National Coal (NCOC)

General

We adopted the 2004 Plan in March 2004. Each employee, consultant or director of National Coal or any of its subsidiaries is eligible to be considered for the grant of stock options or purchase rights under the 2004 Plan. The maximum number of shares of common stock that may be issued pursuant to awards granted under the 2004 Plan currently is 2,750,000, subject to certain adjustments in the event of a stock split, reverse stock split, recapitalization or similar event. Any shares of common stock subject to an option or purchase right, which for any reason expires or terminates unexercised, are again available for issuance under the 2004 Plan. The amendment to the 2004 Plan described in this proxy statement increases the total number of reserved shares to 4,450,000.

The 2004 Plan may be administered by the Board of Directors or a committee of two or more non-employee directors appointed by the Board of Directors, each of whom shall be an “outside director” for purposes of 162(m) of the Internal Revenue Code of 1986, as amended. Presently, the 2004 Plan is administered by our Compensation Committee. The party administering the 2004 Plan is referred to in this proxy statement as the Administrator. Subject to the provisions of the 2004 Plan, the Administrator has full and final authority to select the employees, officers, directors and consultants to whom awards will be granted, to grant the awards and to determine the terms and conditions of the awards and the number of shares to be issued pursuant to the awards.

GENERAL

We mine, process and sell high quality bituminous steam coal from mines located in Eastern Tennessee and Southeastern Kentucky. We own the coal mineral rights to approximately 74,600 acres of land and lease the coal mineral rights to approximately 40,900 additional acres. We have expanded our operations considerably since commencing operations from a single surface mine in Tennessee in July 2003. Currently, our mining complexes include three underground mines, two surface mines, and one highwall mine. In addition, we have four preparation plants and four unit train loading facilities served by the CSX and Norfolk & Southern railroads. We hold permits that allow us to open five new mines close to our current operations, most of which we expect to be operational by the end of 2006. As of September 30, 2005, we controlled approximately 81.1 million tons of proven and probable coal reserves, of which we estimate approximately 38.8 million tons are currently recoverable. We estimate our recoverable coal reserves will provide approximately 28 years of production at our actual rate of production for the three months ended September 30, 2005. We expect our production to increase significantly as we continue to expand our operations.

Since our inception, our revenues have resulted primarily from the sale of coal to electric utility companies in the Southeastern United States. According to the U.S. Energy Information Administration (“EIA”), in 2004 the Southeast region accounted for 23% of coal-generated electricity production in the United States, more than any other U.S. region. We believe that the long-term outlook for coal demand in the Southeast is favorable, as coal-generated electricity production in our region is expected to grow at a rate of 2.0% per year according to the EIA. In addition, the Southeast region is projected by the EIA to account for 27% of the expansion of coal-generated electricity production in the United States over the next 20 years. For the nine months ended September 30, 2005, approximately 84% of our revenue was generated from coal sales to electric utility companies in the Southeastern United States and our largest customers were Georgia Power, South Carolina Public Authority (Santee Cooper) and East Kentucky Power, representing approximately 30%, 25% and 12% of our revenues, respectively.

Since we commenced production in July 2003 and through September 30, 2005, our mines have produced 1.2 million tons of coal. Approximately 60% of our production for the first three quarters of 2005 was produced at underground mines, 26% was produced at surface mines, and the remaining portion was produced at our highwall mine. We estimate that our existing mines will be capable of producing up to 1.7 million tons of coal per year. We have taken advantage of a strong pricing environment to obtain long-term (greater than 12 months in duration) supply agreements with key customers at prices averaging over $50 per ton. As of September 30, 2005, we had sales commitments in place for approximately 100% of our planned 2005 production, 74% of our planned 2006 production from existing mines and approximately 48% of our planned 2007 production from existing mines. We plan to continue to capitalize on the currently strong pricing environment by pursuing additional long-term contracts and opportunistically selling coal on the spot market for the remainder of our uncommitted production.