EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 14th day of

March, 2005 (the "Effective Date"), by and between Bennett K. Hatfield

("Executive") and International Coal Group, Inc. (the "Company"), a Delaware

corporation.



                                    RECITALS:



      A. ICG desires to employ Executive, and Executive desires to be employed

by ICG, under the terms and conditions of this Agreement.



      B. The Board of Directors has also determined that it is in the best

interests of the stockholders and ICG to promote stability among key officers.



      IN CONSIDERATION OF THE FOREGOING, the mutual covenants contained herein,

and other good and valuable consideration, receipt of which is hereby

acknowledged, the parties agree as follows:



1.    DEFINITIONS.



      1.1 "ACCOUNTANTS" has the meaning set forth in Section 10.7(B)(i).



      1.2 "ANNUAL BONUS" has the meaning set forth in Section 5.2.



      1.3 "APPLICANT VIOLATOR SYSTEM" has the meaning set forth in Section 12.4.



      1.4 "BASE SALARY" has the meaning set forth in Section 5.1.



      1.5 "BOARD" or "BOARD OF DIRECTORS" means the board of directors of the

Company.



      1.6 "CAUSE" means (A) the commission by Executive of (i) a felony or (ii)

any serious crime involving fraud, dishonesty or breach of trust; (B) gross

negligence or intentional misconduct by Executive with respect to ICG or in the

performance of his duties to ICG; (C) failure to follow a reasonable, lawful and

specific direction of the Board of Directors; (D) failure by Executive to

cooperate in any corporate investigation; or (E) breach by Executive of any

material provision of this Agreement, which breach is not corrected by Executive

within ten (10) calendar days after receipt by Executive of written notice from

ICG of such breach. For purposes of this definition, no act or failure to act by

the Executive shall be considered "intentional" unless done or omitted to be

done by the Executive in bad faith and without reasonable belief that the

Executive's action or omission was in the best interests of ICG.



      1.7 "CHANGE IN CONTROL" means that (A) WL Ross & Co. LLC's percentage of

Company Stock held (9.2% on the Effective Date) is reduced by 50% or more solely

as a result of a sale by WL Ross & Co. LLC of Company Stock, or (B) a person or

entity acquires 40% or more of Company Stock after which the individuals who

constitute the Board immediately prior to such acquisition cease for any reason

to constitute at least a majority thereof.



      1.8 "CODE" has the meaning set forth in Section 5.3(B).



                                      -1-





      1.9 "COMPANY STOCK" has the meaning set forth in Section 5.3(A)(i).



      1.10 "COVERED PAYMENTS" has the meaning set forth in Section 10.7(A).



      1.11 "DISABILITY" or "DISABLED" means the absence of Executive from

Executive's duties with the Company on a full time basis for 180 consecutive

business days as a result of incapacity due to mental or physical illness that

is determined to be total and permanent by a physician selected by the Company

or its insurers and reasonably acceptable to Executive or Executive's legal

representative.



      1.12 "EBITDA" has the meaning set forth in Section 5.2.



      1.13 "EXCISE TAX" has the meaning set forth in Section 10.7(A).



      1.14 "EXCISE TAX REIMBURSEMENT" has the meaning set forth in Section

10.7(A).



      1.15 "GOOD REASON" means the termination of Executive's employment by

Executive pursuant to Section 9.2, such written notice being given within thirty

(30) days of the occurrence of any of the following events:



            (A) involuntary reduction in Executive's Base Salary unless with

      Executive's consent such reduction occurs simultaneously with a reduction

      in officers' salaries generally applicable on a company-wide basis;



            (B) involuntary discontinuance or reduction in Executive's Annual

      Bonus award opportunities unless with Executive's consent such

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