. The Qualified Salaried Plan was frozen effective December 31, 2010 and no new or additional benefits will accrue for any participant after December 31, 2010 under any provision of the plan.

Normal Retirement Benefit.

A participant who retires on or after attaining age 65, or if later, the fifth anniversary of commencing participation in the Qualified Salaried Plan (“normal retirement age”), is eligible for a normal retirement benefit, which generally will commence on the first day of the following month. For employees retiring on or after January 1, 2009, the normal retirement benefit is a single life annuity payable monthly and is determined in accordance with the following formula: (i) 1.7% of the participant’s final average compensation (defined below) determined as of the December 31st prior to retirement (but no later than December 31, 2010), multiplied by the number of full and fractional years of benefit service determined as of the December 31st prior to retirement (but no later than December 31, 2010); plus (ii) 1.7% of the compensation paid for the plan year in which the participant retired (but determined no later than December 31, 2010); minus (iii) 1.1% of the participant’s social security offset (defined below) multiplied by the number of full and fractional years of benefit service determined as of the December 31st prior to retirement (but no later than December 31, 2010).

The term “final average compensation” means the average of compensation (defined below) over the five full consecutive calendar years during the last ten years of service (but determined no later than December 31, 2010) that yields the highest average.

The term “compensation” means the participant’s base salary, overtime, and certain bonuses paid during the year, up to the maximum annual compensation limit, which is established by the Internal Revenue Service ($245,000 for 2011, as adjusted periodically by the Internal Revenue Service to reflect cost-of-living increases).

A participant’s “social security offset” is determined by multiplying the participant’s highest average annual compensation for any consecutive 3-year period during the last ten years of employment (but determined no later than December 31, 2010) (up to a maximum of the covered compensation (defined below) amount) by 50% for participants born before 1938, 47% for participants born after 1937 and before 1955, and 44% for participants born after 1954.

The term “covered compensation” means an amount, which is annually adjusted (for periods prior to January 1, 2011), equal to the average of the annual maximum social security taxable wage bases for the 35-year

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period ending with the last day of the calendar year preceding the calendar year in which the participant attains (or will attain) his or her social security normal retirement age (i.e., age 65 if born before 1938, age 66 if born after 1937 but before 1955, age 67 if born after 1954). Covered compensation will not be adjusted to reflect any changes in the social security taxable wage bases that become effective after December 31, 2010.

Normal Retirement Benefit for Certain Former AMAX Inc. Employees.

The normal retirement benefit for a participant who was employed by AMAX Inc. on November 15, 1993, and became an employee of Cyprus Amax Minerals Company as a result of the merger of Cyprus Minerals Company and AMAX Inc. (“Former AMAX Employee”) is the greater of (1) the normal retirement benefit calculated under the terms of the Qualified Salaried Plan (as described above) taking into account all of the participant’s benefit service, including benefit service under the Retirement Plan for Salaried Employees of AMAX and its Subsidiaries (“AMAX Salaried Pension”), or (2) the normal retirement benefit under the AMAX Salaried Pension as of December 31, 1993; reduced by (a) the amount payable under the group annuity contract purchased in connection with the termination of the AMAX Retirement Plan for Salaried Employees in 1991 (“Terminated AMAX Plan Annuity”), and (b) the annual benefit which is the actuarial equivalent of the participant’s account balance under the AMAX Inc. Defined Contribution Pension Plan for Salaried Employees as of December 31, 1993.

The predecessor plan liability for the Former AMAX Employees’ accrued benefits under the AMAX Salaried Pension was transferred to an insurance carrier (Met Life) as of December 31, 1993. To the extent a participant’s accrued benefit is attributable to the normal retirement benefit under the AMAX Salaried Pension as of December 31, 1993, it remains subject to certain provisions of the AMAX Salaried Pension including, but not limited to, early retirement and optional forms of payment.

Messrs. Kost and Wood are Former AMAX Employees and their normal retirement benefit under the Qualified Salaried Plan is determined in accordance with the special provisions described above for Former AMAX Employees.

Late Retirement Benefit.

If a participant continues to work after attaining normal retirement age, the participant will be eligible for a late retirement benefit, which generally will commence on the first day of the month following actual retirement. The late retirement benefit is determined in the same manner as the normal retirement benefit, using all of the participant’s credited service and compensation earned as of the actual retirement date (but determined no later than December 31, 2010).

Early Retirement Benefit.

A participant, who retires on or after attaining early retirement age, but before attaining normal retirement age, is entitled to an early retirement benefit. A participant attains early retirement age on the later of the date on which the participant attains age 55 or completes ten years of vesting service. A participant’s early retirement benefit is determined by first calculating his or her normal retirement benefit based on the participant’s compensation and years of benefit service earned through the date of actual retirement (but determined no later than December 31, 2010). This amount is then reduced to reflect the participant’s age when benefit payments begin. A participant may elect to have the early retirement benefit begin on the first day of the month after retirement or may elect to delay the start of the early retirement benefit until any later month, but no later than the participant’s normal retirement age. If a participant elects to have the early retirement benefits begin before normal retirement age, the participant’s benefit will be reduced by 5% for each full year (or 0.4167% per month) prior to age 62 that the benefit payments begin.

Messrs. Wood and Kost are eligible for early retirement benefits under the Qualified Salaried Plan as of December 31, 2011.

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Vested Deferred Retirement Benefit.

If a participant terminates employment after completing five years of vesting service, but before meeting the eligibility requirements for any other plan benefits (e.g., early or normal retirement), the participant is eligible for a vested deferred retirement benefit. The vested deferred retirement benefit is determined in the same manner as the normal retirement benefit, but is based on the participant’s compensation, benefit service and benefit formula in effect at the time of the participant’s termination of employment (but determined no later than December 31, 2010). The vested deferred retirement benefit generally is payable at the participant’s normal retirement age. However, if a participant has completed at least ten years of vesting service at the time of his or her termination of employment, the participant may elect to have the payment of the vested deferred retirement benefit commence at any time after the participant attains age 55. If a participant makes this election, the participant’s payments will be actuarially reduced to reflect the longer period of time over which they will be made.

Disability Retirement Benefit.

A participant who terminates employment on account of a total disability may be eligible to receive a disability retirement benefit from the plan. A disability retirement benefit is determined based on the participant’s compensation and social security offset which is in effect on the first day of the month coincident with or following the month in which Company-sponsored long-term disability benefits (“LTD”) commence (but determined no later than December 31, 2010). For this purpose, benefit service will include periods during which LTD is being paid for any such periods before January 1, 2011. A participant’s disability retirement benefits generally will commence when the participant attains normal retirement age. However, if the participant has completed at least ten years of vesting service, the participant may elect to have disability retirement benefits commence as early as age 55. If a participant elects to have disability retirement benefits commence before age 62, the participant’s benefits will be reduced by 5% for each year prior to age 62 that benefit payments commence.

The term “total disability” means any total and permanent disability for which a participant is eligible for and receiving benefits under LTD. For this purpose, a total and permanent disability generally is defined as a physical or mental condition that renders a participant incapable of either continuing employment with the Company or engaging in any occupation or employment for remuneration and which is not the result of criminal activity.

Form of Benefit Payments.

Unless a participant elects an optional form of payment, a participant’s benefit under the Qualified Salaried Plan will be paid in the form of a single life annuity if the participant is not married when payments commence, or in the form of an actuarially equivalent 50% joint and survivor annuity (with the participant’s spouse as the joint annuitant) if the participant is married when payments commence. Alternatively, a participant (with spousal consent, if applicable) can elect to receive his or her benefit under one of the following actuarially equivalent optional forms or payment: (i) single life annuity, (ii) 75% joint and survivor annuity, (iii) 100% joint and survivor annuity, and (iv) single lump sum payment.

Supplemental Executive Retirement Plan (SERP).

The SERP is a nonqualified, unfunded deferred compensation plan established by Legacy Foundation prior to the Foundation Merger. It is maintained for the benefit of eligible employees under the Qualified Salaried Plan, whose compensation and benefits exceed the limits imposed by sections 401(a)(17) and/or 415 of the Code. The purpose of the SERP is to assist the Company in retaining and attracting key executives and select employees by providing retirement benefits that are not restricted by the artificial limits imposed by the Code. In connection with the freezing of the Qualified Salaried Plan, the SERP was also frozen effective December 31, 2010 and no new or additional benefits will accrue for any participant after December 31, 2010 under any provision of the SERP.

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The supplemental benefit provided under the SERP is determined under the following formula: (i) the participant’s vested benefit that would have been payable under the Qualified Salaried Plan (a) had the limitations of Code sections 415 and 401(a)(17) not been applied, and (b) had any compensation, included in the year of deferral, which is deferred under any deferred compensation plan sponsored by the Company been included in the participant’s compensation for purposes of the Qualified Salaried Plan; minus (ii) the participant’s vested benefit payable under the Qualified Salaried Plan, minus (iii) the participant’s supplemental benefit under the RAG American Coal Supplemental Executive Retirement Plan, if any; and minus (iv) any supplemental benefit previously paid from the SERP.

A participant’s supplemental benefit under the SERP generally is paid in an actuarial equivalent (using the actuarial assumptions specified in the Qualified Salaried Plan) single lump sum payment on the later of: (1) the six month anniversary of the date following the participant’s separation from service with the Company, or (2) the date the participant is first eligible for either early retirement or normal retirement benefits under the Qualified Salaried Plan. In the event of a change in control (as specifically defined in the SERP), a participant may be entitled to a change in control supplemental benefit equal to the actuarial equivalent of the participant’s supplemental benefit amount, if any, determined as though the participant experienced a separation from service on the date the change in control is deemed to have occurred. Any change in control supplemental benefit would be paid in a single lump sum payment within 90 days after the date the change in control occurs.

Messrs. Wood and Kost participate in the SERP. Messrs. Wood and Kost received supplemental benefits under the SERP in connection with the Foundation Merger, which the committee administering the SERP determined constituted a change in control under the terms of the SERP.

Nonqualified Deferred Compensation in 2011

The following table sets forth information concerning each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Name	Executive Contributions in Last Fiscal Year(1) ($)		Registrant Contributions in Last Fiscal Year(2) ($)		Aggregate Earnings in Last Fiscal Year(3) ($)			Aggregate Withdrawals/ Distributions(4) ($)		Aggregate Balance at Last Fiscal Year End(5) ($)
Kevin S. Crutchfield		102,964		207,640		(4,792	)		—		686,311
Frank J. Wood		89,952		65,409		(887	)		—		810,138
Kurt D. Kost		57,237		114,818		10,118			3,969		1,457,231
Paul H. Vining		3,231		7,635		41			—		10,906
Randy L. McMillion		27,468		58,485		(829	)		—		209,146
Allen Scott Pack, Jr.		26,949		57,427		(1,232	)		—		577,139

(1) The amount in this column reflects the amount contributed by the NEOs into their accounts under the ANR DC Plan.

(2) Our 2011 contributions under the ANR DC Plan are also included in the “All Other Compensation” column of the Summary Compensation Table for each NEO.

(3) Earnings and losses (including interest, dividends, market appreciation or depreciation) are based on deemed investment options selected by the participant. Since these earnings are not “above market” or preferential, the earnings are not reported in the Summary Compensation Table.

(4) The Foundation Merger was deemed a “change in control” under the FC DC Plan (as defined below). In connection therewith, Mr. Kost accrued a right to a “change in control” in-service distribution as of the Foundation Merger and, beginning in January 2010, began receiving substantially equal annual distributions that will end in January 2014.

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(5) This column includes our contributions to our NEOs’ respective accounts, which are also included in the 2011, 2010 and 2009 rows, as applicable, of the “All Other Compensation” column of the Summary Compensation Table. This column for Messrs. Wood, Kost and Pack includes the value of their respective vested restricted stock units on the date of the Foundation Merger in the amounts of $569,588, $1,069,060 and $418,610, respectively (which are also included in the 2009 rows of the “Stock Awards” column of the Summary Compensation Table in the case of Messrs. Wood and Kost), less applicable taxes withheld of $13,957, $27,914 and $11,092, respectively. This column for Messrs. Wood, Kost and Pack also includes the value of their respective vested cash units on the date of the Foundation Merger in the amounts of $102,542, $192,383 and $75,386, respectively (which are also included in their 2009 rows of the “All Other Compensation” column of the Summary Compensation Table in the case of Messrs. Wood and Kost), less applicable taxes withheld of $2,509, $5,034 and $2,005, respectively.

Additional Information Regarding Our Nonqualified Deferred Compensation Plan Table

Alpha Natural Resources, Inc. and its Subsidiaries Deferred Compensation Plan.

The Foundation Coal Deferred Compensation Plan (“FC DC Plan”) was frozen effective December 31, 2010 and merged with and into the ANR DC Plan. The benefits that accrued, but were not paid, under the FC DC Plan as of December 31, 2010, are benefits payable under the ANR DC Plan as of January 1, 2011. In addition, certain changes to the ANR DC Plan became effective on January 1, 2011, in order to consolidate the nonqualified deferred compensation arrangements and provide a single benefit structure for all eligible participants.

The ANR DC Plan is a nonqualified, unfunded deferred compensation plan maintained by the Company for the purpose of providing retirement benefits to a select group of management and highly compensated employees of the Company and any participating affiliates through a combination of deemed employer and employee deferrals. Only those employees who are specifically designated by the compensation committee (or its designee) are eligible to participate.

Under the ANR DC Plan:

• Participants may defer up to the following amounts:

— 35% of their base salary

— 100% of their “annual bonus,” which means the annual cash bonus a participant earns for a particular calendar year under the AIB (or any successor plan thereto)

— 35% of other eligible compensation

• The Company will make an annual contribution equal to 5% of an NEO’s total annual compensation for the prior year in excess of the compensation limits established by the Internal Revenue Service relating to tax-qualified pension or profit sharing plans.

• The Company will make an additional contribution of 100% of the amount of eligible compensation deferred by the participant in the prior calendar year, not to exceed 4% of total annual compensation for the preceding calendar year, in excess of the compensation limits for the year, plus any discretionary contributions as determined by the compensation committee.

• Generally, any Company contributions will become a vested benefit following three years of service.

The benefit provided under the ANR DC Plan equals the deferrals and supplemental retirement contributions credited to the participant’s account under the plan, if any, as adjusted for deemed earnings and losses. The deemed earnings and losses equal the earnings and losses (including, without limitation, interest, dividends, market appreciation or depreciation) that would have accrued if the participant’s account had been invested in the investment options designated by the participant from among the deemed investment options available under the plan.

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The balance in a participant’s account becomes distributable upon the six month anniversary of a participant’s separation from service. At the time of the participant’s initial deferral election under the ANR DC Plan, the participant can irrevocably elect to receive the distribution of his or her account in the form of either a single payment or approximately equal annual installments over a ten-year period (or 15-year period for the portion of his or her account attributable to employer contributions).

Notwithstanding the foregoing, with respect to the portion of a participant’s account that is attributable to the FC DC Plan, the balance of such portion becomes distributable upon the participant’s separation from service or, if earlier, a change in control. Such portion generally is distributed (or begins to be distributed) within 30 days following the first business day of the calendar year immediately following the calendar year in which the applicable distribution event occurs. At the time of the participant’s initial deferral election under the FC DC Plan, the participant irrevocably elected to receive the distribution of such portion in the form of either a single payment or approximately equal annual installments over a five-year period.

Messrs. Wood and Kost were eligible to participate and Mr. Kost had an account balance under the FC DC Plan. Mr. Kost began receiving a change in control distribution under the FC DC Plan on January 21, 2010 in connection with the Foundation Merger, which the committee administering the FC DC Plan determined constituted a “change in control” under the terms of the FC DC Plan. The change in control distribution is in the form of five substantially equal annual distributions in January of each applicable year.

Potential Payments Upon Termination or Change in Control

The following tables set forth information concerning the change in control and severance payments to be made to each of our NEOs in connection with a change in control or termination of employment, presuming a termination or change in control date of December 31, 2011 and a valuation of our common stock based on its closing market price on December 30, 2011 of $20.43 per share. The analysis below assumes that each executive will take all action necessary or appropriate for such executive to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described below. Additional descriptions of the terms of our agreements, plans and arrangements with our NEOs are set forth in “— Compensation Discussion and Analysis” and “— Additional Information Regarding Our Summary Compensation Table and Grants of Plan-Based Awards Table.”

The payments and benefits detailed in the tables below are in addition to any payments and benefits under our plans or arrangements which are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each NEO, including those set forth in the Pension Benefits Table and Nonqualified Deferred Compensation Table, and any stock options vested as of December 31, 2011 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End 2011 Table).

The definitions of terms used in the agreements, plans and arrangements described below are set forth in “Definitions” under “— Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control.”

Kevin S. Crutchfield, Chief Executive Officer, and Kurt D. Kost, President

The Crutchfield Employment Agreement and Kost Employment Agreement (together, the “Employment Agreements”) provide that, in the event of a change in control, Messrs. Crutchfield and Kost will each receive a lump-sum cash payment equal to each of their pro-rata target bonus for the year in which the change in control occurs, which is based on the portion of the year that such officer was employed by the Company prior to the change in control.

Under the Employment Agreements, if either Messrs. Crutchfield or Kost retires, elects not to renew the term of his respective agreement or voluntarily terminates (other than for good reason), or is terminated by the

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Company for employer cause, he will be entitled, subject to his execution of a release, to the following: (i) any accrued amounts owing to him; (ii) in the case of Mr. Crutchfield, vested amounts under the ANR DC Plan; (iii) if applicable, retiree medical benefits under the Company’s retiree medical benefit plan; and (iv) such other amounts as determined by the compensation committee or board. Additionally, if Mr. Crutchfield resigns and the Company elects to impose the non-competition and non-solicitation covenants of his agreement upon him, the Company must pay him two and one-half times his base salary and target bonus for that year.

If either Messrs. Crutchfield’s or Kost’s employment terminates due to permanent disability or death, he (or his estate) will be entitled to the following: (i) any accrued amounts owing to him; (ii) in the case of Mr. Crutchfield, vested amounts under the ANR DC Plan; (iii) a pro-rata share of any individual annual cash bonuses or individual annual cash incentive compensation, based on target levels set for such bonuses and the portion of the year in which he was employed by the Company, and (iv) if applicable, retiree medical benefits under the Company’s retiree medical benefit plan.

If either Messrs. Crutchfield or Kost resigns for good reason or the Company terminates his employment without employer cause (including not renewing the term of his respective Employment Agreement), he will be entitled, subject to his execution of a release, to the following: (i) two times his base salary and target bonus; (ii) a lump sum payment of his pro-rata share of any individual annual cash bonuses or individual annual cash incentive compensation based on the portion of the year in which he was employed by the Company; provided, that such payment will continue to be subject to the attainment of performance goals as specified in the applicable plan; (iii) any accrued amounts owing to him and, in the case of Mr. Crutchfield, any vested amounts under the ANR DC Plan; and (iv) certain medical, life and welfare benefits until the earlier to occur of: (x) his reaching the age of 65, (y) his obtaining substantially similar benefits from another employer, or (z) the expiration of the COBRA continuation period (generally 18 months).

If either Messrs. Crutchfield’s or Kost’s employment is terminated during the 90 days prior to, or on or within one year after, a change in control by him for good reason or by the Company other than for (x) employer cause, (y) death or (z) permanent disability, he will be entitled, subject to his execution of a release, to the following: (i) a lump sum payment equal to a multiple of his base salary and target bonus (three times, in the case of Mr. Crutchfield, and two and one-half times, in the case of Mr. Kost); (ii) a lump sum payment of his pro-rata share of any individual annual cash bonuses or individual annual cash incentive compensation, based on target levels set for such bonuses and the portion of the year in which he was employed by the Company; (iii) any accrued amounts owing to him and, in the case of Mr. Crutchfield, any vested amounts under the ANR DC Plan; (iv) certain medical, life and other welfare benefits until the earlier to occur of: (x) his reaching the age of 65, (y) his obtaining substantially similar benefits from another employer, or (z) the expiration of the COBRA continuation period (generally 18 months); (v) if applicable, a cash payment equal to the difference between the present value of any accrued pension benefits under the Company’s pension plans and the present value of the accrued pension benefits to which he would have been entitled to under the pension plans if he had continued participation in those plans for the 24-month period after the effective date of his termination; and (vi) a cash payment of $15,000 to cover outplacement assistance services.

In addition, in the event either Messrs. Crutchfield’s or Kost’s employment is terminated by the Company without cause, due to death or permanent disability, by him for good reason, or involuntarily in connection with a change in control, any unvested portion of equity awards granted to him by the Company will vest in full (with certain exceptions) and, in the case of stock options, such options will remain exercisable until the earlier to occur of the expiration of the applicable option term or the two-year anniversary of his employment termination date; provided, however, that the payment of performance-based awards will continue to be subject to the attainment of performance goals.

In the event that any payments or distributions to Messrs. Crutchfield or Kost would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the agreements obligate the Company (subject to certain exceptions) to pay each of them an additional tax gross-up payment such that the net amount

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retained by him, after deduction of any excise tax imposed under Section 4999 of the Code and any taxes imposed upon the gross-up payment itself, is equal to the amount that would have been payable or distributable to him if such payments or distributions did not constitute excess parachute payments.

Under the terms of the Employment Agreements, Messrs. Crutchfield and Kost have also agreed to certain confidentiality, non-competition and non-solicitation obligations. These provisions essentially provide that (i) during the term of their respective employment and thereafter, each of Messrs. Crutchfield and Kost must keep all non-public business information, including information relating to the business, financial condition and strategic options, and trade secrets regarding Alpha, and our affiliates and subsidiaries, confidential and (ii) for a period of one year following his employment by us, neither Messrs. Crutchfield nor Kost will (A) engage in any line of business, property or project which is, directly or indirectly, competitive with any business that we or our affiliates or subsidiaries engage in or is planning to engage in during the term of employment, whether as an associate, officer, principal, manager, member, advisor, agent, partner, director, stockholder, employee or consultant, or otherwise, within the territory designated in the agreement, (B) solicit or induce any employee to interfere with our business or operations or to leave us or any of our affiliates or subsidiaries, (C) influence or attempt to influence our customers, distributors or suppliers to divert their business from us or any of our affiliates or subsidiaries or (D) acquire or attempt to acquire any business in the designated territory to which we or any of our affiliates or subsidiaries, prior to the termination of the term of employment, has made an acquisition proposal relating to the possible acquisition of such business, or has planned, discussed or contemplated making such an acquisition proposal.

Kevin S. Crutchfield

	Retirement ($)			Voluntary Termination(1) and Termination for Cause ($)		Termination without Cause or for Good Reason ($)			Termination in Connection with a Change on Control(2) ($)			Death ($)			Disability ($)
Compensation
Cash Severance		—			—		4,840,000			7,260,000			—			—
Pro-Rata Bonus		—			—		528,000	(3)		1,320,000			1,320,000			1,320,000
CIC Bonus Payment		—			—		—			1,320,000			—			—
Long Term Incentives
Restricted Stock — Unvested & Accelerated		—	(4)		—		1,868,436	(5)		1,966,776	(5)		1,868,436			1,868,436
Restricted Stock Units — Unvested & Accelerated		—			—		2,169,501	(6)		2,239,312	(6)		2,169,501			2,169,501
Performance Share Units — Unvested & Accelerated		—	(7)		—		2,841,650	(8)		2,841,650	(8)		2,841,650	(8)		2,841,650	(8)
Benefits and Perquisites
Health & Dental Insurance(9)		—			—		31,604			31,604			—			—
Supplemental Disability		—			—		—			—			—			1,260,000	(10)
Life Insurance		—			—		7,366	(11)		7,366	(11)		—			—
Outplacement		—			—		—			15,000			—			—
280G Tax Gross Up(12)		—			—		—			4,684,554			—			—
Total		—			—		12,286,557			21,686,262			8,199,587			9,459,587

(1) If Mr. Crutchfield had voluntarily resigned on December 31, 2011, we would have had the option, in the Company’s discretion, to exercise our rights under his Employment Agreement to subject him to the non-solicitation and non-competition provisions set forth therein. This table assumes that the Company would not exercise that option. If, however, we had determined to do so on December 31, 2011, we would have been required to pay Mr. Crutchfield $6,050,000 in accordance with the terms of his agreement.

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(2) Additionally, upon a change in control, Mr. Crutchfield would receive certain payments regardless of employment termination, which payments consist of (i) vesting of restricted stock (excluding retention restricted stock), vesting of restricted stock units (excluding retention restricted stock units) granted prior to January 1, 2010 and vesting of performance share unit awards granted prior to January 1, 2010 (at a target performance level) and (ii) a pro-rata change in control bonus for the year in which the change in control occurs, which is based on the portion of the year that he was employed by Alpha prior to the change in control. The amounts are reflected in this column.

(3) Discretionary bonus awarded for Alpha’s exemplary safety performance in 2011.

(4) The restricted stock award agreements provide that the compensation committee shall determine, in its discretion, that an employee’s termination of employment is a retirement, such that the unvested portion of restricted stock awards held by such person will accelerate and vest. We believe it is unlikely that the compensation committee would have determined that Mr. Crutchfield, who is under the age of 55, would be deemed retired if he terminated employment with Alpha on December 31, 2011.

(5) If Mr. Crutchfield’s employment is terminated for good reason (whether or not such termination occurred in connection with a change in control), his retention restricted stock would be forfeited and he would not be entitled to such amount under these scenarios.

(6) If Mr. Crutchfield’s employment is terminated for good reason (whether or not such termination occurred in connection with a change in control), his retention restricted stock units would be forfeited and he would not be entitled to such amount under these scenarios.

(7) The performance share unit agreements applicable to awards granted prior to January 1, 2010 provide that an employee’s termination of employment will be deemed a retirement based upon the employment or retirement policies then in effect or under circumstances approved by the compensation committee. We believe it is unlikely that the compensation committee would have determined that Mr. Crutchfield, who is under the age of 55, would be deemed retired if he terminated employment with Alpha on December 31, 2011.

(8) The amounts reflect an assumption that performance was achieved at the target award level.

(9) “Health & Dental” benefit expense reflects cumulative COBRA costs for the applicable continuation period based on 2012 COBRA rates which are adjusted for expected increases in 2012. For 2013, the adjustment for the expected increase is 8% for medical/vision and 5% for dental.

(10) This amount represents the expected cumulative monthly benefit payments (to be paid by the issuing insurance company), for the maximum duration under the terms of the policy. The maximum duration is based on the age of the insured as of the date of disability, such that Mr. Crutchfield would be entitled to receive benefits until age 65 (should he remain disabled until such age).

(11) Life insurance expense represents the sum of monthly premiums to be paid by the Company.

(12) This calculation is an estimate for proxy disclosure purposes only. Payments on an actual change in control may differ based on factors such as transaction price, timing of employment termination and payments, changes in compensation, and reasonable compensation analyses. Assumptions used in the proxy statement include: (i) highest marginal federal income tax, Virginia state income tax and FICA tax rates of 35%, 5.75% and 1.45%, respectively; (ii) restricted stock and restricted stock units are assumed to be fully vested and are valued at the stock price on the date of termination, the parachute portion is determined in accordance with Treasury Regulation Section 1.280G -1,Q/A-24(c); (iii) performance share units for the 2009-2011, 2010-2012 and 2011-2013 performance cycles are assumed to be fully vested at target levels, are valued at the stock price on the date of termination and are considered 100% parachute (we did not take the position that any part of performance-based equity was reasonable compensation for services prior to the change in control); (iv) present values were determined using 120% of the following December semi-annual applicable federal rates — (a) short — 0.24% for payments made less than three years from the date of termination; (b) medium — 1.52% for payments made between three years and nine years from the date of termination; and/or (c) long — 3.34% for payments made after nine years from the date of termination; and (v) no value was attributed to the non-competition covenant.

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Kurt D. Kost

	Retirement ($)			Voluntary Termination and Termination for Cause ($)		Termination without Cause or for Good Reason ($)			Termination in Connection with a Change on Control(1) ($)			Death ($)			Disability ($)
Compensation
Cash Severance		—			—		2,565,000			3,206,250			—			—
Pro-Rata Bonus		—			—		243,000	(2)		607,500			607,500			607,500
CIC Bonus Payment		—			—		—			607,500			—			—
Long Term Incentives
Restricted Stock Units — Unvested & Accelerated		215,649			—		1,136,398	(3)		1,326,070	(3)		1,136,398			1,136,398
Performance Share Units —Unvested & Accelerated		425,954	(4)		—		869,256	(4)		869,256	(4)		869,256	(4)		869,256	(4)
Benefits and Perquisites
Health & Dental Insurance(5)		—			—		31,604			31,604			—			—
Supplemental Disability		—			—		—			—			—			840,000	(6)
Life Insurance		—			—		4,520	(7)		4,520	(7)		—			—
Outplacement		—			—		—			15,000			—			—
280G Tax Gross Up(8)		—			—		—			1,731,152			—			—
Total		641,603			—		4,849,778			8,398,852			2,613,154			3,453,154

(1) Additionally, upon a change in control, Mr. Kost would receive a pro-rata change in control bonus for the year in which the change in control occurs, which is based on the portion of the year that he was employed by us prior to the change in control. The amount is reflected in this column.

(2) Discretionary bonus awarded for Alpha’s exemplary safety performance in 2011.

(3) If Mr. Kost’s employment is terminated for good reason (whether or not such termination occurred in connection with a change in control), his retention restricted stock units would be forfeited and he would not be entitled to such amount under these scenarios.

(4) The amounts reflect an assumption that performance was achieved at the target award level.

(5) “Health & Dental” benefit expense reflects cumulative COBRA costs for the applicable continuation period based on 2012 COBRA rates which are adjusted for expected increases in 2013. For 2013, the adjustment for the expected increase is 8% for medical/vision and 5% for dental.

(6) This amount represents the expected cumulative monthly benefit payments (to be paid by the issuing insurance company), for the maximum duration under the terms of the policy. The maximum duration is based on the age of the insured as of the date of disability, such that Mr. Kost would be entitled to receive benefits until age 65 (should he remain disabled until such age).

(7) Life insurance expense represents the sum of monthly premiums to be paid by the Company.

(8) This calculation is an estimate for proxy disclosure purposes only. Payments on an actual change in control may differ based on factors such as transaction price, timing of employment termination and payments, changes in compensation, and reasonable compensation analyses. Assumptions used in the proxy statement include: (i) highest marginal federal income tax, Virginia state income tax and FICA tax rates of 35%, 5.75% and 1.45%, respectively; (ii) restricted stock units are assumed to be fully vested and are valued at the stock price on the date of termination, the parachute portion is determined in accordance with Treasury Regulation Section 1.280G -1,Q/A-24(c); (iii) performance share units for the 2010-2012 and 2011-2013 performance cycles are assumed to be fully vested at target levels, are valued at the stock price on the date of termination and are considered 100% parachute (we did not take the position that any part of performance-based equity was reasonable compensation for services prior to the change in control); (iv) present values were

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determined using 120% of the following December semi-annual applicable federal rates — (a) short — 0.24% for payments made less than three years from the date of termination; (b) medium — 1.52% for payments made between three years and nine years from the date of termination; and/or (c) long — 3.34% for payments made after nine years from the date of termination; and (v) no value was attributed to the non-competition covenant.

Messrs. Wood, Vining and McMillion

Messrs. Wood, Vining and McMillion are each participants in the Separation Plan.

The Separation Plan provides that in the event of a change in control, participants will be entitled to receive a lump-sum cash payment equal to such participant’s pro-rata target annual bonus for the year in which the change in control occurs. Contingent upon the participant’s execution of a general release, non-disparagement and non-competition agreement, in the event a participant’s employment is terminated by us without cause or by a participant for good reason prior to the 90 days preceding a change in control, the participant will be entitled to receive the following: (i) his or her base salary and target bonus multiplied by the applicable benefit factor (in the case of each of Messrs. Wood, Vining and McMillion, such factor is one and one-half); (ii) a pro-rata share of any individual annual cash bonuses or individual annual cash incentive compensation, based on the portion of the year in which such participant was employed by us; provided, however, that the payments will continue to be subject to the attainment of the applicable performance goals, (iii) any accrued base salary and other amounts accrued and/or owing to such participant; (iv) certain health and life benefits until the earlier to occur of: (x) such participant reaching the age of 65, (y) such participant obtaining substantially similar benefits from another employer, or (z) the expiration of the COBRA continuation period; (v) a cash payment equal to the difference between the present value of any accrued pension benefits under our pension plans and the present value of the accrued pension benefits to which such participant would have been entitled to under the pension plans if he had continued participation in those plans for the applicable service period (in the case of each of Messrs. Wood, Vining and McMillion, such period is 18 months) after the employment termination date; and (vi) a cash payment of $15,000 to cover outplacement assistance services and other expenses associated with seeking another position.

All of the above payments are generally required to be made, in lump sum, no later than 60 days after the employment termination date.

Contingent upon the participant’s execution of a general release, non-disparagement and non-competition agreement, in the event the participant’s employment is terminated by us without cause or by the participant for good reason during the 90 days prior to, or on or within one year after a change in control, the participant will be entitled to receive the following: (i) his base salary and target bonus multiplied by the applicable benefit factor (in the case of Messrs. Wood, Vining and McMillion, such factor is two); (ii) a pro-rata share of any individual annual cash bonuses or individual annual cash incentive compensation, based on target levels set for such bonuses and the portion of the year in which such participant was employed by us; (iii) any accrued base salary and other amounts accrued and/or owing to such participant; (iv) certain health and life benefits until the earliest to occur of: (x) such participant reaching the age of 65, (y) such participant obtaining substantially similar benefits from another employer, or (z) the expiration of the COBRA continuation period; (v) a cash payment equal to the difference between the present value of any accrued pension benefits under our pension plans and the present value of the accrued pension benefits to which such participant would have been entitled under the pension plans if he had continued participation in those plans for the applicable service period (in the case of each of Messrs. Wood, Vining and McMillion, such period is 24 months) after the employment termination date; and (vi) a cash payment of $15,000 to cover outplacement assistance services and other expenses associated with seeking another position.

All of the above payments are generally required to be made, in lump sum, no later than 60 days after the employment termination date.

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The Separation Plan also provides that in the event of a termination of a participant’s employment with us under the circumstances described above, any unvested portion of equity awards granted to any participant by us, after the effective date of the plan, will vest in full (with certain exceptions) and, in the case of stock options, such options will remain exercisable until the earlier to occur of the expiration of the applicable option term or the one year anniversary of the employment termination date; provided, however, that the payment of performance-based awards will continue to be subject to the attainment of performance goals.

Under the terms of the Separation Plan, Messrs. Wood, Vining and McMillion and other participants must agree, prior to their receipt of any payments or benefits thereunder, to execute a general release, non-disparagement and non-competition agreement. These provisions essentially provide that: (i) each of Messrs. Wood, Vining and McMillion will keep all non-public business information, including information relating to the business, financial condition and strategic options, and trade secrets regarding Alpha, our affiliates and subsidiaries, confidential and (ii) for a period of one year following his employment by us, Messrs. Wood, Vining and McMillion will not (A) engage in any line of business, property or project which is, directly or indirectly, competitive with any business that we or our affiliates or subsidiaries engage in or is planning to engage in during the term of employment, whether as an associate, officer, principal, manager, member, advisor, agent, partner, director, material stockholder, employee or consultant, or otherwise, within the contiguous United States, (B) solicit or induce any employee to interfere with our business or operations or to leave us or any of our affiliates or subsidiaries, (C) influence or attempt to influence our customers, distributors or suppliers to divert their business from us or any of our affiliates or subsidiaries or (D) acquire or attempt to acquire any business in the contiguous United States to which we or any of our affiliates or subsidiaries, prior to the termination of the term of employment, have made an acquisition proposal relating to the possible acquisition of such business, or have planned, discussed or contemplated making such an acquisition proposal.

Frank J. Wood

	Retirement ($)			Voluntary Termination and Termination for Cause ($)		Termination without Cause or for Good Reason ($)			Termination in Connection with a Change on Control(1) ($)			Death ($)			Disability ($)
Compensation
Cash Severance		—			—		1,260,000			1,680,000			—			—
Pro-Rata Bonus		—			—		144,000	(2)		360,000			—			—
CIC Bonus Payment		—			—		—			360,000			—			—
Long Term Incentives
Restricted Stock Units — Unvested & Accelerated		108,664			—		707,661	(3)		841,941	(3)		578,642			578,642
Performance Share Units — Unvested & Accelerated		214,807	(4)		—		437,651	(4)		437,651	(4)		214,807	(4)		214,807	(4)
Benefits and Perquisites
Health & Dental Insurance(5)		—			—		10,898			10,898			—			—
Supplemental Disability		—			—		—			—			—			525,000	(6)
Life Insurance		—			—		3,214	(7)		3,214	(7)		—			—
Outplacement		—			—		15,000			15,000			—			—
280G-Related Scale-Back		—			—		—			—			—			—
Total		323,471			—		2,578,424			3,708,704			793,449			1,318,449

(1) Additionally, upon a change in control, Mr. Wood would receive a pro-rata change in control bonus for the year in which the change in control occurs, which is based on the portion of the year that he was employed by us prior to the change in control. The amount is reflected in this column.

(2) Discretionary bonus awarded for Alpha’s exemplary safety performance in 2011.

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(3) If Mr. Wood’s employment is terminated for good reason (whether or not such termination occurred in connection with a change in control), his retention restricted stock units would be forfeited and he would not be entitled to such amount under these scenarios.

(4) The amounts reflect an assumption that performance was achieved at the target award level.

(5) “Health & Dental” benefit expense reflects cumulative COBRA costs for the applicable continuation period based on 2012 COBRA rates which are adjusted for expected increases in 2013. For 2013, the adjustment for the expected increase is 8% for medical/vision and 5% for dental.

(6) This amount represents the expected cumulative monthly benefit payments (to be paid by the issuing insurance company), for the maximum duration under the terms of the policy. The maximum duration is based on the age of the insured as of the date of disability, such that Mr. Wood would be entitled to receive benefits until age 65 (should he remain disabled until such age).

(7) Life insurance expense represents the sum of monthly premiums to be paid by the Company.

Paul H. Vining

	Retirement ($)		Voluntary Termination and Termination for Cause ($)		Termination without Cause or for Good Reason ($)			Termination in Connection with a Change on Control(1) ($)			Death ($)			Disability ($)
Compensation
Cash Severance		—		—		1,417,500			1,890,000			—			—
Pro-Rata Bonus		—		—		168,000	(2)		420,000			—			—
CIC Bonus Payment		—		—		—			420,000			—			—
Long Term Incentives
Restricted Stock Units — Unvested & Accelerated		—		—		398,977			398,977			77,579			77,579
Performance Share Units — Unvested & Accelerated		—		—		283,262	(3)		283,262	(3)		86,552	(3)		86,552	(3)
Benefits and Perquisites
Health & Dental Insurance(4)		—		—		29,062			29,062			—			—
Supplemental Disability		—		—		—			—			—			592,500	(5)
Life Insurance		—		—		2,632	(6)		2,632	(6)		—			—
Outplacement		—		—		15,000			15,000			—			—
280G-Related Scale-Back		—		—		—			—			—			—
Total		—		—		2,314,433			3,458,933			164,131			756,631

(1) Additionally, upon a change in control, Mr. Vining would receive, regardless of employment termination, a pro-rata change in control bonus for the year in which the change in control occurs, which is based on the portion of the year that he was employed by Alpha prior to the change in control. This amount is reflected in this column.

(2) Discretionary bonus awarded for Alpha’s exemplary safety performance in 2011.

(3) The amounts reflect an assumption that performance was achieved at the target award level.

(4) “Health & Dental” benefit expense reflects cumulative COBRA costs for the applicable continuation period based on 2012 COBRA rates which are adjusted for expected increases in 2013. For 2013, the adjustment for the expected increase is 8.0% for medical/vision, and 5% for dental.

(5) This amount represents the expected cumulative monthly benefit payments (to be paid by the issuing insurance company), for the maximum duration under the terms of the policy. The maximum duration is based on the age of the insured as of the date of disability, such that Mr. Vining would be entitled to receive benefits until age 65 (should he remain disabled until such age).

(6) Life insurance expense represents the sum of monthly premiums to be paid by the Company.

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Randy L. McMillion

	Retirement ($)			Voluntary Termination and Termination for Cause ($)		Termination without Cause or for Good Reason ($)			Termination in Connection with a Change on Control(1) ($)			Death ($)			Disability ($)
Compensation
Cash Severance		—			—		1,030,838			1,374,450			—			—
Pro-Rata Bonus		—			—		117,810	(2)		294,525			—			—
CIC Bonus Payment		—			—		—			294,525			—			—
Long Term Incentives
Restricted Stock — Unvested & Accelerated		98,330	(3)		—		969,055	(4)		1,020,274	(4)		969,055			969,055
Restricted Stock Units —Unvested & Accelerated		145,233			—		326,361	(5)		332,825	(5)		203,414			203,414
Performance Share Units — Unvested & Accelerated		648,453	(6)		—		861,084	(7)		861,084	(7)		636,161	(7)		636,161	(7)
Benefits and Perquisites
Health & Dental Insurance(8)		—			—		29,062			29,062			—			—
Supplemental Disability		—			—		—			—			—			900,000	(9)
Life Insurance		—			—		2,632	(10)		2,632	(10)		—			—
Outplacement		—			—		15,000			15,000			—			—
280G-Related Scale-Back		—			—		—			—			—			—
Total		892,016			—		3,351,842			4,224,377			1,808,630			2,708,630

(1) Additionally, upon a change in control, Mr. McMillion would receive certain payments regardless of employment termination, which payments consist of (i) vesting of restricted stock (excluding retention restricted stock), vesting of restricted stock units (excluding retention restricted stock units) granted prior to January 1, 2010 and vesting of performance share unit awards granted prior to January 1, 2010 (at a target performance level) and (ii) a pro-rata change in control bonus for the year in which the change in control occurs, which is based on the portion of the year that he was employed by Alpha prior to the change in control. The amounts are reflected in this column.

(2) Discretionary bonus awarded for Alpha’s exemplary safety performance in 2011.

(3) The restricted stock award agreements provide that the compensation committee shall determine, in its discretion, that an employee’s termination of employment is a retirement, such that the unvested portion of restricted stock awards held by such person will accelerate and vest. We assumed that the compensation committee would deem Mr. McMillion retired if he terminated employment with Alpha on December 31, 2011.

(4) If Mr. McMillion’s employment is terminated for good reason (whether or not such termination occurred in connection with a change in control), his retention restricted stock would be forfeited and he would not be entitled to such amount under these scenarios.

(5) If Mr. McMillion’s employment is terminated for good reason (whether or not such termination occurred in connection with a change in control), his retention restricted stock units would be forfeited and he would not be entitled to such amount under these scenarios.

(6) The performance share unit agreements applicable to awards granted prior to January 1, 2010 provide that an employee’s termination of employment will be deemed a retirement based upon the employment or retirement policies then in effect or under circumstances approved by the compensation committee. We assumed that the compensation committee would deem Mr. McMillion retired if he terminated employment with Alpha on December 31, 2011.

(7) The amounts reflect an assumption that performance was achieved at the target award level.

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(8) “Health & Dental” benefit expense reflects cumulative COBRA costs for the applicable continuation period based on 2012 COBRA rates which are adjusted for expected increases in 2013. For 2013, the adjustment for the expected increase is 8.0% for medical/vision and 5% for dental.

(9) This amount represents the expected cumulative monthly benefit payments (to be paid by the issuing insurance company), for the maximum duration under the terms of the policy. The maximum duration is based on the age of the insured as of the date of disability, such that Mr. McMillion would be entitled to receive benefits until age 65 (should he remain disabled until such age).

(10) Life insurance expense represents the sum of monthly premiums to be paid by the Company.

Allen Scott Pack, Jr.

As described in “— Compensation Discussion and Analysis,” Mr. Pack’s employment was terminated without cause as provided under the Separation Plan on December 1, 2011. As a result, Mr. Pack received (i) cash severance in the amount of approximately $1,116,719, (ii) vested in his 2011 AIB award, subject to attainment of 2011 performance goals, which award was not earned, (iii) vested in his outstanding performance share unit awards, which continue to be subject to attainment of the goals and had an aggregate value of $644,794, assuming target award pay-outs as of the termination date, (iv) vested in his restricted stock unit awards which had an aggregate value of $429,229 on the termination date, (v) received a $107,625 bonus for his contributions to Alpha’s 2011 safety accomplishments, (vi) up to 18 months of continued health and life insurance valued at approximately $34,008 assuming he receives such benefits for the full 18-month period, and (vii) $15,000 of outplacement assistance.

Additional Information Regarding the Tables Relating to Potential Payments Upon Employment Termination or Change in Control

The following narrative provides additional information of the plans, arrangements, and agreements that relate to the potential payments set forth in the tables above. The definitions of terms used in such plans, arrangements and agreements are set forth below under “— Definitions.”

AIB Termination Provisions.

Unless otherwise determined by the compensation committee or as otherwise provided in a Company plan applicable to a participant or any agreement between the participant and the Company, participants who terminate employment prior to the end of the performance period of any award for any reason other than as described below, will forfeit their respective rights to payment for such award. The AIB provides that if a participant’s employment is terminated prior to the end of the performance period by reason of death, retirement or total and permanent disability, the participant’s AIB award will be prorated to reflect the period of service during the one-year performance period of the award prior to the termination. If the participant’s employment is involuntarily terminated by Alpha other than for cause during the 90 days prior to, or on or within one year after a change of control, the award will be deemed earned at a target level. If the participant’s employment is involuntarily terminated by Alpha other than for cause (and not in conjunction with a change of control as described in the preceding sentence), the participant’s AIB award will be prorated to reflect the period of service during the performance period of the award prior to such participant’s employment termination.

Vesting Provisions Regarding Performance Share Units, Restricted Stock and Restricted Stock Unit Awards.

As discussed more fully under “— Additional Information Regarding Our Summary Compensation Table and Grants of Plan-Based Awards Table,” Alpha’s equity plans provide for the granting of a variety of awards, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, dividend equivalents, performance-based awards and other stock-based awards.

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With respect to performance share unit awards, in the event of a participant’s employment termination during the applicable performance period, other than as set forth below, or the participant’s breach of certain confidentiality covenants set forth in the award agreement, any performance share units, whether earned or unearned, will automatically be cancelled and forfeited in their entirety. If, during the performance period, the participant ceases to be employed by us as a result of the participant’s permanent disability or death, by reason of retirement, or the participant’s employment is terminated by us other than for cause, the participant will be entitled to receive a prorated portion of the shares earned pursuant to the performance share unit award, determined at the end of the performance period based on the ratio of the number of complete months the participant is employed or serves during the performance period to the total number of months in the performance period. Performance share units will not automatically vest in the event of a change of control but must be coupled with the participant’s involuntary termination of employment other than for cause (i) within the 90-day period immediately preceding the change of control, or (ii) prior to the end of the performance period and on or within the one year period following such change of control, in which case the performance share units underlying such award will vest and be paid out at a target award level.

With respect to restricted stock awards, in the event of a participant’s employment termination, other than as set forth below, or the participant’s breach of certain confidentiality covenants set forth in the award agreement, any unvested restricted shares will be automatically forfeited. In the event of a participant’s death, permanent disability, retirement, or immediately prior to the occurrence of a change of control, all unvested shares of restricted stock will automatically vest, and in the event of a participant’s termination by us without cause, the employee will be treated as if he or she was employed with the Company for an additional three months.

With respect to retention restricted stock awards, in the event of a participant’s employment termination (including for cause, due to retirement or resignation), other than as set forth below, or the participant’s breach of certain confidentiality covenants set forth in the award agreement, any unvested retention restricted shares will be automatically forfeited. In the event a participant’s employment is terminated due to death, permanent disability or termination by us without cause, all unvested shares of retention restricted stock will vest based on the ratio of the number of complete months the participant is employed or serves with Alpha during the vesting period to the total number of complete months in the vesting period. If a participant’s employment is involuntarily terminated without cause during the 90-day period immediately prior to the occurrence of a change of control or on or within the one-year period immediately following a change of control, all unvested shares of retention restricted stock will automatically vest. The terms of the retention restricted stock agreement are not superseded by any other plan, agreement or program applicable to an employee.

With respect to restricted stock unit awards, in the event a participant’s employment is terminated, other than as set forth below, or the participant breaches certain confidentiality covenants set forth in the award agreement, any unvested restricted stock units will be automatically forfeited. In the event a participant’s employment is terminated due to death, permanent disability or normal retirement, or immediately prior to the occurrence of a change of control (with respect to restricted stock unit awards issued prior to January 1, 2010) or dissolution or liquidation of Alpha or the participant’s employer, all unvested restricted stock units will automatically vest. In the event of a participant’s early retirement, any unvested restricted stock units will vest based on the ratio of the number of complete months the participant is employed or serves with Alpha during the vesting period to the total number of months in the vesting period. If a participant’s employment is involuntarily terminated by us other than for cause, then the employee will be treated as if he or she was employed with the Company for an additional three months. With respect to restricted stock unit awards issued after January 1, 2010, restricted stock units will not automatically vest in the event of a change of control but must instead be coupled with the participant’s involuntary employment termination other than for cause (i) within the 90-day period immediately preceding the change of control, or (ii) on or within the one year period following such change of control, in which case the restricted stock units underlying such award will automatically vest. Additionally for restricted stock unit awards issued after January 1, 2010, restricted stock units will not automatically vest in the event of disability or death, but rather based on the ratio of the number of complete months the participant is employed or serves with Alpha during the vesting period to the total number of months in the vesting period.

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With respect to retention restricted stock unit awards, in the event of a participant’s employment termination (including for cause, due to retirement or resignation), other than as set forth below, or the participant’s breach of certain confidentiality covenants set forth in the award agreement, any unvested retention restricted stock units will be automatically forfeited. In the event of a participant’s death, permanent disability or employment termination by us without cause, all unvested retention restricted stock units will vest based on the ratio of the number of complete months the participant is employed or serves with Alpha during the vesting period to the total number of complete months in the vesting period. If a participant’s employment is involuntarily terminated without cause during the 90-day period immediately prior to the occurrence of a change of control or on or within the one-year period immediately following a change of control, all unvested retention restricted stock units will automatically vest. The terms of the retention restricted stock unit agreement are not superseded by any other plan, agreement or program applicable to an employee.

Definitions.

For purposes of the above-described agreements, plans and arrangements, the following definitions apply:

1. Cause

Cause is defined in the restricted stock award agreements, restricted stock unit agreements, performance share unit award agreements and the AIB to mean Employer Cause as set forth in any employment agreement between the participant and Alpha or, in the absence of such an agreement, (i) Cause as defined by Alpha’s plans applicable to the participant or employment policies in effect at the time of the participant’s termination of employment and/or (ii) violation of Alpha’s Code of Ethics, in the case of the restricted stock unit award agreements.

Under the terms of the Employment Agreements and the Separation Plan, Employer Cause means termination of employment by Alpha for any of the following reasons: (i) employee’s gross negligence or willful misconduct in the performance of the duties and services required of him, (ii) employee’s final conviction of, or plea of guilty ornolo contendere to, a felony or his engaging in fraudulent or criminal activity relating to the scope of his employment (whether or not prosecuted), (iii) a material violation of our Code of Ethics, (iv) any continuing or repeated failure to perform the duties as requested in writing by the employee’s supervisor(s) or the board after employee has been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach, (v) the conviction (or commission in the case of the Separation Plan) of a felony or crime involving moral turpitude, (vi) conduct which brings Alpha and/or any of its affiliates or subsidiaries into public disgrace or disrepute in any material respect and (vii) with respect to Messrs. Crutchfield and Kost, his material breach of any material provision of his respective Employment Agreement, provided that he has received written notice from Alpha and been afforded a reasonable opportunity (not to exceed 30 days) to cure such breach. In all other cases, “cause” shall be as defined by our employment policies in effect at the time of termination.

2. Change of Control and Change in Control

Change in Control is defined in the Employment Agreements and the Separation Plan to mean the occurrence of any of the following: (i) 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, (ii) the sale of all or substantially all of our assets in a single transaction or a series of related transactions, (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of our outstanding common stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Exchange Act), (iv) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (v) a contested election of directors, as a result of which or in connection with which the persons who were our directors before such election or their nominees cease to constitute a majority of our board.

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Change of Control is defined in the stock option agreements, restricted stock award agreements, restricted stock unit award agreements, performance share unit award agreements and AIB to mean (i) 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, (ii) the sale of all or substantially all of Alpha’s assets in a single transaction or a series of related transactions, (iii) 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 (iv) 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, and, with respect to the stock option agreements, performance share unit awards, restricted stock awards, retention restricted stock unit awards and AIB, upon the Alpha stockholders’ approval of any plan for the dissolution or liquidation of Alpha, and solely with respect to the stock option agreements, any other event specified by our board or a committee designated by the board.

3. Disability, Permanent Disability and Total and Permanent Disability

Disability is defined in the Separation Plan, and Permanent Disability is defined in the Employment Agreements, the restricted stock award agreements, the retention restricted stock unit award agreements and the performance share unit award agreements, to mean the employee’s physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by Alpha.

Permanent Disability is defined in the restricted stock unit award agreements to mean the participant 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 participant’s employer.

Total and Permanent Disability is defined in the AIB to mean: (i) if the participant is insured under a long-term disability insurance policy or plan which is paid for by Alpha, the participant is totally disabled under the terms of that policy or plan; or (ii) if no such policy or plan exists, the participant shall be considered to be totally disabled as determined by the compensation committee.

4. Good Reason

Good Reason is defined in the Employment Agreements to mean a termination of employment as a result of the occurrence, without the executive’s written consent, of one of the following events: (i) a material reduction in his (1) annual base salary or (2) target bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting him and all or substantially all other executives of Alpha and its affiliates and subsidiaries), (ii) a failure to provide him with the opportunity to materially participate in any material equity-based plans on a similar basis to those of other similarly situated Alpha executives; (iii) a material adverse change in his position, authority, duties or responsibilities, caused by Alpha, which results in a significant diminution in his position, authority, duties or responsibilities, including without limitation, him being required to report to any person other than the board of directors, in the case of Mr. Crutchfield, and the chief executive officer, in the case of Mr. Kost, except in connection with a termination of his employment with Alpha for permanent disability, employer cause, death or temporarily as a result of his incapacity or other absence for an extended period, (iv) a relocation of our principal place of business or of his office to a location that increases his normal work commute by more than 50 miles, or (v) any illegal activity or material violation of governmental laws, rules or regulations by Alpha or our board in connection with Alpha or any of its affiliates or subsidiaries; provided, that such illegal activity or material violation has a material adverse effect on Alpha and its affiliates or subsidiaries, taken as a whole, thereby causing a material adverse change in the conditions under which he performs services.

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Good Reason is defined in our Separation Plan to mean a termination of employment by an employee because of: (i) a material reduction in employee’s (1) annual base salary or (2) target bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting the employee and all or substantially all other executives of Alpha and its affiliates and subsidiaries), (ii) a failure to provide employee with the opportunity to materially participate in any material equity-based plans of the Company and its affiliates on a similar basis to those of other similarly situated Alpha executives; (iii) a material adverse change in an employee’s scope of duties or responsibilities, caused by Alpha, which results in a significant diminution in employee’s scope of duties or responsibilities, except in connection with (A) a reassignment to a new job position, or (B) a termination of the employee’s employment with the Company for disability, cause, death, or temporarily as a result of employee’s incapacity or other absence for an extended period, (iv) a relocation of our principal place of business or of our executive’s office to a location that increases his normal work commute by more than 50 miles, or (v) any illegal activity or material violation of governmental laws, rules or regulations by Alpha or our board in connection with Alpha or any of its affiliates or subsidiaries; provided, that such illegal activity or material violation has a material adverse effect on Alpha and its affiliates or subsidiaries, taken as a whole, thereby causing a material adverse change in the conditions under which he performs services).

5. Retirement, Early Retirement and Normal Retirement

Under the terms of the Employment Agreements, retirement means the employee’s retirement at or after normal retirement age (either voluntarily or pursuant to Alpha’s retirement policy).

Under the terms of the AIB, retirement means (i) the date a participant reaches the age of 62 with ten years of service, (2) the date the participant reaches the age of 65 or (3) a combination of age and years of service which equals 80 (for example, a participant who reaches the age of 50 with 30 years of service.

Under the terms of the performance share unit award agreements issued before January 1, 2010, retirement means retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the compensation committee. Under the terms of the performance share unit award agreements issued after January 1, 2010, retirement means (i) the date the participant reaches the age of 62 with ten years of service, (ii) the date the participant reaches the age of 65, or (iii) a combination of age and years of service which equals 80.

Under the terms of the restricted stock award agreements, retirement means employee’s retirement under circumstances approved by our compensation committee.

Under the terms of the restricted stock unit award agreements early retirement is defined to mean a combination of age and years of service which equals 80 and normal retirement is defined to mean (i) the date the participant reaches the age of 62 with ten years of service or (ii) the date the participant reaches the age of 65.

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PROPOSAL 2 — APPROVAL OF 2012 LONG-TERM INCENTIVE PLAN

The second proposal item to be voted on is the approval of the 2012 Long-Term Incentive Plan.

Purpose of the 2012 Long-Term Incentive Plan

The Company maintains two equity incentive plans under which it currently may grant equity awards: the 2010 Long-Term Incentive Plan and the 2006 Stock and Incentive Compensation Plan. The 2006 Stock and Incentive Compensation Plan was assumed by the Company at the time of the Massey Acquisition. In accordance with NYSE rules, the 2006 Stock and Incentive Compensation Plan has been used to make equity awards to employees and other service providers who were affiliated with Massey prior to the Massey Acquisition, or who became new employees or new service providers of Alpha after the Massey Acquisition. The 2010 Long-Term Incentive Plan was administered by the Company prior to the Massey Acquisition and, since that time, has been used largely to make equity awards to employees and other service providers who were affiliated with Alpha prior to the Massey Acquisition. The board of directors has concluded that the adoption of the 2012 Long-Term Incentive Plan is necessary in order to maintain the availability of equity incentive awards for its employees and other individuals who perform services for the Company, but also necessary to facilitate administrative ease and consistency by enabling the Company to make future equity awards under one plan. It is the board’s intention that awards previously issued under the 2010 Long-Term Incentive Plan, the 2006 Stock and Incentive Compensation Plan or any other plan will continue to be subject to the terms and conditions of the applicable plan and that any shares to be issued pursuant to such awards will be covered by the applicable plan. If stockholder approval of the 2012 Long-Term Incentive Plan is obtained, any awards granted after the date of the Annual Meeting will be issued only under the 2012 Long-Term Incentive Plan, and the Company will not make any new awards under the 2010 Long-Term Incentive Plan or the 2006 Stock and Incentive Compensation Plan after such date.

Description of the 2012 Long-Term Incentive Plan

We propose stockholder approval of the 2012 Long-Term Incentive Plan. The complete text of the 2012 Long-Term Incentive Plan (as described below) is attached asAppendix A to this proxy statement. To the extent the summary description below differs from the 2012 Long-Term Incentive Plan attached asAppendix A, the text of the 2012 Long-Term Incentive Plan governs the terms and provisions of the 2012 Long-Term Incentive Plan.

Our 2012 Long-Term Incentive Plan is designed to advance our interests and those of our stockholders by providing incentives to certain employees and individuals who perform services for us. The 2012 Long-Term Incentive Plan will be administered by our compensation committee, which will have, among other authority, the power to select the eligible persons to be granted awards under the plan, to determine the type, size, terms and conditions of any awards that have been granted, to determine the time when awards will be granted, to establish performance objectives, to make any adjustments necessary or desirable as a result of the granting of awards to eligible persons located outside the United States, and to prescribe the form of the agreements evidencing awards made under this plan.

Our compensation committee will also be authorized to interpret the 2012 Long-Term Incentive Plan and the awards granted under the plan, to establish, amend and rescind any rules and regulations relating to the plan, and to make any other determinations that it deems necessary or desirable for the administration of the 2012 Long-Term Incentive Plan, including the reconciliation of any defect, omission or inconsistency in the plan or in any award made under the plan. Our compensation committee may also, in its sole discretion, determine whether a participant has terminated employment with, or the performance of services for, us and the effect, if any, such termination shall have on any award granted under the 2012 Long-Term Incentive Plan.

Any awards made under the 2012 Long-Term Incentive Plan will be at the discretion of our compensation committee. The compensation committee has not approved any awards that are conditioned on stockholder approval of this proposal.

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The board adopted the 2012 Long-Term Incentive Plan (attached hereto asAppendix A), subject to stockholder approval of the 2012 Long-Term Incentive Plan. Absent such approval, the 2012 Long-Term Incentive Plan will not become effective. Therefore, it is not possible at present to determine the amount or form of any award that will be granted or available for grant to any person in the future. Because our executive officers and directors will be eligible to receive awards under the 2012 Long-Term Incentive Plan, they may be deemed to have a personal interest in the adoption of this proposal.

Updated Equity Plan Information. The table below provides updated information about our common stock subject to equity compensation plans as of March 16, 2012.

	Total as of March  16, 2012
Shares Available for Future Awards under Equity Plans(1)
2010 Long-Term Incentive Plan		31,111
2006 Stock and Incentive Compensation Plan		3,198,221
Shares Subject to Outstanding Stock Options		1,140,802
Weighted Average Exercise Price	$	22.00
Weighted Average Remaining Term (in years)		5.22
Shares Subject to Outstanding Full Value Awards		4,602,912

(1) If the stockholders approve this proposal, the Company will not grant any future awards under the 2010 Long-Term Incentive Plan or the 2006 Stock and Incentive Compensation Plan.

Types of Awards. The 2012 Long-Term Incentive Plan will consist of the following components, each of which may be granted alone or in any combination thereof: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance grants and (vi) other share-based awards deemed by the compensation committee, in its discretion, to be consistent with the purposes of the 2012 Long-Term Incentive Plan.

Participation. Consistent with the purposes of the 2012 Long-Term Incentive Plan, the compensation committee will have the power to select the persons who may participate in this plan and may grant awards under the plan to full- or part-time employees or other individuals who perform services for the Company or a parent, subsidiary or affiliate, including, without limitation, directors who are not employees and consultants and independent contractors who perform services for the Company or a parent, subsidiary or affiliate.

Maximum Number of Shares that May be Issued/Award Limitations. The maximum aggregate number of common shares which will be available for issuance under awards granted under the 2012 Long-Term Incentive Plan, including incentive stock options, shall be 6,400,000 plus the number of common shares that are represented by restricted stock unit and performance awards which previously have been granted and are outstanding under the 2010 Long-Term Incentive Plan as of the effective date of the plan that result from the expiration or lapse of such awards, are forfeited or cancelled, or result from such awards being settled without the delivery of the full number of common shares underlying such awards or are settled for cash, at any time after the effective date of the plan. Pursuant to the terms of the 2012 Long-Term Incentive Plan and subject to possible adjustments provided for in the plan, no eligible person may receive in any one fiscal year: (i) stock options or stock appreciation rights for more than 750,000 common shares; (ii) performance grants (denominated in common shares) for more than 1,000,000 common shares; and (iii) performance grants (denominated in cash) for more than $10,000,000. If any award is forfeited or cancelled, or terminates unexercised, or if any award is otherwise settled without the delivery of the full number of common shares underlying the award, then such common shares shall be, or become available for issuance under the 2012 Long-Term Incentive Plan; provided, however, that shares (i) delivered in payment of the exercise price of a stock option, (ii) not issued upon settlement of stock appreciation rights, or (iii) delivered to or withheld by the Company to pay withholding taxes shall not become available again for issuance under the 2012 Long-Term Incentive Plan. To the extent that any awards are paid in cash, and not in common shares, such awards shall not count against the aggregate share limit under the 2012 Long-Term Incentive Plan.

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Stock Options. Our 2012 Long-Term Incentive Plan will permit the granting of options, both incentive stock options and non-qualified stock options, to purchase shares of stock;providedthat incentive stock options may only be granted to eligible persons who are our employees or employees of any parent or subsidiary of the Company within the meaning of Code Sections 424(e) and (f), including a subsidiary which becomes such after adoption of the 2012 Long-Term Incentive Plan. Our compensation committee will determine the number of shares which are to be subject to each stock option and will establish the exercise price at the time each option is granted. The 2012 Long-Term Incentive Plan provides that the option exercise price for each share covered by an option, including incentive and non-qualified stock options, will not be less than the fair market value of a share of Alpha common stock on the date the option is granted and that the term of the option may not exceed ten years from the grant date. The exercise price of an incentive stock option exercisable for the first time by an employee during any calendar year may not exceed $100,000 or such other amount as specified by the Code. In the case of stock options granted to an employee who owns more than ten percent of the voting power of all classes of Company stock or that of any parent or subsidiary of the Company, the exercise price shall not be less than 110% of the fair market value of a share of common stock on the grant date, and the term of the option may not exceed five years from the grant date.

Stock Appreciation Rights. An award of stock appreciation rights will entitle the holder to exercise such award and to receive, without payment to the Company, the number of shares having an aggregate value equal to the excess of the fair market value of one common share, at the time of such exercise, over the exercise price, times the number of common shares subject to the award, or portion thereof, that is so exercised. Stock appreciation rights will have an exercise price of no less than the fair market value of shares covered by the right on the date of grant and will not be exercisable after the expiration of ten years from the date they are granted. The terms of a stock appreciation right may provide that it will be deemed to have been exercised at the close of business on the business day preceding the expiration date of the stock appreciation right, or such other date as specified by the compensation committee, if at such time such stock appreciation right has a positive value.

Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units may also be granted under our 2012 Long-Term Incentive Plan. The standard vesting schedule applicable to awards of restricted stock and restricted stock units will provide for vesting of such awards, in one or more increments, over a service period of no less than three years; provided, however, this limitation will not apply to awards granted to non-employee directors of the board that are received pursuant to the Company’s compensation program applicable to non-employee directors of the board, or adversely affect a participant’s rights under another plan or agreement with the Company. A recipient of restricted stock will have the right to vote such shares and to receive dividends or other distributions made or paid with respect to such shares. The compensation committee may also grant associated awards of dividend equivalents to recipients of restricted stock units.

Performance Grants. Our compensation committee may grant performance grants to eligible persons in the form of cash, shares or any other form of award issuable under the 2012 Long-Term Incentive Plan (or any combination thereof). The compensation committee will have the authority to determine the value of any performance grant to be awarded, the performance period, and the performance criteria to be satisfied within the award period. In relation to any performance grant, the performance period may consist of one or more calendar years or other fiscal period of at least 12 months in length for which performance is being measured. Performance measures may be determined either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary entity thereof, either individually, alternatively or in any combination, as specified by the compensation committee.

With respect to awards that are intended to be performance-based under Section 162(m) of the Code, our compensation committee will establish written objective performance goals for each performance period relating to one or more of the following performance measures: cash flow; cash flow from operations; earnings (including, but not limited to, earnings before interest, taxes, depreciation, and amortization or some variation thereof); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt; debt reduction; working capital; return on investment; return on

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sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; productivity; delivery performance; safety record and/or performance; environmental record and/or performance; stock price; return on equity; total or relative increases to stockholder return; return on invested capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; and completion of acquisitions, business expansion, product diversification, new or expanded market penetration and other non-financial operating and management performance objectives.

To the extent consistent with Section 162(m) of the Code, our compensation committee may determine that certain adjustments will apply, in whole or in part, to exclude or include the effect of specified events that occur during a performance period, including the following: the impairment of tangible or intangible assets, asset write-downs, litigation or claim judgments or settlements, acquisitions or divestitures, gains and/or losses on the sale of assets, foreign exchange gains and/or losses, the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, business combinations, reorganizations and/or restructuring programs, including, but not limited to, reductions in force and early retirement incentives, currency fluctuations, and any extraordinary, unusual, infrequent or non-recurring items, including, but not limited to, such items described in management’s discussion and analysis of financial condition and results of operations or the financial statements or notes thereto appearing in the Company’s annual report for the applicable period.

In addition, the compensation committee may, in its sole discretion, establish additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any performance grant and may also retain the discretion to reduce the amount of a performance grant to an eligible person if it concludes that such reduction is necessary or appropriate.

Other Share-Based Awards. Other share-based awards may also be granted under the 2012 Long-Term Incentive Plan. An “Other Share-Based Award” consists of any right that is not an award described above; and an award of shares or an award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares (including, without limitation, securities convertible into shares), as deemed by our compensation committee to be consistent with the purposes of the 2012 Long-Term Incentive Plan. Subject to the terms of the 2012 Long-Term Incentive Plan and any applicable award agreement, the committee will determine the terms and conditions of any such Other Share-Based Award. The standard vesting schedule applicable to awards of other share-based awards will provide for vesting of such awards, in one or more increments, over a service period of no less than three years; provided, however, this limitation will not apply to awards granted to non-employee directors of the board that are received pursuant to the Company’s compensation program applicable to non-employee directors of the board, or adversely affect a participant’s rights under another plan or agreement with the Company.

Section 409A. To the extent any awards under our 2012 Long-Term Incentive Plan are subject to Section 409A of the Code, it is intended that the award will be designed, administered, interpreted and construed in a manner necessary in order to comply with Section 409A or an exception thereto, as more fully described in the 2012 Long-Term Incentive Plan.

Transferability. No awards granted under the 2012 Long-Term Incentive Plan or any right thereto will be assignable or transferable by a participant except by will or by the laws of descent and distribution;provided, however, the compensation committee may permit a transfer to a “permitted transferee,” as defined in the 2012 Long-Term Incentive Plan.

Deferred Payment of Awards. The payment of awards granted pursuant to the 2012 Long-Term Incentive Plan may, in certain instances, be deferred until a later date, at the compensation committee’s sole discretion, in accordance with the provisions of Section 409A of the Code, and the regulations and other binding guidance promulgated thereunder;provided, however, that no deferral will be permitted with respect to stock options or stock appreciation rights.

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Amendment or Substitution of Awards. Our compensation committee may amend or modify any outstanding award granted under our 2012 Long-Term Incentive Plan in its discretion in any manner that it deems appropriate, so long as the committee could grant such amended or modified award under the terms of the plan at the time of such amendment or modification andprovided thatno such amendment or modification shall: (i) accelerate the vesting or exercisability of any awards (other than stock options or stock appreciation rights) other than in connection with a participant’s death, disability, retirement or a change in control or other transaction contemplated by Section 16 of the 2012 Long-Term Incentive Plan;provided further,the foregoing limitation shall not apply to (A) awards for up to five percent (5%) of the aggregate number of common shares authorized for issuance under the 2012 Long-Term Incentive Plan, or (B) any performance grant the payment of which remains contingent upon the attainment of the performance goal. No such amendments or acceleration shall adversely affect in a material manner any right of a participant under an award without his or her written consent. Notwithstanding, our compensation committee will be authorized to modify, amend or terminate any or all of the provisions of an award to the extent necessary to conform the provisions of the award with Section 162(m), Section 409A or any other provision of the Code or other applicable law, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination will adversely affect the rights of a participant. Except as otherwise provided in the 2012 Long-Term Incentive Plan, our compensation committee may also, in its discretion, permit award holders to surrender outstanding awards in order to exercise or realize the rights under other awards, or in exchange for the grant of new awards, or require holders of awards to surrender outstanding awards as a condition precedent to the grant of new awards under the plan.

Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, common shares, other Alpha securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of common shares or other Alpha securities, or similar transaction(s)), the terms of outstanding stock options or stock appreciation rights may not be amended to reduce the exercise price of such outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without obtaining stockholder approval.

Dilution and Other Adjustments. In the event a dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, shares, other securities of the Company or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of common shares or other Alpha securities, issuance of warrants or other rights to purchase shares or other Alpha securities or other similar corporate transaction or event affects the shares of the Company such that the compensation committee determines that an adjustment is necessary to prevent dilution of the outstanding shares or enlargement of the benefits or potential benefits intended to be made under the 2012 Long-Term Incentive Plan, then the compensation committee will have the authority to make certain equitable adjustments to the 2012 Long-Term Incentive Plan and awards made thereunder, including the authority to adjust the aggregate and/or individual maximum number of shares that may be granted under the plan, the number of common shares or other Alpha securities subject to outstanding awards, the grant or exercise price with respect to any outstanding award, and any applicable performance goals with respect to awards. In addition, the compensation committee may, if deemed appropriate, in its discretion, determine that in connection with any merger, consolidation, sale of all or substantially all of the Company’s assets, change in control or dissolution, liquidation or any other transaction or event having a similar effect to any of the foregoing, (i) provide for an equivalent award or substitute award in respect of the surviving entity of any transaction; (ii) upon advance notice to the affected participants, cancel any outstanding stock options or stock appreciation rights and pay to the holders in cash, stock, or other property (including the property, if any, payable in such transaction) (or any combination thereof), an amount equal to the excess of the fair market value of the common shares covered by the Award, based on the price per common share received or to be received by other stockholders of Alpha in such a transaction or such other value as determined by the compensation committee,

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over the exercise price of the award, or (iii) make provision for a cash payment or payment of other property (including the property, if any, payable in the transaction) to the holder of any other outstanding award in settlement of such award, provided that, in the case of stock options and stock appreciation rights with an exercise price that equals or exceeds the price paid for a common share in connection with the applicable transaction, the compensation committee may cancel the stock options or stock appreciation rights without payment or consideration therefor. Any such termination, adjustment or other action taken by the compensation committee will be final, conclusive and binding for all purposes of the 2012 Long-Term Incentive Plan.

Clawback Provision. Notwithstanding any other provisions in the 2012 Long-Term Incentive Plan, any award which is subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy.

Plan Amendment or Suspension. The 2012 Long-Term Incentive Plan may be amended or suspended in whole or in part at any time from time to time by the compensation committee;provided,however, that no such change or amendment shall be made without stockholder approval if such approval is necessary to qualify for or comply with any tax or regulatory requirement or other applicable law for which the compensation committee deems it necessary or desirable to qualify or comply; andprovided further that no amendment to the 2012 Long-Term Incentive Plan will adversely affect in a material manner any right of any participant with respect to any award previously granted without such participant’s written consent, except where such amendment is necessary to conform the provisions of the award to Section 162(m), Section 409A or any other provision of the Code or other applicable law, the regulations issued thereunder or an exception thereto.

Plan Termination. The 2012 Long-Term Incentive Plan will terminate upon the earlier of the following dates or events to occur: (i) upon the adoption of a resolution of the board terminating the 2012 Long-Term Incentive Plan; or (ii) May 17, 2022, subject to its approval by the stockholders at the Annual Meeting.

Federal Tax Consequences. The following is a brief summary of the principal United States federal income tax consequences applicable to our 2012 Long-Term Incentive Plan participants and us, and is based upon an interpretation of present federal tax laws and regulations and may be inapplicable if such laws and regulations are changed. This summary is not intended to be exhaustive or constitutes tax advice and does not describe state, local or foreign tax consequences. To the extent any awards under our 2012 Long-Term Incentive Plan are subject to Section 409A of the Code, the following description assumes that such awards will be designed to conform to the requirements of Section 409A of the Code and the regulations promulgated thereunder (or an exception thereto). Our 2012 Long-Term Incentive Plan is not subject to the protective provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Code.

Incentive Stock Options.

Options issued under our 2012 Long-Term Incentive Plan and designated as incentive stock options are intended to qualify under Section 422 of the Code. Under the provisions of Section 422 and the related regulations, an optionee who has been granted an incentive stock option will not recognize income and we will not be entitled to a deduction at the time of the grant or exercise of the option; provided, however, that the difference between the value of the common stock received on the exercise date and the exercise price paid is an item of tax preference for purposes of determining the optionee’s alternative minimum tax. The taxation of gain or loss upon the sale of the common stock acquired upon exercise of an incentive stock option depends, in part, on whether the holding period of the common stock is at least two years from the date the option was granted and at least one year from the date the option was exercised. If this holding period is satisfied, any gain or loss realized on a subsequent disposition of the common stock will be treated as a long-term capital gain or loss. If this holding period is not met, then, upon such “disqualifying disposition” of the common stock, the optionee will realize compensation, taxable as ordinary income, in an amount equal to the excess of the fair market value of the common stock at the time of exercise over the exercise price limited, however, to the gain on sale. Any further

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gain (or loss) realized by the optionee generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period. If the optionee recognizes ordinary income upon a disqualifying disposition, the Company generally will be entitled to a tax deduction in the same amount.

Nonqualified Stock Options and Stock Appreciation Rights.

An optionee will generally not recognize income at the time a nonqualified stock option is granted. Rather, the optionee recognizes compensation income only when the nonqualified stock option is exercised. The amount of income recognized is equal to the excess of the fair market value of the common stock received over the sum of the exercise price plus the amount, if any, paid by the optionee for the nonqualified stock option. The Company is generally entitled to a tax deduction in an amount equal to the compensation income recognized by the optionee. Upon a subsequent disposition of the common stock acquired under a nonqualified stock option, the optionee will realize short-term or long-term capital gain (or loss) depending on the holding period. The capital gain (or loss) will be short-term if the common stock is disposed of within one year after the nonqualified stock option is exercised, and long-term if the common stock was held more than 12 months as of the sale date.

Stock appreciation rights are treated very similarly to nonqualified stock options for tax purposes. A participant receiving a stock appreciation right will not normally recognize any taxable income upon the grant of the stock appreciation right. Upon the exercise of the stock appreciation right, the participant will recognize compensation taxable as ordinary income equal to either: the cash received upon the exercise; or if common stock is received upon the exercise of the stock appreciation right, the fair market value of the common stock received. The Company will generally be entitled to a tax deduction in an amount equal to the compensation income recognized by the participant.

Restricted Stock.

A participant that receives a restricted stock award under our 2012 Long-Term Incentive Plan will normally not be required to recognize income for federal income tax purposes at the time of grant, nor are we entitled to any deduction, to the extent that the common stock awarded has not vested (i.e., subject to a substantial risk of forfeiture). When any part of a restricted stock award vests, the participant will realize compensation taxable as ordinary income in an amount equal to the fair market value of the vested common stock on the vesting date (less the amount, if any, paid for the stock). The participant may, however, make an election, referred to as a Section 83(b) election, within thirty days following the grant of the restricted stock award, to be taxed at the time of the grant of the award based on the fair market value of the common stock on the grant date. If a Section 83(b) election has not been made, any dividends received with respect to the restricted stock award prior to the lapse of the restrictions will be treated as additional compensation that is taxable as ordinary income to the participant. The Company will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of the vested common stock, the participant will realize short-term or long-term capital gain or loss depending on the holding period.

Restricted Stock Units.

Under current tax law, a participant who receives restricted stock units will not recognize taxable income for federal income tax purposes until the common stock underlying the restricted stock units is actually issued to the participant. Upon issuance of common stock, the participant will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the common stock received, and we will be entitled to a corresponding deduction. If the participant is an employee, the participant will be subject to Social Security and Medicare taxes at the time the restricted stock units vest, even though none of the common stock underlying the restricted stock units is issued at that time. However, no additional Social Security or Medicare taxes will be due when the common stock subject to the vested restricted stock units is subsequently issued (even if that the market value of the common stock has increased).

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Performance Grants.

A participant generally will not recognize income upon the grant of a performance award. Upon payment of the performance grant, the participant will recognize ordinary income in an amount equal to the cash received or, if the performance grant is payable in common stock, the fair market value of the common stock received. When the participant recognizes ordinary income upon payment of a performance award, we will generally be entitled to a tax deduction in the same amount.

Unrestricted Stock.

The tax consequences of receiving common stock pursuant to a stock award under our 2012 Long-Term Incentive Plan is similar to receiving cash compensation from the Company, unless the common stock awarded is restricted stock (i.e., subject to a substantial risk of forfeiture). If the shares of common stock are unrestricted (i.e., not subject to a substantial risk of forfeiture), the participant must recognize ordinary income equal to the fair market value of the common stock received less any amount paid for common stock.

Limitations on the Company’s Deductions; Consequences of Change of Control.

As described in “Executive Compensation — Compensation Discussion and Analysis,” with certain exceptions, Section 162(m) of the Code limits our deduction for compensation in excess of $1,000,000 paid to certain covered employees (generally our chief executive officer and three other highest-paid executive officers). Compensation paid to covered employees is not subject to the deduction limitation if it is considered “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. If our stockholders approve our 2012 Long-Term Incentive Plan, we believe that stock options, stock appreciation rights and performance grants (intended to be treated as qualified performance-based compensation as defined in the Code) granted to covered employees under the plan will satisfy the requirements of qualified performance-based compensation and therefore we will be entitled to a deduction with respect to such awards. The compensation committee also believes that stockholder interests are best served by not restricting the committee’s discretion and flexibility to structure compensatory arrangements, including equity-based compensation, in a manner that is not deductible by the Company.

In addition, if a change of control of Alpha causes awards under our 2012 Long-Term Incentive Plan to accelerate vesting or is deemed to result in the attainment of performance goals, the participants could, in some cases, be considered to have received “excess parachute payments,” which could subject participants to a 20% excise tax on the excess parachute payments and could result in a disallowance of our deductions under Section 280G of the Code.

Section 409A.

Section 409A of the Code was enacted in October 2004 and became generally effective on January 1, 2005. Section 409A applies to compensation that individuals earn in one year but that is not paid until a future year. This is referred to as nonqualified deferred compensation. Section 409A, however, does not apply to qualified plans (such as a Section 401(k) plan) and certain welfare benefits. If deferred compensation covered by Section 409A meets the requirements of Section 409A, then Section 409A has no effect on the individual’s taxes. The compensation is taxed in the same manner as it would be taxed if it were not covered by Section 409A. If a deferred compensation arrangement does not meet the requirements of Section 409A, the compensation is subject to accelerated taxation in the year in which such compensation is no longer subject to a substantial risk of forfeiture and certain additional taxes, interest and penalties, including a 20% additional income tax. Section 409A has no effect on FICA (Social Security and Medicare) tax.

Awards of stock options, stock appreciation rights, restricted stock units and performance grants under the 2012 Long-Term Incentive Plan may, in some cases, result in the deferral of compensation that is subject to the requirements of Section 409A. Awards under the 2012 Long-Term Incentive Plan are intended to comply with

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Section 409A, the regulations issued thereunder or an exception thereto. Notwithstanding, Section 409A of the Code may impose upon a participant certain taxes or interest charges for which the participant is responsible. Section 409A does not impose any penalties on the Company and does limit the Company’s deduction with respect to compensation paid to a participant.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

YOU VOTE “FOR” THE APPROVAL OF THE 2012 LONG-TERM INCENTIVE PLAN

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PROPOSAL 3 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

The third proposal item to be voted on is the advisory approval of the Company’s executive compensation.

Pursuant to the Dodd-Frank Act and SEC rules, Alpha is required to provide its stockholders with the opportunity to cast an advisory vote on compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules set forth in Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and other related executive compensation disclosures required by Item 402 and contained herein), or any successor regulation thereto. At the 2011 annual meeting of stockholders, the Company held an advisory (non-binding) vote to determine the frequency of future advisory votes to approve the compensation paid to our named executive officers. Based on the voting results for this proposal, the Company determined that an advisory vote to approve the compensation paid to our NEOs will be conducted on an annual basis, until the next advisory vote held on this matter.

As described in detail in the“Executive Compensation — Compensation Discussion and Analysis”section of this proxy statement, Alpha strives to recruit individuals who will support the Company’s mission, vision, and values — Running Right. To accomplish this goal, our compensation committee developed the following primary objectives of our executive compensation program to — attract and retain top talent, drive the achievement of short-term and long-term objectives, link pay with performance, align managements’ interests with our stockholders’ interests, and to be competitive in the markets in which Alpha competes for talent.

The compensation committee continually reviews the compensation programs for our executive officers to ensure they achieve the goal ofRunning Right and to align our executive compensation structure with our stockholders’ interests and current market practices. The“Compensation Discussion and Analysis” describes Alpha’s executive compensation program and the decisions made by the compensation committee in 2011 in more detail. Please read “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement for additional details about our executive compensation programs, including information about the fiscal year 2011 compensation paid to our NEOs.

Alpha has had a long-standing tradition of delivering performance results for our stockholders, customers and the community. Key highlights of our 2011 business performance are as follows:

• Total Revenues of $7.1 billion in 2011, up 81% from 2010.

• Record 2011 Adjusted EBITDA from Continuing Operations of $1.21 billion*, up 50% from 2010.

• Coal shipments totaled 106.3 million tons, compared with 84.8 million tons in 2010.

• Metallurgical coal shipments in 2011 rose to 19.2 million tons, up 62% from 11.9 million tons shipped during 2010.

• 42% increase in the average coal sales realization per ton on Alpha’s metallurgical coal shipments.

• Overall successfully integrating Massey and on track to achieve our target annual synergies of $220 million to $260 million by mid-year 2013.

• 84 operations reporting zero lost time accidents in 2011.

• 65 operations had zero reportable injuries in 2011.

• Six of our operations were honored with the 2011 Mountaineer Guardian safety award.

• Removal of two Massey mines, Randolph and Revolution, from the MSHA PPOV list.

• Former Massey mines had a 25% improvement in the Non-Fatal Days Lost rate and a 17% improvement in Total Reportable Incident Rate from June through December 2011, as compared to January through May 2011.

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• Number of elevated MSHA enforcement actions at former Massey operations in the fourth quarter of 2011 decreased by approximately 45% compared to the third quarter of 2011.

• Improvement in employee turnover rate at former Massey mines over the last several months and is currently in the mid-single digits.

*The GAAP Reconciliation is set forth in “Executive Compensation — Compensation Discussion and Analysis.”

As described in the“Executive Compensation — Compensation Discussion and Analysis,” related tables and narrative sections in this proxy statement, the majority of our executive compensation program is ‘at-risk’ and based on the achievement of Company business goals established at the time of our board approving the upcoming year’s annual corporate budget. We believe that our executive compensation program has played a material role in our ability to drive strong financial results and attract and retain a highly experienced, successful team to manage Alpha.

We are asking our stockholders to indicate their support for the compensation paid to our NEOs as described in this proxy statement. This proposal gives our stockholders the opportunity to express their views on the compensation paid to our executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation paid to our executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, we ask our stockholders to vote “FOR,” on an advisory basis, the compensation paid to our executive officers by adopting the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the“Compensation Discussion and Analysis,”compensation tables and narrative discussion is hereby APPROVED.”

As an advisory vote, your vote will not be binding on the Company or the board of directors. However, our board of directors and our compensation committee, which is responsible for designing and administering the Company’s executive compensation program, value the opinions of our stockholders and to the extent there is any significant vote against the compensation paid to our executive officers, we will consider our stockholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS

PROPOSAL NO. 3

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EQUITY COMPENSATION PLAN INFORMATION

Equity Compensation Plan Information Table

This table provides information about our common stock subject to equity compensation plans as of December 31, 2011:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2) (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders		1,764,262	(1)	$	7.47		2,445,540
Equity compensation plans not approved by security holders		2,221,574	(4)	$	24.48		3,673,318	(3)
Total		3,985,836		$	21.92		6,118,858

(1) Of this total, the following amounts are related to the 2004 Stock Incentive Plan: 171,580 are shares underlying outstanding stock options; 573,736 are share units; and 224,822 are performance share units (assuming performance at a maximum level). In addition, the following amounts are related to the 2010 Long-Term Incentive Plan: 341,118 are share units; and 453,006 are performance share units (assuming performance at a maximum level).

(2) The weighted average exercise price does not take into account the share units and performance share units.

(3) The entire amount available for awards under the 2010 Long-Term Incentive Plan is 2,445,540. The 2010 Long-Term Incentive Plan authorizes the issuance of an aggregate of up to 3,250,000 shares (as restricted stock, restricted share units, performance grants, pursuant to the exercise of stock options or stock appreciation rights or in payment, or pursuant to the exercise, of such other awards as the compensation committee, in its discretion, may determine). The entire amount available for awards under the 2006 Stock and Incentive Compensation Plan is 3,673,318. The Company will not issue any additional awards under the 2004 Stock Incentive Plan, 2005 Long-Term Incentive Plan or 2004 Long-Term Incentive Plan.

(4) Of this total, the following amounts are related to the 2005 Long-Term Incentive Plan: 129,650 are shares underlying outstanding stock options with a weighted average exercise price of $19.09; 294,982 are share units; and 948,906 are performance share units (assuming performance at a maximum level). In addition, this total is comprised of 40,847 shares underlying outstanding stock options related to the 2004 Long-Term Incentive Plan with a weighted average exercise price of $12.73; 640,043 shares underlying outstanding stock options related to the 2006 Stock and Incentive Compensation Plan with a weighted average exercise price of $26.20; 464 shares underlying outstanding stock options related to the 1999 Executive Performance Incentive Plan with a weighted average exercise price of $33.86; and 166,682 shares underlying outstanding stock options related to the 1996 Executive Stock Plan with a weighted average exercise price of $24.98.

The 2004 Long-Term Incentive Plan and 2005 Long-Term Incentive Plan

The 2004 Long-Term Incentive Plan and 2005 Long-Term Incentive Plan were each previously approved by Legacy Alpha’s stockholders and assumed by the Company at the time of the Foundation Merger. The 2005 Long-Term Incentive Plan reserved a maximum of 8,838,841 shares of common stock for issuance pursuant to awards and the 2004 Long-Term Incentive Plan reserved a maximum of 596,985 shares of common stock for issuance pursuant to awards, subject to certain adjustments in each case. Following stockholder approval of the

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2010 Long-Term Incentive at the 2010 annual meeting of stockholders, no new awards may be granted pursuant to these plans. The compensation committee administered and interpreted the 2004 Long-Term Incentive Plan and 2005 Long-Term Incentive Plan and was authorized to make the following types of awards: stock options; stock appreciation rights; restricted stock and restricted stock units; performance grant awards and other share-based awards. The 2004 Long-Term Incentive Plan terminates on November 9, 2014 and the 2005 Long-Term Incentive Plan terminates on May 14, 2018. While awards granted under the 2004 Stock Incentive Plan, the 2005 Long-Term Incentive Plan and 2004 Long-Term Incentive Plan continue to be subject to the terms and conditions of the applicable plan and any shares to be issued pursuant to such awards will be covered by the applicable plan, all awards granted after the 2010 annual meeting of stockholders have been and will continue to be granted under only the 2010 Long-Term Incentive Plan, unless the Company’s stockholders approve “Proposal 2 — Approval of the 2012 Long-Term Incentive Plan.” If the stockholders approve the proposal set forth under“Proposal 2 — Approval of the 2012 Long-Term Incentive Plan,” the Company will not grant any future awards under the 2010 Long-Term Incentive Plan after the date of the Annual Meeting.

The 2006 Stock and Incentive Compensation Plan, 1999 Executive Performance Incentive Plan, and 1996 Executive Stock Plan

In connection with the Massey Acquisition, Massey Energy Company (renamed Alpha Appalachia Holdings, Inc., “Alpha Appalachia”) became a wholly-owned subsidiary of Alpha. The Alpha Appalachia 2006 Stock and Incentive Compensation Plan, 1999 Executive Performance Incentive Plan, and 1996 Executive Stock Plan were each previously approved and assumed by the Company, effective June 1, 2011. The maximum number of shares that are issuable under the 2006 Stock and Incentive Compensation Plan cannot exceed 6,110,500 shares plus the number of restricted stock or unexercised vested or unvested stock options previously granted under the 1999 Executive Performance Incentive Plan and the 1996 Executive Stock Plan. The compensation committee administers and interprets the 2006 Stock and Incentive Compensation Plan, 1999 Executive Performance Incentive Plan, and 1996 Executive Stock Plan and, at the time of the Massey Acquisition, Alpha Appalachia was only authorized to make the following types of awards under the 2006 Stock and Incentive Compensation Plan: incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted units, unrestricted stock, and incentive awards. The 2006 Stock and Incentive Compensation Plan terminates on May 15, 2016.If the stockholders approve the proposal set forth under “Proposal 2 — Approval of the 2012 Long-Term Incentive Plan,” the Company will not grant any future awards under the 2006 Stock and Incentive Compensation Plan after the date of the Annual Meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes show information as of March 27, 2012, regarding the beneficial ownership of our common stock by:

• each person who is known by us to own beneficially more than five percent of our common stock;

• each member of our board of directors and each of our NEOs; and

• all members of our board of directors and our executive officers as a group.

The number of shares and percentages of beneficial ownership set forth below are based on 220,255,314 shares of our common stock issued and outstanding as of March 27, 2012.

Name of Beneficial Owner	Number of Shares Owned(1)		Right to Acquire(2)		Total			Percentage
BlackRock, Inc.		26,529,342		—		26,529,342	(3)		12.04	%
40 East 52nd Street, New York, NY 10022
FMR LLC		16,620,754		—		16,620,754	(4)		7.55	%
82 Devonshire Street, Boston, MA 02109
The Vanguard Group, Inc.		11,718,883		—		11,718,883	(5)		5.32	%
100 Vanguard Boulevard, Malvern, PA 24209
Kevin S. Crutchfield		251,908		33,950		285,858	(6)		*
Frank G. Wood		78,429		80,079		158,508	(7)		*
Kurt D. Kost		74,546		—		74,546	(8)		*
Paul H. Vining		—		—		—	(9)		*
Randy L. McMillion		57,554		—		57,554	(10)		*
Allen Scott Pack, Jr.		43,668		—		43,668	(11)		*
William J. Crowley, Jr.		28,021		—		28,021	(12)		*
E. Linn Draper, Jr.		16,514		—		16,514	(13)		*
Glenn A. Eisenberg		6,514		2,000		8,514	(14)		*
Deborah M. Fretz		1,000		—		1,000	(15)		*
P. Michael Giftos		11,899		—		11,899	(16)		*
Michael J. Quillen		366,552		—		366,552	(17)		*
Joel Richards, III		10,105		—		10,105	(18)		*
James F. Roberts		95,840		—		95,840	(19)		*
Ted G. Wood		6,514		—		6,514	(20)		*
All Executive Officers and Directors as a Group (17 persons)(21)		1,132,368		119,171		1,251,539			*

* Less than 1% of shares outstanding

(1) The shares of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote, or direct the voting of, such security, or investment power, which includes the power to dispose of, or to direct the disposition of, such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

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(2) The numbers in this column represent shares underlying stock options, which are exercisable within 60 days of March 27, 2012.

(3) The information for BlackRock, Inc. (“BlackRock”) is based solely on information furnished in the Schedule 13G filed by BlackRock with the SEC on January 10, 2012, as a parent holding company, in which it reported that it has (i) sole voting power with respect to 26,529,342 shares of our common stock, (ii) shared voting power with respect to zero shares of our common stock, (iii) sole dispositive power with respect to 26,529,342 shares of our common stock and (iv) shared dispositive power with respect to zero shares of our common stock.

(4) The information for FMR LLC is based solely on information furnished in the Schedule 13G/A filed by FMR LLC with the SEC on March 12, 2012, as a parent holding company, in which it reported that it had (i) sole voting power with respect to 137,595 shares of our common stock, (ii) shared voting power with respect to zero shares of our common stock, (iii) sole dispositive power with respect to 16,620,754 shares of our common stock and (iv) shared dispositive power with respect to zero shares of our common stock.

(5) The information for The Vanguard Group, Inc. (“Vanguard”) is based solely on information furnished in the Schedule 13G filed by Vanguard with the SEC on February 7, 2012, in which it reported that it has (i) sole voting power with respect to 314,250 shares of our common stock, (ii) shared voting power with respect to zero shares of our common stock; (iii) sole dispositive power with respect to 11,404,633 shares of our common stock; and (iv) shared dispositive power with respect to 314,250 shares of our common stock.

(6) This number does not include 156,026 restricted stock units or any performance share units that have been issued to Mr. Crutchfield under our equity incentive plans.

(7) This number does not include 55,795 restricted stock units or any performance share units that have been issued to Mr. Wood under our equity incentive plans.

(8) This number does not include 93,536 restricted stock units or any performance share units that have been issued to Mr. Kost under our equity incentive plans.

(9) This number does not include 42,800 restricted stock units or any performance share units that have been issued to Mr. Vining under our equity incentive plans.

(10) This number does not include 78,378 restricted stock units or any performance share units that have been issued to Mr. McMillion under our equity incentive plans.

(11) This number does not include any performance share units that have been issued to Mr. Pack under our equity incentive plans.

(12) This number includes 4,336 shares of common stock owned by Mr. Crowley’s wife. This number does not include 5,461 restricted stock units that have been issued to Mr. Crowley under our equity incentive plans.

(13) Includes beneficial ownership of 6,514 shares of restricted stock issued under our equity incentive plans. This number does not include 7,201 restricted stock units that have been issued to Mr. Draper under our equity incentive plans and does not include 20,413 share units, which are described in more detail in “Corporate Governance and Related Matters — Additional Information Regarding Our Director Compensation Table.”

(14) Includes beneficial ownership of 6,514 shares of restricted stock issued under our equity incentive plans. This number does not include 7,201 restricted stock units that have been issued to Mr. Eisenberg under our equity incentive plans.

(15) This number does not include 4,823 restricted stock units that have been issued to Ms. Fretz under our equity incentive plans.

(16) This number does not include 5,461 restricted stock units that have been issued to Mr. Giftos under our equity incentive plans.

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(17) This number includes 118,492 shares of our common stock that are held by Michael J. Quillen, L.L.C. and 35,000 shares of our common stock that are held by Mr. Quillen’s spouse. This number does not include 5,981 restricted stock units or any performance share units that have been issued to Mr. Quillen under our equity incentive plans.

(18) This number does not include 5,461 restricted stock units that have been issued to Mr. Richards under our equity incentive plans.

(19) This number does not include 6,700 restricted stock units that have been issued to Mr. Roberts under our equity incentive plans.

(20) Includes beneficial ownership of 6,514 shares of restricted stock issued under our equity incentive plans. This number does not include 7,201 restricted stock units that have been issued to Mr. Wood under our equity incentive plans.

(21) This number does not include an additional 69,180 restricted stock units issued under our equity incentive plans.

Brokerage account agreements may grant security interests in securities held at the broker to secure payment and performance obligations of the brokerage account holder in the ordinary course. Shares shown in the table for directors, director nominees and executive officers may be subject to this type of security interest.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Alpha’s directors and executive officers and persons who own more than ten percent of a registered class of Alpha’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Alpha’s equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish Alpha with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, Alpha believes that all reporting requirements under Section 16(a) for the fiscal year ended December 31, 2011, were met in a timely manner by its directors, executive officers, and greater than ten percent beneficial owners.

POLICY WITH RESPECT TO RELATED PERSON TRANSACTIONS

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

Our board approved and adopted a written policy which details the procedures for the review, approval and monitoring of transactions involving us and “related persons” (directors, executive officers, nominees to become directors, stockholders owning more than 5% of our common stock, any immediate family member of any of the foregoing persons, or any entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest). The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

Approval Procedures. Whenever a director or executive officer of the Company has any question about whether he (or an immediate family member) has an indirect material interest in a transaction between the Company and another entity, person or organization, the director or executive officer shall review the matter with the general counsel. Once identified, the following are the steps we take with respect to approving related party transactions or their amendment:

• Prior to entering into a transaction covered by the policy, notice will be given to our general counsel of the facts and circumstances of the proposed transactions including (i) the related person’s relationship to us and interest in the transaction, (ii) material facts of the proposed transaction (including proposed aggregate value or, in the case of indebtedness, amount of principal that is involved), (iii) benefits to us of the proposed transaction, (iv) if applicable, the availability of other sources of comparable products or services, and (v) an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. Our general counsel will assess whether the proposed transaction is a related person transaction for purposes of the policy.

• If our general counsel determines that the proposed transaction is a related person transaction, the proposed transaction will be submitted to our audit committee for consideration at the next committee meeting or, in those instances in which our general counsel, in consultation with our chief executive officer, determines that it is not practicable or desirable for us to wait until the next committee meeting, to our chairman of the audit committee (who possesses delegated authority to act between committee meetings).

• Our chairman of the audit committee or our audit committee, as applicable, will consider the facts and circumstances of the proposed transaction. After our chairman of the audit committee or our audit committee, as applicable, makes a determination regarding the proposed transaction, such decision will be conveyed to our general counsel who will communicate their decision to the appropriate persons at Alpha. In the event our chairman of the audit committee reviews the proposed transaction and makes a decision with respect thereto, he will report the same to our audit committee at its next meeting.

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Ratification Procedures. In connection with this process or otherwise, if our chief executive officer, chief financial officer, or general counsel becomes aware of a “related person” transaction that has not been previously approved or ratified under our policy, the following steps are taken:

• If the transaction is pending or on-going, it will be submitted to our chairman of the audit committee or audit committee, as applicable, who will consider all of the facts and circumstances and, based on that review, evaluate all options including ratification, amendment or termination of such transaction.

• If the transaction is completed, our chairman of the audit committee or audit committee, as applicable, will evaluate the transaction to determine if rescission of the transaction or disciplinary action is appropriate and will request our general counsel to evaluate our controls and procedures to ascertain the reason the transaction was not submitted in accordance with the approval procedures described above and whether any changes to those procedures are recommended.

Ongoing Transactions. At our audit committee’s first meeting of each fiscal year, our committee will review any previously approved or ratified “related person” transactions that remain on-going. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the committee shall determine if it is in the best interests of the Company and its stockholders to continue, modify or terminate the related person transaction.

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REPORT OF THE AUDIT COMMITTEE

The audit committee of the Company’s board of directors is currently composed of three non-employee directors and operates under a written charter adopted by the board of directors. The committee charter is available on the Company’s web site (www.alphanr.com).

The Company’s management is responsible for the Company’s financial reporting processes, including the system of internal controls. The independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements and for issuing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The independent registered public accounting firm is also responsible for performing an audit of the effectiveness of internal controls over financial reporting and expressing an opinion on internal control over financial reporting. The audit committee oversees the Company���s financial reporting processes on behalf of the board of directors.

In this context, the audit committee has met and held discussions with management, our internal auditors and the independent registered public accounting firm. Management represented to the audit committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the audit committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The audit committee has also discussed internal control over financial reporting with management and the independent registered public accounting firm. The audit committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU § 380) as adopted by the Public Company Accounting Oversight Board in Rule 3200T, regarding the independent accountant’s communications with the audit committee concerning independence, the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

In addition, the audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Accounting Oversight Board and has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management. In concluding that the firm is independent, the audit committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The audit committee discussed with the Company’s independent registered public accounting firm and our internal auditors the overall scope and plans for their respective audits. The audit committee meets with the independent registered public accounting firm at least quarterly, with and without management present, to discuss the results of their audit, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors, and the board of directors has approved, that the audited consolidated financial statements and management’s report on internal control over financial reporting be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for filing with the SEC. The audit committee approved, and the board of directors ratified, the selection of the Company’s independent registered public accounting firm.

Glenn A. Eisenberg,Chairman

William J. Crowley, Jr.

P. Michael Giftos

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents fees billed for professional audit services rendered by KPMG LLP (“KPMG”) for the audit of Alpha’s annual financial statements for the years ended December 31, 2011 and December 31, 2010, and fees for other services rendered by KPMG during those periods.

Fees of Independent Registered Public Accounting Firm

For work performed in regard to fiscal years 2011 and 2010, Alpha paid KPMG the following fees for services, as categorized:

	Fiscal 2011		Fiscal 2010
	(In millions)		(In millions)
Audit fees(1)	$	4.4	$	2.7
Audit-related fees(2)		—	$	0.4
Tax fees(3)		—	$	0.1
All other fees		—		—
Total	$	4.4	$	3.2

(1) For fiscal years 2010 and 2011, includes KPMG fees for audit services relating to the annual audit of the Company’s consolidated financial statements, the audit of the effectiveness of internal control over financial reporting, quarterly reviews, services that are normally provided by the accountants in connection with statutory or regulatory filings or engagements, and accounting consultations. Also includes reimbursement of out of pocket expenses of $0.3 million in each of 2010 and 2011.

(2) For fiscal year 2010, includes KPMG fees for due diligence services and analysis of accounting policies.

(3) For fiscal year 2010, includes KPMG fees for review of federal and state income tax returns, preparation of tax basis balance sheets, transaction cost studies and other income tax consultations.

Policy for Approval of Audit and Permitted Non-audit Services

Our audit committee’s policy is to review in advance, and grant any appropriate pre-approvals of (i) all auditing services to be performed by the independent auditor and (ii) all non-audit services to be provided by the independent auditor as permitted by Section 10A of the Exchange Act, and, in connection therewith, to approve all fees and other terms of such engagement, provided that pre-approval of de minimis services shall not be required to the extent provided by, and subject to the requirements of, the Exchange Act. Our audit committee will consider annually for pre-approval a list of specific services and categories of services, including audit and audit-related services, for the upcoming or current fiscal year. All non-audit services are approved by our audit committee in advance in accordance with our policy on a case-by-case basis. Any service that is not included in the approved list of services or that does not fit within the definition of a pre-approved service is required to be presented separately to our chairman of the audit committee or our audit committee for consideration at its next regular meeting or, if earlier consideration is required, by other means of communication. If the estimated fees for non-audit services are $100,000 or less, management must contact our chairman of the audit committee to obtain his approval. If such fees are in excess of $100,000, management must seek the approval of the entire audit committee. In 2011, all KPMG professional fees were pre-approved in accordance with the Company’s pre-approval policies then in place.

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PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The fourth proposal item to be voted on is to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

The audit committee approved, and the board of directors has ratified, that KPMG act as Alpha’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The board of directors has directed that such appointment be submitted to Alpha’s stockholders for further ratification at the Annual Meeting.

Stockholder ratification of the appointment of KPMG as Alpha’s independent registered public accounting firm is not required. The board of directors, however, is submitting the appointment to the stockholders for ratification as a matter of good corporate governance practice. If the stockholders do not ratify the appointment, the audit committee will reconsider whether or not to retain KPMG or another firm.

Representatives of KPMG are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire. They will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

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********************

YOUR VOTE IS VERY IMPORTANT. WE URGE YOU TO VOTE IN ANY ONE OF THE FOLLOWING THREE WAYS:

• MARK, SIGN, DATE AND PROMPTLY RETURNthe enclosed proxy card in the postage-paid envelope.

• USE THE TOLL-FREE TELEPHONE NUMBERshown on the proxy card.

• VIA THE INTERNETif provided by your broker; use the website shown on your proxy card.

Any proxy may be revoked at any time before your shares are voted at the Annual Meeting.

By Order of the Board of Directors

VAUGHN R. GROVES

Executive Vice President, General

Counsel and Secretary

April 4, 2012

Bristol, Virginia

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APPENDIX A

ALPHA NATURAL RESOURCES, INC.

2012 LONG-TERM INCENTIVE PLAN

Section 1.Purpose.  The purpose of this Plan is 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 the Company.

Section 2.  Definitions.  Certain capitalized terms applicable to this Plan are set forth in Appendix A.

Section 3.  Administration.  This Plan shall be administered by the Committee. The Committee shall have all the powers vested in it by the terms of this Plan, such powers to include, but not limited to, exclusive authority to select the Eligible Persons to be granted Awards under this Plan, to determine the type, size, terms and conditions of the Award to be made to each Eligible Person selected, to modify or waive the terms and conditions of any Award that has been granted, to determine the time when Awards will be granted, to establish performance objectives, to make any adjustments necessary or desirable as a result of the granting of Awards to Eligible Persons located outside the United States, to prescribe the form of the agreements evidencing Awards made under this Plan, and to incorporate clawback or other recoupment provisions to Awards granted hereunder. Awards may, in the discretion of the Committee, be made under this Plan in assumption of, or in substitution for, outstanding Awards previously granted by (i) the Company, (ii) any predecessor of the Company, or (iii) a company acquired by the Company or with which the Company combines. The number of Common Shares underlying such substitute awards shall be counted against the aggregate number of Common Shares available for Awards under this Plan.

The Committee is authorized to interpret this Plan and the Awards granted under this Plan, to establish, amend and rescind any rules and regulations relating to this Plan, and to make any other determinations that it deems necessary or desirable for the administration of this Plan. The Committee may correct any defect or omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of this Plan, as described in this Plan, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their Beneficiaries or Permitted Transferees). The Committee may act only by a majority of its members, except that the members thereof may authorize any one or more of their members or any officer of the Company to execute and deliver documents or to take any other ministerial action on behalf of the Committee with respect to Awards made or to be made to Participants.

No member of the Committee and no officer of the Company shall be liable for anything done or omitted to be done by such member or officer, by any other member of the Committee or by any other officer of the Company in connection with the performance of duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute. In addition to all other rights of indemnification and reimbursement to which a member of the Committee and an officer of the Company may be entitled, the Company shall indemnify and hold harmless each such member or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed proceeding or suit in connection with the performance of duties under this Plan against expenses (including reasonable attorneys’ fees), judgments, fines, liabilities, losses and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceeding or suit, except for his or her own willful misconduct or as expressly provided otherwise by statute. Expenses (including reasonable attorneys’ fees) incurred by such a member or officer in defending any such proceeding or suit shall be paid by the Company in advance of the final disposition of such proceeding or suit upon receipt of a written affirmation by such member or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by or on behalf of such member or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section.

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Section 4.  Participation.Consistent with the purposes of this Plan, the Committee shall have exclusive power to select the Eligible Persons who may participate in this Plan and be granted Awards under this Plan. Eligible Persons may be selected individually or by groups or categories, as determined by the Committee in its discretion.

Section 5.  Awards under this Plan.

(a)Types of Awards. Awards under this Plan may include, but need not be limited to, one or more of the following types, either alone or in any combination thereof: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Performance Grants and (vi) any other type of Award deemed by the Committee in its discretion to be consistent with the purposes of this Plan (including, but not limited to, Other Share-Based Awards, and Awards to be made to Participants who are foreign nationals or are employed or performing services outside the United States).

(b)Maximum Number of Common Shares that May be Issued. The maximum aggregate number of Common Shares available for issuance under Awards granted under this Plan, including Incentive Stock Options, shall not exceed the sum of (i) 6,400,000 and (ii) the number of Common Shares that are represented by restricted stock unit and performance awards which previously have been granted and are outstanding under the Alpha Natural Resources, Inc. 2010 Long-Term Incentive Plan as of the Effective Date that result from the expiration or lapse of such awards, are forfeited or cancelled, or result from such awards being settled without the delivery of the full number of Common Shares underlying such awards or are settled for cash, at any time after the Effective Date. No Eligible Person may receive: (i) Stock Options or Stock Appreciation Rights under this Plan for more than 750,000 Common Shares in any one fiscal year of the Company; (ii) Performance Grants (denominated in Common Shares) for more than 1,000,000 Common Shares in any one fiscal year of the Company and (iii) Performance Grants (denominated in cash) for more than $10,000,000 in any one fiscal year of the Company. The foregoing limitations shall be subject to adjustment as provided in Section 16. Common Shares issued pursuant to this Plan may be either authorized but unissued shares, treasury shares, reacquired shares or any combination thereof. If any Award is forfeited or cancelled, or terminates unexercised, or if an Award is otherwise settled without the delivery of the full number of Common Shares underlying the Award, then such Common Shares shall be or become available for issuance under this Plan; provided, however, that Common Shares (i) delivered in payment of the exercise price of a Stock Option, (ii) not issued upon settlement of Stock Appreciation Rights, or (iii) delivered to or withheld by the Company to pay withholding taxes shall not become available again for issuance under this Plan. To the extent that any Awards are paid in cash, and not in Common Shares, such Awards shall not count against the aggregate share limit under this Plan.

(c)Rights with Respect to Common Shares and Other Securities. Except as provided in subsection 8(c) with respect to Awards of Restricted Stock and unless otherwise determined by the Committee in its discretion, a Participant to whom an Award is made (and any Person succeeding to such a Participant’s rights pursuant to this Plan) shall have no rights as a stockholder with respect to any Common Shares or as a holder with respect to other securities, if any, issuable pursuant to any such Award until the date a stock certificate evidencing such Common Shares or other evidence of ownership is issued to such Participant or until Participant’s ownership of such Common Shares shall have been entered into the books of the registrar in the case of uncertificated shares.

Section 6.Stock Options. The Committee may grant Stock Options; provided that an Incentive Stock Option may be granted only to Eligible Persons who are employees of Alpha or any parent or subsidiary of Alpha within the meaning of Code Sections 424(e) and (f), including a subsidiary which becomes such after adoption of the Plan. Each Stock Option granted or sold under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time in accordance with this Plan and shall comply with the applicable terms and conditions of this Section and this Plan, and with such other terms and conditions, including, but not limited to, restrictions upon the Stock Option or the Common Shares issuable upon exercise thereof, as the Committee, in its discretion, shall establish.

(a)The exercise price of a Stock Option shall not be less than the Fair Market Value of the Common Shares subject to such Stock Option on the date of grant, as determined by the Committee;

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provided, however, if an Incentive Stock Option is granted to a Ten Percent Employee, such exercise price shall not be less than 110% of such Fair Market Value at the time the Stock Option is granted.

(b)The Committee shall determine the number of Common Shares to be subject to each Stock Option.

(c)Any Stock Option may be exercised during its term only at such time or times and in such installments as the Committee may establish.

(d)A Stock Option shall not be exercisable:

(i)in the case of any Incentive Stock Option granted to a Ten Percent Employee, after the expiration of five years from the date it is granted, and, in the case of any other Stock Option, after the expiration of ten years from the date it is granted; and

(ii)no shares shall be issued unless payment in full is made for the shares being acquired under such Stock Option at the time of exercise as provided in subsection 6(h).

(e)The Committee shall determine in its discretion and specify in each agreement evidencing a Stock Option the effect, if any, the termination of the Participant’s employment with or performance of services for the Company shall have on the exercisability of the Stock Option; provided, however, that an Incentive Stock Option that is exercised at a time that is beyond the time an Incentive Stock Option may be exercised in order to qualify as such under the Code shall cease to be an Incentive Stock Option.

(f)In the case of an Incentive Stock Option, the amount of the aggregate Fair Market Value of Common Shares (determined at the time of grant of the Stock Option) with respect to which Incentive Stock Options are exercisable for the first time by an employee of the Company during any calendar year (under all such plans of his or her employer corporation and its parent and subsidiary corporations) shall not exceed $100,000 or such other amount as is specified in the Code.

(g)It is the intent of Alpha that Nonqualified Stock Options granted under this Plan not be classified as Incentive Stock Options, that the Incentive Stock Options granted under this Plan be consistent with and contain or be deemed to contain all provisions required under Section 422 and the other appropriate provisions of the Code and any implementing regulations (and any successor provisions thereof), and that any ambiguities in construction shall be interpreted in order to effectuate such intent. If a Stock Option is intended to be an Incentive Stock Option, and if for any reason such Stock Option (or portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Stock Option (or portion thereof) shall be regarded as a Nonqualified Stock Option granted under this Plan; provided that such Stock Option (or portion thereof) otherwise complies with this Plan’s requirements relating to Nonqualified Stock Options. In no event shall any member of the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of a Stock Option to qualify for any reason as an Incentive Stock Option.

(h)For purposes of payments made to exercise Stock Options, such payment shall be made in such form (including, but not limited to, cash, Common Shares owned by the Participant or Common Shares subject to the Stock Option, the surrender of another outstanding Award under this Plan, broker assisted cashless exercise or any combination thereof) as the Committee may determine in its discretion.

(i)If the exercise of a Stock Option is prevented by subsection 18(e), the Stock Option shall remain exercisable until thirty days after the date such exercise first would no longer be prevented by such provision, but in any event no later than the expiration date of such Stock Option.

Section 7.Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights. Each Award of Stock Appreciation Rights granted under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time in accordance with this Plan and shall comply with the applicable terms and conditions of this Section and this Plan, and with such other terms and conditions, including, but not limited to, restrictions upon the Award of Stock Appreciation Rights or the Common Shares issuable upon exercise thereof, as the Committee, in its discretion, shall establish.

(a)The Committee shall determine the number of Common Shares to be subject to each Award of Stock Appreciation Rights.

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(b)Any Stock Appreciation Right may be exercised during its term only at such time or times and in such installments as the Committee may establish and shall not be exercisable after the expiration of ten years from the date it is granted.

(c)The Committee shall determine in its discretion and specify in each agreement evidencing an Award of Stock Appreciation Rights the effect, if any, the termination of the Participant’s employment with or performance of services for the Company shall have on the exercisability of the Award of Stock Appreciation Rights.

(d)An Award of Stock Appreciation Rights shall entitle the holder to exercise such Award and to receive from Alpha in exchange thereof, without payment to Alpha, that number of Common Shares having an aggregate value equal to the excess of the Fair Market Value of one Common Share, at the time of such exercise, over the exercise price, times the number of Common Shares subject to the Award, or portion thereof, that is so exercised or surrendered, as the case may be. Stock Appreciation Rights shall have an exercise price no less than the Fair Market Value of the Common Shares covered by the right on the date of grant.

(e)A Stock Appreciation Right may provide that it shall be deemed to have been exercised at the close of business on the business day preceding the expiration date of the Stock Appreciation Right, or such other date as specified by the Committee, if at such time such Stock Appreciation Right has a positive value. Such deemed exercise shall be settled or paid in the same manner as a regular exercise thereof as provided in subsection 7(d) of this Plan.

(f)If the exercise of a Stock Appreciation Right is prevented by subsection 18(e), the Stock Appreciation Right shall remain exercisable, subject to subsection 7(e), until thirty days after the date such exercise first would no longer be prevented by such provision, but in any event no later than the expiration date of such Stock Appreciation Right.

Section 8.Restricted Stock and Restricted Stock Units. The Committee may grant Awards of Restricted Stock and Restricted Stock Units. Each Award of Restricted Stock or Restricted Stock Units under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time in accordance with this Plan and shall comply with the applicable terms and conditions of this Section and this Plan, and with such other terms and conditions as the Committee, in its discretion, shall establish.

(a)The Committee shall determine the number of Common Shares to be issued to a Participant pursuant to the Award of Restricted Stock or Restricted Stock Units, and the extent, if any, to which they shall be issued in exchange for cash, other consideration, or both.

(b)Until the expiration of such period as the Committee shall determine from the date on which the Award is granted and subject to such other terms and conditions as the Committee, in its discretion, shall establish (the “Restricted Period”), a Participant to whom an Award of Restricted Stock is made shall be issued, but shall not be entitled to the delivery of, a stock certificate or other evidence of ownership representing the Common Shares subject to such Award. The standard vesting schedule applicable to Awards of Restricted Stock and Restricted Stock Units shall provide for vesting of such Awards, in one or more increments, over a service period of no less than three years or, in the case of Performance Grants, a performance period of no less than one year (in each case, not including special vesting terms set forth therein); provided, however, this limitation shall not apply to Awards granted to non-employee directors of the Board that are received pursuant to the Company’s compensation program applicable to non-employee directors of the Board, or adversely affect a Participant’s rights under another plan or agreement with the Company.

(c)Unless otherwise determined by the Committee in its discretion, a Participant to whom an Award of Restricted Stock has been made (and any Person succeeding to such a Participant’s rights pursuant to this Plan) shall have, after issuance of a certificate for the number of Common Shares awarded (or after the Participant’s ownership of such Common Shares shall have been entered into the books of the registrar in the case of uncertificated shares) and prior to the expiration of the Restricted Period, ownership of such

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Common Shares, including the right to vote such Common Shares and to receive dividends or other distributions made or paid with respect to such Common Shares, provided that, such Common Shares, and any new, additional or different shares, or Other Alpha Securities or property, or other forms of consideration that the Participant may be entitled to receive with respect to such Common Shares as a result of a stock split, stock dividend or any other change in the corporation or capital structure of Alpha, shall be subject to the restrictions set forth in the Award and this Plan.

(d)The Committee shall determine in its discretion and specify in each agreement evidencing an Award of Restricted Stock or Restricted Stock Units the effect, if any, the termination of the Participant’s employment with, or performance of services for, the Company during the Restricted Period shall have on such Award.

(e)The Committee may grant Dividend Equivalents to Participants in connection with Awards of Restricted Stock Units. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Common Shares, or other investment vehicles as the Committee may specify; provided that, unless otherwise determined by the Committee, Dividend Equivalents shall be subject to all conditions and restrictions of the underlying Restricted Stock Units to which they relate.

(f)Notwithstanding the foregoing, cash and stock dividends and Dividend Equivalents with respect to Restricted Stock and Restricted Stock Units that are granted as Performance Grants shall vest only if and to the extent that the underlying Performance Grant vests, as determined by the Committee.

Section 9.Performance Grants.

(a)Grant. Subject to the limitations set forth in Section 5(b), the Committee may grant a Performance Grant which shall consist of a right that is (i) denominated and/or payable in cash, Common Shares or any other form of Award issuable under this Plan (or any combination thereof) (other than Stock Options or Stock Appreciation Rights), (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals applicable to such performance periods as the Committee shall establish and (iii) payable at such time and in such form as the Committee shall determine. The Committee may award Performance Grants that are intended to be performance-based compensation under Section 162(m) of the Code. Unless otherwise determined by the Committee, any such Performance Grant shall be evidenced by an Award agreement containing the terms of the Award, including, but not limited to, the performance criteria and such terms and conditions as may be determined, from time to time, by the Committee, in each case, not inconsistent with this Plan. In relation to any Performance Grant, the performance period may consist of one or more calendar years or other fiscal period of at least 12 months in length for which performance is being measured.

(b)Terms and Conditions. For Performance Grants intended to be performance-based compensation under Section 162(m) of the Code, the Performance Grants shall be conditioned upon the achievement of pre-established goals relating to one or more of the following performance measures, as determined in writing by the Committee and subject to such modifications as specified by the Committee: cash flow; cash flow from operations; earnings (including, but not limited to, earnings before interest, taxes, depreciation and amortization or some variation thereof); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt; debt reduction; working capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; productivity; delivery performance; safety record and/or performance; environmental record and/or performance; stock price; return on equity; total or relative increases to stockholder return; return on invested capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; and completion of acquisitions, business expansion, product diversification, new or expanded market penetration, and other non-financial operating and management performance objectives. To the extent consistent with Section 162(m) of the Code, the

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Committee may determine that certain adjustments shall apply, in whole or in part, in such manner as determined by the Committee, to exclude or include the effect of specified events that occur during a performance period, including the following: the impairment of tangible or intangible assets; asset write-downs; litigation or claim judgments or settlements; acquisitions or divestitures; gains/losses on the sale of assets; foreign exchange gains and/or losses; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; business combinations, reorganizations and/or restructuring programs, including, but not limited to, reductions in force and early retirement incentives; currency fluctuations; and any extraordinary, unusual, infrequent or non-recurring items, including, but not limited to, such items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in Alpha’s annual report for the applicable period. Performance measures may be determined either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary entity thereof, either individually, alternatively or in any combination, and measured over a period of time including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous fiscal years’ results or to a designated comparison group, in each case as specified by the Committee.

(c)Preestablished Performance Goals. For Performance Grants intended to be performance-based compensation under Section 162(m) of the Code, performance goals relating to the performance measures set forth above shall be preestablished in writing by the Committee, and achievement thereof certified in writing prior to payment of the Award, as required by Section 162(m) and Treasury Regulations promulgated thereunder. All such performance goals shall be established in writing no later than ninety (90) days after the beginning of the applicable performance period. In addition to establishing minimum performance goals below which no compensation shall be payable pursuant to a Performance Grant, the Committee, in its sole discretion, may create a performance schedule under which an amount less than or more than the target award may be paid so long as the performance goals have been achieved.

(d)Additional Restrictions/Negative Discretion. The Committee, in its sole discretion, may also establish such additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any Performance Grants. Such additional restrictions or conditions need not be performance-based and may include, among other things, the receipt by a Participant of a specified annual performance rating, the continued employment by the Participant and/or the achievement of specified performance goals by the Company, business unit or Participant. Furthermore, and notwithstanding any provision of this Plan to the contrary, the Committee, in its sole discretion, may retain the discretion to reduce the amount of any Performance Grant to a Participant if it concludes that such reduction is necessary or appropriate based upon: (i) an evaluation of such Participant’s performance; (ii) comparisons with compensation received by other similarly-situated individuals working within the Company’s industry; (iii) the Company’s financial results and conditions or (iv) such other factors or conditions that the Committee deems relevant; provided, however, the Committee shall not use its discretionary authority to increase any Performance Grant that is intended to be performance-based compensation under Section 162(m) of the Code.

(e)Payment of Performance Awards. Performance Grants may be paid in a lump sum or in installments following the close of the performance period or, in accordance with procedures established by the Committee, on a deferred basis.

Section 10.Other Share-Based Awards.The Committee may grant Other Share-Based Awards, which shall consist of any right that is (i) not an Award described in Sections 6 through 9 above and (ii) an Award of Common Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares), as deemed by the Committee to be consistent with the purposes of this Plan. Subject to the terms of this Plan and any applicable Award agreement, the Committee shall determine the terms and conditions of any such Other Share-Based Award. The standard vesting schedule applicable to Other Share-Based Awards granted under

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this Section 10 shall provide for vesting of such Awards, in one or more increments, over a service period of no less than three years (not including special vesting terms set forth therein); provided, however, this limitation shall not apply to Awards granted to non-employee directors of the Board that are received pursuant to the Company’s compensation program applicable to non-employee directors of the Board, or adversely affect a Participant’s rights under another plan or agreement with the Company.

Section 11.Section 409A.Notwithstanding any provision of the Plan or an Award agreement to the contrary, if any Award provided under this Plan is subject to the provisions of Section 409A, the provisions of the Plan and any applicable Award agreement shall be administered, interpreted and construed in a manner necessary in order to comply with Section 409A or an exception thereto (or disregarded to the extent such provision cannot be so administered, interpreted or construed), and the following provisions shall apply, as applicable and as required by Section 409A:

(a)If a Participant is a Specified Employee for purposes of Section 409A and a payment subject to Section 409A (and not excepted therefrom) to the Participant is due upon Separation from Service, such payment shall be delayed for a period of six (6) months after the date the Participant Separates from Service (or, if earlier, the death of the Participant). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period unless another compliant date is specified in the applicable agreement.

(b)For purposes of Section 409A, and to the extent applicable to any Award under the Plan, it is intended that distribution events qualify as permissible distribution events for purposes of Section 409A and shall be interpreted and construed accordingly. Whether a Participant has Separated from Service will be determined by the Committee based on all of the facts and circumstances and, to the extent applicable to any Award, in accordance with the guidance issued under Section 409A. For this purpose, a Participant will be presumed to have experienced a Separation from Service when the level of bona fide services performed permanently decreases to a level less than twenty percent (20%) of the average level of bona fide services performed during the immediately preceding thirty-six (36) month period or such other applicable period as provided by Section 409A.

(c)The grant of Nonqualified Stock Options, Stock Appreciation Rights and other stock rights subject to Section 409A shall be granted under terms and conditions consistent with Treas. Reg. § 1.409A-1(b)(5) such that any such Award does not constitute a deferral of compensation under Section 409A. Accordingly, any such Award may be granted to Eligible Persons of Alpha and its subsidiaries and affiliates in which Alpha has a controlling interest. In determining whether Alpha has a controlling interest, the rules of Treas. Reg. § 1.414(c)-2(b) (2)(i) shall apply; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(b)(5)(iii)(E)(i)), the language “at least 20 percent” shall be used instead of “at least 80 percent” in each place it appears. The rules of Treas. Reg. §§ 1.414(c)-3 and 1.414(c)-4 shall apply for purposes of determining ownership interests.

(d)In no event shall any member of the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Section 409A.

Section 12.Deferred Payment of Awards.The Committee, in its discretion, may specify the conditions under which the payment of all or any portion of any cash compensation, or Common Shares or other form of payment under an Award, may be deferred until a later date. Deferrals shall be for such periods or until the occurrence of such events, and upon such terms and conditions, as the Committee shall determine in its discretion, in accordance with the provisions of Section 409A; provided, however, that no deferral shall be permitted with respect to Stock Options or Stock Appreciation Rights.

Section 13. Transferability of Awards.Except pursuant to the laws of descent and distribution, a Participant’s rights and interest under this Plan or any Award may not be assigned or transferred, hypothecated or

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encumbered in whole or in part, including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner; provided, however, the Committee may permit such transfer to a Permitted Transferee; and provided, further, that, unless otherwise permitted by the Code, any Incentive Stock Option granted pursuant to this Plan shall not be transferable other than by will or by the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by Participant or by such Permitted Transferee.

Section 14.Amendment or Substitution of Awards under this Plan.

(a)The terms of any outstanding Award under this Plan may be amended or modified from time to time after grant by the Committee in its discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of exercise of any Award and/or payments under any Award) in accordance with the terms of the Plan; provided that no such amendment or modification shall: (i) accelerate the vesting or exercisability of any Awards (other than Stock Options or Stock Appreciation Rights) other than in connection with a Participant’s death, disability, retirement or a change in control or other transaction contemplated by Section 16 hereof; provided further, the foregoing limitation shall not apply to (A) Awards for up to five percent (5%) of the aggregate number of Common Shares authorized for issuance under the Plan, or (B) any Performance Grant the payment of which remains contingent upon the attainment of the performance goal. No such amendments or acceleration shall adversely affect in a material manner any right of a Participant under the Award without his or her written consent. Notwithstanding the foregoing or any provision of an Award to the contrary, the Committee may at any time (without the consent of any Participant) modify, amend or terminate any or all of the provisions of an Award to the extent necessary to conform the provisions of the Award with Section 162(m), Section 409A or any other provision of the Code or other applicable law, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of the Award shall adversely affect the rights of a Participant. Except as otherwise provided in Section 14(b) hereof, the Committee may, in its discretion, permit holders of Awards under this Plan to surrender outstanding Awards in order to exercise or realize the rights under other Awards, or in exchange for the grant of new Awards, or require holders of Awards to surrender outstanding Awards as a condition precedent to the grant of new Awards under this Plan.

(b)Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Common Shares, Other Alpha Securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or Other Alpha Securities, or similar transaction(s)), the terms of outstanding Stock Options or Stock Appreciation Rights may not be amended to reduce the exercise price of such outstanding Stock Options or Stock Appreciation Rights or cancel outstanding Stock Options or Stock Appreciation Rights in exchange for cash, other Awards or Stock Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Stock Options or Stock Appreciation Rights without obtaining stockholder approval.

Section 15.Termination of a Participant.For all purposes under this Plan, the Committee shall determine whether a Participant has Separated from Service, terminated employment with, or terminated the performance of services for, the Company; provided, however, 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 Plan.

Section 16.Dilution and Other Adjustments. In the event a dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Common Shares, Other Alpha Securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or Other Alpha Securities, issuance of warrants or other rights to purchase Common Shares or Other Alpha Securities or other similar corporate transaction or event

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affects the Common Shares such that an adjustment is determined by the Committee to be necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Committee shall, in an equitable manner, adjust (a) the aggregate maximum number of Common Shares or Other Alpha Securities (or number and kind of other securities or property) with respect to which Awards may be granted under this Plan pursuant to Section 5(b), (b) the individual maximum number of Common Shares that may be granted as Stock Options, Stock Appreciation Rights and Performance Grants (denominated in Common Shares) to a Participant pursuant to Section 5(b) of this Plan, (c) the number of Common Shares or Other Alpha Securities (or number and kind of other securities or property) subject to outstanding Awards, (d) the grant or exercise price with respect to any outstanding Award and/or (e) any applicable performance goals with respect to Awards.

In addition, the Committee may, if deemed appropriate, in its discretion, determine that in connection with any merger, consolidation, sale of all or substantially all of the Company’s assets, change in control, dissolution, liquidation, or any other transaction or event having a similar effect to any of the foregoing, (i) provide for an equivalent Award or substitute Award in respect of securities of the surviving entity of any such transaction, (ii) upon advance notice to the affected Participants, cancel any outstanding Stock Options or Stock Appreciation Rights and pay to the holders thereof, in cash, stock, or other property (including the property, if any, payable in such transaction) (or any combination thereof), an amount equal to the excess of the fair market value of the Common Shares covered by the Award, based on the price per Common Share received or to be received by other stockholders of Alpha in such a transaction or such other value as determined by the Committee (the “Transaction Fair Market Value”), over the exercise price of the Award, or (iii) make provision for a cash payment or payment of other property (including the property, if any, payable in such transaction) to the holder of any other outstanding Award in settlement of such Award; provided that, in the case of a Stock Option or Stock Appreciation Right with an exercise price that equals or exceeds the Transaction Fair Market Value of a Common Share, the Committee may cancel such Stock Option or Stock Appreciation Right without payment or consideration therefor.

Any such adjustment or other actions taken by the Committee pursuant to this Section 16 shall be performed in accordance with the applicable provisions of Code and the Treasury Regulations issued thereunder so as to not affect the status of (i) any Award intended to qualify as performance-based compensation under Section 162(m) of the Code, unless the Committee determines otherwise, (ii) any Award intended to qualify as an Incentive Stock Option under Section 422 of the Code, unless the Committee determines otherwise, or (iii) any Award intended to comply with, or qualify for an exception to, Section 409A of the Code.

Any such termination, adjustment or other action taken by the Committee will be final, conclusive and binding for all purposes of this Plan.

Section 17.Designation of Beneficiary by Participant.A Participant may name a beneficiary to receive any payment to which such Participant may be entitled with respect to any Award under this Plan in the event of his or her death, on a written form to be provided by and filed with the Committee, and in a manner determined by the Committee in its discretion (a “Beneficiary”). The Committee reserves the right to review and approve Beneficiary designations. A Participant may change his or her Beneficiary from time to time in the same manner, unless such Participant has made an irrevocable designation. Any designation of a Beneficiary under this Plan (to the extent it is valid and enforceable under applicable law) shall be controlling over any other disposition, testamentary or otherwise, as determined by the Committee in its discretion. If no designated Beneficiary survives the Participant and is living on the date on which any amount becomes payable to such a Participant’s Beneficiary, such payment will be made to the legal representatives of the Participant’s estate, and the term “Beneficiary” as used in this Plan shall be deemed to include such Person or Persons. If there are any questions as to the legal right of any Beneficiary to receive a distribution under this Plan, the Committee in its discretion may determine that the amount in question be paid to the legal representatives of the estate of the Participant, in which event the Company, the Board, the Committee, the Designated Administrator (if any), and the members thereof, will have no further liability to anyone with respect to such amount.

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Section 18.Miscellaneous Provisions.

(a)Any proceeds from Awards shall constitute general funds of Alpha.

(b)No fractional shares may be delivered under an Award, but in lieu thereof a cash or other adjustment may be made as determined by the Committee in its discretion.

(c)No Eligible Person or other Person shall have any claim or right to be granted an Award under this Plan. Determinations made by the Committee under this Plan need not be uniform and may be made selectively among Eligible Persons under this Plan, whether or not such Eligible Persons are similarly situated. Neither this Plan nor any action taken under this Plan shall be construed as giving any Eligible Person any right to continue to be employed by or perform services for the Company, and the Company specifically reserves the right to terminate the employment of, or performance of services by, Eligible Persons at any time and for any reason.

(d)No Participant or other Person shall have any right with respect to this Plan or the Common Shares reserved for issuance under this Plan or in any Award, contingent or otherwise, until written evidence of the Award shall have been delivered to the Participant and all the terms, conditions and provisions of this Plan and the Award applicable to such Participant (and each Person claiming under or through him or her) have been met.

(e)Notwithstanding anything to the contrary contained in this Plan or in any Award agreement, each Award shall be subject to the requirement, if at any time the Committee shall determine, in its sole discretion, that such requirement shall apply, that the listing, registration or qualification of any Award under this Plan, or of the Common Shares, Other Alpha Securities or property or other forms of payment issuable pursuant to any Award under this Plan, on any stock exchange or other market quotation system or under any federal or state law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the exercise or settlement thereof, such Award shall not be granted, exercised or settled in whole or in part until such listing, registration, qualification, consent or approval shall have been effected, obtained and maintained free of any conditions not acceptable to the Committee. Notwithstanding anything to the contrary contained in this Plan or in any Award agreement, no Common Shares, Other Alpha Securities or property or other forms of payment shall be issued under this Plan with respect to any Award unless the Committee shall be satisfied that such issuance will be in compliance with applicable law and any applicable rules of any stock exchange or other market quotation system on which such Common Shares are listed. If the Committee determines that the exercise of any Stock Option or Stock Appreciation Right would fail to comply with any applicable law or any applicable rules of any stock exchange or other market quotation system on which Common Shares are listed, the Participant holding such Stock Option or Stock Appreciation Right shall have no right to exercise such Stock Option or Stock Appreciation Right until such time as the Committee shall have determined that such exercise will not violate any applicable law or any such applicable rule.

(f)It is the intent of Alpha that this Plan and Awards hereunder comply in all respects with Rule 16b-3 and Sections 162(m), 409A and 422, and (i) the provisions of the Plan shall be administered, interpreted and construed in a manner necessary to comply with Rule 16b-3 and Sections 162(m), 409A and 422, the regulations issued thereunder or an exception thereto (or disregarded to the extent the Plan cannot be so administered, interpreted or construed); and (ii) in no event shall any member of the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Award to satisfy the requirements of Rule 16b-3 and Sections 162(m), 409A and 422.

(g)The Company shall have the right to deduct from any payment made under this Plan any federal, state, local or foreign income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of Alpha to issue Common Shares, Other Alpha Securities, other securities or property, or other forms of payment, or any combination thereof, upon exercise, settlement or payment of any Award under this Plan, that the Participant (or any Beneficiary or Person entitled to act) pay to Alpha, upon its demand, such amount as may be required by the Company for the purpose of satisfying

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any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, Alpha may refuse to issue Common Shares, Other Alpha Securities, other securities or property, or other forms of payment, or any combination thereof. Notwithstanding anything in this Plan to the contrary, the Committee may, in its discretion, permit an Eligible Person (or any Beneficiary or Person entitled to act) to elect to pay a portion or all of the amount requested by the Company for such taxes with respect to such Award, at such time and in such manner as the Committee shall deem to be appropriate (including, but not limited to, by authorizing Alpha to withhold, or agreeing to surrender to Alpha on or about the date such tax liability is determinable, Common Shares, Other Alpha Securities, other securities or property, or other forms of payment, or any combination thereof, owned by such Person or a portion of such forms of payment that would otherwise be distributed, or have been distributed, as the case may be, pursuant to such Award to such Person, having a market value equal to the amount of such taxes); provided, however, that any broker-assisted cashless exercise shall comply with the requirements of Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 and any withholding satisfied through a net-settlement of an Award shall be limited to the minimum statutory withholding requirements.

(h)The expenses of this Plan shall be borne by the Company; provided, however, the Company may recover from a Participant or his or her Beneficiary, heirs or assigns any and all damages, fees, expenses and costs incurred by the Company arising out of any actions taken by a Participant in breach of this Plan or any agreement evidencing such Participant’s Award.

(i)This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award under this Plan, and rights to the payment of Awards shall be no greater than the rights of the Company’s general creditors.

(j)By accepting any Award or other benefit under this Plan, each Participant (and each Person claiming under or through him or her) shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under this Plan by the Company, the Board, the Committee or the Designated Administrator (if applicable).

(k)The appropriate officers of the Company shall cause to be filed any reports, returns or other information regarding Awards under this Plan or any Common Shares issued pursuant to this Plan as may be required by applicable law and any applicable rules of any stock exchange or other market quotation system on which Common Shares are listed.

(l)Records of the Company shall be conclusive for all purposes under this Plan or any Award, unless determined by the Committee to be incorrect.

(m)If any provision of this Plan or any Award is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Plan or any Award, but such provision shall be fully severable, and this Plan or Award, as applicable, shall be construed and enforced as if the illegal or invalid provision had never been included in this Plan or Award, as applicable.

(n)The terms of this Plan shall govern all Awards under this Plan and in no event shall the Committee have the power to grant any Award under this Plan that is contrary to any of the provisions of this Plan.

(o)Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy.

(p)The Committee may from time to time establish sub-plans under this Plan for purposes of satisfying securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of this Plan, but, if applicable, each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

(q)For purposes of interpretation of this Plan, the masculine pronoun includes the feminine and the singular includes the plural wherever appropriate.

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Section 19. Plan Amendment or Suspension.This Plan may be amended or suspended in whole or in part at any time from time to time by the Committee; provided that no such change or amendment shall be made without stockholder approval if such approval is necessary to qualify for or comply with any tax or regulatory requirement or other applicable law for which the Committee deems it necessary or desirable to qualify or comply. No amendment of this Plan shall adversely affect in a material manner any right of any Participant with respect to any Award previously granted without such Participant’s written consent, except as permitted under Sections 14 and 16. Notwithstanding the foregoing or any provision of the Plan to the contrary, the Committee may at any time (without the consent of any Participant) modify, amend or terminate any or all of the provisions of the Plan to the extent necessary to conform the provisions of the Plan with Section 162(m), Section 409A or any other provision of the Code or other applicable law, the regulations issued thereunder or an exception thereto, regardless of whether such modification, amendment or termination of the Plan shall adversely affect the rights of a Participant.

Section 20.Plan Termination.This Plan shall terminate upon the earlier of the following dates or events to occur:

(a)upon the adoption of a resolution of the Board terminating this Plan; or

(b)the tenth anniversary of the Effective Date.

Section 21. Effective Date.This Plan shall be effective on May 17, 2012 (the “Effective Date”), subject to its approval by the stockholders of Alpha; provided that, no Incentive Stock Options shall be exercisable under the Plan unless the stockholders of Alpha approve the Plan within twelve (12) months after the Effective Date of this Plan.

Section 22.Governing Law.This Plan and any Award granted under this Plan as well as any determinations made or actions taken under this Plan shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to its choice or conflicts of laws principles.

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APPENDIX A

The following terms shall have the meaning indicated:

“Alpha” shall mean Alpha Natural Resources, Inc., a Delaware corporation.

“Award” shall mean an award of rights to an Eligible Person under this Plan.

“Beneficiary”has the meaning set forth in Section 16.

“Board” shall mean the board of directors of Alpha.

“Code” shall mean the Internal Revenue Code of 1986, as it now exists or may be amended from time to time, and the rules and regulations promulgated thereunder, as they may exist or may be amended from time to time.

“Committee” shall mean the person or persons responsible for administering this Plan. The Board shall constitute the Committee until the Board appoints a Board Committee, after which time the Board Committee shall constitute the Committee, provided, however, that at any time the Board may designate itself as the Committee or designate itself to administer certain of the Committee’s authority under this Plan, including administering certain Awards under this Plan; provided, however, that a Board Committee must approve Awards granted to non-employee directors of the Board. The Board or the Board Committee may designate a Designated Administrator to constitute the Committee or to administer certain of the Committee’s authority under this Plan, including administering certain Awards under this Plan, subject to the right of the Board or the Board Committee, as applicable, to revoke its designation at any time and to make such designation on such terms and conditions as it may determine in its discretion. For purposes of this definition, the “Board Committee” shall mean a committee of the Board designated by the Board to administer this Plan. The Board Committee (i) shall be comprised of not fewer than three directors, (ii) shall meet any applicable requirements under Rule 16b-3, including any requirement that the Board Committee consist of “Non-Employee Directors” (as defined in Rule 16b-3), (iii) shall meet any applicable requirements under Section 162(m), including any requirement that the Board Committee consist of “outside directors” (as defined in Treasury Regulation §1.162-27(e)(3)(i) or any successor regulation), and (iv) shall meet any applicable requirements of any stock exchange or other market quotation system on which Common Shares are listed. For purposes of this definition, the “Designated Administrator” shall mean one or more Company officers and/or directors designated by the Board or a Board Committee to act as a Designated Administrator pursuant to this Plan in compliance with applicable law or rule.

“Company” shall mean Alpha and any parent, affiliate or subsidiary of Alpha, including any affiliates or subsidiaries which become such after adoption of this Plan.

“Common Shares” shall mean shares of common stock, par value $0.01 per share, of Alpha and stock of any other class into which such shares may thereafter be changed.

“Dividend Equivalents” shall mean an Award of cash or other Awards with a Fair Market Value equal to the dividends which would have been paid on the Common Shares underlying an outstanding Award of Restricted Stock Units had such Common Shares been outstanding.

“Effective Date” has the meaning set forth in Section 21.

“Eligible Person(s)” shall mean those persons who are full or part-time employees of the Company or other individuals who perform services for the Company, including, without limitation, directors who are not employees of the Company and consultants and independent contractors who perform services for the Company.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it now exists or may be amended from time to time, and the rules promulgated thereunder, as they may exist or may be amended from time to time.

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“Fair Market Value” shall mean (i) with respect to the Common Shares, as of any date (A) if the Company’s Common Shares are listed on any established stock exchange, system or market, the closing market price of the Common Shares as quoted in such exchange, system or market on such date as reported in the Wall Street Journal or such other source as the Committee deems reliable or (B) in the absence of an established market for the Common Shares, as determined in good faith by the Committee or (ii) with respect to property other than Common Shares, the value of such property, as determined by the Committee, in its sole discretion.

“Incentive Stock Option” shall mean a Stock Option that is an incentive stock option as defined in Section 422 of the Code. Incentive Stock Options are subject, in part, to the terms, conditions and restrictions described in Section 6.

“Nonqualified Stock Option” shall mean a Stock Option that is not an incentive stock option as defined in Section 422 of the Code. Nonqualified Stock Options are subject, in part, to the terms, conditions and restrictions described in Section 6.

“Other Alpha Securities” shall mean Alpha securities (which may include, but need not be limited to, unbundled stock units or components thereof, debentures, preferred stock, warrants, securities convertible into Common Shares or other property) other than Common Shares.

“Participant” shall mean an Eligible Person to whom an Award has been granted under this Plan.

“Performance Grant” shall mean an Award subject, in part, to the terms, conditions and restrictions described in Section 9, pursuant to which the recipient may become entitled to receive cash, Common Shares, Other Alpha Securities or other property issuable under this Plan, or any combination thereof, as determined by the Committee.

“Permitted Transferee” means (i) any person defined as an employee in the Instructions to Registration Statement Form S-8 promulgated by the Securities and Exchange Commission, as such Form may be amended from time to time, which persons include, as of the date of adoption of this Plan, executors, administrators or beneficiaries of the estates of deceased Participants, guardians or members of a committee for incompetent former Participants, or similar persons duly authorized by law to administer the estate or assets of former Participants, and (ii) Participants’ family members who acquire Awards from the Participant other than for value, including through a gift or a domestic relations order. For purposes of this definition, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests. For purposes of this definition, neither (i) a transfer under a domestic relations order in settlement of marital property rights, nor (ii) a transfer to an entity in which more than fifty percent of the voting or beneficial interests are owned by family members (or the Participant) in exchange for an interest in that entity is considered a transfer for “value”.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

“Plan” shall mean this Alpha Natural Resources, Inc. 2012 Long-Term Incentive Plan.

“Restricted Period” has the meaning set forth in subsection 8(b).

“Restricted Stock” shall mean an Award of Common Shares that are issued subject, in part, to the terms, conditions and restrictions described in Section 8.

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“Restricted Stock Units” shall mean an Award of the right to receive either (as the Committee determines) Common Shares or cash equal to the Fair Market Value of a Common Share on the payment date, issued subject, in part, to the terms, conditions and restrictions described in Section 8.

“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act and any successor rule.

“Section 162(m)” shall mean §162(m) of the Code, any rules or regulations promulgated thereunder, as they may exist or may be amended from time to time, or any successor to such section.

“Section 409A” shall mean §409A of the Code, any rules or regulations promulgated thereunder, as they may exist or may be amended from time to time, or any successor to such section.

“Section 422” shall mean §422 of the Code, any rules or regulations promulgated thereunder, as they may exist or may be amended from time to time, or any successor to such section.

“Separation from Service” and“Separate from Service” shall mean the Participant’s death, retirement or other termination of employment or service with the Company (including all persons treated as a single employer under Section 414(b) and 414(c) of the Code) that constitutes a “separation from service” (within the meaning of Section 409A). For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1), (2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 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.

“Specified Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company as determined in accordance with Section 409A and the procedures established by the Company.

“Stock Appreciation Right” shall mean an Award of a right to receive (without payment to Alpha) cash, Common Shares, Other Alpha Securities or other property, or other forms of payment, or any combination thereof, as determined by the Committee, based on the increase in the value of the number of Common Shares specified in the Stock Appreciation Right. Stock Appreciation Rights are subject, in part, to the terms, conditions and restrictions described in Section 7.

“Stock Option” shall mean an Award of a right to purchase Common Shares. The term Stock Option shall include Nonqualified Stock Options and Incentive Stock Options.

“Ten Percent Employee” shall mean an employee of Alpha or any parent or subsidiary of Alpha who owns stock representing more than ten percent of the voting power of all classes of stock of Alpha or any parent or subsidiary of Alpha within the meaning of Code Sections 424(e) and (f).

“Transaction Fair Market Value” has the meaning set forth in Section 16.

“Treasury Regulation” shall mean a final, proposed or temporary regulation of the Department of Treasury under the Code and any successor regulation.

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	IMPORTANT ANNUAL MEETING INFORMATION
			Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 PM Eastern Time, on May 16, 2012.
				Vote by Internet •     Log on to the Internet and go towww.envisionreports.com/ANR •     Follow the steps outlined on the secured website.
				Vote by telephone •     Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There isNO CHARGE to you for the call. •     Follow the instructions provided by the recorded message.
Using ablack ink pen, mark your votes with anX as shown in this example except as otherwise provided. Please do not write outside the designated areas.		x
Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

 A  The Board of Directors recommends a voteFOR Proposals 1, 2, 3 and 4.

1. Election of nine nominees each to serve as a director, and each of whom is currently serving as a director of Alpha.

	For	Against	Abstain
01 - Kevin S. Crutchfield	¨	¨	¨
02 - William J. Crowley Jr.	¨	¨	¨
03 - E. Linn Draper, Jr.	¨	¨	¨
04 - Glenn A. Eisenberg	¨	¨	¨
05 - P. Michael Giftos	¨	¨	¨
06 - Deborah M. Fretz	¨	¨	¨
07 - Joel Richards, III	¨	¨	¨
08 - James F. Roberts	¨	¨	¨
09 - Ted G. Wood	¨	¨	¨

		For	Against	Abstain
2.	APPROVAL OF THE 2012 LONG-TERM INCENTIVE PLAN.	¨	¨	¨
		For	Against	Abstain
3.	ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.	¨	¨	¨
		For	Against	Abstain
4.	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP.	¨	¨	¨

  ¢ IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.  

Driving Directions:

Nearest Airport: Tri Cities, Tennessee — TRI

Take TN 75N toward TN 75S. Merge onto Airport Pkwy/TN-357 N via the ramp on the Left. Merge onto I-81 N (Crossing into Virginia). Take the US-58-Alt/VA-75 exit, Exit 17, toward Abingdon/South Holston Dam. Turn Left onto US-58 Alt/VA- 75/Cummings St. SW. Turn Right onto US-11/W Main St./Lee Hwy. (33.1 mi NE from the nearest airport)

IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy — ALPHA NATURAL RESOURCES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2012

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Alpha Natural Resources, Inc. (the “Company”) hereby appoints Michael J. Quillen, Kevin S. Crutchfield, Vaughn R. Groves and Richard R. Grinnan, and each of them, the proxies of the undersigned, with power to act without the other and with full power of substitution, to attend and represent the undersigned at the Annual Meeting of Stockholders of the Company to be held at The Martha Washington Hotel & Spa, located at 150 West Main Street, Abingdon, Virginia 24210, on Thursday, May 17, 2012, at 8:00 a.m. Eastern Time, and at any adjournment or postponement thereof, and to vote all of such shares that the undersigned is entitled to vote at such Annual Meeting or at any adjournment or postponement thereof, as stated on the reverse side.

THIS PROXY WILL BE VOTED BY THE PROXIES AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” PROPOSALS 1, 2, 3 AND 4, AND IN ACCORDANCE WITH THEIR BEST JUDGMENT UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

You are urged to vote by Internet or by telephone or mark, sign, date and return your proxy without delay in the return envelope provided for that purpose, which requires no postage if mailed in the United States.

 B  Non-Voting Item

       Change of Address— Please print new address below.

 C  Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

NOTE: Please sign exactly as name appears on this proxy. If joint owners, EACH should sign this proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your FULL title as such and the name of such trust, corporation or other organization.

Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/        /

  ¢ IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.