8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 16, 2009 (November 9, 2009)

MASSEY ENERGY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State of Incorporation) 001-07775 (Commission File Number) 95-0740960 (I.R.S. Employer Identification No.)

4 North 4th Street, Richmond, Virginia      23219

(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code: (804) 788-1800

N/A

(Former name, former address and former fiscal year, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Non-Employee Director Compensation Summary

On November 8, 2009, pursuant to its Committee Charter, the Compensation Committee of the Board of Directors of Massey Energy Company (the “Company”) conducted its annual review of the Company’s Non-Employee Director Compensation Summary that summarizes the compensation payable to the non-employee directors and recommended to the Governance and Nominating Committee a change to the compensation payable to non-employee directors set forth in the Non-Employee Director Compensation Summary.

On November 9, 2009, upon the recommendation of the Governance and Nominating Committee, the Board of Directors approved a change to the Non-Employee Director Compensation Summary applicable to non-employee directors after November 9, 2009. Non-employee directors will receive an increase in the value of their annual of restricted stock and/or stock options, as elected in the sole discretion of the director, from $80,000 to $90,000. The Massey Energy Company Non-Employee Director Compensation Summary, as amended and restated, is effective as of November 9, 2009 and is attached hereto as Exhibit 10.1 and is hereby incorporated into this Item 1.01.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Salary Changes of Named Executive Officers

In conjunction with its review of the 2010 LTI Program (discussed below), the Compensation Committee conducted its annual salary review of the executive officers who were named in the Company’s 2009 Proxy Statement (the “Named Executive Officers”), other than Mr. Blankenship whose annual salary is set forth in a letter agreement dated November 13, 2007 between the Company and Mr. Blankenship and other than Mr. Phillips whose salary is set forth in an Employment and Change in Control Agreement between the Company and Mr. Phillips dated November 10, 2008, and other key employees. On November 9, 2009, the Board of Directors approved the recommendations of the Compensation Committee. The only Named Executive Officer whose salary was changed was John C. Adkins, the Company’s Senior Vice President and Chief Operating Officer, whose compensation will become $450,000 effective January 1, 2010.

2010 Long Term Incentive Award Program

On November 8, 2009, the Compensation Committee of the Company’s Board of Directors approved, and on November 9, 2009, the Board of Directors ratified, the terms and conditions of the Company’s 2010 Long Term Incentive Award Program (the “2010 LTI Program”) and the participants included in such program. The 2010 LTI Program grants varying amounts of stock options, restricted stock, restricted units and cash incentive awards to the Named Executive Officers and other key employees of the Company. Stock options, restricted stock, restricted units and cash incentive awards are granted under the Company’s 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “2006 Plan”).

Pursuant to the terms of the 2010 LTI Program, one-third of the grant of stock options shall vest and become exercisable annually on each November 9 beginning in 2010. Any unvested amounts shall vest and become immediately exercisable upon (i) termination by reason of retirement, death or permanent and total disability, as determined in accordance with the Company’s applicable personnel policies or (ii) if any participant’s employment is terminated by the Company or an affiliate of the Company without Cause (as defined in the form of stock option agreement) within two years following a Change in Control of the Company (as defined in the 2006 Plan). A form of stock option agreement for the Named Executive Officers is attached hereto as Exhibit 10.2 and is hereby incorporated into this Item 5.02.

One-third of the grants of restricted stock shall vest and become free of restrictions annually on each November 9 beginning in 2010. One-third of the grants of restricted units shall vest and become payable in cash annually on each November 9 beginning in 2010. Any unvested amounts of restricted stock and restricted units shall vest and become immediately transferable upon (i) termination by reason of death or permanent and total disability, as determined in accordance with the Company’s applicable personnel policies or (ii) if any participant’s employment is terminated by the Company or an affiliate of the Company without Cause (as defined in the form of restricted stock agreement) within two years following a Change in Control of the Company (as defined in the 2006 Plan). A form of restricted stock agreement and a form of restricted unit agreement for the Named Executive Officers are attached hereto as Exhibits 10.3 and 10.4, respectively, and are hereby incorporated into this Item 5.02.

The grants of cash incentive awards shall be paid on or about March 31, 2013 if certain performance targets are met for fiscal years 2010, 2011 and 2012 (the “Earnout Period”), based on earnings before taxes (EBT) or earnings before interest, taxes, depreciation and amortization (EBITDA), depending upon the category in which an executive officer is placed. The cash incentive awards for all of the Named Executive Officers, except for Mr. Phillips, as well as for certain other executive officers are based upon EBT and the cash incentive awards for all other recipients are based upon EBITDA. In lieu of being granted a cash incentive award if certain performance targets are met, Mr. Phillips was awarded the value of his cash incentive award target in restricted stock and restricted units. A form of cash incentive award agreement based on EBT and a form of cash incentive award agreement based on EBITDA are attached hereto as Exhibits 10.5 and 10.6, respectively, and are hereby incorporated into this Item 5.02. The target amounts shall be payable if the participant’s employment is terminated without Cause (as defined in the cash incentive award agreements) on or after November 9, 2009 through the Earnout Period by the Company or an affiliate of the Company within two years after a Change in Control of the Company (as defined in the 2006 Plan) that occurs on or after November 9, 2009 through the Earnout Period. If a participant’s employment is terminated during the Earnout Period as a result of death or permanent and total disability, then the participant will be entitled to a pro rata portion of the incentive cash award which ultimately becomes payable based upon the period of the participant’s employment during the Earnout Period. The Compensation Committee will determine whether the financial targets have been achieved for such period.

2010 Bonus Program

On November 8, 2009, the Compensation Committee of the Company’s Board of Directors approved, and on November 9, 2009 the Board of Directors ratified, the terms of the 2010 Bonus Program (the “2010 Bonus Program”). The 2010 Bonus Program provides a cash target award to key employees of the Company and the Named Executive Officers, with the exception of Mr. Blankenship and Mr. Phillips whose annual bonuses are set forth in their employment agreements.

The cash target awards are based on Company performance, individual performance, and for selected participants, performance goals specifically tailored to a participant’s job function and oversight responsibilities. For participants without specifically tailored performance goals, 75% of the cash target award is based on the achievement of certain levels of earnings before interest and taxes (“EBIT”) for fiscal year 2010 and 25% of the cash target award is based on the discretion of the Compensation Committee. For participants with specific performance goals, 50% of the cash target award is tied to specific performance criteria set by the Compensation Committee, 25% is tied to the achievement of certain levels of EBIT set by the Compensation Committee, and 25% is based on the discretion of the Compensation Committee. Depending on whether the Company performance targets and, for those with specifically tailored performance goals, specific performance criteria targets, are met, or to what degree the targets are exceeded, and depending on whether the Compensation Committee makes a discretionary award to a participant, a participant may not receive a cash award at all or may receive up to a maximum of two times his or her cash target award.

The criteria selected for specific performance goals under the 2010 Bonus Program may include safety performance, earnings per share, net coal sales, tons acquired, tons shipped, reduction of cash costs per ton, reduction of produced labor cost per ton, productivity of continuous miners (in terms of feet per shift), productivity of longwalls (in terms of feet of retreat per longwall per day), surface mining productivity (in terms of produced tons released and tons per man hour), idled asset sales, financial liquidity, and medical costs containment. The criteria selected for specific performance goals under the 2010 Bonus Program shall be set before the end of 2009. The Compensation Committee shall set low, mid, and high targets for each of the foregoing criteria. Each of the Named Executive Officers shall be provided with specific performance goals once they have been set.

The cash bonus target awards approved for the Named Executive Officers for 2010, other than Mr. Blankenship, whose annual bonus is set forth in the Letter Agreement, are as follows:

Name	Target Bonus Award
Baxter F. Phillips, Jr.	$	455,000
J. Christopher Adkins	$	455,000
Michael K. Snelling	$	210,000
Eric B. Tolbert	$	60,000

Item 8.01. Other Events

Announcement of 2010 Annual Stockholders’ Meeting

The Company’s 2010 Annual Stockholders’ Meeting will be held on May 18, 2010, at 9:00 a.m. E.T. in Richmond, Virginia at the Jefferson Hotel.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Massey Energy Company Non-Employee Director Compensation Summary (as Amended and Restated Effective November 9, 2009)
10.2	Form of stock option agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.3	Form of restricted stock agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.4	Form of restricted unit agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.5	Form of cash incentive award agreement based on earnings before taxes under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.6	Form of cash incentive award agreement based on earnings before interest, taxes, deprecation and amortization under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MASSEY ENERGY COMPANY
Date: November 16, 2009	By:	/s/  Richard R. Grinnan
	Name:	Richard R. Grinnan
	Title:	Vice President and Corporate Secretary

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Massey Energy Company Non-Employee Director Compensation Summary (as Amended and Restated Effective November 9, 2009)
10.2	Form of stock option agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.3	Form of restricted stock agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.4	Form of restricted unit agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.5	Form of cash incentive award agreement based on earnings before taxes under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.6	Form of cash incentive award agreement based on earnings before interest, taxes, deprecation and amortization under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.

EX-10.1

EXHIBIT 10.1

MASSEY ENERGY COMPANY

NON-EMPLOYEE DIRECTORS – COMPENSATION SUMMARY

(Amended and Restated Effective November 9, 2009)

Annual Retainer $39,600 annual retainer, plus

$5,000 annual retainer, for Chairs of Board Committees ($15,000 for Chair of Audit Committee).

$30,000 annual retainer for the Lead Director.

Each annual retainer to be paid in four (4) equal installments payable as soon as administratively practicable following the end of the applicable calendar quarter.

Meeting Fees $2,000 for each Board meeting attended, plus

$2,000 for each Committee meeting attended

($3,000 for each Audit Committee meeting).

Meeting fees to be paid as soon as administratively practicable following the meeting attended for which the fees are due.

Deferred Compensation Annually directors may defer all or a portion of their retainer and meeting fees and elect to have such deferred amounts invested in: (1) an interest-bearing account or (2) phantom stock units based on Massey Energy common stock.

Payment of deferred retainer and meeting fees and related earnings to be paid consistent with the terms of the plan pursuant to which such amounts are deferred.

Initial Grant of

Restricted Stock $110,000 worth of restricted shares one-time grant.

The restricted shares may not be sold until they vest, but do receive dividends prior to vesting as paid to shareholders.  One third of the shares vest per year, assuming continued service, or all vest upon the earlier occurrence of any of the following while serving as a director: (i) the director retires with Compensation Committee or Board approval as to vesting, (ii) the applicable director dies or becomes permanently and totally disabled, or (iii) the director’s service is terminated within two years after a change of control occurs other than on account of a voluntary resignation.

Initial Grant of

Restricted Units $74,000 worth of restricted units one-time grant.  Portions of the units become earned and payable at the same time as each portion of the Initial Grant of Restricted Stock to which such units relate vests.

Annual Grant $90,000 worth of restricted shares and/or non-qualified stock options annual grant.  The proportion of each annual grant made in restricted shares and/or non-qualified stock options will be at the sole discretion of the director. A pro rata portion of the annual grant is given to a new director whose term begins during a fiscal year.  The restricted shares may not be sold until they vest, but do receive dividends prior to vesting as paid to shareholders. One third of the shares vest per year, assuming continued service, or all vest upon the earlier occurrence of any of the following while serving as a director: (i) the director retires with Compensation Committee or Board approval as to vesting, (ii) the director dies or becomes permanently and totally disabled, or (iii) the director’s service is terminated within two years after a change of control occurs other than on account of a voluntary resignation. One third of the non-qualified stock options vest per year, assuming continued service, or all vest upon the earlier occurrence of any of the following while serving as a director: (i) the director with Compensation Committee or retires with Compensation Committee or Board approval as to vesting, (ii) the director dies or becomes permanently and totally disabled, or (iii) the director’s service is terminated within two years after a change of control occurs other than on account of a voluntary resignation.  Non-qualified stock options which are vested at cessation of service on the Board remain exercisable for the remainder of the full original option term (normally ten years from date of grant).

Insurance $75,000 life insurance (may require medical examination).

$250,000 travel accident insurance while traveling for Massey Energy Company.

$75,000,000 Directors and Officers liability insurance.

Physicals An annual physical, at the election of the director.

Supplemental

Health Insurance Secondary supplemental health insurance, at the election of the director.

EX-10.2

EXHIBIT 10.2

MASSEY ENERGY COMPANY

Non-Qualified Stock Option Agreement

 [Number] Non-Qualified Stock Options

THIS AGREEMENT dated as of November 9, 2009, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and [________] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award of Non-Qualified Stock Options.  Pursuant to the Plan, the Company, on November 9, 2009 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [________] Non-Qualified Stock Options, hereinafter described as “Options” or “Option,” at the option price of $_____ per share, being not less than the Fair Market Value of such shares on the Grant Date, or on the next preceding trading date if no Company shares traded on the New York Stock Exchange on the Grant Date.  This Option is exercisable as hereinafter provided.

2.Nontransferability.  This Option may not be transferred except by will or by the laws of descent and distribution. During Participant’s lifetime, this Option may be exercised only by Participant.

3.Expiration Date.  This Option shall expire ten years from the Grant Date (the “Expiration Date”).

4.Exercisability.  Subject to Paragraph 7 and except as provided in Paragraph 8 below, Participant’s interest in the Options shall become exercisable (“Vested”) with respect to one-third of the Options on each of November 9, 2010, November 9, 2011, and November 9, 2012.  Once this Option, or any portions thereof, has become exercisable in accordance with the preceding sentence it shall continue to be exercisable until the termination of Participant’s rights hereunder pursuant to Paragraph 5, 6, 7, or 8 or until the Option has expired pursuant to Paragraph 3. A partial exercise of this Option shall not affect Participant’s right to exercise this Option with respect to the remaining shares, subject to the conditions of the Plan and this Agreement.

5.Death, Retirement or Disability.  If Participant dies, Retires, or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary and prior to the forfeiture of the Options under Paragraph 7, Participant shall thereupon become entitled to exercise such Options in full to the extent not vested or exercised as of the date of Participant’s death, Retirement or becoming Permanently and Totally Disabled, and all such Options shall be exercisable by Participant (or if Participant is deceased, his estate or other successor in interest following Participant’s death) during the remainder of the period preceding the Expiration Date or until the date that is three years after the date of Participant’s death, Retirement or Total and Permanent Disability, whichever is shorter.  For purposes of this Agreement, “Retire” or “Retirement” means retiring directly from active service under one of the Company’s qualified pension plans with a vested benefit on or after the attainment of age 55.

6.Exercise after Termination of Employment or Service.  If Participant ceases to be employed by or in the service of the Company and its Subsidiaries prior to the Expiration Date for reasons other than death, Retirement or Permanent and Total Disability, this Option shall be exercisable to the extent exercisable under Paragraph 4, during the remainder of the period preceding the Expiration Date or until the date that is three months after the date Participant ceases to be employed by or in the service of the Company and its Subsidiaries for reasons other than death, Retirement or Permanent and Total Disability, whichever is shorter.

7.Forfeiture.  Subject to the preceding Paragraph and Paragraph 8 below, all Options that are not then Vested shall be forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates for any reason other than on account of Participant’s death, Retirement, or Permanent and Total Disability.

8.Change in Control.  Notwithstanding any other provision of this Agreement, Participant's right to exercise the Options shall be Vested if Participant's employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control.  For purposes of this Agreement, Cause shall occur upon:

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

        (ii)    Participant’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 willfully engaging in any other gross misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's action or omission was in the best interest of the Company and its Affiliates.  The fact that Participant 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 an Affiliate shall not prevent Participant’s termination from being considered for Cause.

9.Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

By hand-delivery: By mail:

Massey Energy Company Massey Energy Company

Attention: Corporate Secretary Attention: Corporate Secretary

4 North Fourth Street P.O. Box 26765

Richmond, Virginia 23219 Richmond, Virginia 23261

If to Participant:

[Name]

[Address]

[Address]

10.Confidentiality.  Participant agrees that this Agreement and the receipt of Options subject to this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Options to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in the Options.  If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

11.Fractional Shares.  Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle Participant to a fractional share such fraction shall be disregarded.

12.No Right to Continued Employment or Service.  This Agreement does not confer upon Participant any right to continue in the employ or service of the Company or a Subsidiary, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate such employment or service at any time.

13.Change due to Capital Adjustments.  The terms of this Award shall be adjusted as the Committee determines and as provided in the Plan for events which, in the judgment of the Committee, necessitates such action.

14.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

15.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern.  All references herein to the Plan shall mean the Plan as in effect on the date hereof or as duly amended.

16.Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof which are incorporated by reference into this Agreement.

17.Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

18.Taxes.  Participant shall make arrangements acceptable to the Company for the satisfaction of income and employment tax withholding requirements attributable to the exercise of any Option.

19.Employment and Service.  In determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

                     MASSEY ENERGY COMPANY

                      By: __________________________

                      Name: Baxter F. Phillips, Jr.

                      Its: President

                     _____________________________

                     [Participant]

EX-10.3

EXHIBIT 10.3

MASSEY ENERGY COMPANY

Restricted Stock Award Agreement

[Number] Restricted Shares

THIS AGREEMENT dated as of November 9, 2009, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and [________] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award of Restricted Stock.  Pursuant to the Plan, the Company, on November 9, 2009 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [________] shares of Stock which are designated as Restricted Stock.

2.Restrictions.  Except as provided in this Agreement, the shares of Restricted Stock are nontransferable and are subject to a substantial risk of forfeiture during the Period of Restriction.  The Period of Restriction starts on the Grant Date and ends when the shares of Restricted Stock vest or are forfeited. During the Period of Restriction, the shares of Restricted Stock shall be subject to and bear the following legend if certificated prior to vesting:

“The sale or other transfer of the shares of Massey Energy Company stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Massey Energy Company 2006 Stock and Incentive Compensation Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in an associated Restricted Stock Agreement. A copy of the Plan, such rules and procedures, and the applicable Restricted Stock Agreement may be obtained from the Secretary of Massey Energy Company.”

3.Stock Power.  With respect to shares of Restricted Stock forfeited under Paragraph 6, Participant does hereby irrevocably constitute and appoint the Secretary and the Assistant Secretary as his or her attorney to transfer the forfeited shares on the books of the Company with full power of substitution in the premises. The Secretary and/or the Assistant Secretary shall use the authority granted in this Paragraph 3 to cancel any shares of Restricted Stock that are forfeited under Paragraph 6.

4.Vesting.  Subject to Paragraph 6 and except as provided in Paragraph 7 below, Participant’s interest in the shares of Restricted Stock shall become transferable and nonforfeitable (“Vested”) with respect to one-third of the shares of Restricted Stock on each of November 9, 2010, November 9, 2011, and November 9, 2012.

5.Death or Disability.  If Participant dies or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Code (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary and prior to the forfeiture of the shares of Restricted Stock under Paragraph 6, Participant’s right to receive the Restricted Stock shall be fully “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse).

6.Forfeiture.  Subject to Paragraph 7 below, all shares of Restricted Stock that are not then Vested shall be forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled.

7.Change in Control.  Notwithstanding any other provision of this Agreement, Participant's right to receive the Restricted Stock shall be Vested if Participant's employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control.  For purposes of this Agreement, Cause shall occur upon:

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

        (ii)    Participant’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 willfully engaging in any other gross misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's action or omission was in the best interest of the Company and its Affiliates.  The fact that Participant 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 an Affiliate shall not prevent Participant’s termination from being considered for Cause.

8.Voting Rights.  During the Period of Restriction, Participant shall be entitled to exercise voting rights with respect to the shares of Restricted Stock.

9.Dividends and Other Distributions.  During the Period of Restriction, Participant shall be entitled to receive all dividends and other distributions paid in cash or property other than Stock with respect to the shares of Restricted Stock at the same time as any holder of shares of Stock generally would receive such dividends and other distributions. If any dividends or distributions are paid in Stock, such Stock shall be subject to the same restrictions on transferability and the same rules for vesting, forfeiture and custody as the shares of Restricted Stock with respect to which they are distributed. No fractional shares of Restricted Stock shall accrue under this Paragraph, and if Participant would otherwise be entitled to a fractional share under this Paragraph, such fractional share shall be disregarded and forfeited.

10.Issuance and Custody of Certificates.  The Restricted Stock shall be issued in book entry form but may, on direction of the Committee, be issued in electronic form or in certificated form. Custody of stock certificates evidencing the shares of Restricted Stock shall be retained by the Company. The Company shall cause shares of Restricted Stock which are Vested to be issued in book entry or electronic form or in certificated form in the name of Participant without the restrictions referred to in Paragraph 2 above and shall deliver to Participant stock certificates evidencing such shares, or to Participant’s trading account in electronic form if so requested.

11.Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

By hand-delivery: By mail:

Massey Energy Company Massey Energy Company

Attention: Corporate Secretary Attention: Corporate Secretary

4 North Fourth Street P.O. Box 26765

Richmond, Virginia 23219 Richmond, Virginia 23261

If to Participant:

[Name]

[Address]

[Address]

12.Confidentiality.  Participant agrees that this Agreement and the receipt of Restricted Stock subject to this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Restricted Stock to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in shares of Restricted Stock. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

13.Fractional Shares.  A fractional share shall not Vest hereunder, and when any provision hereof may cause a fractional share to Vest, any Vesting in such fractional share shall be postponed until such fractional share and other fractional shares equal a Vested whole share.

14.No Right to Continued Employment or Service.  This Agreement does not confer upon Participant any right to continue in the employ or service of the Company or a Subsidiary, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate such employment or service at any time.

15.Change due to Capital Adjustments.  The terms of this Award shall be adjusted as the Committee determines and as provided in the Plan for events which, in the judgment of the Committee, necessitates such action.

16.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

17.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof or as duly amended.

18.Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof which are incorporated by reference into this Agreement.

19.Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

20.Taxes.  Participant shall make arrangements acceptable to the Company for the satisfaction of income and employment tax withholding requirements attributable to the Vesting of this Award.

21.Employment and Service.  In determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

                     MASSEY ENERGY COMPANY

                      By: __________________________

                      Name: Baxter F. Phillips, Jr.

                      Its: President

                     _____________________________

                     [Participant]

EX-10.4

EXHIBIT 10.4

MASSEY ENERGY COMPANY

Restricted Unit Agreement

[Number] Restricted Units

THIS AGREEMENT dated as of November 9, 2009, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and [________] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award of Restricted Units.  Pursuant to the Plan, the Company, on November 9, 2009 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [________] Restricted Units. The Restricted Units shall become earned and payable only in cash on the date Restricted Units become Vested (as defined below).  Payment of the value of the Restricted Units which become Vested (as defined below) shall be made on the date the Restricted Units become Vested.

2.Restrictions.  Except as provided in this Agreement, the Restricted Units are nontransferable and are subject to a substantial risk of forfeiture during the Period of Restriction.  The Period of Restriction starts on the Grant Date and ends when the Restricted Units vest or are forfeited.

3.Vesting.  Subject to Paragraph 5 and except as provided in Paragraph 6 below, Participant’s interest in the Restricted Units shall become transferable and nonforfeitable (“Vested”) with respect to one-third of the Restricted Units on each of November 9, 2010, November 9, 2011, and November 9, 2012.

4.Death or Disability.  If Participant dies or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Code (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary and prior to the forfeiture of the Restricted Units under Paragraph 5, Participant’s right to receive the Restricted Units shall be fully “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse).

5.Forfeiture.  Subject to Paragraph 6 below, all Restricted Units that are not then Vested shall be forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled.

6.Change in Control.  Notwithstanding any other provision of this Agreement, Participant's right to receive the Restricted Units shall be Vested if Participant's employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control.  For purposes of this Agreement, Cause shall occur upon:

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

        (ii)    Participant’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 willfully engaging in any other gross misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's action or omission was in the best interest of the Company and its Affiliates.  The fact that Participant 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 an Affiliate shall not prevent Participant’s termination from being considered for Cause.

7.Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

By hand-delivery: By mail:

Massey Energy Company Massey Energy Company

Attention: Corporate Secretary Attention: Corporate Secretary

4 North Fourth Street P.O. Box 26765

Richmond, Virginia 23219 Richmond, Virginia 23261

If to Participant:

[Name]

[Address]

[Address]

8.Confidentiality.  Participant agrees that this Agreement and the receipt of this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Restricted Units to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in the Restricted Units. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

9.No Right to Continued Employment or Service.  This Agreement does not confer upon Participant any right to continue in the employ or service of the Company or a Subsidiary, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate such employment or service at any time.

10.Change due to Capital Adjustments.  The terms of this Award shall be adjusted as the Committee determines and as provided in the Plan for events which, in the judgment of the Committee, necessitates such action.

11.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

12.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern.  All references herein to the Plan shall mean the Plan as in effect on the date hereof or as duly amended.

13.Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof which are incorporated by reference into this Agreement.

14.Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

15.Taxes.  Participant shall make arrangements acceptable to the Company for the satisfaction of income and employment tax withholding requirements attributable to the Vesting or payment of this Award.

16.Employment and Service.  In determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

                     MASSEY ENERGY COMPANY

                      By: __________________________

                      Name: Baxter F. Phillips, Jr.

                      Its: President

                     _____________________________

                     [Participant]

EX-10.5

EXHIBIT 10.5

MASSEY ENERGY COMPANY

Incentive Award Agreement

(Based on Cumulative Earnings Before Taxes)

THIS AGREEMENT dated as of November 9, 2009, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and [________] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached.  All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Incentive Award.  Pursuant to the Plan, the Company, on November 9, 2009 (the “Grant Date”), awarded to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the opportunity to earn a cash payment based on the satisfaction of the performance criteria set forth in Paragraph 3 below (the “Incentive Award”).

2.Definitions.

(a)           Earnout Period means the three year period from January 1, 2010 through December 31, 2012 (“Earnout Period”).

(b)           Performance Period EBT means the Company’s cumulative earnings before taxes, for the three fiscal years of the Company ending December 31, 2010, December 31, 2011, and December 31, 2012 (the “Performance Period EBT”), all as confirmed by the Company’s Chief Financial Officer and the Chairman of the Compensation Committee (“Committee”); provided, however, that extraordinary, unusual or infrequently occurring events and transactions, may, in the sole discretion of the Committee, be excluded pursuant to the Plan in such determination.

3.Amount of Award.  Subject to Paragraph 5 and except as provided in Paragraphs 4 and 6 below, Participant’s Incentive Award will be calculated under the amount and formula shown in column (b) below, based on satisfaction of the criteria set forth in column (a) below:

	(a) Performance Period EBT	(b) Participant’s Incentive Award
High Target	$_____ MM	$[________]
Middle Target	$_____ MM	$[________]
Low Target	$_____ MM	$[________]

If the Performance Period EBT falls between any target amounts, the amount of Participant’s Incentive Award is calculated proportionately between the two nearest target levels.  No Incentive Award will be paid if the Performance Period EBT is less than the low target of $_____ million and no increase to the Incentive Award will be made for cumulative earnings before taxes above the high target of $_____ million.

Participant’s Incentive Award for the Earnout Period, to the extent earned, will be paid in cash no later than the March 15 immediately following the calendar year in which the Earnout Period ends.

4.Death or Disability.  If Participant dies or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary within the Earnout Period, Participant or Participant’s estate will be entitled to receive a pro rata portion of Participant’s Incentive Award as calculated pursuant to Section 3, based on the portion of the Earnout Period elapsed prior to Participant’s death or becoming Permanently and Totally Disabled.

5.Forfeiture.  Participant’s right to receive an Incentive Award is forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates during the Earnout Period for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled or as set forth in Paragraph 6 below.

6.Change in Control.  Notwithstanding any other provision of this Agreement, Participant's right to receive the Incentive Award shall be vested if Participant's employment is terminated during the Earnout Period by the Company or an Affiliate without Cause within two years following a Change in Control that occurs on or after the date of this Agreement through the Earnout Period.  For purposes of this Agreement, Cause shall occur upon:

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

        (ii)     Participant’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 willfully engaging in any other gross misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's action or omission was in the best interest of the Company and its Affiliates.  The fact that Participant 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 an Affiliate shall not prevent Participant’s termination from being considered for Cause.

7.Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

By hand-delivery: By mail:

Massey Energy Company Massey Energy Company

Attention: Corporate Secretary Attention: Corporate Secretary

4 North Fourth Street P.O. Box 26765

Richmond, Virginia 23219 Richmond, Virginia 23261

If to Participant:

[Name]

[Address]

[Address]

8.Confidentiality.  Participant agrees that this Agreement and the receipt of this Incentive Award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Incentive Award to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to end of the Earnout Period. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this Incentive Award will be forfeited.

9.No Right to Continued Employment or Service.  This Agreement does not confer upon Participant any right to continue in the employ or service of the Company or a Subsidiary, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate such employment or service at any time.

10.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

11.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof or as duly amended.

12.Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

13.Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

14.Taxes.  Participant shall make arrangements acceptable to the Company for the satisfaction of income and employment tax withholding requirements attributable to the vesting or payment of this Award.

15.Employment and Service.  In determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

                     MASSEY ENERGY COMPANY

                      By: __________________________

                      Name: Baxter F. Phillips, Jr.

                      Its: President

                     _____________________________

                     [Participant]

EX-10.6

EXHIBIT 10.6

MASSEY ENERGY COMPANY

Incentive Award Agreement

(Based on Cumulative Earnings Before Interest, Taxes, Depreciation and Amortization)

THIS AGREEMENT dated as of November 9, 2009, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and [________] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached.  All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Incentive Award.  Pursuant to the Plan, the Company, on November 9, 2009 (the “Grant Date”), awarded to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the opportunity to earn a cash payment based on the satisfaction of the performance criteria set forth in Paragraph 3 below (the “Incentive Award”).

2.Definitions.

(a)           Earnout Period means the three year period from January 1, 2010 through December 31, 2012 (“Earnout Period”).

(b)           Performance Period EBITDA means the Company’s cumulative earnings before interest, taxes, depreciation and amortization, for the three fiscal years of the Company ending December 31, 2010, December 31, 2011, and December 31, 2012 (the “Performance Period EBITDA”), all as confirmed by the Company’s Chief Financial Officer and the Chairman of the Compensation Committee (“Committee”); provided, however, that extraordinary, unusual or infrequently occurring events and transactions, may, in the sole discretion of the Committee, be excluded pursuant to the Plan in such determination.

3.Amount of Award.  Subject to Paragraph 5 and except as provided in Paragraphs 4 and 6 below, Participant’s Incentive Award will be calculated under the amount and formula shown in column (b) below, based on satisfaction of the criteria set forth in column (a) below:

	(a) Performance Period EBITDA	(b) Participant’s Incentive Award
High Target	$_____ MM	$[________]
Middle Target	$_____ MM	$[________]
Low Target	$_____ MM	$[________]

If the Performance Period EBITDA falls between any target amounts, the amount of Participant’s Incentive Award is calculated proportionately between the two nearest target levels.  No Incentive Award will be paid if the Performance Period EBITDA is less than the low target of  $_____ million and no increase to the Incentive Award will be made for cumulative earnings before interest, taxes, depreciation and amortization above the high target of $_____ million.

Participant’s Incentive Award for the Earnout Period, to the extent earned, will be paid in cash no later than the March 15 immediately following the calendar year in which the Earnout Period ends.

4.Death or Disability.  If Participant dies or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary within the Earnout Period, Participant or Participant’s estate will be entitled to receive a pro rata portion of Participant’s Incentive Award as calculated pursuant to Section 3, based on the portion of the Earnout Period elapsed prior to Participant’s death or becoming Permanently and Totally Disabled.

5.Forfeiture.  Participant’s right to receive an Incentive Award is forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates during the Earnout Period for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled or as set forth in Paragraph 6 below.

6.Change in Control.  Notwithstanding any other provision of this Agreement, Participant's right to receive the Incentive Award shall be vested if Participant's employment is terminated during the Earnout Period by the Company or an Affiliate without Cause within two years following a Change in Control that occurs on or after the date of this Agreement through the Earnout Period.  For purposes of this Agreement, Cause shall occur upon:

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

        (ii)     Participant’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 willfully engaging in any other gross misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's action or omission was in the best interest of the Company and its Affiliates.  The fact that Participant 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 an Affiliate shall not prevent Participant’s termination from being considered for Cause.

7.Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:

By hand-delivery: By mail:

Massey Energy Company Massey Energy Company

Attention: Corporate Secretary Attention: Corporate Secretary

4 North Fourth Street P.O. Box 26765

Richmond, Virginia 23219 Richmond, Virginia 23261

If to Participant:

[Name]

[Address]

[Address]

8.Confidentiality.  Participant agrees that this Agreement and the receipt of this Incentive Award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Incentive Award to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to end of the Earnout Period. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this Incentive Award will be forfeited.

9.No Right to Continued Employment or Service.  This Agreement does not confer upon Participant any right to continue in the employ or service of the Company or a Subsidiary, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate such employment or service at any time.

10.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.

11.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof or as duly amended.

12.Participant Bound by Plan.  Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

13.Binding Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.

14.Taxes.  Participant shall make arrangements acceptable to the Company for the satisfaction of income and employment tax withholding requirements attributable to the vesting or payment of this Award.

15.Employment and Service.  In determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

                     MASSEY ENERGY COMPANY

                      By: __________________________

                      Name: Baxter F. Phillips, Jr.

                      Its: President

                     _____________________________

                     [Participant]