Alpha Natural Resources

 

 

 

 

 

 

                              Code of Business Ethics

                              Amendments and Waivers to the Code of

                              Business Ethics in the Last 12 Months

 

                              INTRODUCTION

                              CONFIDENTIAL INFORMATION

                              CONFLICTS OF INTEREST

                              ACCEPTANCE OF PAYMENTS

                              BUSINESS ENTERTAINMENT

                              POLITICAL CONTRIBUTIONS

                              CITIZENSHIP

                              COMPANY FUNDS AND ASSETS

                              COMPANY PROPERTY

                              COMPUTER USE

                              VIOLATIONS OF LAW OR ILLEGAL ACTIVITY

                              COMPANY RECORDS

                              DISCLOSURE POLICY

                              PUBLIC STATEMENTS AND RESPONSES TO INQUIRIES

                              IMPROPER PAYMENTS

                              ANTITRUST COMPLIANCE

                              ENVIRONMENTAL COMPLIANCE

                              EMPLOYEE SAFETY

                              FAIR DEALING

                              CORPORATE OPPORTUNITIES

                              DUTY TO REPORT VIOLATIONS OF LAW, REGULATIONS OR

                              THE CODE

                              REPORTING QUESTIONABLE ACCOUNTING OR AUDITING

                              MATTERS

                              "AT WILL" EMPLOYMENT

                              COMPLIANCE; WAIVERS OF THIS CODE

                              ANNUAL QUESTIONNAIRE

                              APPLICATION OF CODE – QUESTIONS AND

INTERPRETATIONS

 

                              (as amended and restated on February 29, 2008)

 

                              We believe that our Company - Alpha Natural

                              Resources, Inc. (“Alpha” or the “Company”) and its

                              subsidiaries - enjoys a reputation of which we can

                              be proud and which underpins our business success.

 

                              The Company’s standards of conduct are summarized

                              in this Code of Business Ethics (the “Code”).

                              Simply restating these standards, however, does

                              not lead inevitably to ethical conduct. Each of us

                              must continue to understand, support and live by

                              these standards to enable the Company to achieve

                              its business objectives in strict conformity with

                              the Code. Violations of any of the provisions of

                              this Code may result in discipline, up to and

                              including termination of employment.

                              It is important for our employees, officers,

                              managers and directors to know what our Company

                              expects of them when making decisions and

                              conducting themselves in business activities. Of

                              all business activities involving such decisions,

                              among the most important are the handling and use

                              of confidential information, the avoidance of

                              potential conflicts of interest and compliance

                              with governmental laws, rules and regulations.

                              Diligent observance of this Code, as well as all

                              legal requirements, by all of our employees,

                              officers, managers and directors is, of course,

                              essential to the proper conduct of our business.

                              Violation of applicable laws may not only entail

                              serious legal sanctions but, as in the case of

                              violation of this Code, can also lead to

                              disciplinary actions.

                              CONFIDENTIAL INFORMATION. It is imperative that

                              all employees, officers, managers and directors

                              keep confidential all information about Company

                              operations and business activities that has not

                              been made public or that is not common knowledge

                              among investors, competitors, customers, suppliers

                              and others, including other employees, officers,

                              managers or directors who do not have a valid

                              business reason for obtaining the information.

                              Employees, officers, managers and directors must

                              not disclose to others, or use for themselves or

                              others, any confidential information about the

                              Company or its customers which he or she has

                              originated or acquired in connection with

                              employment or service to the Company. This

                              non-disclosure obligation not only applies to

                              employees, officers, managers and directors during

                              their period of employment or service, but also

                              after termination of employment or service or

                              retirement. Any employee, officer, manager or

                              director who questions whether information he or

                              she originates or acquires is confidential has a

                              responsibility to determine its classification by

                              asking his or her immediate supervisor or Company

                              legal counsel. This obligation is in addition to

                              contractual obligations an employee, officer,

                              manager or director may have under any employment

                              agreement or other arrangement.

                              All Company documents, records, memoranda, emails

                              and other written materials (and all copies) are

                              solely the Company’s property and must be returned

                              immediately to the Company on termination of

                              employment.

                              It is not possible to list all the types of

                              information that must be treated as confidential.

                              The following are examples of confidential

                              information to assist in observing this important

                              policy:

                                Information about contractual arrangements and

                                other business dealings between suppliers,

                                contractors or customers that has not been

                                publicly disclosed by management.

 

                                Information about other Company transactions,

                                including proposed transactions such as

                                acquisitions or dispositions of stock or assets,

                                which has not been publicly disclosed by

                                management.

 

                                Financial, accounting and cost information about

                                the Company that has not been publicly disclosed

                                by management.

 

                                Information that reveals the Company’s plans and

                                strategies that has not been publicly disclosed

                                by management.

                              Employees, officers, managers and directors should

                              be guided by the general principle that the

                              Company considers confidential any information

                              that is not officially disclosed or publicly known

                              and which might be useful to or desired by others

                              for any reason, such as using the information to

                              compete against Alpha or any of its subsidiaries.

                              Officially disclosed information is considered to

                              be that which is contained in official reports,

                              news releases and other forms of communication

                              that have been released by management to the

                              public through established communication channels.

                              CONFLICTS OF INTEREST. All employees, officers,

                              managers and directors should avoid any

                              investments, business interests or other

                              associations, relationships or activities of which

                              they are aware (“Business Interests”) that

                              interfere with or influence, or even appear to

                              interfere with or influence, their objective

                              judgment in furtherance of their responsibility to

                              act in the Company’s best interests. A conflict of

                              interest arises when an employee’s, officer’s,

                              manager’s or director’s judgment in acting on the

                              Company’s behalf is or may be influenced by an

                              actual or potential personal benefit for the

                              employee, officer, manager or director, or a

                              member of the employee’s, officer’s, manager’s or

                              director’s family or household, from a Business

                              Interest unless such conflict of interest is

                              disclosed to the Company as provided herein and

                              approved in accordance with Company procedures.

                              The benefits may be direct or indirect, financial

                              or non-financial, through family connections,

                              personal associations or otherwise.

                              It is not possible to describe all the

                              circumstances where a conflict of interest

                              involving an employee, officer, manager, director

                              or a member of his or her family or household

                              exists or may exist. Except as otherwise

                              contemplated by this Code, the following may be a

                              conflict of interest:

                                Owning an interest in the business of a

                                supplier, competitor or customer.

 

                                Acting as a consultant, employee, officer,

                                manager or director for a supplier, competitor

                                or customer.

 

                                Competing with, or aiding others in competing

                                with, the Company in connection with the

                                purchase, sale or other disposition of its

                                property or products, or in connection with the

                                Company’s provision of products or services.

 

                                Acting on behalf of the Company in any

                                transaction with any supplier, competitor or

                                customer in which a member of one’s family or

                                household is a principal, officer or

                                representative.

 

                                Receiving loans or guarantees of obligations

                                from any supplier, competitor or customer.

                              These examples are given only to guide employees,

                              officers, managers and directors in making

                              judgments about such conflicts. If any employee,

                              officer, manager or director finds himself or

                              herself in a situation where a conflict of

                              interest exists or may exist, he or she should

                              immediately bring the matter to the attention of

                              his or her supervisor, who will be responsible for

                              contacting the Company’s General Counsel or other

                              Company legal counsel for appropriate guidance.

                              The Board of Directors has determined that the

                              following do not constitute a prohibited conflict

                              of interest and are permitted under this Code: (i)

                              any Business Interests that the Board of Directors

                              of the Company (or any predecessor) has previously

                              approved or waived; and (ii) any Business

                              Interests that are contemplated by Article XI of

                              the Company’s Certificate of Incorporation, as

                              amended from time to time.

                              ACCEPTANCE OF PAYMENTS. No employee, officer,

                              manager or director shall directly or indirectly

                              seek or accept any payments, fees, services or

                              other gratuities (irrespective of size or amount)

                              outside the normal course of the employee’s,

                              officer’s, manager’s or director’s business duties

                              from any person, company or organization which

                              does or seeks to do business with the Company.

                              Gifts of cash or cash equivalents of any amount

                              are strictly prohibited. It is not inappropriate

                              under this policy to be the recipient of common

                              courtesies, sales promotional items of small

                              value, occasional meals or reasonable

                              entertainment appropriate to a business

                              relationship and associated with business

                              discussions; however, if possible, questions as to

                              the appropriateness or legality of any such

                              courtesy should be reviewed by an immediate

                              supervisor in advance of the receipt of the

                              courtesy.

                              BUSINESS ENTERTAINMENT. It is the Company’s policy

                              that all solicitations of or dealings with

                              suppliers, customers or others doing or seeking to

                              do business with the Company shall be conducted

                              solely on a basis that reflects both the Company’s

                              best business interests and its high ethical

                              standards. Providing common courtesies,

                              entertainment and occasional meals for potential

                              or actual suppliers, customers or others involved

                              with aspects of the Company’s business in a manner

                              appropriate to the business relationship and

                              associated with business discussions is permitted,

                              provided expenses in this connection are

                              reasonable.

                              POLITICAL CONTRIBUTIONS. There are three basic

                              tenets in the matter of business and personal

                              political contributions and actions.

                              First, the Company unequivocally forbids the use

                              of Company funds, resources or property for the

                              support of political parties or political

                              candidates for any office unless approved in

                              advance by the Company’s Chief Executive Officer,

                              the Company’s General Counsel or their designee.

                              Second, equally contrary to this Code is any

                              pressure, direct or implied, that infringes upon

                              the right of any employee, officer, manager or

                              director to decide whether, to whom, and in what

                              amount he or she will make a personal political

                              contribution or render personal services to

                              individual candidates or political committees

                              where permitted by applicable laws. Employees,

                              officers, managers and directors are free to

                              endorse, advocate, contribute to, or otherwise

                              support any political party, candidate, or cause

                              they may choose. However, in personal public

                              political statements, references to an employee’s,

                              officer’s, manager’s or director’s affiliation

                              with the Company should be avoided, and in any

                              personal political activity it must be clear that

                              the employee, officer, manager or director is not

                              acting on behalf of or using the resources of the

                              Company.

                              Third, the Company seeks the resolution of

                              regulatory and political issues affecting its

                              interests solely on the basis of the merits

                              involved.

                              CITIZENSHIP. Our Company also has special

                              responsibilities to be a good citizen in the

                              communities in which we operate. We are sensitive

                              to the economic role we play in those communities,

                              and we encourage employees, officers, managers and

                              directors to take an active personal role in

                              organizations dedicated to public service.

                              COMPANY FUNDS AND ASSETS. Each employee, officer,

                              manager and director is personally accountable for

                              Company funds or assets over which he or she has

                              control. All employees, officers, managers and

                              directors should protect the Company's assets and

                              ensure their efficient use. Theft, carelessness

                              and waste have a direct impact on the Company's

                              profitability and therefore the Company's assets

                              should be used for legitimate business purposes.

                              Anyone spending Company money, or personal money

                              that will be reimbursed, should always be sure the

                              Company receives good value in return.

                              Anyone approving or certifying the correctness of

                              a voucher or bill should have reasonable knowledge

                              that the purchases and amounts are proper.

                              Anyone responsible for the handling of Company

                              assets, as well as associated records and

                              materials, is accountable for their safekeeping.

                              In addition to cash, property and equipment,

                              assets include checks and items such as Company

                              credit cards.

                              COMPANY PROPERTY. Protection of Company property

                              and services is vital to our business. How well we

                              prevent their fraudulent or negligent misuse or

                              theft affects the rates our customers pay for

                              products and services and will ultimately affect

                              the success of the Company. Company property must

                              not be used for improper personal benefit or any

                              other improper purpose. It should not be sold,

                              loaned, given away or otherwise disposed of,

                              regardless of condition or value, except with

                              proper authorization.

                              COMPUTER USE. The computer systems of the Company

                              (including, but not limited to, the desktop and

                              laptop computer equipment; hard drives; printers,

                              peripherals; software and operating systems; and

                              network and/or internet-related accounts providing

                              electronic mail, access to the Internet, newsgroup

                              access, and/or file-transfer capabilities) are the

                              property of the Company and are to be used for the

                              business purposes of the Company. Like any record,

                              the information in any computer-related file is

                              Company property and should be treated and

                              protected like any other piece of Company property

                              or Company record. The computer or communication

                              systems of the Company should not be used to

                              commit any illegal act or to download, transmit,

                              or receive sexually explicit or other offensive

                              material. In addition, the Code prohibits

                              employees from providing confidential information

                              about the Company or its securities to the public.

                              This policy also prohibits employees from posting

                              opinions, messages or other information about the

                              Company or its securities in internet “chat rooms”

                              or otherwise publicly disclosing such information.

                              The Company has the right to inspect the contents

                              on all Company owned or leased computer equipment.

                              Any activity that violates applicable law or

                              Company policy may result in disciplinary action,

                              including discharge and/or disclosure to

                              appropriate law enforcement officials.

                              Any computer software utilized by the Company or

                              its employees will be used in accordance with

                              terms of any applicable software license or

                              agreement. Illegal duplication or use of software

                              can subject both the Company and the employee

                              using the software to significant fines (civil and

                              criminal) and legal action.

                              VIOLATIONS OF LAW OR ILLEGAL ACTIVITY. The Company

                              prides itself in conducting its business in a

                              manner that does not violate any applicable law

                              and ensuring that no illegal or immoral activity

                              is conducted on property owned, controlled or used

                              by the Company. The employees, officers, managers

                              and directors owe a duty to the Company to see

                              that all laws are complied with and no illegal or

                              immoral activity is conducted on its property. Any

                              violation of law could result in disciplinary

                              action or termination. Employees could also be

                              terminated for (i) failure to report a violation

                              of law or the Code, (ii) failure to cooperate in

                              an investigation of violations, (iii) retaliation

                              against another employee for reporting any

                              violation or (iv) failure to effectively monitor

                              actions of subordinates.

                              It is Company policy to cooperate with all

                              reasonable requests concerning Company operations

                              from governmental authorities. If an employee is

                              unclear about the appropriate procedures in

                              responding to such requests, notify the General

                              Counsel immediately and wait for instructions

                              before proceeding.

                              Company policy and the law forbid the purchase or

                              sale of Company securities by an employee,

                              officer, manager or director or by any others who

                              learn material information from him or her, if

                              such material information is not generally

                              available to the public. “Material information” is

                              any information that a reasonable investor would

                              consider important in deciding whether to buy,

                              sell or hold securities. Such insider trading is

                              both illegal and unethical. The Company has

                              adopted a policy against insider trading and

                              tipping that is designed to promote compliance

                              with securities laws and to protect the Company as

                              well as Company representatives from the very

                              serious liability and penalties that can result

                              from violations of these laws. Contact the General

                              Counsel to obtain the full text of the Company's

                              Insider Trading Policy.

                              In addition, the Company’s directors and executive

                              officers are subject to reporting requirements and

                              short-swing profits liability under the U.S.

                              Securities Exchange Act of 1934, as amended.

                              Directors and executive officers will be

                              responsible for filing related reports in a timely

                              and accurate manner.

                              Any questions concerning the Company’s policy, the

                              law governing insider trading or directors’ and

                              executive officers’ reporting obligations should

                              be referred to the Company’s General Counsel.

                              COMPANY RECORDS. Company business records must

                              always be prepared accurately and reliably. They

                              are of critical importance in meeting our

                              financial, legal and management obligations.

                              Records must be maintained to comply with

                              applicable statutory, regulatory or contractual

                              requirements, as well as those pursuant to prudent

                              business practices.

                              Records are to be kept in accordance with accepted

                              accounting rules and controls at all times, fully

                              and accurately reflecting all transactions. No

                              unrecorded or undisclosed corporate account, fund

                              or asset may be maintained. No false or misleading

                              entry, record or report may be made or permitted

                              to go uncorrected. Mistakes should never be

                              covered up, but should be immediately disclosed in

                              full and corrected. No employee should rationalize

                              or even consider misrepresenting facts or

                              falsifying records.

                              All reports, vouchers, bills, payroll and service

                              records, measurement and performance records, and

                              other essential data must be prepared with care

                              and honesty.

                              Records containing personal data about employees,

                              officers and directors are confidential. They are

                              to be carefully safeguarded and kept current,

                              relevant and accurate. They should be disclosed

                              only to authorized personnel and in accordance

                              with lawful process.

                              Employees, officers, managers and directors must

                              comply with the Company’s policy concerning the

                              retention, storage, retrieval and destruction of

                              records. Of particular concern are records that

                              are potentially relevant to a violation of law or

                              any litigation or any pending, threatened or

                              foreseeable government investigation or

                              proceeding. Destruction or falsification of any

                              document that is potentially relevant to a

                              violation of law or a government investigation may

                              lead to prosecution. Employees can contact the

                              Company’s General Counsel for specific information

                              on record retention.

                              DISCLOSURE POLICY. It is the Company’s policy to

                              provide full, fair, accurate, timely and

                              understandable disclosure in all documents

                              required to be filed, if applicable, with or

                              submitted to the Securities and Exchange

                              Commission and all other public communications.

                              The Company expects employees, officers, managers

                              and directors to act in a manner that supports

                              this policy. The Company will endeavor to

                              implement the necessary systems, procedures and

                              controls to ensure that this policy is strictly

                              followed. These procedures will include the

                              formation of a Disclosure Control Policy

                              administered by a Disclosure Committee. The goal

                              of the Company’s Disclosure Control Policy is to

                              provide that all disclosures made by the Company

                              or its subsidiaries to the Securities and Exchange

                              Commission, the Company’s security holders or the

                              investment community would be accurate and

                              complete and fairly present the Company’s and its

                              subsidiaries’ financial condition and results of

                              operations in all material respects on a timely

                              basis as required by applicable laws and security

                              listing requirements.

                              PUBLIC STATEMENTS AND RESPONSES TO INQUIRIES. The

                              Company encourages participation by its employees

                              in industry forums as well as civic, community,

                              and political affairs. However, various legal and

                              regulatory restrictions may be applicable to both

                              the content and the timing of any public positions

                              taken by employees. Prior to accepting any

                              invitation to speak, submit articles or papers, or

                              to give other presentations in any public forum,

                              an employee must first receive approval from his

                              or her direct supervisor. The supervisor, in turn,

                              must seek written approval from the General

                              Counsel who will ensure the proposed subject

                              matter and timing is appropriate. Drafts of

                              proposed speeches, articles and other

                              presentations must be submitted to the General

                              Counsel for approval before submittal or use.

                              These materials must be submitted for approval at

                              least two weeks prior to the submittal deadline,

                              or the actual presentation date, whichever comes

                              first.

                              All proposed press releases, advertisements,

                              submittals of Company information to third party

                              publications and other materials which may be

                              printed or otherwise attributable to the Company

                              are to be submitted to the General Counsel and the

                              Director of Corporate Communications or Director

                              of Investor Relations before release. These

                              individuals will ensure that other necessary

                              internal approvals have been obtained, and these

                              are the only employees of the Company authorized

                              to release such materials for publication.

                              Any inquiry to the Company from trade

                              publications, newspapers, radio and television or

                              other media, financial analysts and current or

                              potential investors, must be referred to the

                              Director of Corporate Communications or Director

                              of Investor Relations for response.

                              IMPROPER PAYMENTS. No employee, officer, manager

                              or director will make, or cause to be made, any

                              improper payment or offer any improper inducement

                              to any actual or potential customer or to an

                              intermediary as a bribe, kickback or similar

                              payment which is directly or indirectly for the

                              benefit of any individual (including any

                              government official), company or organization in

                              any country, and which is designed, directly or

                              indirectly, to secure favored treatment for the

                              Company. Under laws in a number of jurisdictions,

                              it is a crime, punishable by imprisonment and

                              substantial fines, to make payments of this kind

                              to government officials. The Company’s policy,

                              however, is broader in scope and is intended to

                              apply regardless of whether the payment or use is

                              lawful under the laws of a particular country. It

                              is important that any questions about this policy

                              be discussed with the Company’s General Counsel

                              before any payment is made which may be viewed as

                              a possible violation of this policy.

                              ANTITRUST COMPLIANCE. The Company requires its

                              employees, officers, managers and directors to

                              engage in fair competition and to comply fully

                              with all antitrust laws. Except in limited

                              circumstances (which must be first reviewed with

                              Company legal counsel), these laws severely

                              restrict or prohibit anticompetitive activities

                              such as entering into written or oral agreements

                              to: fix, control or influence prices; boycott

                              specific suppliers or customers; restrain trade by

                              colluding with customers to allocate products or

                              markets; or control trade by limiting the

                              production of products or the delivery of

                              services. In light of the foregoing, the Company

                              has adopted the Policy with Regard to the Board of

                              Directors of Alpha Natural Resources, Inc. to

                              Address Members Who Serve as Directors or Officers

                              of Other Businesses in the Coal Industry (the

                              “Director Policy”). The Director Policy provides

                              for a variety of safeguards designed to (1)

                              identify any and all situations in which the

                              directors also serve as officers or directors of

                              competing companies, and where appropriate (2)

                              shield certain directors (who serve as directors

                              of, or have other affiliations with, other

                              businesses in the coal industry) from exposure to

                              competitively sensitive information, or

                              participation in competitively sensitive

                              decisions, pertaining to markets in which the

                              Company and the other company both compete.

                              ENVIRONMENTAL COMPLIANCE. The Company is committed

                              to operating in an environmentally responsible

                              manner. It is the Company’s policy to continually

                              strive to improve compliance with environmental

                              laws and regulations, to place primary

                              responsibility for compliance with environmental

                              laws with operations management and to encourage

                              employee involvement in implementing this policy

                              and reporting any suspected environmental

                              problems.

                              EMPLOYEE SAFETY. The Company has established and

                              is committed to maintain programs designed to

                              protect the health and safety of our employees,

                              including preventing illness or injury to our

                              employees and other persons on Company property.

                              These programs are structured to comply with

                              applicable law. Employees are obligated to support

                              the Company’s commitment to health and safety by

                              fully complying with the letter and spirit of

                              health and safety laws and regulations and all of

                              the related Company policies. Each employee is

                              encouraged to report any health and safety

                              concerns to his or her supervisor.

                              FAIR DEALING. Each employee, officer, manager and

                              director should endeavor to respect the rights of

                              and deal fairly with the Company’s customers,

                              suppliers, competitors and employees. No employee,

                              officer, manager or director should take unfair

                              advantage of anyone through manipulation,

                              concealment, misuse of privileged or proprietary

                              information, misrepresentation of material facts,

                              or any other intentional unfair-dealing practice.

                              CORPORATE OPPORTUNITIES. Employees, officers,

                              managers and directors are prohibited from taking

                              for themselves personally opportunities that are

                              discovered through the use of Company property,

                              information, or position for improper personal

                              gain. In addition, employees, officers, managers

                              and directors are prohibited from using Company

                              property, information or their position for

                              personal gain or competing with the Company.

                              Employees, officers, managers and directors owe a

                              duty to the Company to advance its legitimate

                              interests when the opportunity to do so arises.

                              DUTY TO REPORT VIOLATIONS OF LAW, REGULATIONS OR

                              THE CODE. Each employee, officer, manager and

                              director is responsible for promptly bringing to

                              the Company’s attention any circumstances which he

                              or she believes in good faith may constitute a

                              violation of applicable law, regulations or this

                              Code. The Company considers that failure to

                              discharge this responsibility may be as serious as

                              the violation itself. Employees, officers,

                              managers and directors are encouraged and required

                              to raise any concern about risks to the Company

                              before these risks become actual problems.

                              Information regarding violations should be given

                              to the employee’s supervisor or, if the employee

                              prefers, directly to the Company’s General Counsel

                              by calling (276) 619-4463. Although it may be

                              impossible in certain circumstances to keep an

                              employee’s identity confidential, whether in

                              compliance with law or otherwise, the Company will

                              strive to take every action practicable to

                              maintain confidentiality for any employee

                              reporting a violation. The Company will see that

                              employees giving such information are protected

                              from any adverse employment action for having

                              reported such a possible violation, except for the

                              reporting employee’s own violations. The Board of

                              Directors' Audit Committee has established a

                              separate process that permits employees to submit

                              concerns regarding questionable accounting or

                              auditing matters to the Audit Committee.

                              REPORTING QUESTIONABLE ACCOUNTING OR AUDITING

                              MATTERS. The Company has established a separate

                              procedure which allows employees to submit

                              concerns about the Company’s accounting, financial

                              reporting, internal accounting controls and

                              auditing matters (“Accounting Matters”), openly,

                              confidentially or anonymously. The Audit Committee

                              of the Board of Directors is responsible for

                              addressing any Accounting Matters. The Audit

                              Committee has authorized the retention of an

                              outside, third-party vendor, Shareholder.com, to

                              which concerns regarding Accounting Matters may be

                              reported. Individuals wishing to submit concerns

                              about Accounting Matters can contact

                              Shareholder.com toll-free, at (866) 259-2480, via

                              email at anr@openboard.info or via the internet at

                              http://www.openboard.info/anr

                              The process outlined above permits employees to

                              notify the Company of Accounting Matters on an

                              anonymous basis. A reporting employee’s identity

                              will be kept confidential to the extent possible

                              in connection with the investigation except as

                              otherwise required under applicable law. Prompt

                              and appropriate corrective action will be taken

                              when and as warranted in the judgment of the Audit

                              Committee. Additional details on the Company’s

                              procedure to report Accounting Matters can be

                              found in the Company’s Procedures for Submission

                              of Employee Concerns Regarding Accounting or

                              Auditing Matters, available on the Company’s web

                              page and from the General Counsel.

                              The Company will not discharge, demote, suspend,

                              threaten, harass or in any manner discriminate

                              against any employee in the terms and conditions

                              of employment based upon any lawful actions of

                              such employee with respect to good faith reporting

                              of complaints regarding Accounting Matters or

                              otherwise as specified in the Sarbanes-Oxley Act

                              of 2002. However, employees who file reports or

                              provide evidence which they know to be false or

                              without a reasonable belief in the truth and

                              accuracy of such information will not be protected

                              by the above policy statement and may be subject

                              to disciplinary action, including termination of

                              employment. In addition, the reporting of a

                              violation of this Code which implicates the

                              reporting employee will not protect the reporting

                              employee from disciplinary action for his or her

                              own violation of this Code.

                              “AT WILL” EMPLOYMENT. This Code does not, nor is

                              it intended to, contain contractual promises or

                              constitute a contract of employment. Employees who

                              are “at-will” employees will remain so after

                              adoption of this Code. This means that, subject to

                              any written contracts of employment, any employee

                              may terminate employment at any time for any

                              reason, and that the Company and its subsidiaries

                              may terminate any employee’s employment at any

                              time for any non-discriminatory reason.

                              COMPLIANCE; WAIVERS OF THIS CODE. The Audit

                              Committee is responsible for monitoring

                              developments applicable to this Code and may make

                              such changes to the Code as may be appropriate. In

                              addition, the Audit Committee reports regularly to

                              the full Board of Directors with respect to issues

                              that arise with respect to the Company’s

                              compliance with legal or regulatory requirements,

                              including the risk of criminal conduct. The Vice

                              President of Human Resources is responsible for

                              reviewing the day-to-day compliance by all

                              employees with this Code and all other Human

                              Resources policies and the issuance of related

                              procedures regarding compliance. The General

                              Counsel or Vice President of Human Resources

                              reports regularly to the Company’s Audit Committee

                              and the Board of Directors regarding employees’

                              compliance with the Code and the overall

                              effectiveness of the Code. The General Counsel and

                              Vice President of Human Resources will establish

                              appropriate internal training programs concerning

                              compliance and ethics matters for the Company’s

                              directors, officers and other high-level

                              personnel, as well as employees and agents of the

                              Company.

                              Any waiver of this Code for executive officers,

                              financial officers, managers or directors may be

                              made only by the Board of Directors of Alpha

                              Natural Resources, Inc. or a committee designated

                              by the Board of Directors and will, if applicable,

                              be promptly disclosed as required by applicable

                              law or stock exchange regulation.

                              ANNUAL QUESTIONNAIRE. The Company requires that

                              selected employees, officers, managers and

                              directors complete an annual questionnaire

                              designed to elicit information and to provide

                              further guidance as to compliance with many of the

                              policies referred to in this Code. After review of

                              these questionnaires, a report is made to the

                              Company’s Chief Executive Officer and the Audit

                              Committee of the Board of Directors.

                              APPLICATION OF CODE – QUESTIONS AND

                              INTERPRETATIONS. This Code does not constitute a

                              comprehensive explanation of all laws and

                              regulations applicable to the Company and the

                              covered persons and does not include all of the

                              Company’s applicable employment policies. Company

                              employees, officers, managers and directors may

                              have questions regarding the application of the

                              Code, applicable law or other policies of the

                              Company in particular situations. All employees,

                              officers, managers and directors are responsible

                              for seeking guidance in case of any question or

                              doubt. For this purpose, inquiries should be

                              directed to the Company’s General Counsel by

                              calling (276) 619-4463.

 

 

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                        © 2005-06 Alpha Natural Resources, Inc. All rights

                        reserved.

                        Main office: One Alpha Place, P.O. Box 2345, Abingdon,

                        VA 24212 Phone 276.619.4410 Toll Free 866.32.ALPHA.