10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 (Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 001-07775

MASSEY ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Delaware	95-0740960
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
4 North 4th Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

(804) 788-1800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes xNo ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes xNo ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No x

As of July 20, 2009, there were 85,469,643 shares of common stock, $0.625 par value, outstanding.

MASSEY ENERGY COMPANY

FORM 10-Q

For the Quarterly Period Ended June 30, 2009

TABLE OF CONTENTS	PAGE
PART I:   FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	30
PART II:  OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 4.  Submission of Matters to a Vote of Security Holders	31
Item 6. Exhibits	32
SIGNATURES	34

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

MASSEY ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
UNAUDITED
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Revenues
Produced coal revenue	$	603,219		$	710,305		$	1,284,246		$	1,253,536
Freight and handling revenue		60,948			83,460			118,730			148,502
Purchased coal revenue		19,231			6,867			29,171			17,541
Other revenue		14,229			26,206			33,568			51,884
Total revenues		697,627			826,838			1,465,715			1,471,463
Costs and expenses
Cost of produced coal revenue		484,641			499,661			1,030,566			917,888
Freight and handling costs		60,948			83,460			118,730			148,502
Cost of purchased coal revenue		15,489			5,570			20,695			15,434
Depreciation, depletion and amortization, applicable to:
Cost of produced coal revenue		66,801			61,459			138,419			120,807
Selling, general and administrative		840			848			1,861			1,752
Selling, general and administrative		20,001			38,516			41,871			59,995
Other expense		579			622			1,362			1,408
Litigation charge		-			245,276			-			245,276
Gain on derivative instruments		(377	)		-			(9,244	)		-
Total costs and expenses		648,922			935,412			1,344,260			1,511,062
Income (loss) before interest and taxes		48,705			(108,574	)		121,455			(39,599	)
Interest income		2,807			3,586			11,684			8,807
Interest expense		(25,453	)		(20,806	)		(50,689	)		(41,763	)
Income (loss) before taxes		26,059			(125,794	)		82,450			(72,555	)
Income tax (expense) benefit		(5,867	)		32,456			(18,832	)		21,151
Net income (loss)	$	20,192		$	(93,338	)	$	63,618		$	(51,404	)
Net income (loss) per share
Basic	$	0.24		$	(1.16	)	$	0.75		$	(0.64	)
Diluted	$	0.24		$	(1.16	)	$	0.75		$	(0.64	)
Shares used to calculate Net income (loss) per share
Basic		84,872			80,162			84,865			79,965
Diluted		85,270			80,162			85,226			79,965
Dividends per share	$	0.06		$	0.05		$	0.12		$	0.10

See Notes to Condensed Consolidated Financial Statements

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MASSEY ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
UNAUDITED
				As Adjusted
	June 30,			December 31,
	2009			2008
ASSETS
Current Assets
Cash and cash equivalents	$	609,557		$	606,997
Short-term investment		15,121			39,383
Trade and other accounts receivable, less allowance of $644 and $873,
respectively		240,403			233,266
Inventories		225,262			233,168
Income taxes receivable		-			6,621
Other current assets		99,133			116,061
Total current assets		1,189,476			1,235,496
Net Property, Plant and Equipment		2,337,855			2,297,696
Other Noncurrent Assets		127,699			139,186
Total assets	$	3,655,030		$	3,672,378
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable, principally trade and bank overdrafts	$	163,722		$	244,201
Short-term debt		1,546			1,976
Payroll and employee benefits		51,622			56,959
Income taxes payable		1,340			-
Other current liabilities		168,384			201,017
Total current liabilities		386,614			504,153
Noncurrent Liabilities
Long-term debt		1,318,244			1,310,181
Deferred income taxes		183,924			177,294
Pension obligation		62,363			63,304
Other noncurrent liabilities		510,828			490,834
Total noncurrent liabilities		2,075,359			2,041,613
Total liabilities		2,461,973			2,545,766
Shareholders’ Equity
Capital stock
Preferred – authorized 20,000,000 shares without par value; none issued		-			-
Common – authorized 150,000,000 shares of $0.625 par value; issued
85,469,643 and 85,447,970 shares, respectively		53,405			53,378
Additional capital		551,053			542,519
Retained earnings		685,510			632,077
Accumulated other comprehensive loss		(96,911	)		(101,362	)
Total shareholders’ equity		1,193,057			1,126,612
Total liabilities and shareholders’ equity	$	3,655,030		$	3,672,378

See Notes to Condensed Consolidated Financial Statements

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MASSEY ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
UNAUDITED
	Six Months Ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	63,618		$	(51,404	)
Adjustments to reconcile Net income (loss) to Cash provided by
operating activities:
Depreciation, depletion and amortization		140,280			122,559
Share-based compensation expense		6,474			5,629
Amortization of bond discount		9,515			314
Deferred income taxes		5,870			(26,494	)
(Gain) loss on disposal of assets		(11,046	)		247
Gain on reserve exchange		-			(28,833	)
Net change in fair value of derivative instruments		(25,034	)		-
Asset retirement obligations accretion		7,016			5,922
Changes in operating assets and liabilities:
Increase in accounts receivable		(6,276	)		(101,240	)
Decrease (increase) in inventories		7,906			(5,229	)
Decrease in other current assets		16,928			4,244
Decrease in other assets		7,787			1,922
(Decrease) increase in accounts payable and bank overdrafts		(80,479	)		38,539
Increase in accrued income taxes		7,961			16,302
(Decrease) increase in other accrued liabilities		(13,538	)		274,534
Increase in other noncurrent liabilities		12,074			20,249
Increase in pension obligation		7,865			834
Asset retirement obligations payments		(2,538	)		(3,440	)
Cash provided by operating activities		154,383			274,655
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(179,131	)		(301,758	)
Proceeds from redemption of Short-term investment		24,262			-
Proceeds from sale of assets		15,113			1,440
Cash utilized by investing activities		(139,756	)		(300,318	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of capital lease obligations		(1,812	)		(940	)
Redemption of 4.75% convertible senior notes		(70	)		-
Cash dividends paid		(10,185	)		(7,972	)
Proceeds from stock options exercised		-			16,467
Income tax benefit from stock option exercises		-			4,792
Cash (utilized) provided by financing activities		(12,067	)		12,347
Increase (decrease) in cash and cash equivalents		2,560			(13,316	)
Cash and cash equivalents at beginning of period		606,997			365,220
Cash and cash equivalents at end of period	$	609,557		$	351,904

See Notes to Condensed Consolidated Financial Statements

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(1)   Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements do not include footnotes and certain financial information normally presented annually under accounting principles generally accepted in the United States and, therefore, should be read in conjunction with the Annual Report on Form 10-K of Massey Energy Company (“we,” “our,” “us” or the “Company”) for the year ended December 31, 2008. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the quarterly period ended June 30, 2009 are not necessarily indicative of results that can be expected for the fiscal year ending December 31, 2009.

The condensed consolidated financial statements included herein are unaudited; however, the financial statements contain all adjustments (consisting of normal recurring accruals), which, in our opinion, are necessary to present fairly our consolidated financial position at June 30, 2009, our consolidated results of operations for the three and six months ended June 30, 2009 and 2008, and cash flows for the six months ended June 30, 2009 and 2008, in conformity with accounting principles generally accepted in the United States (“GAAP”).

The condensed consolidated financial statements include our accounts and the accounts of our wholly owned and sole, direct operating subsidiary, A.T. Massey Coal Company, Inc. (“A.T. Massey”), and A.T. Massey’s wholly and majority owned direct and indirect subsidiaries. Significant intercompany transactions and accounts are eliminated in consolidation. We have no independent assets or operations. We do not have a controlling interest in any separate independent operations. Investments in business entities in which we do not have control, but have the ability to exercise significant influence over the operating and financial policies, are accounted for under the equity method.

A.T. Massey and substantially all of our indirect operating subsidiaries, each such subsidiary being indirectly 100% owned by us, fully and unconditionally, jointly and severally, guarantee our obligations under the 6.625% senior notes due 2010 (“6.625% Notes”), the 6.875% senior notes due 2013 (“6.875% Notes”), the 3.25% convertible senior notes due 2015 (“3.25% Notes”) and the 2.25% convertible senior notes due 2024 (“2.25% Notes”).  The subsidiaries not providing a guarantee of the 6.625% Notes, the 6.875% Notes, the 3.25% Notes and the 2.25% Notes are minor (as defined under Securities and Exchange Commission (“SEC”) Rule 3-10(h)(6) of Regulation S-X). See Note 5 to the Notes to Condensed Consolidated Financial Statements for a more complete discussion of debt.

We have evaluated all subsequent events through August 10, 2009, the date the financial statements were issued. No material recognized or non-recognizable subsequent events were identified.

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). In February 2008, the FASB issued FASB Staff Position 157-2, Partial Deferral of the Effective Date of SFAS 157, which delayed the effective date of SFAS 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities.  We adopted SFAS 157 effective January 1, 2008, for financial assets and financial liabilities. The adoption of SFAS 157 for financial assets and financial liabilities did not have a material impact on our financial position or results of operations.  We adopted SFAS 157 effective January 1, 2009, for non-financial assets and non-financial liabilities. The adoption of SFAS 157 for non-financial assets and non-financial liabilities did not have a material impact on our financial position or results of operations. See Note 12 to the Notes to Condensed Consolidated Financial Statements for more information on SFAS 157.

Derivative Instruments

Our coal sales and coal purchase forward contracts’ derivative positions are offset on a counterparty-by-counterparty basis for derivative instruments executed with the same counterparty under a master netting arrangement, in accordance with FSP Interpretation No. 39-1.

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In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”) which is effective for fiscal years beginning after November 15, 2008. SFAS 161 amends the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”  to provide an enhanced understanding of how and why derivative instruments are used, how they are accounted for and their effect on an entity’s financial condition, performance and cash flows. We adopted SFAS 161 effective January 1, 2009. See Note 11 to the Notes to Condensed Consolidated Financial Statements for disclosure in accordance with SFAS 161.

Convertible Debt Securities

In May 2008, the FASB issued FASB Staff Position APB 14-1 (“FSP APB 14-1”), “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” which applies to all convertible debt instruments that have a ‘‘net settlement feature,’’ which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion. FSP APB 14-1 requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuers’ nonconvertible debt borrowing rate. FSP APB 14-1 requires that an entity determine the estimated fair value of a similar debt instrument as of the date of the issuance without the conversion feature but inclusive of any other embedded features and assign that value to the debt component of the instrument, which resulted in a discount being recorded.  The debt is subsequently being accreted through interest expense to its par value over its expected life using the market rate at the date of issuance.  The residual value between the initial proceeds and the value allocated to the debt is reflected in equity as additional paid in capital. FSP APB 14-1 is applicable to our 3.25% Notes. We adopted FSP APB 14-1 effective January 1, 2009. See Note 5 to the Notes to Condensed Consolidated Financial Statements for more information on FSP APB 14-1.

The adoption of FSP APB 14-1 impacted the historical accounting for the 3.25% Notes, which resulted in the adjustment of our Consolidated Balance Sheets as of December 31, 2008, as follows:

	As Originally
	Presented		As Adjusted
	December 31,		December 31,
	2008		2008
	(In Thousands)
Other Noncurrent Assets	$	142,644	$	139,186
Total assets		3,675,836		3,672,378
Long-term debt		1,463,643		1,310,181
Deferred taxes		117,268		177,294
Total noncurrent liabilities		2,135,049		2,041,613
Total liabilities		2,639,202		2,545,766
Additional capital		444,122		542,519
Retained earnings		640,496		632,077
Total shareholders’ equity		1,036,634		1,126,612
Total liabilities and shareholders’ equity		3,675,836		3,672,378

As the 3.25% Notes were issued during the third quarter of 2008, the adoption of FSP APB 14-1 did not impact our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2008.

Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, “Subsequent Event.”  SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  The pronouncement provides, (a) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or

5

disclosure in the financial statements; (b) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS No. 165 is required to be adopted prospectively and was effective for interim or annual periods ending after June 15, 2009.  We adopted SFAS 165 for the quarter ending June 30, 2009. The adoption of SFAS No. 165 did not have a material effect on our cash flows, results of operations or financial condition.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 identifies the FASB Accounting Standards Codification as the authoritative source of GAAP in the United States. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect adoption to have a material impact on our condensed consolidated financial statements.

(2)           Inventories

Inventories consisted of the following:

	June 30, 2009		December 31, 2008
	(In Thousands)
Saleable coal	$	133,561	$	144,834
Raw coal		28,155		16,802
Coal inventory		161,716		161,636
Supplies inventory		63,546		71,532
Total inventory	$	225,262	$	233,168

Saleable coal represents coal ready for sale, including inventories designated for customer facilities under consignment arrangements of $24.4 million and $50.7 million at June 30, 2009 and December 31, 2008, respectively. Raw coal represents coal that generally requires further processing prior to shipment to the customer.

 (3)           Other Current Assets

Other current assets are comprised of the following:

	June 30, 2009		December 31, 2008
	(In Thousands)
Longwall panel costs	$	14,722	$	12,290
Deposits		59,432		59,648
Other		24,979		44,123
Total other current assets	$	99,133	$	116,061

Deposits consist primarily of funds placed in restricted accounts with financial institutions to collateralize letters of credit that support workers’ compensation requirements, insurance and other obligations. As of June 30, 2009 and December 31, 2008, Deposits includes $46.0 million of funds pledged as collateral to support $45.0 million of outstanding letters of credit. In addition, Deposits at June 30, 2009 and December 31, 2008 includes $13.4 and $13.0 million of United States Treasury securities supporting various regulatory obligations, respectively.

(4)           Property, Plant and Equipment

Property, plant and equipment is comprised of the following:

	June 30, 2009			December 31, 2008
	(In Thousands)
Property, plant and equipment, at cost	$	4,520,188		$	4,373,325
Accumulated depreciation, depletion and amortization		(2,182,333	)		(2,075,629	)
Net property, plant and equipment	$	2,337,855		$	2,297,696

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Property, plant and equipment includes gross assets under capital leases of $12.9 and $17.3 million at June 30, 2009 and December 31, 2008, respectively.

During the first quarter of 2009, we sold our interest in certain coal reserves to a third party, recognizing  a pre-tax gain of $7.1 million in Other revenue.

During the first and second quarters of 2008, we exchanged coal reserves with various third parties, recognizing gains in Other revenue of $13.6 and $15.3 million (pre-tax), respectively, in accordance with SFAS 153.  The acquired coal reserves were recorded in Property, plant and equipment at the fair value of the reserves surrendered.

(5)           Debt

Debt is comprised of the following:

				As Adjusted
	June 30, 2009			December 31, 2008
	(In Thousands)
6.875% senior notes due 2013, net of discount
of $3,622 and $3,959, respectively	$	756,378		$	756,041
3.25% convertible senior notes due 2015, net of discount
of $144,284 and $153,462, respectively		526,716			517,538
6.625% senior notes due 2010		21,949			21,949
2.25% convertible senior notes due 2024		9,647			9,647
4.75% convertible senior notes due 2023		-			70
Capital lease obligations		5,100			6,912
Total debt		1,319,790			1,312,157
Amounts due within one year		(1,546	)		(1,976	)
Total long-term debt	$	1,318,244		$	1,310,181

The weighted average effective interest rate of the outstanding borrowings was 7.3% both at June 30, 2009 and December 31, 2008.

Convertible Debt Securities

In May 2008, the FASB issued FSP APB 14-1 (as discussed in Note 1) which is applicable to our 3.25% Notes.  We adopted FSP APB 14-1 as of January 1, 2009, which resulted in increased Interest expense of $4.6 and $9.1 million pre-tax for the three and six months ended June 30, 2009. The impact to Earnings per share was a decrease of $0.04 and $0.07 for the three and six months ended June 30, 2009. FSP APB 14-1 requires us to separately account for the liability and equity components in a manner reflective of the issuers’ nonconvertible debt borrowing rate, which was determined to be 7.75% at the date of issuance.

The discount associated with the 3.25% Notes will be amortized via the effective-interest method increasing the reported liability until the notes are carried at par value on their maturity date.

4.75% Notes

During May 2009, we redeemed at par the remaining $70,000 of the 4.75% convertible senior notes due 2023.

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(6) Pension Expense

Net periodic pension expense for both our qualified defined benefit pension plan and nonqualified supplemental benefit pension plan is comprised of the following components:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(In Thousands)
Service cost	$	2,972		$	2,212		$	5,354		$	4,328
Interest cost		4,293			4,057			8,465			8,056
Expected return on plan assets		(4,154	)		(5,713	)		(8,180	)		(11,426	)
Recognized loss		4,428			378			8,666			631
Amortization of prior service cost		130			11			140			21
Net periodic pension expense	$	7,669		$	945		$	14,445		$	1,610

We paid benefits to participants of the nonqualified supplemental benefit pension plan of $0.03 million for  the six month periods ended June 30, 2009 and 2008. We expect that contributions of an estimated $7.5 million will be required in 2009 for the qualified defined benefit pension plan. We have contributed a total of $5.0 million to the qualified defined benefit pension plan in 2009, $2.5 million in both April and July 2009.

The increase in our 2009 pension cost related to our qualified defined benefit pension plan was due to investment losses on our pension assets incurred during 2008.

(7)           Other Noncurrent Liabilities

Other noncurrent liabilities is comprised of the following:

	June 30, 2009		December 31, 2008
	(In Thousands)
Reclamation	$	165,964	$	154,823
Workers' compensation and black lung		93,952		92,982
Other postretirement benefits		165,556		161,527
Other		85,356		81,502
Total other noncurrent liabilities	$	510,828	$	490,834

(8)           Black Lung and Workers’ Compensation Expense

Expenses for black lung benefits and workers’ compensation related benefits include the following components:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(In Thousands)
Self-insured black lung benefits:
Service cost	$	1,145		$	493		$	1,845		$	1,093
Interest cost		686			845			1,436			1,695
Amortization of actuarial gain		(1,263	)		(870	)		(2,288	)		(1,745	)
Subtotal black lung benefits expense		568			468			993			1,043
Other workers' compensation benefits		5,696			7,416			15,065			16,547
Total black lung and workers'
compensation benefits expense	$	6,264		$	7,884		$	16,058		$	17,590

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Payments for benefits, premiums and other costs related to black lung and workers’ compensation liabilities were $5.7 million and $6.8 million for the three months ended June 30, 2009 and 2008, respectively, and were $17.6 million and $13.4 million for the six months ended June 30, 2009 and 2008, respectively.

(9)           Other Postretirement Benefits Expense

Net periodic postretirement benefit cost includes the following components:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(In Thousands)
Service cost	$	920		$	777		$	1,957		$	1,602
Interest cost		2,491			2,072			5,009			4,422
Recognized loss		566			82			1,152			407
Amortization of prior service credit		(188	)		(188	)		(376	)		(376	)
Net periodic postretirement benefit cost	$	3,789		$	2,743		$	7,742		$	6,055

Payments for benefits related to postretirement benefit cost were $1.8 million and $1.7 million for the three months ended June 30, 2009 and 2008, respectively, and were $3.3 million and $3.1 million for the six months ended June 30, 2009 and 2008, respectively.

 (10)           Earnings Per Share

The number of shares of our common stock, $0.625 par value per share (“Common Stock”), used to calculate basic earnings per share for the three and six months ended June 30, 2009 and 2008 is based on the weighted average of outstanding shares of Common Stock during the respective periods. The number of shares of Common Stock used to calculate diluted earnings per share is based on the number of shares of Common Stock used to calculate basic earnings per share plus the dilutive effect of stock options and other stock-based instruments held by our employees and directors during each period and debt securities currently convertible into shares of Common Stock during each period. The effect of dilutive securities issuances in the amount of 2.7 million and 3.0 million shares of Common Stock for the three and six months ended June 30, 2009, and 2.4 million and 2.8 million shares of Common Stock for the three and six months ended June 30, 2008, respectively, were excluded from the calculation of diluted income per share of Common Stock, as such inclusion would result in antidilution.

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The computations for basic and diluted income per share are based on the following per share information:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009		2008
			(In Thousands, Except Per Share Amounts)
Numerator:
Net income (loss) - numerator for basic	$	20,192		$	(93,338	)	$	63,618	$	(51,404	)
Effect of convertible notes		43			-			87		-
Adjusted net income (loss) - numerator
for diluted	$	20,235		$	(93,338	)	$	63,705	$	(51,404	)
Denominator:
Weighted average shares - denominator
for basic		84,872			80,162			84,865		79,965
Effect of stock options/restricted stock		109			-			71		-
Effect of convertible notes		289			-			290		-
Adjusted weighted average
shares - denominator for diluted		85,270			80,162			85,226		79,965
Net income (loss) per share:
Basic	$	0.24		$	(1.16	)	$	0.75	$	(0.64	)
Diluted	$	0.24		$	(1.16	)	$	0.75	$	(0.64	)

The 2.25% Notes are convertible by holders into shares of Common Stock during certain periods under certain circumstances. The 2.25% Notes were not eligible for conversion at June 30, 2009.  If all of the 2.25% Notes outstanding at June 30, 2009 had been eligible for conversion and were converted, we would have issued 287,113 shares of Common Stock.

The 3.25% Notes are convertible under certain circumstances and during certain periods into (i) cash, up to the aggregate principal amount of the 3.25% Notes subject to conversion and (ii) cash, Common Stock or a combination thereof, at our election in respect to the remainder (if any) of our conversion obligation. As of June 30, 2009, the price per share of Common Stock had not reached the specified threshold for conversion.

 (11)           Derivative Instruments

We evaluate each of our coal sales and coal purchase forward contracts under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) to determine if they qualify for the normal purchase normal sale (“NPNS”) exception prescribed by SFAS 133. The majority of our forward contracts do qualify for the NPNS exception based on management's intent and ability to physically deliver or take physical delivery of the coal and therefore are not reflected in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income. For those contracts that do not qualify for the NPNS exception, the contracts are required to be accounted for as derivative instruments in accordance with SFAS 133, which requires all derivative instruments to be recognized as assets or liabilities and to be measured at fair value. We use purchase coal contracts to supplement our produced and processed coal in order to provide coal to meet customer requirements under sales contracts. Those contracts that have been identified as derivatives have not been designated as cash flow or fair value hedges and, accordingly, the net change in fair value is recorded in current period earnings.  As of June 30, 2009, there were approximately 1.3 million and 2.5 million tons outstanding under these coal purchase and coal sales contracts, respectively. We have recorded a net gain of $0.4 million ($4.3 million of unrealized gains due to fair value measurement adjustments and $3.9 million of realized losses due to settlements on existing contracts) for the three months ended June 30, 2009, and a net gain of $9.2 million ($25.0 million of unrealized gains due to fair value measurement adjustments and $15.8 million of realized losses due to

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settlements on existing contracts) for the six months ended June 30, 2009, related to coal sales and purchase contracts that qualify as derivatives in the Condensed Consolidated Statements of Income under the caption Gain on derivative instruments. An asset of $2.5 million is included in Other current assets in the Condensed Consolidated Balance Sheets as of June 30, 2009. The fair values of our purchases and sales derivative contracts have been aggregated in Other current assets.

We are exposed to certain risks related to coal price volatility. The forward purchases and sales contracts we enter into and deem derivatives allow us to mitigate a portion of the underlying risk associated with coal price volatility.

(12)           Fair Value of Financial Instruments

On January 1, 2008, we adopted SFAS 157, which requires the categorization of financial assets and liabilities based upon the level of judgments associated with the inputs used to measure their fair value.  Hierarchical levels – defined by SFAS 157 and directly related to the amount of subjectivity associated with the inputs used to determine the fair value of financial assets and liabilities – are as follows:

• Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level 3 – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.  Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Each major category of financial assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.

	June 30, 2009
	(In Thousands)
	Level 1		Level 2		Level 3		Total
Fixed income securities	$	13,421	$	-	$	-	$	13,421
Money market funds		623,003		-		-		623,003
Short-term investment		-		-		15,121		15,121
Derivative instruments		-		2,483		-		2,483
Total securities	$	636,424	$	2,483	$	15,121	$	654,028

All investments in money market funds are cash equivalents or deposits pledged as collateral and are primarily invested in seven money market funds and four Treasury-backed funds.  All fixed income securities are deposits, consisting of obligations of the U.S. Treasury, supporting various regulatory obligations.  See Note 3 to the Notes to Condensed Consolidated Financial Statements for more information on deposits.

Statement of Financial Accounting Standards No. 107, "Disclosure About Fair Value of Financial Instruments" (SFAS 107) requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which the Statement of Financial Accounting Standard No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" (SFAS 159) fair value option was not elected.  The following methods and assumptions were used to estimate the fair value of those financial instruments:

Short-term debt:  The carrying amount reported in the balance sheets for short-term debt approximates its fair value due to the short-term maturity of these instruments.

Long-term debt:  The fair value of long-term debt are estimated using the most recent quoted market prices at which a trade occured.

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The carrying amounts and fair values of financial instruments for which SFAS 159 was not elected are presented in the table below.  The carrying value of the 3.25% Notes in the table below reflects the full face amount of $671,000, which has been adjusted on the balance sheet for the adoption of APB 14-1.  See Note 5 to the Notes Condensed Consolidated Financial Statements for more information on SFAS 157.

	June 30, 2009		December 31, 2008
	Carring Value	Fair Value	Carring Value	Fair Value
	(In Thousands)
Short-term debt	$          1,546	$          1,546	$          1,976	$             1,976
Long-term debt	$   1,462,666	$   1,183,385	$   1,462,666	$         931,011

Short-Term Investment

Short-term investment is comprised of an investment in The Reserve Primary Fund (“Primary Fund”), a money market fund that has suspended redemptions and is being liquidated. We have determined that our investment in the Primary Fund no longer meets the definition of a security within the scope of SFAS 115 “Accounting for Certain Investments In Debt and Equity Securities” (“SFAS 115”), since the equity investment no longer has a readily determinable fair value. Therefore, the investment has been classified as a short-term investment, subject to the cost method of accounting, on our Condensed Consolidated Balance Sheet. This classification as a short-term investment is based on our assessment of each of the individual securities that make up the underlying portfolio holdings in the Primary Fund, which primarily consisted of commercial paper and discount notes having maturity dates within the next 12 months, and the stated notifications from the Primary Fund that they expect to liquidate substantially all of their holdings and make distributions within a year.

Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3):

	Short-term
(In Thousands)	Investments
Balance at December 31, 2008	$	39,383
Transfers out of Level 3, net		(24,262	)
Change in fair value included in earnings		-
Balance at June 30, 2009	$	15,121
Losses included in earnings attributable to the change in unrealized
losses relating to assets still held at June 30, 2009	$	-

We received distributions from the Primary Fund in the amount of $24.3 million during the first six months of 2009, leaving an investment balance of $15.1 million, net of an estimated $6.5 million loss recorded in 2008. While we expect to receive substantially all of our remaining $15.1 million in the Primary Fund during 2009, we cannot predict during 2009 when this will occur or the actual amount we will eventually receive.

Derivative Instruments

Certain of our coal sales and coal purchase forward contracts are accounted for as derivative instruments in accordance with SFAS 133. SFAS 133 requires all derivative instruments to be recognized as assets or liabilities and to be measured at fair value. To establish fair values for these contracts, we use bid/ask price quotations obtained from independent third-party brokers.  We could experience difficulty in valuing our derivative instruments if the number of third-party brokers should decrease or market liquidity is reduced. See Note 11 to the Notes to Condensed Consolidated Financial Statements for more information on SFAS 133.

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 (13)           Contingencies

Harman

In December 1997, A.T. Massey’s then subsidiary, Wellmore Coal Corporation (“Wellmore”), declared force majeure under its coal supply agreement with Harman Mining Corporation (“Harman”) and reduced the amount of coal to be purchased from Harman. On October 29, 1998, Harman and its sole shareholder sued A.T. Massey and five of its other subsidiaries (the “Massey Defendants”) in the Circuit Court of Boone County, West Virginia, alleging that the Massey Defendants tortiously interfered with Wellmore’s agreement with Harman, causing Harman to go out of business. On August 1, 2002, the jury awarded the plaintiffs $50 million in compensatory and punitive damages. On October 24, 2006, the Massey Defendants timely filed their Petition for Appeal to the Supreme Court of Appeals of West Virginia (“WV Supreme Court”).  On November 21, 2007, the WV Supreme Court issued a 3-2 majority opinion reversing the judgment against the Massey Defendants and remanding the case to the Circuit Court of Boone County with directions to enter an order dismissing the case, with prejudice, in its entirety.  The Harman plaintiffs filed motions asking the WV Supreme Court to conduct a rehearing in the case. On January 24, 2008, the WV Supreme Court decided to rehear the case, which was re-argued on March 12, 2008. On April 3, 2008, the WV Supreme Court again reversed the judgment against the Massey Defendants and remanded the case with direction to enter an order dismissing the case,with prejudice, in its entirety. In July 2008, the Harman plaintiffs petitioned the United States Supreme Court (the “U.S. Supreme Court”) to review the WV Supreme Court’s dismissal of their claims.

In December 2008, the U.S. Supreme Court agreed to review the case.  The U.S. Supreme Court granted review based on the question of whether a justice of the WV Supreme Court should have recused himself from the appeal. The U.S. Supreme Court found that the justice should have recused himself and ruled on June 8, 2009 that the matter should be reheard by the West Virginia Supreme Court.  The West Virginia Supreme Court will rehear the matter on September 8, 2009.  We believe the maximum loss exposure to this matter is from zero to approximately $85 million as of June 30, 2009, including post-judgment interest and other costs. We believe a loss is not probable and therefore have not recorded an accrual.  It is reasonably possible that our judgments regarding these matters could change in the near term, resulting in the recording of material losses that would affect our operating results and financial position.

West Virginia Flooding

Since July 2001, we and nine of our subsidiaries have been sued in 17 consolidated civil actions filed in the Circuit Courts of Boone, Fayette, Kanawha, McDowell, Mercer, Raleigh and Wyoming Counties, West Virginia, for alleged property damages and personal injuries arising out of flooding on or about July 8, 2001. Along with 32 other consolidated cases not involving us or our subsidiaries, these cases cover approximately 1,800 plaintiffs seeking unquantified compensatory and punitive damages against approximately 100 defendants. The WV Supreme Court transferred all 49 cases (the “Referred Cases”) to the Circuit Court of Raleigh County, West Virginia, to be handled by a mass litigation panel, which originally assigned three of its six judges to preside (the  “Panel”) over the litigation.  We believe we have insurance coverage applicable to these items.

Since August 2004, five of our subsidiaries have been sued in six civil actions filed in the Circuit Courts of Boone, McDowell, Mingo, Raleigh, Summers and Wyoming Counties, West Virginia, for alleged property damages and personal injuries arising out of flooding on or about May 2, 2002. These complaints cover approximately 350 plaintiffs seeking unquantified compensatory and punitive damages from approximately 35 defendants.

Since May 2006, we and twelve of our subsidiaries have been sued in three civil actions filed in the Circuit Courts of Logan and Mingo Counties, West Virginia, for alleged property damages and personal injuries arising out of flooding between May 30 and June 4, 2004. Four of our subsidiaries have been dismissed from one of the Logan County cases. These complaints cover approximately 425 plaintiffs seeking unquantified compensatory and punitive damages from approximately 52 defendants.

We believe these matters will be resolved without a material adverse impact on our cash flows, results of operations or financial condition.

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West Virginia Trucking

Since January 2003, an advocacy group and residents in Boone, Kanawha, Mingo and Raleigh Counties, West Virginia, filed 17 suits in the Circuit Courts of Kanawha and Mingo Counties, West Virginia, against twelve of our subsidiaries. Plaintiffs alleged that defendants illegally transported coal in overloaded trucks, causing damage to state roads, thereby interfering with plaintiffs’ use and enjoyment of their properties and their right to use the public roads. Plaintiffs seek injunctive relief and compensatory and punitive damages. The WV Supreme Court referred the consolidated lawsuits, and similar lawsuits against other coal and transportation companies not involving our subsidiaries, to the Circuit Court of Lincoln County, West Virginia, to be handled by a mass litigation panel judge. Plaintiffs filed motions requesting class certification. On June 7, 2007, plaintiffs voluntarily dismissed their public nuisance claims seeking monetary damages for road and bridge repairs. Defendants filed a motion requesting that the mass litigation panel judge recommend to the WV Supreme Court that the cases be sent back to the circuit courts of origin for resolution. That motion has not been ruled upon.  Defendants moved to dismiss any remaining public nuisance claims and to limit any damages for nuisance to two years prior to the filing of any suit, and plaintiffs agreed to an order limiting any damages for nuisance to two years prior to the filing of any suit. The motion to dismiss any remaining public nuisance claims was resisted by plaintiffs and argued at hearings on December 14, 2007 and June 25, 2008.,No date has been set for trial. We believe we have insurance coverage applicable to these items and that they will be resolved without a material adverse impact on our cash flows, results of operations or financial condition.

Well Water Suits

Since September 2004, approximately 738 plaintiffs have filed approximately 400 suits against us and our subsidiary, Rawl Sales & Processing Co., in the Circuit Court of Mingo County, West Virginia, for alleged property damage and personal injuries arising out of slurry injection and impoundment practices allegedly contaminating plaintiffs’ water wells. Plaintiffs seek injunctive relief and compensatory damages in excess of $170 million and unquantified punitive damages. Specifically, plaintiffs are claiming that defendants’ activities during the period of 1978 through 1987 rendered their property valueless and request monetary damages to pay, inter alia, the value of their property and future water bills. In addition, many plaintiffs are also claiming that their exposure to the contaminated well water caused neurological injury or physical injury, including cancers, kidney problems and gall stones. Finally, all plaintiffs claimed entitlement to medical monitoring for the next 30 years and have requested unliquidated compensatory damages for pain and suffering, annoyance and inconvenience and legal fees. On April 30, 2009, the Court held a mandatory settlement conference. At that settlement conference, all plaintiffs agreed to settle and dismiss their medical monitoring claims. Additionally, 180 plaintiffs agreed to settle all of their remaining claims and be dismissed from the case. The Court is currently considering whether to dismiss the claims of an additional 179 plaintiffs who did not attend the mandatory settlement conference. All settlements to date will be funded by insurance proceeds.  There are currently 557 plaintiffs remaining.  The trial is scheduled for October 20, 2009.

We do not believe there was any contamination caused by our activities or that plaintiffs suffered any damage and, therefore, we do not believe we have a probable loss related to this matter. We plan to vigorously contest these claims. We believe that we have insurance coverage applicable to these matters and have initiated litigation against our insurers to establish that coverage. At this time, we believe that the litigation by the plaintiffs will be resolved without a material adverse impact on our cash flows, results of operations or financial condition.

Surface Mining Fills

Since September 2005, three environmental groups sued the United States Army Corps of Engineers (“Corps”) in the United States District Court for the Southern District of West Virginia (the “District Court”), asserting the Corps unlawfully issued permits to four of our surface mines to construct mining fills. The suit alleges the Corps failed to comply with the requirements of both Section 404 of the Clean Water Act and the National Environmental Policy Act, including preparing environmental impact statements for individual permits. We intervened in the suit to protect our interests. On March 23, 2007, the District Court rescinded four of our subsidiaries’ permits, resulting in the temporary suspension of mining at these surface mines. We appealed that ruling to the United States Court of Appeals for the Fourth Circuit (the “Fourth Circuit Court”). On April 17,

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                                                                                                                                            0;                                                                                                                                                                          & #160;                            2007, the District Court partially stayed its ruling, permitting mining to resume in certain fills that were already under construction. On June 14, 2007, the District Court issued an additional ruling, finding the Corps improperly approved placement of sediment ponds in streams below fills on the four permits in question.  The District Court subsequently modified its ruling to allow these ponds to remain in place, as the ponds and fills have already been constructed.  The District Court’s ruling could impact the issuance of permits for the placement of sediment ponds for future operations. If the permits for the fills or sediment ponds are ultimately held to be unlawfully issued, production could be affected at these surface mines, and the process of obtaining new Corps permits for all surface mines could become more difficult. We appealed both rulings to the Fourth Circuit Court.  On February 13, 2009, the Fourth Circuit Court reversed the prior rulings of the District Court and remanded the matter for further proceedings. On March 30, 2009, the Plaintiffs requested that the Fourth Circuit Court reconsider the case.  The request was denied on May 20, 2009.  The Plaintiffs have until August 27, 2009, to seek an appeal before the U.S. Supreme Court, but have not done so to date.

Customer Disputes

We have customers who claim they did not receive, or did not timely receive, all of the coal required to be shipped to them during 2008 (“unshipped tons”). In such cases, it is typical for a customer and coal producer to agree upon a schedule for shipping unshipped tons in subsequent years.  A few of our customers, however, have notified us of filed claims or potential claims for cover damages, which damages are equal to the difference between the contract price of the coal that was not delivered and the market price of replacement coal or comparable quality coal.

We recently resolved claims for cover by some of our customers, including several claims involving arbitration and litigation for cover by one customer who had failed to pay approximately $35 million owed to us for several shipments of coal. The customer notified us that it had offset the amounts from its required payments in response to damages allegedly suffered due to alleged shipment shortfalls.  The resolution of all of these claims for cover was not materially different from our initial accounting estimates.  Discussions with other customers remain ongoing.

We believe we have strong defenses to these claims or potential claims for cover damages.   In many cases, there was untimely or insufficient delivery of railcars by the rail carrier or the customer.  In other cases, factors beyond our control caused production or shipment problems.  Additionally, we believe that certain customers previously agreed to accept unshipped tons in subsequent years.  We believe that all of these factors, and other factors, provide defenses to claims or potential claims for unshipped tons.

Separately, we are currently in talks with a few other customers regarding disagreements over other contract matters.  Specifically, we have disputes with two customers regarding whether or not binding contracts for the sale of coal were reached.  One of these customers has improperly terminated a signed, higher-priced contract and argues that it was only required to purchase coal under a purported agreement reached by email.  The other customer argues that it reached agreement with us in the absence of a signed agreement and has brought litigation against us for not honoring an alleged unsigned agreement.  We do not believe that we have failed to honor any binding agreement with these customers.

We believe that we have strong defenses to these claims and potential claims and further feel that many or all of these claims may be resolved without litigation. We have recorded an accrual for our best estimate of probable losses related to these matters. While we believe that all of these matters discussed above will be resolved without a material adverse impact on our cash flows, results of operations or financial condition, it is reasonably possible that our judgments regarding some or all of these matters could change in the near term. The aggregate exposure related to these claims in excess of our accrual is up to $76 million of charges that would affect our future operating results and financial position.

Spartan Unfair Labor Practice Matter & Related Age Discrimination Class Action

In 2005, the United Mine Workers of America (“UMWA”) filed an unfair labor practice charge with the National Labor Relations Board (“NLRB”) alleging that one of our subsidiaries, Spartan Mining Company (“Spartan”), discriminated on the basis of anti-union animus in its employment offers.  The NLRB issued a

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complaint and an NLRB Administrative Law Judge (“ALJ”) issued a recommended decision making detailed findings that Spartan committed a number of unfair labor practice violations and awarding, among other relief, back pay damages to union discriminatees.  The ALJ’s decision is on appeal to the NLRB.  We have no insurance coverage applicable to this unfair labor practice matter; however, its resolution is not expected to have a material impact on our cash flows, results of operations or financial condition.

On November 1, 2006, a class action age discrimination civil case was filed in West Virginia’s Fayette County Circuit Court.  The suit alleged that Spartan discriminated against employment applicants on the basis of age.  The class includes approximately 229 individuals, 82 of whom are also union discriminatees at issue in the ALJ’s decision. The plaintiffs made claims for back pay, front pay, punitive damages, and other compensatory damages, plus attorney fees. We have insurance coverage applicable to the class action and, on July 28, 2009, the parties executed a Class Settlement Agreement, that establishes a settlement fund from which all class claims and attorney fees will be paid.  The majority of the settlement proceeds are to be paid by the insurer, with Spartan’s portion of the settlement limited to its insurance deductible of $1 million dollars plus applicable employer payroll taxes for back pay allocated to class plaintiffs.  The parties anticipate that a final hearing approving the settlement will be held by November 1, 2009.  Consequently, we expect this matter to conclude without a material impact on our cash flows, results of operations or financial condition.

Other Legal Proceedings

We are parties to a number of other legal proceedings, incident to our normal business activities. These include contract dispute, personal injury, property damage and employment matters. While we cannot predict the outcome of these proceedings, based on our current estimates we do not believe that any liability arising from these matters individually or in the aggregate should have a material adverse impact upon our consolidated cash flows, results of operations or financial condition. It is possible, however, that the ultimate liabilities in the future with respect to these lawsuits and claims, in the aggregate, may be materially adverse to our cash flows, results of operations or financial condition.

* * * * * * * *

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is provided to increase understanding of, and should be read in conjunction with, the Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2008.

Forward-Looking Information

From time to time, we make certain comments and disclosures in reports, including this report, or through statements made by our officers that may be forward-looking in nature. Examples include statements related to our future outlook, anticipated capital expenditures, projected cash flows and borrowings and sources of funding. We caution readers that forward-looking statements, including disclosures that use words such as “target,” “goal,” “objective,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “project,” “will” and similar words or statements are subject to certain risks, trends and uncertainties that could cause actual cash flows, results of operations, financial condition, cost reductions, acquisitions, dispositions, financing transactions, operations, expansion, consolidation and other events to differ materially from the expectations expressed or implied in such forward-looking statements. Any forward-looking statements are also subject to a number of assumptions regarding, among other things, future economic, competitive and market conditions. These assumptions are based on facts and conditions, as they exist at the time such statements are made as well as predictions as to future facts and conditions, the accurate prediction of which may be difficult and involve the assessment of circumstances and events beyond our control. We disclaim any intent or obligation to update these forward-looking statements unless required by securities law, and we caution the reader not to rely on them unduly.

We have based any forward-looking statements we have made on our current expectations and assumptions about future events and circumstances that are subject to risks, uncertainties and contingencies that could cause results to differ materially from those discussed in the forward-looking statements, including, but not limited to:

(i)	our cash flows, results of operation or financial condition;
(ii)	the successful completion of acquisition, disposition or financing transactions and the effect thereof on our business;
(iii)	governmental policies, laws, regulatory actions and court decisions affecting the coal industry or our customers’ coal usage;
(iv)	legal and administrative proceedings, settlements, investigations and claims and the availability of insurance coverage related thereto;
(v)	inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather-related damage;
(vi)	our production capabilities to meet market expectations and customer requirements;
(vii)	our ability to obtain coal from brokerage sources or contract miners in accordance with their contracts;
(viii)	our ability to obtain and renew permits necessary for our existing and planned operations in a timely manner;
(ix)	the cost and availability of transportation for our produced coal;
(x)	our ability to expand our mining capacity;
(xi)	our ability to manage production costs, including labor costs;
(xii)	adjustments made in price, volume or terms to existing coal supply agreements;
(xiii)	the worldwide market demand for coal, electricity and steel;

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(xiv)	environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy such as natural gas and nuclear energy;
(xv)	competition among coal and other energy producers, in the United States and internationally;
(xvi)	our ability to timely obtain necessary supplies and equipment;
(xvii)	our reliance upon and relationships with our customers and suppliers;
(xviii)	the creditworthiness of our customers and suppliers;
(xix)	our ability to attract, train and retain a skilled workforce to meet replacement or expansion needs;
(xx)	our assumptions and projections concerning economically recoverable coal reserve estimates;
(xxi)	our failure to enter into anticipated new contracts;
(xxii)	future economic or capital market conditions;
(xxiii)	foreign currency fluctuations;
(xxiv)	the availability and costs of credit, surety bonds and letters of credit that we require;
(xxv)	the lack of insurance against all potential operating risks;
(xxvi)	our assumptions and projections regarding pension and other post-retirement benefit liabilities;
(xxvii)	our interpretation and application of accounting literature related to mining specific issues; and
(xxviii)	the successful implementation of our strategic plans and objectives for future operations and expansion or consolidation.

We are including this cautionary statement in this Quarterly Report on Form 10-Q to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us. Any forward-looking statements should be considered in context with the various disclosures made by us about our businesses in our public filings with the SEC, including without limitation the risk factors more specifically described in Part II Item 1A. Risk Factors of this Quarterly Report on Form 10-Q and in Part I Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2008.

Available Information

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. We make available, free of charge through our Internet website, www.masseyenergyco.com (which website is not incorporated by reference into this report), our annual report, quarterly reports, current reports, proxy statements, section 16 reports and other information (and any amendments thereto) as soon as practicable after filing or furnishing the material to the SEC, in addition to our Corporate Governance Guidelines, codes of ethics and the charters of the Audit, Compensation, Executive, Finance, Governance and Nominating, and Safety, Environmental, and Public Policy Committees. These materials also may be requested at no cost by telephone at (866) 814-6512 or by mail at: Massey Energy Company, Post Office Box 26765, Richmond, Virginia 23261, Attention: Investor Relations.

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Executive Overview

We operate coal mines and processing facilities in Central Appalachia, which generate revenues and cash flow through the mining, processing and selling of steam and metallurgical grade coal, primarily of a low sulfur content. We also generate income and cash flow through other coal-related businesses, including the management of material handling facilities. Other revenue is obtained from royalties, rentals, gas well revenues, gains on the sale or exchange of non-strategic assets and miscellaneous income.  

We reported net income for the second quarter of $20.2 million, or $0.24 per diluted share, compared to a net loss of ($93.3) million, or ($1.16) per diluted share, for the second quarter of 2008. Results for the second quarter of 2008 included a pre-tax charge of $245.3 million recorded in Litigation charge that was related to the litigation with Wheeling-Pittsburgh Steel Corporation (“WPS”).

Produced tons sold were 9.4 million in the quarter, compared to 10.8 million in the second quarter of 2008. We produced 9.4 million and 10.5 million tons in the second quarter of 2009 and 2008, respectively. The lower coal production in 2009 was primarily the result of the idling of higher cost mines and the reduction of hours worked, mainly overtime and weekend shifts, in response to lower demand. Exports decreased to 1.4 million tons from 2.2 million tons in the second quarter of 2009 versus 2008. Quarterly shipments of produced tons for the remaining quarters in 2009 are expected to be lower than during the comparable period of 2008.  Increasing coal stockpiles due to utilities shifting to gas fired generation and weak demand for electric power generation and steel production in both domestic and international markets has created challenges among our customer base to accept shipments of coal according to contracted schedules.  We are working with our customers to modify shipment schedules and amend contract terms where necessary or appropriate, which may affect our revenues and margins in future periods.

During the second quarter of 2009, Produced coal revenue decreased by 15% compared to the second quarter of 2008 reflecting lower shipments in 2009 and a 2% decrease in average produced coal revenue per ton sold.  Produced coal revenue in the second quarter of 2009 benefited from $15.1 million of net pricing adjustments with a number of customers, which included a favorable arbitration decision in a price negotiation. Our average Produced coal revenue per ton sold in the second quarter of 2009 decreased to $64.14 compared to $65.78 in the second quarter of 2008. Our average Produced coal revenue per ton in the second quarter of 2009 for utility tons sold increased by 12% to $53.19 from $47.39 in the second quarter of 2008. The improvement in average Produced coal revenue per ton for utility tons sold is largely attributable to prices contracted during a period of increased demand and resultant higher pricing for utility grades of coal in the United States secured in new coal sales agreements as lower-priced contracts expired.

Our Average cash cost per ton sold (see Note 1 below) was $53.66, compared to $49.84 in the previous year’s second quarter. The increased cost level is primarily due to higher fixed cost absorption on lower volume shipped, and increased trucking and equipment rental costs. In response to the current difficult market conditions, we have taken certain actions to reduce overall costs including the idling of several higher cost mines, limitation of overtime, selective general and administrative cost reductions, renegotiation of supply contracts and the implementation of significant wage and benefit reductions beginning on May 1, 2009.  Additional cost cutting initiatives are under consideration for implementation during the remainder of 2009.

The continuing recession, credit crisis and related turmoil in the global financial system has had and may continue to have a negative impact on our business, financial condition and liquidity.  We may face significant future challenges if conditions in the financial markets do not improve in a timely fashion or worsen. Worldwide demand for coal has been adversely impacted, particularly for our metallurgical grade coals, which has led to lower sales and requests from our customers for the deferral of contracted shipments. This resulted negatively on our revenues. The competitiveness of coal exported from the United States has been negatively impacted by the lower worldwide demand for steel as utilization rates have been significantly reduced by most steel producers, and the decline of freight costs of ocean going vessels allowing coal produced in more distant countries, such as Australia, to compete with U.S. exports in the Atlantic Basin. Moreover, volatility and disruption of financial markets could affect the creditworthiness of our customers and/or limit our customers’ ability to obtain adequate financing to maintain operations and result in a further decrease in sales volume that could have a negative impact on our cash flows, results of operations or financial condition.

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_____________________

Note 1: Average cash cost per ton is calculated as the sum of Cost of produced coal revenue and Selling, general and administrative expense (excluding Depreciation, depletion and amortization), divided by the number of produced tons sold. Although Average cash cost per ton is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), management believes that it is useful to investors in evaluating us because it is widely used in the coal industry as a measure to evaluate a company’s control over its cash costs. Average cash cost per ton should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. In addition, because Average cash cost per ton is not calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. The table below reconciles the GAAP measure of Total costs and expenses to Average cash cost per ton.

	Three Months Ended							Six Months Ended
	June 30,							June 30,
	2009				2008			2009				2008
	$			per ton	$		per ton	$			per ton	$		per ton
	(In Millions, Except Per Ton Amounts)
Total costs and expenses	$	648.9			$	935.4		$	1,344.3			$	1,511.1
Less: Freight and handling costs		60.9				83.4			118.7				148.5
Less: Cost of purchased coal revenue		15.5				5.6			20.7				15.4
Less: Depreciation, depletion and
amortization		67.6				62.3			140.3				122.6
Less: Other expense		0.7				0.6			1.3				1.4
Less: Litigation charge		-				245.3			-				245.3
Less: Gain on derivative instruments		(0.4	)			-			(9.2	)			-
Average cash cost	$	504.6		$53.66	$	538.2	$49.84	$	1,072.5		$53.07	$	977.9	$47.85

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Results of Operations

Three months ended June 30, 2009 compared to three months ended June 30, 2008

Revenues

	Three Months Ended
	June 30,
			Increase	% Increase
	2009	2008	(Decrease)	(Decrease)
	(In Thousands)
Revenues
Produced coal revenue	$603,219	$710,305	$(107,086)	(15%)
Freight and handling revenue	60,948	83,460	(22,512)	(27%)
Purchased coal revenue	19,231	6,867	12,364	180%
Other revenue	14,229	26,206	(11,977)	(46%)
Total revenues	$697,627	$826,838	$(129,211)	(16%)

The following is a breakdown by market served of the changes in produced tons sold and average produced coal revenue per ton sold for the second quarter of 2009 compared to the second quarter of 2008:

	Three Months Ended
	June 30,
			Increase	% Increase
	2009	2008	(Decrease)	(Decrease)
	(In millions, except per ton amounts)
Produced tons sold:
Utility	7.1	6.8	0.3	4%
Metallurgical	1.8	3.0	(1.2)	(40%)
Industrial	0.5	1.0	(0.5)	(50%)
Total	9.4	10.8	(1.4)	(13%)
Average produced coal revenue per ton sold:
Utility	$53.19	$47.39	$5.80	12%
Metallurgical	105.98	109.58	(3.60)	(3%)
Industrial	70.84	59.99	10.85	18%
Weighted average	$64.14	$65.78	$(1.64)	(2%)

Shipments of metallurgical and industrial coal declined during the second quarter of 2009, compared to the same period in 2008 due to lower customer demand, as the United States and world economies continue to suffer through a severe recession. The decrease in metallurgical coal shipments was the primary driver behind the decrease in Produced coal revenue. The average per ton sales price for utility coal was higher in the second quarter of 2009 compared to the second quarter of 2008, attributable to prices contracted during prior periods when demand and pricing were elevated for utility grade coal in the United States.

Freight and handling revenue decreased in the second quarter of 2009 compared to the same period in 2008 due to a reduction in the number of contracts in which customers were required to pay freight in the second quarter of 2009 compared to the second quarter of 2008, and due to a decrease in export tons sold from 2.2 million in the second quarter of 2008 to 1.4 million in the second quarter of 2009.

Purchased coal revenue increased in the second quarter of 2009 compared to the same period in 2008 as a result of a 0.2 million ton increase in the number of purchased tons shipped. Purchased coal revenue per ton decreased by $0.99 from $72.43 in the second quarter of 2008 to $71.44 in the second quarter of 2009.

Other revenue includes refunds on railroad agreements, royalties related to coal lease agreements, gas well revenue, gains on the sale or exchange of non-strategic assets and reserve exchanges, joint venture revenue and other

21

miscellaneous revenue. Other revenue for the second quarter of 2008 includes a pre-tax gain of $15.3 million on an exchange of coal reserves.

Costs

	Three Months Ended
	June 30,
						Increase			% Increase
	2009			2008		(Decrease)			(Decrease)
	(In Thousands)
Costs and expenses
Cost of produced coal revenue	$	484,641		$	499,661	$	(15,020	)		(3	%)
Freight and handling costs		60,948			83,460		(22,512	)		(27	%)
Cost of purchased coal revenue		15,489			5,570		9,919			178	%
Depreciation, depletion and amortization, applicable to:
Cost of produced coal revenue		66,801			61,459		5,342			9	%
Selling, general and administrative		840			848		(8	)		(1	%)
Selling, general and administrative		20,001			38,516		(18,515	)		(48	%)
Other expense		579			622		(43	)		(7	%)
Litigation charge		-			245,276		(245,276	)		(100	%)
Gain on derivative instruments		(377	)		-		(377	)		(100	%)
Total costs and expenses	$	648,922		$	935,412	$	(286,490	)		(31	%)

Cost of produced coal revenue decreased primarily due to decreased volume of produced tons sold from 10.8 million in the second quarter of 2008 to 9.4 million in the second quarter of 2009.  Offsetting the volume based cost reduction were increased trucking and equipment rental costs in the second quarter of 2009 compared to the same period in 2008.

Freight and handling costs decreased in the second quarter of 2009 compared to the same period in 2008 due to a reduction in the number of contracts in which customers were required to pay freight in the second quarter of 2009 compared to the second quarter of 2008, and due to a decrease in export tons sold from 2.2 million in the second quarter of 2008 to 1.4 million in the second quarter of 2009.

Cost of purchased coal revenue increased in the second quarter of 2009 compared to the same period in 2008 as a result of a 0.2 million ton increase in the number of purchased tons shipped.   Cost of purchased coal

revenue for the three months ended June 30, 2009 includes a $2.5 million black lung excise tax refund.

Depreciation, depletion and amortization increased due to increased capital expenditures in recent prior periods.

Selling, general and administrative expense decreased due to lower stock-based compensation accruals in the second quarter of 2009 compared to the same period in 2008 because the increase in the company’s stock price during the second quarter of 2009 was substantially lower than the price increase in the same period in 2008.

Litigation charge represents an accrual for a specific legal action related to the litigation with WPS that was recorded in the second quarter of 2008.

Gain on derivative instruments represents net gains of $0.4 million related to purchase and sales contracts that qualify as derivatives (see Note 11 to the Notes to Condensed Consolidated Financial Statements for further discussion).

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   Interest Expense

Interest expense increased due to the adoption of FSP APB 14-1 on January 1, 2009, resulting in additional interest expense of $4.6 million on the 3.25% Notes issued that were issued in August 2008 (see Note 5 to the Notes to Condensed Consolidated Financial Statements for further discussion).

Income Taxes

Our effective tax rate is sensitive to changes in estimates of annual pre-tax earnings and percentage depletion. The increase in the effective tax rate from the second quarter of 2008 to the second quarter of 2009 is primarily the result of differences in pre-tax income, the impact of percentage depletion and projected changes in deferred taxable and deductible differences. Our second quarter 2008 income tax benefit was impacted by a favorable adjustment for interest received from the IRS in connection with the closing of a prior period audit.

Six months ended June 30, 2009 compared to six months ended June 30, 2008

Revenues

	Six Months Ended
	June 30,
					Increase			% Increase
	2009		2008		(Decrease)			(Decrease)
	(In Thousands)
Revenues
Produced coal revenue	$	1,284,246	$	1,253,536	$	30,710			2	%
Freight and handling revenue		118,730		148,502		(29,772	)		(20	%)
Purchased coal revenue		29,171		17,541		11,630			66	%
Other revenue		33,568		51,884		(18,316	)		(35	%)
Total revenues	$	1,465,715	$	1,471,463	$	(5,748	)		(0	%)

The following is a breakdown by market served of the changes in produced tons sold and average produced coal revenue per ton sold for the first six months of 2009 compared to the first six months of 2008:

	Six Months Ended
	June 30,
					Increase			% Increase
	2009		2008		(Decrease)			(Decrease)
	(In millions, except per ton amounts)
Produced tons sold:
Utility		15.3		13.2		2.1			16	%
Metallurgical		3.6		5.2		(1.6	)		(31	%)
Industrial		1.3		2.0		(0.7	)		(35	%)
Total		20.2		20.4		(0.2	)		(1	%)
Average produced coal revenue per ton sold:
Utility	$	53.70	$	47.63	$	6.07			13	%
Metallurgical		104.47		97.14		7.33			8	%
Industrial		67.69		57.49		10.20			18	%
Weighted average	$	63.55	$	61.34	$	2.21			4	%

Shipments of utility coal increased in the first six months of 2009 compared to the same period in 2008 as production of utility quality coal increased, mainly as a result of new mines started in 2008.  Shipments of metallurgical and industrial coal declined during the first six months of 2009 compared to the same period in 2008 due to lower customer demand, as the United States and world economies continue to suffer through a severe recession. The decrease in metallurgical coal shipments was the primary driver behind the decrease in Produced coal

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revenue. The average per ton sales price for all grades of coal was higher in the first six months of 2009 compared to the first six months of 2008, attributable to prices contracted during prior periods when demand and pricing were elevated for utility grade coal in the United States.

Freight and handling revenue decreased due to a reduction in the number of contracts in which customers were required to pay freight in the first six months of 2009 compared to the first six months of 2008, and by a decrease in export tons sold from 4.1 million in the first six months of 2008 to 3.0 million in the first six months of 2009.

Purchased coal revenue increased in the first six months of 2009 compared to the same period in 2008 as a result of a 0.1 million tons increase in the number of purchased tons shipped.  Purchased coal revenue per ton increased by $10.45 from $56.76 per ton in the first six months of 2008 to $67.22 per ton for the first six months in 2009.

Other revenue includes refunds on railroad agreements, royalties related to coal lease agreements, gas well revenue, gains on the sale of non-strategic assets and reserve exchanges, joint venture revenue and other miscellaneous revenue. Other revenue for the first six months of 2009 includes a pre-tax gain of $7.1 million on the sale of our interest in certain coal reserves to a third party.  Other revenue for the first six months of 2008 includes a pre-tax gain of $28.9 million on an exchange of coal reserves.

Costs

	Six Months Ended
	June 30,
						Increase			% Increase
	2009			2008		(Decrease)			(Decrease)
	(In Thousands)
Costs and expenses
Cost of produced coal revenue	$	1,030,566		$	917,888	$	112,678			12	%
Freight and handling costs		118,730			148,502		(29,772	)		(20	%)
Cost of purchased coal revenue		20,695			15,434		5,261			34	%
Depreciation, depletion and amortization, applicable to:
Cost of produced coal revenue		138,419			120,807		17,612			15	%
Selling, general and administrative		1,861			1,752		109			6	%
Selling, general and administrative		41,871			59,995		(18,124	)		(30	%)
Other expense		1,362			1,408		(46	)		(3	%)
Litigation charge		-			245,276		(245,276	)		(100	%)
Gain on derivative instruments		(9,244	)		-		(9,244	)		(100	%)
Total costs and expenses	$	1,344,260		$	1,511,062	$	(166,802	)		(11	%)

Cost of produced coal revenue increased primarily due to higher production costs including increases in labor costs and trucking and equipment rental costs during the first six months of 2009 compared to same period in 2008.

Freight and handling costs decreased due to a reduction in the number of contracts in which customers were required to pay freight in the first six months of 2009 compared to the first six months of 2008, and by a decrease in export tons sold from 4.1 million in the first six months of 2008 to 3.0 million in the first six months of 2009.

Cost of purchased coal revenue increased in the first six months of 2009 compared to the same period in 2008 as a result of a 0.1 million ton increase in the number of purchased tons shipped.  Cost of purchased coal revenue for the first six months of 2009 includes a $7.7 million black lung excise tax refund.

Depreciation, depletion and amortization increased due to increased capital expenditures in recent prior periods.

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Selling, general and administrative expense decreased due to lower stock-based compensation accruals in the first six months of 2009 compared to the same period in 2008 because the increase in the company’s stock price during the first six months of 2009 was substantially lower than the price increase in the same period in 2008.

Litigation charge represents an accrual for a specific legal action related to the litigation with WPS that was recorded during the first six months of 2008.

Gain on derivative instruments represents net gains of $9.2 million related to purchase and sales contracts that qualify as derivatives (see Note 11 to the Notes to Condensed Consolidated Financial Statements for further discussion).

Interest Income

Interest income increased for the first six months of 2009 due to $8.5 million in interest received related to black lung excise tax refunds, offset by a significant reduction in interest earned on money market funds.

Interest Expense

Interest expense increased due to the adoption of FSP APB 14-1 on January 1, 2009 resulting in additional interest expense of $9.1 million on the 3.25% Notes issued that were issued in August 2008 (see Note 5 to the Notes to Condensed Consolidated Financial Statements for further discussion).

Income Taxes

Our effective tax rate is sensitive to changes in estimates of annual pre-tax earnings and percentage depletion. The increase in the effective tax rate from the first six months of 2008 to the first six months of 2009 is primarily the result of differences in pre-tax income, the impact of percentage depletion and projected changes in deferred taxable and deductible differences. Our income tax benefit during the first six months of 2008 was impacted by a favorable adjustment for interest received from the IRS in connection with the closing of a prior period audit.

Liquidity and Capital Resources

At June 30, 2009, our available liquidity was $709.1 million, comprised of Cash and cash equivalents of $609.6 million and $99.5 million of availability from our asset-based revolving credit facility (“ABL”).  CIT Group, Inc. (“CIT”) is a participant in our ABL. On July 20, 2009, CIT filed a Current Report on Form 8-K with the SEC, reporting that it may need to seek relief under the U.S. Bankruptcy Code unless certain events occur. It is not certain whether CIT will honor its commitment to make loans under the ABL or whether another lender under the ABL might assume CIT’s commitment. Consequently, our ability to borrow under the ABL may be adversely impacted. If CIT is unable to fund its commitment under our ABL and no other lender assumes its commitment, the availability from our ABL may be reduced by up to $25 million.  We also have a $15.1 million investment in the Primary Fund, which is recorded in Short-term investment. Our total debt-to-book capitalization ratio was 52.5% at June 30, 2009.

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Our Debt was comprised of the following:

				As Adjusted
	June 30, 2009			December 31, 2008
	(In Thousands)
6.875% senior notes due 2013, net of discount
of $3,622 and $3,959, respectively	$	756,378		$	756,041
3.25% convertible senior notes due 2015, net of discount
of $144,284 and $153,462, respectively		526,716			517,538
6.625% senior notes due 2010		21,949			21,949
2.25% convertible senior notes due 2024		9,647			9,647
4.75% convertible senior notes due 2023		-			70
Capital lease obligations		5,100			6,912
Total debt		1,319,790			1,312,157
Amounts due within one year		(1,546	)		(1,976	)
Total long-term debt	$	1,318,244		$	1,310,181

 We believe that we are currently in compliance with all of our debt covenants.

Convertible Debt Securities

In May 2008, the FASB issued FSP APB 14-1 (as discussed in Note 1) which is applicable to our 3.25% Notes.  We adopted FSP APB 14-1 as of January 1, 2009, which resulted in increased Interest expense of $4.6 and $9.1 million pre-tax for the three and six months ended June 30, 2009. The impact to Earnings per share was a decrease of $0.04 and $0.07 for the three and six months ended June 30, 2009. FSP APB 14-1 requires us to separately account for the liability and equity components in a manner reflective of our nonconvertible debt borrowing rate, which was determined to be 7.75% at the date of issuance.

We will amortize the discount associated with the 3.25% Notes via the effective-interest method increasing the reported liability until the 3.25% Notes are carried at par value on their maturity date.

4.75% Notes

During May 2009, we redeemed at par the remaining $70,000 of the 4.75% convertible senior notes due 2023.

Common Stock Offering Program

 On February 3, 2009, pursuant to Rule 424(b)(5), we filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) allowing us to sell up to 5.0 million shares of Common Stock from time to time at our discretion.  The proceeds from any shares of Common Stock sold will be used for general corporate purposes, which may include funding for acquisitions or investments in business, products, technologies, and repurchases and repayment of our indebtedness.  As of June 30, 2009, no shares of Common Stock had been sold pursuant to this program.

Cash Flow

Net cash provided by operating activities was $154.4 million for the six months ended June 30, 2009 compared to $274.7 million for the six months ended June 30, 2008. Cash provided by operating activities reflects Net income adjusted for non-cash charges and changes in working capital requirements.

Net cash utilized by investing activities was $139.8 million and $300.3 million for the six months ended June 30, 2009 and 2008, respectively. The cash used in investing activities reflects capital expenditures in the amount of $179.1 million and $301.8 million for the first six months ended June 30, 2009 and 2008, respectively. These capital expenditures are for replacement of mining equipment, the expansion of mining and shipping

26

capacity and projects to improve the efficiency of mining operations.  Additionally, the six months ended June 30, 2009 and 2008 included $15.1 million and $1.4 million, respectively, of proceeds provided by the sale of assets.

Net cash utilized by financing activities was $12.1 million compared to net cash provided of $12.3 million for the six months ended June 30, 2009 and 2008, respectively.  Financing activities for the six months ended June 30, 2009 and 2008 primarily reflects change in debt levels, payments of dividends, and the exercising of stock options in 2008.

We believe that cash on hand, cash generated from operations and our borrowing capacity will be sufficient to meet our working capital requirements, scheduled debt payments, potential share repurchases and debt repurchases, anticipated dividend payments, expected settlements of outstanding litigation and anticipated capital expenditures for at least the next twelve months. Nevertheless, our ability to satisfy our debt service obligations, repurchase shares and debt, pay dividends, pay settlements or judgments in respect of pending litigation or fund planned capital expenditures, will substantially depend upon our future operating performance, which will be affected by prevailing economic conditions in the coal industry, debt covenants and financial, business and other factors, some of which are beyond our control. We frequently evaluate potential acquisitions. In the past, we have funded acquisitions primarily with cash generated from operations. As a result of the cash needs we have described above and possible acquisition opportunities, in the future we may consider a variety of financing sources, including debt or equity financing.  Currently, other than our asset-based revolving credit facility, we have no commitments for any additional financing.  We cannot be certain that we can obtain additional financing on terms that we find acceptable, if at all, through the issuance of equity securities or the incurrence of additional debt.  Additional equity financing may dilute our stockholders, and debt financing, if available, may among other things, restrict our ability to repurchase shares of Common Stock, declare and pay dividends and raise future capital.  If we are unable to obtain additional needed financing, it may prohibit us from making acquisitions, capital expenditures and/or investments, which could materially and adversely affect our prospects for long-term growth.

Debt Ratings

Moody’s and S&P rate our long-term debt. On June 24, 2009, the outlook assigned by S&P on our corporate credit rating of ‘BB-‘ was changed from stable to negative. Moody’s did not change its assigned ratings during the quarter.

Certain Trends and Uncertainties

In addition to trends and uncertainties set forth below, please refer to “Certain Trends and Uncertainties” of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation, of our Annual Report on Form 10-K for the year ended December 31, 2008, for a discussion of certain trends and uncertainties that may impact our business.

We must obtain governmental permits and approvals for mining operations, which can be a costly and time-consuming process, can result in restrictions on our operations, and is subject to litigation that may delay or prevent us from obtaining necessary permits.

Our operations are principally regulated under surface mining permits issued pursuant to the Surface Mining Control and Reclamation Act and state counterpart laws. Such permits are issued for terms of five years with the right of successive renewal. Separately, the Clean Water Act requires permits for operations that discharge into waters of the United States. Valley fills and refuse impoundments are authorized under permits issued by the U.S. Army Corps of Engineers (the “Corps”). The Environmental Protection Agency (the “EPA”) has the authority,which it has rarely exercised until recently, to object to permits issued by the Corps.  While the Corps is authorized to issue permits even when the EPA has objections, the EPA does have the ability to override the Corps decision and “veto” the permits. Permitting under the Clean Water Act has been a frequent subject of litigation by environmental advocacy groups that has resulted in periodic delays in such permits issued by the Corps. Additionally, certain operations (particularly preparation plants) have permits issued pursuant to the Clean Air Act and state counterpart laws allowing and controlling the discharge of air pollutants. Regulatory authorities exercise considerable discretion in the timing of permit issuance. Requirements imposed by these authorities may be costly and time-consuming and may result in delays in, or in some instances preclude, the commencement or continuation

27

of development or production operations. Adverse outcomes in lawsuits challenging permits or failure to comply with applicable regulations could result in the suspension, denial or revocation of required permits, which could have a material adverse impact on our cash flows, results of operations or financial condition. See also Note 13, “Contingencies” to the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Concerns about the environmental impacts of coal combustion, including perceived impacts on global climate change, are resulting in increased regulation of coal combustion in many jurisdictions, and interest in further regulation, which could significantly affect demand for our products.

The Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen oxides and other compounds emitted into the air from electric power plants, which are the largest end-users of our coal. Such regulation may require significant emissions control expenditures for many coal-fired power plants. As a result, the generators may switch to other fuels that generate less of these emissions or install more effective pollution control equipment, possibly reducing future demand for coal and the construction of coal-fired power plants. The majority of our coal supply agreements contain provisions that allow a purchaser to terminate its contract if legislation is passed that either restricts the use or type of coal permissible at the purchaser’s plant or results in specified increases in the cost of coal or its use.

Global climate change continues to attract considerable public and scientific attention. Widely publicized scientific reports, such as the Fourth Assessment Report of the Intergovernmental Panel on Climate Change released in 2007, have also engendered widespread concern about the impacts of human activity, especially fossil fuel combustion, on global climate change. A considerable and increasing amount of attention in the United States is being paid to global climate change and to reducing greenhouse gas emissions, particularly from coal combustion by power plants. According to the EIA report, “Emissions of Greenhouse Gases in the United States 2007,” coal combustion accounts for 30% of man-made greenhouse gas emissions in the United States.  In April, the EPA released a proposed rule making an "endangerment finding" with respect to six greenhouse gases, including carbon dioxide, due to effects on public health and welfare; if finalized, such a finding would trigger the process under the Clean Air Act for developing air quality standards for these greenhouse gases and establishing emission standards for sources.  In June, the U.S. House of Representatives passed the so-called "Waxman-Markey" bill, which provides for substantial reductions in greenhouse gases, including carbon dioxide, through a "cap and trade" system.  The U.S. Senate is expected to consider the "Waxman-Markey" bill in the fall of 2009.  Further developments in connection with legislation, regulations or other limits on greenhouse gas emissions and other environmental impacts from coal combustion, both in the United States and in other countries where we sell coal, could have a material adverse effect on our cash flows, results of operations or financial condition.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to certain off-balance sheet arrangements including guarantees, operating leases, indemnifications and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. Liabilities related to these arrangements are not reflected in our Condensed Consolidated Balance Sheets, and, except for the operating leases, we do not expect any material impact on our cash flows, results of operations or financial condition to result from these off-balance sheet arrangements.

From time to time we use bank letters of credit to secure our obligations for workers’ compensation programs, various insurance contracts and other obligations. At June 30, 2009, we had $120.5 million of letters of credit outstanding of which $45.0 million was collateralized by $46.0 million of cash deposited in restricted, interest bearing accounts pledged to issuing banks and $75.5 million was issued under our asset based lending arrangement. No claims were outstanding against those letters of credit as of June 30, 2009.

We use surety bonds to secure reclamation, workers’ compensation, wage payments and other miscellaneous obligations. As of June 30, 2009, we had $323.5 million of outstanding surety bonds. These bonds were in place to secure obligations as follows: post-mining reclamation bonds of $312.8 million and other miscellaneous obligation bonds of $10.7 million. Outstanding surety bonds of $46.1 million are secured with letters of credit.

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Generally, the availability and market terms of surety bonds continue to be challenging. If we are unable to meet certain financial tests applicable to some of our surety bonds, or to the extent that surety bonds otherwise become unavailable, we would need to replace the surety bonds or seek to secure them with letters of credit, cash deposits or other suitable forms of collateral.

Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts. These estimates and assumptions are based on information available as of the date of the financial statements. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the quarterly period ended June 30, 2009, are not necessarily indicative of results that can be expected for the full year. Please refer to the section entitled “Critical Accounting Estimates and Assumptions” of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation of our Annual Report on Form 10-K for the year ended December 31, 2008, for a discussion of our critical accounting estimates and assumptions.

Recent Accounting Developments

In May 2009, the FASB issued SFAS No. 165, “Subsequent Event.”  SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  The pronouncement provides, (a) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS No. 165 is required to be adopted prospectively and was effective for interim or annual periods ending after June 15, 2009.  We adopted SFAS 165 for the quarter ended June 30, 2009. The adoption of SFAS No. 165 did not have a material effect on our cash flows, results of operations or financial condition.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 identifies the FASB Accounting Standards Codification as the authoritative source of generally accepted accounting principles in the United States. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect adoption to have a material impact on our condensed consolidated financial statements.

Item 3:  Quantitative and Qualitative Discussions About Market Risk

In addition to quantitative and qualitative discussions about market risk set forth below, please refer to Item 7A. Quantitative and Qualitative Discussions About Market Risk of our Annual Report on Form 10-K for the year ended December 31, 2008, for a discussion of certain market risk factors, which may impact our business.

Our derivative contracts give rise to commodity price risk, which represents the potential gain or loss that can be caused by an adverse change in the price of coal. See Note 11 to the Notes to Condensed ConsolidatedFinancial Statements for further discussion of our derivatives. The outstanding purchase and sales contracts at June 30, 2009, that are accounted for as derivative instruments in accordance with SFAS 133, are summarized as follows:

	Price Range	Tons Outstanding	Delivery Period
Purchase Contracts	$42.00-$98.00	1,275,000	07/01/09-12/31/10
Sales Contracts	$47.25-$75.00	2,482,500	07/01/09-12/31/10

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As of June 30, 2009, a hypothetical increase of 10% in the forward market price would result in an additional fair value loss recorded for these derivative instruments of $5.8 million.  A hypothetical decrease of 10% in the forward market price would result in a fair value gain recorded for these derivative instruments of $5.8 million.

Item 4:  Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the three months ended June 30, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Information responsive to this Item 1. is contained in Note 13, “Contingencies,” to the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and in Part I Item 3. Legal Proceedings of our Annual Report on Form 10-K for the year ended December 31, 2008, which are incorporated herein by reference.

Item 1A. Risk Factors

We are subject to a variety of risks, including, but not limited to those referenced under the heading “Certain Trends and Uncertainties” of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q and those referenced herein to other Items contained in our Annual Report on Form 10-K for the year ended December 31, 2008, including Item 1. Business, under the headings “Customers and Coal Contracts,” “Competition,” and “Environmental, Safety and Health Laws and Regulations,” Item 1A. Risk Factors, Item 3. Legal Proceedings and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the headings “Critical Accounting Estimates and Assumptions,” “Certain Trends and Uncertainties” and elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Except as set forth under “Certain Trends and Uncertainties” and elsewhere under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q, we do not believe there have been any material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes information about shares of Common Stock that were purchased during the second quarter of 2009.

Period		Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plan
		(In Thousands, Except Average Price Paid Per Share)
April 1 through April 30		-	-	-	-
May 1 through May 31		-	-	-	-
June 1 through June 30		-	-	-	-
Total		-		-	23,242,944	(2)
(1)	We maintain a share repurchase program (the “Repurchase Program”), which was authorized by the Board of Directors and announced on November 14, 2005 that provides we may repurchase shares of Common Stock for an aggregate amount not to exceed $500 million. The Repurchase Program does not require us to acquire any specific number of shares, may be terminated at any time and has no expiration date.
(2)	Calculated using the  $420 million that may yet be purchased under the Repurchase Program and a price per share of $18.07, the closing price of Common Stock as reported on the New York Stock Exchange on August 1, 2009.

 Item 4. Submission of Matters to a Vote of Security Holders

On May 19, 2009, our stockholders voted on the following proposals at the 2009 Annual Meeting of Stockholders (the “Annual Meeting”) at which there were present at the Annual meeting, in person or by proxy, the holders of 75,334,396 shares of Common Stock, representing 88.13% percent of the total number of shares outstanding as of the record date, such percentage constituted a quorum. The independent inspectors of election certified the following results with respect to each of the following proposals:

(1) Election of Directors. We proposed to elect James B. Crawford, E. Gordon Gee, Lady Judge and Stanley C. Suboleski as Class I directors to hold office for three years and until their respective successors are duly qualified and elected. Based upon the voting provisions of our Certificate of Incorporation related to the election of directors, the following director candidates having received the number of votes following their name were elected by our stockholders to the Board of Directors: Mr. Crawford 54,940,697 “Votes For,” 20,393,699 “Withholds;” Dr. Gee 64,452,821 “Votes For,” 10,881,575 “Withholds;” Lady Judge 31,177,528 “Votes For,” 44,156,868 “Withholds;” and Mr. Suboleski 63,226,371 “Votes For,” 12,108,025 “Withholds.” The following directors had terms of office that did not expire at the 2009 Annual Meeting: Don L. Blankenship, Robert H. Foglesong, Richard M. Gabrys, Bobby R. Inman, Dan R. Moore and Baxter F. Phillips, Jr. There were no broker non-votes. Dr. Gee subsequently retired from the Board of Directors effective July 1, 2009.

(2) Appointment of Ernst & Young LLP. Our stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009 with 72,075,108 “Votes For,” 400,309 “Votes Against,” and 2,858,979 “Abstentions.” The “Votes For” represented 95.7% of the shares of Common Stock represented at the meeting, which was more than the 50% required by our Certificate of Incorporation to pass. There were no broker non-votes.

(3) Amendments to the Massey Energy Company 2006 Stock and Incentive Compensation Plan (as amended, the 2006 Plan). The proposal (i) increasing the number of Common Stock authorized for issuance under the 2006 Plan by 1,550,000 shares, (ii) limiting the maximum number of shares available for awards granted in any form provided for under the 2006 Plan other than options or stock appreciation rights to no more than 75% of the total number of issuable shares, (iii) revising Section 4.3 of the 2006 Plan to provide that shares of Common Stock subject to an option or stock appreciation right award under the 2006 Plan may not again be

31

made available for issuance under the 2006 Plan under the circumstances set forth in Section 4.3 and (iv) amending the 2006 Plan to update, clarify and re-approve the qualifying performance criteria contained in the 2006 Plan passed, having received 56,354,145 “Votes For,” 6,336,618 “Votes Against,” and 157,501 “Abstentions.” The “Votes For” represented 89.7% of the shares of Common Stock cast on this proposal at the meeting, which was more than the 50% required by our Certificate of Incorporation to pass. There were 12,486,132 broker non-votes which are not considered votes cast.

(4) Stockholder proposal regarding an environmental progress report. The stockholder proposal regarding an environmental progress report did not pass, having received 19,033,999 “Votes For,” 29,245,956 “Votes Against” and 14,568,308 “Abstentions.” The “Votes For” represented 30.3% of the shares of Common Stock cast on this proposal at the meeting, which was less than the 50% required by our Certificate of Incorporation to pass. There were 12,486,132 broker non-votes which are not considered votes cast.

(5) Stockholder proposal regarding a carbon dioxide emissions report. The stockholder proposal regarding a climate change report did not pass, having received 22,183,878 “Votes For,” 26,412,691 “Votes Against” and 14,251,695 “Abstentions.” The “Votes For” represented 35.3% of the shares of Common Stock cast on this proposal at the meeting, which was less than the 50% required by our Certificate of Incorporation to pass. There were 12,486,132 broker non-votes which are not considered votes cast.

(6) Stockholder proposal regarding expedited disclosure of voting results. The stockholder proposal regarding expedited disclosure of voting results did pass, having received 32,879,644 “Votes For,” 29,704,445 “Votes Against” and 264,175 “Abstentions.” The “Votes For” represented 52.3% of the shares of Common Stock cast on this proposal at the meeting, which was more than the 50% required by our Certificate of Incorporation to pass. There were 12,486,132 broker non-votes which are not considered votes cast.

Item 6. Exhibits

4.1	Third Supplemental Indenture, dated July 21, 2009 by and among Massey Energy Company, subsidiaries of Massey Energy Company, as Guarantors, and Wilmington Trust Company, as Trustee, supplementing that certain Senior Indenture dated May 29, 2003 in connection with the Company’s 2.25% convertible senior notes.  [filed herewith]
4.2	Second Supplemental Indenture, dated July 21, 2009 by and among Massey Energy Company, subsidiaries of Massey Energy Company, as Guarantors, and Wilmington Trust Company, as Trustee, supplementing that certain Senior Indenture dated November 10, 2003 in connection with the Company’s 6.625% senior notes.  [filed herewith]
4.3	First Supplemental Indenture, dated July 21, 2009 by and among Massey Energy Company, subsidiaries of Massey Energy Company, as Guarantors, and Wilmington Trust Company, as Trustee, supplementing that certain Senior Indenture dated November 10, 2003 in connection with the Company’s 6.875% senior notes.  [filed herewith]
4.4	Second Supplemental Indenture, dated July 21, 2009 by and among Massey Energy Company, subsidiaries of Massey Energy Company, as Guarantors, and Wilmington Trust Company, as Trustee, supplementing that certain Senior Indenture dated August 12, 2008 in connection with the Company’s 3.25% convertible senior notes.  [filed herewith]

10.1	Employee Agreement (as Amended and Restated) effective as of May 25, 2009 between Massey Energy Company and Michael K. Snelling [filed herewith]
31.1	Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 [filed herewith]
31.2	Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 [filed herewith]
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [furnished herewith]
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [furnished herewith]

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101 Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, furnished in XBRL (eXtensible Business Reporting Language)).

Attached as Exhibit 101 to this report are the following documents formatted in XBRL:  (i) the Condensed Consolidated Statement of Income for the three months ended June 30, 2009 and 2008, (ii) the Condensed Consolidated Balance Sheet at June 30, 2009 and December 31, 2008, (iii) the Condensed Consolidated Statement of Cash Flows for the three months ended June 30, 2009 and 2008 and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

33

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MASSEY ENERGY COMPANY
	(Registrant)
Date:  August 10, 2009	/s/ Eric B. Tolbert
	Eric B. Tolbert,
	Vice President and Chief Financial Officer
Date:  August 10, 2009	/s/ David W. Owings
	David W. Owings,
	Controller

34

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Massey Energy Company (the “Company”) for the quarter ending June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Don L. Blankenship, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Don L. Blankenship

Don L. Blankenship

Chairman and Chief Executive Officer

August 10, 2009

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Massey Energy Company (the “Company”) for the quarter ending June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric B. Tolbert, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

    /s/ Eric B. Tolbert

Eric B. Tolbert

Vice President and Chief Financial Officer

August 10, 2009

EX-31.1

EXHIBIT 31.1

Section 302 Certification

I, Don L. Blankenship, certify that:

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2009 of Massey Energy Company;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 10, 2009	/s/ Don L. Blankenship
	Don L. Blankenship
	Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Section 302 Certification

I, Eric B. Tolbert, certify that:

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2009 of Massey Energy Company;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 10, 2009	/s/ Eric B. Tolbert
	Eric B. Tolbert
	Vice President and Chief Financial Officer

EX-4.1

EXHIBIT 4.1

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE, dated as of July 20, 2009 (the “Supplemental Indenture”), among Massey Energy Company, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as defined in the Indenture (defined below)), West Kentucky Energy Company, a Kentucky corporation (the “New Subsidiary”), and Wilmington Trust Company, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and the Trustee executed that certain Indenture (the “Base Indenture”), dated as of May 29, 2003, as supplemented by that Second Supplemental Indenture (the “Second Supplemental Indenture”), dated April 7, 2004, each by and among the Issuer, the Guarantors (defined therein) and the Trustee (the Base Indenture together with the Second Supplemental Indenture, as amended and supplemented, the “Indenture”), providing for the issuance of the 2.25% Convertible Senior Notes due 2024 in the principal amount of up to One Hundred Seventy-Five Million and 00/100 Dollars ($175,000,000).

WHEREAS, the New Subsidiary was incorporated in the State of Kentucky on June 5, 2009.

WHEREAS, Sidney Coal Company, Inc., an indirect wholly-owned subsidiary of the Issuer, on June 30, 2009 capitalized, and became the sole parent of, the New Subsidiary.

WHEREAS, the New Subsidiary desires to incur Indebtedness and to guarantee the Indebtedness of the Issuer and/or its wholly-owned subsidiaries, to the extent permitted by the Indenture.

WHEREAS, pursuant to Section 2.05 of the Second Supplemental Indenture, the New Subsidiary desires to become a Guarantor under the Indenture.

WHEREAS, Section 2.05 of the Second Supplemental Indenture provides that supplemental indentures may be executed and delivered by the Issuer, the Guarantors and the Trustee for the purpose of amending or supplementing the Indenture so that a Subsidiary may become a party to the Indenture and issue a Note Guarantee, as attached hereto as Exhibit A.

WHEREAS, all other acts and proceedings necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer, the Guarantors and the Trustee, the legal, valid and binding agreement of the Issuer and the Guarantors in accordance with its terms.

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Section 1.  Confirmation of the Indenture; Definitions.  Except as supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all particulars.  Anything in the Indenture or herein to the contrary notwithstanding, all recitals, definitions and provisions contained in this Supplemental Indenture shall take precedence over the recitals, definitions and provisions of the

Indenture to the extent of any conflict between the two.  Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meaning given them in the Indenture.

Section 2.  (a)  The New Subsidiary hereby executes this Agreement as a supplemental indenture to the Indenture for the purpose of issuing a Note Guarantee, as set forth in Exhibit A, and agrees to be subject to all of the terms, conditions, waivers and covenants applicable to a Subsidiary and Guarantor under the Indenture.  Upon its execution hereof, the New Subsidiary hereby acknowledges that it shall be a Guarantor for all purposes as defined as set forth in the Indenture, effective as of the date hereof.

(b)           None of the shareholders, trustees or officers of the New Subsidiary shall be personally liable for the New Subsidiary’s obligations as a Guarantor arising under the Indenture.

Section 3.  Conditions to Effectivess of Supplemental Indenture and to Operation of Amendments Made Hereby.  This Supplemental Indenture shall become effective immediately upon its execution by the Trustee, the Issuer and the Guarantors.

Section 4.  Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 5.  Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

Section 6.  Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 7.  Trustee.  The Trustee makes no representation as the validity or sufficiency of this Supplemental Indenture.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

MASSEY ENERGY COMPANY

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Vice President and Secretary

WEST KENTUCKY ENERGY COMPANY

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Secretary

GUARANTORS:

A.T. MASSEY COAL COMPANY, INC.

ALEX ENERGY, INC.

ARACOMA COAL COMPANY, INC.

BANDMILL COAL CORPORATION

BANDYTOWN COAL COMPANY

BARNABUS LAND COMPANY

BELFRY COAL CORPORATION

BEN CREEK COAL COMPANY

BIG BEAR MINING COMPANY

BIG SANDY VENTURE CAPITAL CORP.

BLACK KING MINE DEVELOPMENT CO.

BLUE RIDGE VENTURE CAPITAL CORP.

BOONE EAST DEVELOPMENT CO.

BOONE ENERGY COMPANY

BOONE WEST DEVELOPMENT CO.

CENTRAL PENN ENERGY COMPANY, INC.

CENTRAL WEST VIRGINIA ENERGY COMPANY

CERES LAND COMPANY

CLEAR FORK COAL COMPANY

CRYSTAL FUELS COMPANY

DEHUE COAL COMPANY

DELBARTON MINING COMPANY

DEMETER LAND COMPANY

DOUGLAS POCAHONTAS COAL CORPORATION

DRIH CORPORATION

DUCHESS COAL COMPANY

DUNCAN FORK COAL COMPANY

EAGLE ENERGY, INC.

ELK RUN COAL COMPANY, INC.

FEATS VENTURE CAPITAL CORP.

GOALS COAL COMPANY

GREEN VALLEY COAL COMPANY

GREYEAGLE COAL COMPANY

HADEN FARMS, INC.

HANNA LAND COMPANY, LLC

(by ALEX ENERGY, INC., its Manager)

HAZY RIDGE COAL COMPANY

HIGHLAND MINING COMPANY

HOPKINS CREEK COAL COMPANY

INDEPENDENCE COAL COMPANY, INC.

JACKS BRANCH COAL COMPANY

JOBONER COAL COMPANY

KANAWHA ENERGY COMPANY

KNOX CREEK COAL CORPORATION

LAUREN LAND COMPANY

LAXARE, INC.

LOGAN COUNTY MINE SERVICES, INC.

LONG FORK COAL COMPANY

LYNN BRANCH COAL COMPANY, INC.

MAJESTIC MINING, INC.

MARFORK COAL COMPANY, INC.

MARTIN COUNTY COAL CORPORATION

MASSEY COAL SALES COMPANY, INC.

MASSEY GAS & OIL COMPANY

MASSEY TECHNOLOGY INVESTMENTS, INC.

NEW MARKET LAND COMPANY

NEW RIDGE MINING COMPANY

NEW RIVER ENERGY CORPORATION

NICCO CORPORATION

NICHOLAS ENERGY COMPANY

OMAR MINING COMPANY

PEERLESS EAGLE COAL CO.

PERFORMANCE COAL COMPANY

PETER CAVE MINING COMPANY

PILGRIM MINING COMPANY, INC.

POWER MOUNTAIN COAL COMPANY

RAVEN RESOURCES, INC.

RAWL SALES & PROCESSING CO.

ROAD FORK DEVELOPMENT COMPANY, INC.

ROBINSON-PHILLIPS COAL COMPANY

RUM CREEK COAL SALES, INC.

RUSSELL FORK COAL COMPANY

SC COAL CORPORATION

SCARLET DEVELOPMENT COMPANY

SHANNON-POCAHONTAS COAL CORPORATION

SHANNON-POCAHONTAS MINING COMPANY

(by: SHANNON-POCAHONTAS COAL CORPORATION, its partner

 by: OMAR MINING COMPANY, its partner)

SHENANDOAH CAPITAL MANAGEMENT CORP.

SIDNEY COAL COMPANY, INC.

SPARTAN MINING COMPANY

ST. ALBAN’S CAPITAL MANAGEMENT CORP.

STIRRAT COAL COMPANY

STONE MINING COMPANY

SUPPORT MINING COMPANY

SYCAMORE FUELS, INC.

T.C.H. COAL CO.

TALON LOADOUT COMPANY

TENNESSEE CONSOLIDATED COAL COMPANY

TENNESSEE ENERGY CORP.

THUNDER MINING COMPANY

TOWN CREEK COAL COMPANY

TRACE CREEK COAL COMPANY

TUCSON LIMITED LIABILITY COMPANY,

(by: ALEX ENERGY, INC., its Manager)

VANTAGE MINING COMPANY

WHITE BUCK COAL COMPANY

WILLIAMS MOUNTAIN COAL COMPANY

WYOMAC COAL COMPANY, INC.

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Secretary

MASSEY COAL SERVICES, INC.

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Assistant Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:  /s/ Michael G. Oller, Jr.

Name: Michael G. Oller, Jr.

Title: Assistant Vice President

EXHIBIT A

NOTE GUARANTEE

The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, on a senior unsecured basis, to the extent set forth in the Indenture (the “Base Indenture”), dated as of May 29, 2003, as supplemented by that Second Supplemental Indenture (the “Second Supplemental Indenture”), dated April 7, 2004, each by and among Massey Energy Company, as issuer, the Guarantors (as defined therein) and Wilmington Trust Company, as Trustee (the Base Indenture and the Second Supplemental Indenture, as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest and Liquidated Damages, if any, with respect to the Convertible Senior Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest or Liquidated Damages, and the due and punctual performance of all other obligations (including amounts due the Trustee under Section 607 of the Base Indenture) of the Corporation or any Guarantor to the Holders or the Trustee, all in accordance with the terms set forth in Article Two of the Second Supplemental Indenture, and (b) in case of any extension of time of payment or renewal of any Convertible Senior Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders of Convertible Senior Notes and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article Two of the Second Supplemental Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Note Guarantee.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the Guarantor has caused this Note Guarantee to be signed by a duly authorized officer.

WEST KENTUCKY ENERGY COMPANY

By:  __________________________________

Name:               Richard R. Grinnan

Title:                 Secretary

Dated:  July 20, 2009

EX-4.2

EXHIBIT 4.2

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of July 20, 2009 (the “Supplemental Indenture”), among Massey Energy Company, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as defined in the Indenture (defined below)), West Kentucky Energy Company, a Kentucky corporation (the “New Subsidiary”), and Wilmington Trust Company, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and the Trustee executed that certain Indenture, (the “Base Indenture”), dated as of November 10, 2003, by and among the Issuer, the Guarantors (defined therein) and the Trustee, as supplemented by that First Supplemental Indenture, dated as of August 19, 2008 (together with the Base Indenture and as amended and supplemented, the “Indenture”), providing for the issuance of the 6.625% Senior Notes due 2010 in the principal amount of up to Three Hundred Sixty Million and 00/100 Dollars ($360,000,000).

WHEREAS, the New Subsidiary was incorporated in the State of Kentucky on June 5, 2009.

WHEREAS, Sidney Coal Company, Inc., an indirect wholly-owned subsidiary of the Issuer, on June 30, 2009 capitalized, and became the sole parent of, the New Subsidiary.

WHEREAS, the New Subsidiary desires to incur Indebtedness and to guarantee the Indebtedness of the Issuer and/or its wholly-owned subsidiaries, to the extent permitted by the Indenture.

WHEREAS, pursuant to Section 10.04 of the Base Indenture, the New Subsidiary desires to become a Guarantor under the Indenture.

WHEREAS, Section 10.04 of the Base Indenture provides that supplemental indentures may be executed and delivered by the Issuer, the Guarantors and the Trustee for the purpose of amending or supplementing the Indenture so that a Restricted Subsidiary may become a party to the Indenture and issue a Note Guarantee, as attached hereto as Exhibit A.

WHEREAS, all other acts and proceedings necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer, the Guarantors and the Trustee, the legal, valid and binding agreement of the Issuer and the Guarantors in accordance with its terms.

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Section 1.  Confirmation of the Indenture; Definitions.  Except as supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all particulars.  Anything in the Indenture or herein to the contrary notwithstanding, all recitals, definitions and provisions contained in this Supplemental Indenture shall take precedence over the recitals, definitions and provisions of the

Indenture to the extent of any conflict between the two.  Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meaning given them in the Indenture.

Section 2.  (a)  The New Subsidiary hereby executes this Agreement as a supplemental indenture to the Indenture for the purpose of issuing a Note Guarantee, as set forth in Exhibit A,  and agrees to be subject to all of the terms, conditions, waivers and covenants applicable to a Guarantor under the Indenture.  Upon its execution hereof, the New Subsidiary hereby acknowledges that it shall be a Guarantor for all purposes set forth in the Indenture, effective as of the date hereof.

(b)           None of the shareholders, trustees or officers of the New Subsidiary shall be personally liable for the New Subsidiary’s obligations as a Guarantor arising under the Indenture.

Section 3.  Conditions to Effectivess of Supplemental Indenture and to Operation of Amendments Made Hereby.  This Supplemental Indenture shall become effective immediately upon its execution by the Trustee, the Issuer and the Guarantors.

Section 4.  Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 5.  Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

Section 6.  Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 7.  Trustee.  The Trustee makes no representation as the validity or sufficiency of this Supplemental Indenture.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

MASSEY ENERGY COMPANY

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Vice President and Secretary

WEST KENTUCKY ENERGY COMPANY

By:  /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Secretary

GUARANTORS:

A. T. MASSEY COAL COMPANY, INC.

ALEX ENERGY, INC.

ARACOMA COAL COMPANY, INC.

BANDMILL COAL CORPORATION

BANDYTOWN COAL COMPANY

BARNABUS LAND COMPANY

BELFRY COAL CORPORATION

BEN CREEK COAL COMPANY

BIG BEAR MINING COMPANY

BIG SANDY VENTURE CAPITAL CORP.

BLACK KING MINE DEVELOPMENT CO.

BLUE RIDGE VENTURE CAPITAL CORP.

BOONE EAST DEVELOPMENT CO.

BOONE ENERGY COMPANY

BOONE WEST DEVELOPMENT CO.

CENTRAL PENN ENERGY COMPANY, INC.

CENTRAL WEST VIRGINIA ENERGY COMPANY

CERES LAND COMPANY

CLEAR FORK COAL COMPANY

CRYSTAL FUELS COMPANY

DEHUE COAL COMPANY

DELBARTON MINING COMPANY

DEMETER LAND COMPANY

DOUGLAS POCAHONTAS COAL CORPORATION

DRIH CORPORATION

DUCHESS COAL COMPANY

DUNCAN FORK COAL COMPANY

EAGLE ENERGY, INC.

ELK RUN COAL COMPANY, INC.

FEATS VENTURE CAPITAL CORP.

GOALS COAL COMPANY

GREEN VALLEY COAL COMPANY

GREYEAGLE COAL COMPANY

HADEN FARMS, INC.

HANNA LAND COMPANY, LLC

(by ALEX ENERGY, INC., its Manager)

HAZY RIDGE COAL COMPANY

HIGHLAND MINING COMPANY

HOPKINS CREEK COAL COMPANY

INDEPENDENCE COAL COMPANY, INC.

JACKS BRANCH COAL COMPANY

JOBONER COAL COMPANY

KANAWHA ENERGY COMPANY

KNOX CREEK COAL CORPORATION

LAUREN LAND COMPANY

LAXARE, INC.

LOGAN COUNTY MINE SERVICES, INC.

LONG FORK COAL COMPANY

LYNN BRANCH COAL COMPANY, INC.

MAJESTIC MINING, INC.

MARFORK COAL COMPANY, INC.

MARTIN COUNTY COAL CORPORATION

MASSEY COAL SALES COMPANY, INC.

MASSEY GAS & OIL COMPANY

MASSEY TECHNOLOGY INVESTMENTS, INC.

NEW MARKET LAND COMPANY

NEW RIDGE MINING COMPANY

NEW RIVER ENERGY CORPORATION

NICCO CORPORATION

NICHOLAS ENERGY COMPANY

OMAR MINING COMPANY

PEERLESS EAGLE COAL CO.

PERFORMANCE COAL COMPANY

PETER CAVE MINING COMPANY

PILGRIM MINING COMPANY, INC.

POWER MOUNTAIN COAL COMPANY

RAVEN RESOURCES, INC.

RAWL SALES & PROCESSING CO.

ROAD FORK DEVELOPMENT COMPANY, INC.

ROBINSON-PHILLIPS COAL COMPANY

RUM CREEK COAL SALES, INC.

RUSSELL FORK COAL COMPANY

SC COAL CORPORATION

SCARLET DEVELOPMENT COMPANY

SHANNON-POCAHONTAS COAL CORPORATION

SHANNON-POCAHONTAS MINING COMPANY

(by: SHANNON-POCAHONTAS COAL

CORPORATION, its partner

by: OMAR MINING COMPANY, its partner)

SHENANDOAH CAPITAL MANAGEMENT CORP.

SIDNEY COAL COMPANY, INC.

SPARTAN MINING COMPANY

ST. ALBAN’S CAPITAL MANAGEMENT CORP.

STIRRAT COAL COMPANY

STONE MINING COMPANY

SUPPORT MINING COMPANY

SYCAMORE FUELS, INC.

T.C.H. COAL CO.

TALON LOADOUT COMPANY

TENNESSEE CONSOLIDATED COAL COMPANY

TENNESSEE ENERGY CORP.

THUNDER MINING COMPANY

TOWN CREEK COAL COMPANY

TRACE CREEK COAL COMPANY

TUCSON LIMITED LIABILITY COMPANY,

(by: ALEX ENERGY, INC., its Manager)

VANTAGE MINING COMPANY

WHITE BUCK COAL COMPANY

WILLIAMS MOUNTAIN COAL COMPANY

WYOMAC COAL COMPANY, INC.

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan  

Title:  Secretary

MASSEY COAL SERVICES, INC.

By:  /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Assistant Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:  /s/ Michael G. Oller, Jr.

Name: Michael G. Oller, Jr.

Title: Assistant Vice President

EXHIBIT A

NOTE GUARANTEE

The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture (the “Base Indenture”), dated as of November 10, 2003, by and among Massey Energy Company, as issuer, the Guarantors (as defined therein) and Wilmington Trust Company, as Trustee, as supplemented by the First Supplemental Indenture, dated as of August 22, 2008 (together with the Base Indenture and as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Base Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article Ten of the Base Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Note Guarantee.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the Guarantor has caused this Note Guarantee to be signed by a duly authorized officer.

WEST KENTUCKY ENERGY COMPANY

By:  __________________________________ 

Name:  Richard R. Grinnan

Title:  Secretary

Dated:  July 20, 2009

EX-4.3

EXHIBIT 4.3

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of July 20, 2009 (the “Supplemental Indenture”), among Massey Energy Company, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as defined in the Indenture (defined below)), West Kentucky Energy Company, a Kentucky corporation (the “New Subsidiary”), and Wilmington Trust Company, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and the Trustee executed that certain Indenture, dated as of December 21, 2005, by and among the Issuer, the Guarantors (defined therein) and the Trustee (the “Indenture”), providing for the issuance of the 6.875% Senior Notes due 2013 in the principal amount of up to Seven Hundred Sixty Million and 00/100 Dollars ($760,000,000).

WHEREAS, the New Subsidiary was incorporated in the State of Kentucky on June 5, 2009.

WHEREAS, Sidney Coal Company, Inc., an indirect wholly-owned subsidiary of the Issuer, on June 30, 2009 capitalized, and became the sole parent of, the New Subsidiary.

WHEREAS, the New Subsidiary desires to incur Indebtedness and to guarantee the Indebtedness of the Issuer and/or its wholly-owned subsidiaries, to the extent permitted by the Indenture.

WHEREAS, pursuant to Section 10.04 of the Indenture, the New Subsidiary desires to become a Guarantor under the Indenture.

WHEREAS, Section 10.04 of the Indenture provides that supplemental indentures may be executed and delivered by the Issuer, the Guarantors and the Trustee for the purpose of amending or supplementing the Indenture so that a Restricted Subsidiary may become a party to the Indenture and issue a Note Guarantee, as attached hereto as Exhibit A.

WHEREAS, all other acts and proceedings necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer, the Guarantors and the Trustee, the legal, valid and binding agreement of the Issuer and the Guarantors in accordance with its terms.

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Section 1.  Confirmation of the Indenture; Definitions.  Except as supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all particulars.  Anything in the Indenture or herein to the contrary notwithstanding, all recitals, definitions and provisions contained in this Supplemental Indenture shall take precedence over the recitals, definitions and provisions of the Indenture to the extent of any conflict between the two.  Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meaning given them in the Indenture.

Section 2.  (a)  The New Subsidiary hereby executes this Agreement as a supplemental indenture to the Indenture for the purpose of issuing a Note Guarantee, as set forth in Exhibit A, and agrees to be subject to all of the terms, conditions, waivers and covenants applicable to a Guarantor under the Indenture.  Upon its execution hereof, the New Subsidiary hereby acknowledges that it shall be a Guarantor for all purposes set forth in the Indenture, effective as of the date hereof.

(b)           None of the shareholders, trustees or officers of the New Subsidiary shall be personally liable for the New Subsidiary’s obligations as a Guarantor arising under the Indenture.

Section 3.  Conditions to Effectivess of Supplemental Indenture and to Operation of Amendments Made Hereby.  This Supplemental Indenture shall become effective immediately upon its execution by the Trustee, the Issuer and the Guarantors.

Section 4.  Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 5.  Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

Section 6.  Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 7.  Trustee.  The Trustee makes no representation as the validity or sufficiency of this Supplemental Indenture.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

MASSEY ENERGY COMPANY

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan 

Title:  Vice President and Secretary

WEST KENTUCKY ENERGY COMPANY

By:  /s/ Richard R. Grinnan

Name:  Richard R. Grinann

Title:  Secretary

GUARANTORS:

A.T. MASSEY COAL COMPANY, INC.

ALEX ENERGY, INC.

ARACOMA COAL COMPANY, INC.

BANDMILL COAL CORPORATION

BANDYTOWN COAL COMPANY

BARNABUS LAND COMPANY

BELFRY COAL CORPORATION

BEN CREEK COAL COMPANY

BIG BEAR MINING COMPANY

BIG SANDY VENTURE CAPITAL CORP.

BLACK KING MINE DEVELOPMENT CO.

BLUE RIDGE VENTURE CAPITAL CORP.

BOONE EAST DEVELOPMENT CO.

BOONE ENERGY COMPANY

BOONE WEST DEVELOPMENT CO.

CENTRAL PENN ENERGY COMPANY, INC.

CENTRAL WEST VIRGINIA ENERGY COMPANY

CERES LAND COMPANY

CLEAR FORK COAL COMPANY

CRYSTAL FUELS COMPANY

DEHUE COAL COMPANY

DELBARTON MINING COMPANY

DEMETER LAND COMPANY

DOUGLAS POCAHONTAS COAL CORPORATION

DRIH CORPORATION

DUCHESS COAL COMPANY

DUNCAN FORK COAL COMPANY

EAGLE ENERGY, INC.

ELK RUN COAL COMPANY, INC.

FEATS VENTURE CAPITAL CORP.

GOALS COAL COMPANY

GREEN VALLEY COAL COMPANY

GREYEAGLE COAL COMPANY

HADEN FARMS, INC.

HANNA LAND COMPANY, LLC

(by ALEX ENERGY, INC., its Manager)

HAZY RIDGE COAL COMPANY

HIGHLAND MINING COMPANY

HOPKINS CREEK COAL COMPANY

INDEPENDENCE COAL COMPANY, INC.

JACKS BRANCH COAL COMPANY

JOBONER COAL COMPANY

KANAWHA ENERGY COMPANY

KNOX CREEK COAL CORPORATION

LAUREN LAND COMPANY

LAXARE, INC.

LOGAN COUNTY MINE SERVICES, INC.

LONG FORK COAL COMPANY

LYNN BRANCH COAL COMPANY, INC.

MAJESTIC MINING, INC.

MARFORK COAL COMPANY, INC.

MARTIN COUNTY COAL CORPORATION

MASSEY COAL SALES COMPANY, INC.

MASSEY GAS & OIL COMPANY

MASSEY TECHNOLOGY INVESTMENTS, INC.

NEW MARKET LAND COMPANY

NEW RIDGE MINING COMPANY

NEW RIVER ENERGY CORPORATION

NICCO CORPORATION

NICHOLAS ENERGY COMPANY

OMAR MINING COMPANY

PEERLESS EAGLE COAL CO.

PERFORMANCE COAL COMPANY

PETER CAVE MINING COMPANY

PILGRIM MINING COMPANY, INC.

POWER MOUNTAIN COAL COMPANY

RAVEN RESOURCES, INC.

RAWL SALES & PROCESSING CO.

ROAD FORK DEVELOPMENT

COMPANY, INC.

ROBINSON-PHILLIPS COAL COMPANY

RUM CREEK COAL SALES, INC.

RUSSELL FORK COAL COMPANY

SC COAL CORPORATION

SCARLET DEVELOPMENT COMPANY

SHANNON-POCAHONTAS COAL CORPORATION

SHANNON-POCAHONTAS MINING COMPANY

(by: SHANNON-POCAHONTAS COAL CORPORATION, its partner

by: OMAR MINING COMPANY, its partner)

SHENANDOAH CAPITAL MANAGEMENT CORP.

SIDNEY COAL COMPANY, INC.

SPARTAN MINING COMPANY

ST. ALBAN’S CAPITAL MANAGEMENT CORP.

STIRRAT COAL COMPANY

STONE MINING COMPANY

SUPPORT MINING COMPANY

SYCAMORE FUELS, INC.

T.C.H. COAL CO.

TALON LOADOUT COMPANY

TENNESSEE CONSOLIDATED COAL COMPANY

TENNESSEE ENERGY CORP.

THUNDER MINING COMPANY

TOWN CREEK COAL COMPANY

TRACE CREEK COAL COMPANY

TUCSON LIMITED LIABILITY COMPANY,

(by: ALEX ENERGY, INC., its Manager)

VANTAGE MINING COMPANY

WHITE BUCK COAL COMPANY

WILLIAMS MOUNTAIN COAL COMPANY

WYOMAC COAL COMPANY, INC.

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Secretary

MASSEY COAL SERVICES, INC.

By:  /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Assistant Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:  /s/ Michael G. Oller, Jr.

Name: Michael G. Oller, Jr.

Title: Assistant Vice President

EXHIBIT A

NOTE GUARANTEE

The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture, dated as of December 21, 2005, by and among Massey Energy Company, as issuer, the Guarantors (as defined therein) and Wilmington Trust Company, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Note Guarantee.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the Guarantor has caused this Note Guarantee to be signed by a duly authorized officer.

WEST KENTUCKY ENERGY COMPANY

By:  _____________________________

Name:  Richard R. Grinnan

Title:  Secretary

Dated:  July 20, 2009

EX-4.4

EXHIBIT 4.4

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of July 20, 2009 (the “Supplemental Indenture”), among Massey Energy Company, a Delaware corporation, as issuer (the “Issuer”), the Guarantors (as defined in the Indenture (defined below)), West Kentucky Energy Company, a Kentucky corporation (the “New Subsidiary”), and Wilmington Trust Company, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and the Trustee executed that certain Senior Indenture (the “Base Indenture”), dated as of August 12, 2008, as supplemented by that First Supplemental Indenture, dated the same date, each by and among the Issuer, the Guarantors (defined therein) and the Trustee (together with the Base Indenture and as amended and supplemented, the “Indenture”), providing for the issuance of the 3.25% Convertible Senior Notes due 2015 in the principal amount of up to Six Hundred Ninety Million and 00/100 Dollars ($690,000,000).

WHEREAS, the New Subsidiary was incorporated in the State of Kentucky on June 5, 2009.

WHEREAS, Sidney Coal Company, Inc., an indirect wholly-owned subsidiary of the Issuer, on June 30, 2009 capitalized, and became the sole parent of, the New Subsidiary.

WHEREAS, the New Subsidiary desires to incur Indebtedness and to guarantee the Indebtedness of the Issuer and/or its wholly-owned subsidiaries, to the extent permitted by the Indenture.

WHEREAS, pursuant to Section 1504 of the Base Indenture, the New Subsidiary desires to become a Guarantor under the Indenture.

WHEREAS, Section 1504 of the Base Indenture provides that supplemental indentures may be executed and delivered by the Issuer, the Guarantors and the Trustee for the purpose of amending or supplementing the Indenture so that a Subsidiary may become a party to the Indenture and issue a Note Guarantee, as attached hereto as Exhibit A.

WHEREAS, all other acts and proceedings necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer, the Guarantors and the Trustee, the legal, valid and binding agreement of the Issuer and the Guarantors in accordance with its terms.

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Section 1.  Confirmation of the Indenture; Definitions.  Except as supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all particulars.  Anything in the Indenture or herein to the contrary notwithstanding, all recitals, definitions and provisions contained in this Supplemental Indenture shall take precedence over the recitals, definitions and provisions of the

Indenture to the extent of any conflict between the two.  Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meaning given them in the Indenture.

Section 2.  (a)  The New Subsidiary hereby executes this Agreement as a supplemental indenture to the Indenture for the purpose of issuing a Note Guarantee, as set forth in Exhibit A, and agrees to be subject to all of the terms, conditions, waivers and covenants applicable to a Subsidiary and Guarantor under the Indenture.  Upon its execution hereof, the New Subsidiary hereby acknowledges that it shall be a Guarantor for all purposes as defined as set forth in the Indenture, effective as of the date hereof.

(b)           None of the shareholders, trustees or officers of the New Subsidiary shall be personally liable for the New Subsidiary’s obligations as a Guarantor arising under the Indenture.

Section 3.  Conditions to Effectivess of Supplemental Indenture and to Operation of Amendments Made Hereby.  This Supplemental Indenture shall become effective immediately upon its execution by the Trustee, the Issuer and the Guarantors.

Section 4.  Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 5.  Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

Section 6.  Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 7.  Trustee.  The Trustee makes no representation as the validity or sufficiency of this Supplemental Indenture.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

MASSEY ENERGY COMPANY

 By:  /s/ Richard R. Grinnan

 Name:  Richard R. Grinnan

 Title:  Vice President and Secretary

WEST KENTUCKY ENERGY COMPANY

 By:  /s/ Richard R. Grinnan

 Name:  Richard R. Grinnan

 Title:  Secretary

GUARANTORS:

A.T. MASSEY COAL COMPANY, INC.

ALEX ENERGY, INC.

ARACOMA COAL COMPANY, INC.

BANDMILL COAL CORPORATION

BANDYTOWN COAL COMPANY

BARNABUS LAND COMPANY

BELFRY COAL CORPORATION

BEN CREEK COAL COMPANY

BIG BEAR MINING COMPANY

BIG SANDY VENTURE CAPITAL CORP.

BLACK KING MINE DEVELOPMENT CO.

BLUE RIDGE VENTURE CAPITAL CORP.

BOONE EAST DEVELOPMENT CO.

BOONE ENERGY COMPANY

BOONE WEST DEVELOPMENT CO.

CENTRAL PENN ENERGY COMPANY, INC.

CENTRAL WEST VIRGINIA ENERGY COMPANY

CERES LAND COMPANY

CLEAR FORK COAL COMPANY

CRYSTAL FUELS COMPANY

DEHUE COAL COMPANY

DELBARTON MINING COMPANY

DEMETER LAND COMPANY

DOUGLAS POCAHONTAS COAL CORPORATION

DRIH CORPORATION

DUCHESS COAL COMPANY

DUNCAN FORK COAL COMPANY

EAGLE ENERGY, INC.

ELK RUN COAL COMPANY, INC.

FEATS VENTURE CAPITAL CORP.

GOALS COAL COMPANY

GREEN VALLEY COAL COMPANY

GREYEAGLE COAL COMPANY

HADEN FARMS, INC.

HANNA LAND COMPANY, LLC

(by ALEX ENERGY, INC., its Manager)

HAZY RIDGE COAL COMPANY

HIGHLAND MINING COMPANY

HOPKINS CREEK COAL COMPANY

INDEPENDENCE COAL COMPANY, INC.

JACKS BRANCH COAL COMPANY

JOBONER COAL COMPANY

KANAWHA ENERGY COMPANY

KNOX CREEK COAL CORPORATION

LAUREN LAND COMPANY

LAXARE, INC.

LOGAN COUNTY MINE SERVICES, INC.

LONG FORK COAL COMPANY

LYNN BRANCH COAL COMPANY, INC.

MAJESTIC MINING, INC.

MARFORK COAL COMPANY, INC.

MARTIN COUNTY COAL CORPORATION

MASSEY COAL SALES COMPANY, INC.

MASSEY GAS & OIL COMPANY

MASSEY TECHNOLOGY INVESTMENTS, INC.

NEW MARKET LAND COMPANY

NEW RIDGE MINING COMPANY

NEW RIVER ENERGY CORPORATION

NICCO CORPORATION

NICHOLAS ENERGY COMPANY

OMAR MINING COMPANY

PEERLESS EAGLE COAL CO.

PERFORMANCE COAL COMPANY

PETER CAVE MINING COMPANY

PILGRIM MINING COMPANY, INC.

POWER MOUNTAIN COAL COMPANY

RAVEN RESOURCES, INC.

RAWL SALES & PROCESSING CO.

ROAD FORK DEVELOPMENT COMPANY, INC.

ROBINSON-PHILLIPS COAL COMPANY

RUM CREEK COAL SALES, INC.

RUSSELL FORK COAL COMPANY

SC COAL CORPORATION

SCARLET DEVELOPMENT COMPANY

SHANNON-POCAHONTAS COAL CORPORATION

SHANNON-POCAHONTAS MINING COMPANY

(by: SHANNON-POCAHONTAS COAL CORPORATION, its partner

by: OMAR MINING COMPANY, its partner)

SHENANDOAH CAPITAL MANAGEMENT CORP.

SIDNEY COAL COMPANY, INC.

SPARTAN MINING COMPANY

ST. ALBAN’S CAPITAL

MANAGEMENT CORP.

STIRRAT COAL COMPANY

STONE MINING COMPANY

SUPPORT MINING COMPANY

SYCAMORE FUELS, INC.

T.C.H. COAL CO.

TALON LOADOUT COMPANY

TENNESSEE CONSOLIDATED COAL COMPANY

TENNESSEE ENERGY CORP.

THUNDER MINING COMPANY

TOWN CREEK COAL COMPANY

TRACE CREEK COAL COMPANY

TUCSON LIMITED LIABILITY COMPANY,

(by: ALEX ENERGY, INC., its Manager)

VANTAGE MINING COMPANY

WHITE BUCK COAL COMPANY

WILLIAMS MOUNTAIN COAL COMPANY

WYOMAC COAL COMPANY, INC.

By: /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Secretary

MASSEY COAL SERVICES, INC.

By:  /s/ Richard R. Grinnan

Name:  Richard R. Grinnan

Title:  Assistant Secretary

 WILMINGTON TRUST COMPANY, as Trustee

By:  /s/ Michael G. Oller, Jr.

Name: Michael G. Oller, Jr.

Title: Assistant Vice President

EXHIBIT A

NOTE GUARANTEE

The undersigned (the “Guarantor”) hereby jointly and severally unconditionally guarantees, on a senior unsecured basis, to the extent set forth in the Indenture (the “Base Indenture”), dated as of August 12, 2008, as supplemented by that First Supplemental Indenture, dated the same date, each by and among Massey Energy Company, as issuer, the Guarantors (as defined therein) and Wilmington Trust Company, as Trustee (together with the Base Indenture and as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, interest and additional interest, if any, with respect to the Securities, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest or additional interest, if any, and the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders or the Trustee under this Indenture and the Securities (including amounts due the Trustee under Section 607 of the Indenture), all in accordance with the terms set forth in Article Fifteen of the Base Indenture, and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article Fifteen of the Base Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Note Guarantee.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the Guarantor has caused this Note Guarantee to be signed by a duly authorized officer.

 WEST KENTUCKY ENERGY COMPANY

By:  ________________________________

Name:  Richard R. Grinnan

Title:  Secretary

Dated:  July 20, 2009

EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

AS AMENDED AND RESTATED

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of May 25, 2009 (the “Effective Date”), is made on June 22, 2009 between Massey Energy Company, a Delaware corporation (the “Company”), and Michael K. Snelling (the “Executive”) and amends and restates, and replaces, the Employment Agreement dated May 25, 2009 between the Company and Executive in order to clarify certain terms and provisions thereof.  This Agreement replaces and supersedes, as of the Effective Date, the employment agreement between the Company and the Executive effective as of the May 25, 2006 and amended and restated on December 23, 2008 (the “Original Agreement”).

WITNESSETH:

WHEREAS, Executive is a senior executive of the Company or one of its Subsidiaries (as defined in Section 25) and has made and is expected to continue to make major contributions to the short-term and long-term profitability, growth and financial strength of the Company; and

WHEREAS, the Board of Directors of the Company (the “Board,” as defined in Section 25) recognized that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 25) exists and consequently entered into a Change in Control Severance Agreement dated May 25, 2006 with the Executive, which the Company and the Executive amended and restated effective January 1, 2009 (the “Change in Control Agreement”); and

WHEREAS, the Board has determined that Executive should be provided with certain employment rights during his continued employment prior to the generally applicability of the Change in Control Agreement, as well as certain severance rights in the event his employment ends under circumstances where the Change in Control Agreement is inapplicable; and

WHEREAS, the Board has determined that Executive will not be entitled to payments and benefits under this Agreement and the Change in Control Agreement with respect to the same set of circumstances and that it is desirable to provide for appropriate coordination, without duplication, of payment and benefit rights in the event Executive becomes entitled to payments or benefits pursuant to this Agreement and at the same time is entitled to payments and benefits under the Change in Control Agreement; and

WHEREAS, in consideration of Executive’s continued employment with the Company, the Company desired to provide Executive with certain compensation and benefits set forth in this Agreement in order to ameliorate the financial and career impact on Executive in the event Executive’s employment with the Company is terminated for certain reasons prior to a Change in Control; and

WHEREAS, the Company and the Executive now desire to replace the Original Agreement, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 25 and throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Employment.

(a) Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the term hereof as a senior executive of the Company or one of its Subsidiaries (as defined in Section 25). In such capacity, Executive shall report to such person as the President and Chief Executive Officer of the Company shall determine, and shall have the customary powers, responsibilities and authorities of executives holding such positions in corporations of the size, type and nature of the Company or Subsidiary which employs him, as it exists from time to time, and as are assigned by the President and Chief Executive Officer of the Company.

(b) Subject to the terms and conditions of this Agreement, Executive hereby accepts such employment originally commencing as of the Effective Date and agrees, subject to any period of vacation and sick leave, to devote his full business time and efforts to the performance of services, duties and responsibilities in connection therewith.

2. Term of Agreement.

(a) Regular Term.  The term of this Agreement (the “Term”) commenced on the Effective Date and shall continue until May 25, 2012.

(b) Termination of Agreement Upon a Change in Control.  Notwithstanding the foregoing, this Agreement shall automatically terminate if Executive is employed by the Company or any Subsidiary (as defined in Section 25) at the time a Change in Control occurs.

3. Compensation.

(a) Salary. During the Term, the Company shall pay Executive a base salary (“Base Salary”) at an annual rate of $340,000 effective as of June 1, 2009  (subject, however, Executive’s waiver, if any, in effect on the day before the Effective Date of part of his otherwise payable base salary for certain purposes, which waiver shall remain effective until revoked). Base Salary shall be payable in accordance with the ordinary payroll practices of the Company (but no less frequently than monthly). During the Term, the Board shall, in good faith, review, at least annually, Executive’s Base Salary in accordance with the Company’s customary procedures and practices regarding the salaries of senior executives and may, if determined by the Board to be appropriate, increase, but not decrease, Executive’s Base Salary following such review. “Base Salary” for all purposes herein shall be deemed to be a reference to any such increased amount.

(b) Annual Bonus. In addition to his Base Salary, during the Term, Executive shall be eligible to receive annual cash bonus awards for fiscal years 2010, 2011 and 2012 of $210,000, which amount may be increased at the discretion of the Compensation Committee. Each annual cash bonus award shall be subject to the terms and conditions set forth by the Compensation Committee of the Board for each fiscal year. Except as provided herein, the annual cash bonus awards shall be payable to Executive at the time bonuses are paid to other similarly situated executives of the Company and its Subsidiaries in accordance with the Company’s policies and practices as set by the Board.

(c) Long-term Incentive Awards. During the Term, Executive shall be eligible to receive long-term incentive awards as a Level 2 participant in the Company’s long-term incentive awards program. The long-term incentive awards shall be subject to the terms and conditions set forth by the Compensation Committee of the Board for each long-term incentive period. Except as provided herein, long-term cash incentive awards shall be payable or shall vest, as the case may be, at the time such awards are paid or vest for similarly situated executives of the Company and its Subsidiaries in accordance with the Company’s policies and practices as set by the Board.

(d) Existing Equity- and Cash-Based Compensation. Any outstanding agreement made with Executive under the Company’s long-term cash and equity incentive program, including, stock option, restricted stock, restricted unit, other equity- or cash-based incentive awards or other equity- or cash-based incentive agreements as of the Effective Date and the date hereof (the “Ancillary Documents”) shall remain in full force and effect and shall not be affected by this Agreement, except as set forth in Section 6(c).

(e) Retention Cash Awards. Retention Cash Awards (as defined in Section 25(g)) shall be payable to Executive on January 1, 1010, 2011 and 2012, provided he is employed for the applicable stated service period and on each such payment date, respectively, set forth in Section 25(g).

4. Employee Benefit Programs, Plans and Practices; Perquisites.

(a)  In General.  The Company shall provide Executive while employed hereunder with coverage under such employee benefit plans (commensurate with his position in the Company and to the extent permitted under any employee benefit plan) in accordance with the terms thereof, Directors and Officers insurance policy, which covers claims arising out of actions or inactions occurring during the Term, in accordance with the Directors and Officers insurance policy, and other employee benefits which the Company may make available to other similarly situated executives of the Company and its Subsidiaries from time to time in its discretion. The Company also shall provide Executive while employed hereunder with perquisites which the Company may make available to other similarly situated executives of the Company and its Subsidiaries from time to time in its discretion. 

(b)  Supplemental Benefit Plan Participation. Notwithstanding anything to the contrary in the foregoing, Executive shall be provided participation in the A. T. Massey, Inc. Supplemental Benefit Plan (the “SERP”), subject to the following: (i) Executive’s retirement benefit shall be equal to the excess of (A) the retirement benefit amount to which he would be entitled assuming he participated in the “Coal Company Plan” component of the Massey Energy Retirement Plan (the “MERP”), but determined without regard to the limits set forth in section 401(a)(17) and 415, if applicable, of the Code (as defined in Section 25), over (B) the actuarial value (as determined pursuant to the SERP) of his actual MERP benefit; (ii) his SERP benefit shall not become vested unless he remains an employee of the Company or one of its affiliates until May 24, 2014; and (iii) any election by Executive to receive his SERP benefit payment at the later of his “Normal Retirement Date” (as defined in the SERP) or his “Separation from Service” (as defined in the SERP) shall be subject to applicable requirements under Section 409A of the Code and shall not be effective if Executive vests in his SERP benefit earlier than

12 months after he is designated as a participant in the SERP or after makes his election, whichever occurs last.

5. Expenses. Subject to prevailing Company policy or such guidelines as may be established by the Board, the Company will reimburse Executive for all reasonable expenses incurred by Executive in carrying out his duties no later than the last day of the year following the year in which the Executive incurs the reimbursable expense.

6. Termination of Employment.

(a) Employment Rights. Executive and the Company acknowledge that, except as may otherwise be provided under this Agreement or any other written agreement between Executive and the Company or a Subsidiary or as set forth in Section 6(b), the employment of Executive by the Company is “at will” and may be terminated by the Company without further compensation.  Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive to have Executive remain in the employment of the Company or any Subsidiary.

(b) Termination in a Covered Termination. Executive shall be entitled to the payments provided in Section 6(c) on account of a Covered Termination.  A “Covered Termination” is the severance of Executive’s employment that occurs during the Term and prior to the occurrence of a Change in Control, under circumstances where Executive is not entitled to any compensation, payment or benefit under the Change in Control Agreement and due to either (i) a termination by the Company other than for Cause (as defined in Section 25) and other than due to Executive’s death or Disability (as defined in Section 25) or (ii) a termination by Executive for Good Reason (as defined in Section 25).

(c) Payments and Benefits Upon a Covered Termination. Subject to the provisions of Sections 7, 8 and 9 hereof, in the event a Covered Termination described in Section 6(b) occurs, the Company shall pay or provide to Executive on or beginning, as applicable, the first business day that occurs following sixty (60) days after his Termination Date (as defined in Section 25):

(i) a lump sum cash payment equal to Executive’s Base Salary in effect on his Termination Date from the day following the Termination Date to the end of the Term, but in no event shall the aggregate amount of such payments exceed 2.5 times Executive’s Base Salary as of the Termination Date;

(ii) a lump sum cash payment equal to Executive’s Retention Cash Awards (as defined in Section 25) that are unpaid as of the Termination Date;

(iii) a lump sum cash payment equal to the sum of (A) any earned annual cash bonus award for fiscal year 2009, 2010 or 2011 that is unpaid prior to Executive’s Termination Date (determined without regard to any requirement that Executive remain employed until the regular payment date therefor) and (B) the following applicable amount(s) for each of fiscal years 2009, 2010, 2011 and 2012 that has not ended prior to Executive’s Termination Date:  (I) for 2009, the target annual cash bonus award, (II) for 2010, $200,000, (III) for 2011, $200,000, and (IV) for 2012, $200,000;

(iv) a lump sum cash payment equal to the sum of (A) any earned long-term cash incentive bonus award for a long-term performance period that contains, as a last year of measurement, fiscal year 2009, 2010 or 2011 and that has ended prior to Executive’s Termination Date that is unpaid as of the Termination Date (determined without regard to any requirement that Executive remain employed until the regular payment date therefor) and (B) the following applicable amount(s):

(I) any and all target long-term cash incentive bonus awards for each of the long-term performance periods that contain, as the first year of measurement, fiscal year 2009 or any earlier year and that contain, as the last year of measurement 2009, 2010 or 2011 that has not ended prior to Executive’s Termination Date, and

(II) if Executive’s Termination Date occurs in 2012, $75,000;

(v) all outstanding equity-based awards granted to Executive prior to or during the Term of this Agreement but prior to the Termination Date, including but not limited to stock options, restricted stock and restricted units, that otherwise would vest during the Term of this Agreement, shall automatically be immediately vested on Executive’s Termination Date; and

(vi) from the day following the Termination Date to the end of the Term (the “Medical Coverage Period”), Executive shall continue to receive on a monthly basis the medical coverage in effect on his Termination Date (or generally comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(A) If Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (COBRA), health care continuation coverage period under section 4980B of the Code (as defined in Section 25) shall commence immediately after the Medical Coverage Period, with such continuation coverage continuing until the end of applicable COBRA health care continuation coverage period.

(B) If Executive would have been eligible for post-retirement medical coverage had he retired from employment during the Medical Coverage Period, but is not so eligible as the result of his Covered Termination, then at the conclusion of the benefit continuation period described in (A) above, the Company shall take all commercially reasonable efforts to provide Executive on a monthly basis with additional continued group medical coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement medical program, for as long

 as such coverage would have been available under such program, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

Notwithstanding anything to the contrary herein, in no event shall this Agreement entitle Executive to receive more than one payment for any award granted to Executive; if any award is earned or otherwise payable (other than as provided in this Agreement) but unpaid, any payment with respect to such award pursuant to this Agreement will be considered a full satisfaction of Executive’s rights with respect to such award; and if Executive has elected to defer the payment of one or more, or any portion, of any payment otherwise due to be made without regard to this Agreement into a nonqualified deferred compensation plan maintained by the Company or any of its Subsidiaries, then in lieu of payment directly to Executive, such payment, or the applicable portion thereof, elected to be deferred shall be paid or credited instead under such nonqualified deferred compensation plan if and to the extent that payment pursuant to this Agreement would be considered an impermissible acceleration or change in the time or form of payment thereof in violation of the requirements of Section 409A of the Code (as defined in Section 25).

Notwithstanding the foregoing or any other provision of this Agreement or any Change in Control Agreement, the Company and Executive explicitly agree that Executive will not be entitled to payments and benefits under this Agreement and under any Change in Control Agreement with respect to the same set of circumstances and in the event Executive becomes entitled to payments or benefits pursuant to this Agreement and at the same time is entitled to payments and benefits under any Change in Control Agreement with respect to the same set of circumstances, Executive shall only be entitled to those payments and benefits under, and only be subject to the other applicable provisions of, this Agreement or the Change in Control Agreement (to the total exclusion of the payment and benefit rights and terms and conditions of the other agreement) based solely on which agreement provides in the aggregate, on an after-tax basis, the greatest value to Executive when each agreement’s payments and benefits are reasonably valued.  Such valuation shall be determined in the sole and absolute discretion of the Company.

(d) Cessation of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled only to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have incurred a Covered Termination under this Agreement and shall not receive payments and benefits pursuant to this Section 6. If Executive’s employment terminates on account of Cause or because of his death, Executive shall not be considered to have incurred a Covered Termination under this Agreement and shall not receive payments and benefits pursuant to this Section 6.

(e) Beneficiaries. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. If Executive dies without having designated a beneficiary, or if the beneficiary so designated has predeceased Executive or cannot be located by the Company within one year after the date when the Company commenced making a reasonable effort to locate such beneficiary, then Executive's surviving spouse, or if none, then Executive's estate shall be deemed to be his beneficiary.

7. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code (as defined in Section 25) shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with a permissible payment event contained in Section 409A occurs (e.g., death, disability, separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.  Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder).  For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.  If Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”).  In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.  In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.  For purposes of this Agreement, severance of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of  the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or, if lesser, the period of Executive’s service).

8. Release. Notwithstanding the foregoing, no payments shall be made or benefits provided under Section 6(c) unless Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Appendix A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any claim or entitlement under an employee benefit, long term cash or equity compensation plan, program, arrangement or agreement which is due pursuant to the terms of such plan, program, arrangement or agreement) or a termination thereof. Such Release, with the period for revoking the same having already expired, must be provided to the Company on or after, but no later than sixty (60) days following, Executive’s Termination Date.

9. Covenants Not to Compete and Not to Solicit; Breach of Agreement Obligations by Executive.

(a) Covenant Not to Compete. In the event Executive is entitled to receive payments and benefits under Section 6(c) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership, whether direct or beneficial, of no more than 5% of the outstanding securities entitled to vote generally in the election of directors of a publicly traded corporation shall not constitute a violation of this provision.

(b) Covenant Not to Solicit. In the event Executive is entitled to receive payments and benefits under Section 6(c) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee, any supplier or any customer, of the Company or any Subsidiary to terminate his employment or relationship with the Company or any Subsidiary; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee, supplier or customer of the Company or any Subsidiary. The foregoing shall not prohibit Executive or any entity with which Executive may be affiliated from hiring a former employee of the Company or any Subsidiary; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

(c) Interpretation. The covenants contained herein are intended to be construed as a series of separate covenants, one for each of the counties, parishes, towns, cities or states or similar local governmental or political subdivisions of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. 

(d) Remedies for Breach.  In the event of Executive’s termination of employment, the Company’s obligations to provide the payments and benefits set forth in Section 6(c) shall be and are expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event Executive breaches his obligations to the Company as provided

herein, the Company’s obligations to provide the payments and benefits set forth in Section 6(c) shall cease, and Executive shall be obligated to return to the Company any payments and the value of any benefits previously received by him pursuant to Section 6(c). In addition, it is recognized that damages in the event of breach of this Section 9 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach.  The existence of the express rights to cease or recover payment and the value of benefits otherwise provided for in Section 6(c) and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) Definitions. For proposes of this Section 9, the following terms have the following meanings:

(i) “Restricted Business” means any business function with a direct competitor of the Company or any Subsidiary that is substantially similar to the business function performed by Executive with the Company or any Subsidiary immediately prior to his Termination Date.

(ii) “Restricted Territory” means the counties, parishes, towns, cities, or states or similar governmental or political subdivisions of any country in which the Company or any Subsidiary operates or does business, inclusive of markets in which the Company competes with the Restricted Business to sell its products.

(f) Reasonableness. In the event that the provisions of this Section 9 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

10. Enforcement. Without limiting the rights of Executive at law or in equity, if the Company fails to make any payment required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues consistent with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change.

11. Duties upon Termination; Mitigation Obligation. Upon termination of employment for any reason, Executive or his estate shall surrender to the Company all correspondence, letters, files, contracts, mailing lists, customer lists, advertising materials, ledgers, supplies, equipment, checks, and all other materials and records of any kind that are the property of the Company or any of its subsidiaries or affiliates, that may be in Executive’s possession or under his control, including all copies of any of the foregoing.The Company hereby acknowledges that it will be difficult and may be impossible for Executive to find reasonably comparable employment following the Termination Date. Accordingly, the payment and provision of the severance compensation by the Company to Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to be reasonable, and Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income,

earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive hereunder or otherwise.

12. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys' fees and expenses associated with such litigation or arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof.  Notwithstanding the foregoing, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the payments provided or intended to be provided to Executive under Section 6(c) of this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys' fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counselto advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as soon as administratively feasible after they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails.

13. Confidentiality. Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 13) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary. The foregoing obligations imposed by this Section 13 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). In addition, if not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or

as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

14. Employment Rights. Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company or a Subsidiary, the employment of Executive by the Company is “at will.”  Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive to have Executive remain in the employment of the Company or any Subsidiary.

15. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling.

16. Successors and Binding Agreement.

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.

(b) This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. This Agreement will supersede the provisions of any employment agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, and such provisions in such employment agreement will be null and void. Except as provided in Section 6(c) or 7 hereof, the foregoing sentence shall have no impact on any outstanding agreement made with Executive under the Company’s long-term incentive program, including, stock option, restricted stock, restricted unit, other equity- or cash-based incentive awards or other equity- or cash-based agreements at any time in effect.  

(c) This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and (b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

17. Notices. For all purposes of this Agreement, all communications, including without limitation, notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed electronically), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three (3) business days after having been sent by a nationally recognized courier service for overnight/next-day delivery, such as FedEx, UPS, or the United States Postal Service, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18. Governing Law; Dispute Resolution. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. Subject to Section 12 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

19. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

20. Amendment; Modification. This Agreement may only be amended by written agreement of the parties hereto. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

21. Acknowledgement. Executive acknowledges that he has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to him and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled and that Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement.

22. Miscellaneous. References to Sections are to references to Sections of this Agreement. Any reference in this Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto. Whenever used herein, the masculine includes the feminine.

23. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 6, 7, 8, 9, 10, 11, 12, 13, 16 and 18 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement.

25. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Board” means the Board of Directors of the Company. If Executive is also a member of the Board, then in the case of any provision hereof that requires action by, or a determination of, the Board in connection with this Agreement, it is understood that such provision refers to the members of the Board other than Executive. Unless otherwise provided by the Board and except in determining Cause, the Compensation Committee of the Board shall have full authority to act on behalf of the Board in connection with any duty or action expressly assigned under, or implicitly to be acted on in connection with, this Agreement to or by the Board.

(b) “Cause” shall occur hereunder only upon:

(i) the willful and continued failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to him by the Board which specifically identifies the manner in which the Board believes that he has not substantially performed his duties,

(ii) Executive’s willful breach of fiduciary duty, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), willful violation of a final cease and desist order or willful engaging in other gross misconduct which is materially and demonstrably injurious to the Company or any Subsidiary, or

(iii) Executive’s conviction of, or pleading guilty or nolo contendere to, the commission of a felony involving fraud, embezzlement, theft or moral turpitude.

For purposes of this Section 25(b), no act, or failure to act, on Executive’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose, among others (after at least twenty (20) days prior notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), of finding that (x) in the good faith opinion of the Board Executive failed to perform his duties or engaged in misconduct as set forth above in clause (i) or (ii) of this paragraph, and, if applicable, that Executive did not correct such failure or cease such misconduct after being requested to do so by the Board, or (y) as set forth in clause (iii) of this paragraph, Executive has been convicted of or has entered a

plea of nolo contendere to the commission of a felony. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being considered termination for Cause.

(c) “Change in Control” means the occurrence of any of the following events:

(i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty (30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or

(ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Disability” means Executive becomes permanently disabled within the meaning of, and begins actually to receive long-term disability benefits pursuant to, the long-term disability plan of the Company or any Subsidiary in effect for, or applicable to, Executive, or if none, then Executive is determined by the Social Security Administration to be totally and permanently disabled for purposes of entitlement to Social Security disability benefits.

(f) “Good Reason” means one of the following events:

(i) the assignment to Executive of any duties inconsistent in any respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities in effect immediately on the Effective Date, or any other action by the Company or any Subsidiary which results in a diminution in such position, authority, duties or responsibilities, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or Subsidiary promptly after receipt of notice thereof given by Executive;

(ii) any failure by the Company or any Subsidiary to continue Executive’s employment upon the terms and conditions as existed on the Effective Date (as the same may be increased from time to time during the Term) other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or Subsidiary promptly after receipt of notice thereof given by Executive, including but not limited to compensation level and annual and long-term cash and equity incentive opportunity, but excluding any term or condition covered in clause (i) above; or

(iii) a material reduction in the level of Employee Benefits provided to Executive on the Effective Date.

For purposes hereof, “Employee Benefits” means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which Executive is entitled to participate, including, without limitation, any stock option, stock appreciation, stock purchase, restricted stock, restricted unit, performance stock, performance unit, shadow stock or similar equity incentive plan, program, arrangement, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company or a Subsidiary), disability, salary continuation, expense reimbursement and other employee benefit policies that may exist as of the Effective Date or any successor policies, plans or arrangements that provide substantially similar perquisites or benefits.

Without limiting the generality or effect of the foregoing, Executive shall have no right to terminate employment for Good Reason in connection with an event described above unless (x) Executive provides written notice to the Company within thirty (30) days of the occurrence of such event that identifies such event with particularity, and (y) the Company fails to correct such event within ten (10) business days after receipt of such notice from Executive.

In no event shall the termination of Executive’s employment with the Company on account of Executive’s death or Disability or because Executive engaged in conduct constituting Cause be deemed to be a termination for Good Reason.

(g) “Retention Cash Awards" means the retention cash awards of $150,000 payable to Executive on January 1, 2010 for service from the Effective Date through January 1, 2010, January 1, 2011 for service from January 1, 2010 through January 1, 2011, and January 1, 2012 for service from January 1, 2011 through January 1, 2012so long as Executive has been continuously employed by the Company for the applicable stated service period and on each such payment date, respectively.

(h) “Subsidiary” means any Company affiliate, whether or not incorporated, at least 50% of the outstanding capital stock or other ownership interests of which is owned, directly or indirectly, by the Company.

(i) “Termination Date” means the last day of Executive’s employment with the Company and all Subsidiaries.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of May 28, 2009.

MASSEY ENERGY COMPANY
By:	/s/ Baxter F. Phillips, Jr.
Name:	Baxter F. Phillips, Jr.
Title:	President
/s/ Michael Snelling
Michael Snelling

Appendix A

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this day of , , by and between Massey Energy Company, a Delaware corporation (the “Company”), and _______________________ (the “Executive”).

WHEREAS, Executive formerly was employed by the Company as ; and

WHEREAS, Executive and Company entered into an Employment Agreement, effective as of May 25, 2009 (the “Employment Agreement”) which provides for certain payments in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement; and

WHEREAS, an express condition of Executive’s entitlement to the payments under the Employment Agreement is the execution of a general release in the form set forth below; and

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective , (“Termination Date”).

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

1. (a) Executive, for and in consideration of the commitments of the Company as set forth in paragraph 6 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries and parents, and its officers, directors, employees, and agents, and its and their respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s employment to the date of this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11 below, Executive represents and affirms that (i) [other than ,] Executive has not filed or

caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) [other than ,] Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities. Executive agrees to dismiss with prejudice all claims for relief filed before the date hereof.

(c) Notwithstanding any other provision herein, the foregoing release does not apply to any claim or entitlement under an employee benefit or long term cash or equity incentive compensation plan, program, arrangement or agreement which is due pursuant to the terms of such plan, program, arrangement or agreement.

2. The Company, for and in consideration of the commitments of Executive as set forth in this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Executive from all claims, demands or causes of action arising out of facts or occurrences prior to the date of this Agreement, but only to the extent the Company knows or reasonably should know of such facts or occurrence and only to the extent such claim, demand or cause of action relates to a violation of applicable law or the performance of Executive’s duties with the Company; provided, however, that this release of claims shall not in any case be effective with respect to any claim by the Company alleging a breach of Executive’s obligations under this Agreement. [Note: The Company and Executive may, but shall not be required to mutually agree on a case-by-case basis at the time of the signing of this release to include the foregoing provision, or a substantially similar provision, to this Agreement.]

3. In consideration of the Company’s agreements as set forth in paragraph 6 herein, Executive agrees to comply with the limitations described in Sections 9 and 13 of the Employment Agreement.

4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company and its affiliated entities, that Executive shall not seek employment with the Company or any affiliated entity at any time within two (2) years after his Termination Date, and that neither the Company nor any affiliated entity has any obligation to employ him in the future.

5. Executive further agrees that Executive will not disparage or subvert the Company, or make any statement reflecting negatively on the Company, its affiliated entities, or any of their officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company, Executive’s employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement.

6. In consideration for Executive’s agreements as set forth herein, the Company agrees to pay or provide to or for Executive the payments described in Section 6(c) of the Employment Agreement, the provisions of which are incorporated herein by reference. Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive at any time in the future with any payments, benefits or considerations other than those recited in this paragraph, those excluded from release in Section 1(c) of this Agreement or those

 required by law, other than under the terms of any benefit plans which provide benefits or payments to former employees according to their terms.

7. Executive understands and agrees that the payments and agreements provided in this Agreement are being provided to him in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company, Executive would not have been entitled to the payments set forth in Section 6(c) of the Employment Agreement.

8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to him under any employment agreement or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all other prior agreements or understandings, whether written or oral, between the parties which are inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to him in connection with the termination of Executive’s employment agreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement or the Employment Agreement.

9. If not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement or the Employment Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

10. Executive represents that Executive does not presently have in Executive’s possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries or affiliates or obtained as a result of Executive’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company and/or its predecessors, subsidiaries or affiliates. Executive acknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return in good condition any and all Company owned equipment or property, including, but not limited to, automobiles, personal data assistants, facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers, unless mutually agreed upon in writing. As of the Termination Date, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers.

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement

agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

12. The parties agree and acknowledge that the agreement by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.

13. Executive agrees and recognizes that should Executive breach any of the obligations or covenants set forth in this Agreement, the Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorneys’ fees and costs.

14. Executive further agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violations of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

15. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.

16. Executive certifies and acknowledges as follows:

(a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that, other than as excepted in paragraph 1 hereof, Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each and every one of its affiliated entities from any legal action arising out of Executive’s employment relationship with the Company and the termination of that employment relationship; and

(b) That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to him and which Executive acknowledges is in addition to any other payments or benefits to which Executive is otherwise entitled; and

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement; and

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed; and

(e) That the Company has provided him with a period of twenty-one (21) days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to him; and

(f) Executive acknowledges that this Agreement may be revoked by him within seven (7) days after execution, and it shall not become effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this day of , .

______________________________________________________________		Witness:	_____________________________________________________________
Executive
MASSEY ENERGY COMPANY
By:	_________________________________________________	Witness:	_____________________________________________________________
Name:
Title: