EX-10.2: FIRST AMENDMENT TO STOCKHOLDER AGREEMENT

Exhibit 10.2

American Metals & Coal International, Inc.		First Reserve Corporation
475 Steamboat Road, 2nd Floor		One Lafayette Place
Greenwich, CT 06830		Greenwich, CT 06830

August 12, 2005

VIA FACSIMILE

Alpha Natural Resources, Inc.
406 West Main Street
Abingdon, Virginia 24210
Attention: Michael J. Quillen, President
Facsimile No.: (276)  ###-###-####

     Re: Amendment to Section 3.1 of Stockholder Agreement

Dear Mr. Quillen:

     We refer you to that certain Stockholder Agreement dated as of February 11, 2005 by and among Alpha Natural Resources, Inc., a Delaware corporation (the “Company”), the “FRC Parties” (as defined therein), the “AMCI Parties” (as defined therein) Madison Capital Funding LLC, a Delaware limited liability company, and the “Employee Stockholders” (as defined therein) (the “Agreement”). By our signatures below, Hans J. Mende in his capacity as the AMCI Representative pursuant to Section 6.12 of the Agreement, and First Reserve Fund IX, L.P. in its capacity as the FRC Representative pursuant to Section 6.13 of the Agreement, hereby amend Section 3.1 of the Agreement by restating clause (b) of the third sentence of Section 3.1 to read in its entirety as follows: “(b) Transfers in accordance with the requirements of Rule 144 or Rule 701 or their successors under the Securities Act,”. This amendment is made pursuant to Section 3.3(a) of the Agreement and is effective from and after the date of this letter. This amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and facsimile signatures to this amendment shall be valid for all purposes.

		The AMCI Parties
		By:		/s/ Hans J. Mende
				Hans J. Mende, the AMCI Representative
		The FRC Parties
		By:		First Reserve Fund IX, L.P., the FRC Representative
		By:		First Reserve GP IX, L.P., its General Partner
		By:		First Reserve GP IX, Inc., its General Partner
		By:		/s/ Alex T. Krueger
				Alex T. Krueger, Managing Director

cc: Leslie A. Grandis, facsimile no.: (804)  ###-###-####
Thomas R. Denison, facsimile no.: (203)  ###-###-####
James L. Palenchar, facsimile no.: (303)  ###-###-####