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): January 6, 2010 (December 30, 2009)

MASSEY ENERGY COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-7775 (Commission File Number) 95-0740960 (IRS Employer Identification No.)

4 North 4th Street, Richmond, Virginia 23219

(Address of Principal Executive Offices) (Zip Code)

(804) 788-1800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

      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))

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

Letter Agreement with Don L. Blankenship

On December 30, 2009, Massey Energy Company (the “Registrant”) entered into a letter agreement with Don L. Blankenship regarding his continued employment as Chairman and Chief Executive Officer of the Registrant through December 31, 2011 (the “Letter Agreement”).

The material terms and conditions of the Letter Agreement which relate to Mr. Blankenship’s employment by the Registrant for fiscal years 2010 and 2011 are as follows: (i) a base salary of $83,333 per month; (ii) a target cash incentive bonus award for fiscal year 2010 of $1,500,000 and a target cash incentive bonus award for fiscal year 2011 of $1,500,000, each based on the achievement of certain performance objectives set by the Compensation Committee for fiscal years 2010 and 2011, respectively; (iii) restricted stock and restricted unit awards of 12,700 shares of restricted stock and 7,300 restricted stock units for each of fiscal years 2010 and 2011, granted pursuant to the Massey Energy Company 2006 Stock and Incentive Compensation Plan (the “2006 Plan”); (iv) two performance-based restricted unit awards for fiscal year 2010, one for a total of 81,500 restricted units (assuming the achievement of Level 1 targeted performance for all the performance objectives) and one for a total of 32,250 units (assuming the achievement of Level 2 targeted performance for all the performance objectives) in 2010 and two performance-based restricted unit awards for fiscal year 2011, the number of units which shall be determined by the Compensation Committee on its award date in 2011, which shall vest, in whole or in part, based on the achievement of certain performance objectives set by the Compensation Committee for fiscal years 2010 and 2011, respectively; (v) two performance-based cash incentive awards for fiscal year 2010, one for a total of 32,250 units (assuming the achievement of Level 3 targeted performance for all the performance objectives) and one for a total of 334,000 units (assuming the achievement of Level 4 targeted performance for all the performance objectives) and two performance-based cash incentive awards for fiscal year 2011, the number of units which shall be determined by the Compensation Committee on its award date in 2011, which shall be earned, in whole or in part, based on the achievement of certain performance objectives set by the Compensation Committee for fiscal years 2010 and 2011, respectively, which for fiscal year 2010 shall be equal to the number of earned units times the closing market price of the Registrant’s common stock on the New York Stock Exchange on the last trading day of 2010, and for fiscal year 2011 shall be equal to the number of earned units times the closing market price of the Registrant’s common stock on the New York Stock Exchange on the last trading day of 2011; (vi) a performance-based restricted stock award, pursuant to the 2006 Plan, for each of fiscal years 2010 and 2011 (based on the achievement of certain performance objectives set by the Compensation Committee), one for a target number of 71,076 restricted shares in 2010 and one for a target number of restricted shares which shall be determined by the Compensation Committee on its award date in 2011; and (vii) the premium payments during 2010 and 2011, if any, on split dollar life insurance policies owned by the Registrant with death benefit endorsements payable to Mr. Blankenship, his estate or designated beneficiaries, totaling $4,000,000.  In accordance with the 2006 Plan from which the foregoing equity- and performance-based awards are made, the aggregate maximum amount payable as “incentive awards” under the 2006 Plan (which consists of the cash incentive bonus awards in item (ii) above and the performance-based cash incentive awards in item (v) above) shall not exceed $10,000,000 for any fiscal year. In addition, the Compensation Committee shall have the right, in its sole discretion, to reduce the actual award payout for any cash incentive bonus award in item (ii) above and any performance-based restricted stock award in item (vi) above by up to and including 5% of the maximum award payout provided that such discretion shall only be exercised based on the Compensation Committee’s review and its judgment as to whether Mr. Blankenship has satisfactorily proposed, updated as appropriate, and implemented a successorship plan for all executive ranks. The Compensation Committee retains the discretion to cause the Registrant to pay or provide for additional or other compensation for extraordinary performance regardless of the outcome on any performance-based pay contained in the Letter Agreement provided such extraordinary performance relates to performance which is not based on the performance criteria or goals contained in the Letter Agreement.

Notwithstanding the base salary amount set forth in the Letter Agreement, in conjunction with and in support of the Registrant’s cost reduction initiatives, Mr. Blankenship will continue to take a ten percent reduction in his monthly base compensation.  Other compensation to which Mr. Blankenship is entitled by contract will remain unchanged, and payments under any employment and/or change of control agreement which are salary-based will continue to be based on Mr. Blankenship’s unreduced base salary amount as set forth in the Letter Agreement.

The performance objectives set by the Compensation Committee for the cash incentive bonus awards in item (ii) above include targeted levels of performance based on: earnings before interest and taxes, produced tons sold, fulfillment of contracts, cash cost per ton, productivity by mining type (i.e., continuous miners and surface), reduction in environmental violations, improvement in the non-fatal days lost safety rate, employee retention, and employee diversity.  The performance objectives set by the Compensation Committee for the performance-based restricted unit awards in item (iv) above and the performance-based cash incentive awards in item (v) above include targeted levels of performance based on: earnings before interest and taxes, produced tons sold, fulfillment of contracts, cost per ton, productivity by mining type (i.e., continuous miners and surface), reduction in environmental violations and improvement in the non-fatal days lost safety rate.  The performance objectives set by the Compensation Committee for the performance-based restricted stock awards in item (vi) above include targeted levels of performance based on: earnings before interest and taxes, produced tons sold, fulfillment of contracts, cash cost per ton, productivity by mining type (i.e., continuous miners and surface), reduction in environmental violations, improvement in the non-fatal days lost safety rate, employee retention, and employee diversity.

In the event that Mr. Blankenship’s employment with the Registrant terminates during the period commencing January 1, 2010 through December 30, 2011 for any reason other than for Cause (as such term is defined in that certain Change in Control Agreement dated December 21, 2005, as amended and restated effective January 1, 2009, between the Registrant and Mr. Blankenship (the “Change in Control Agreement”)) under circumstances where such cessation of employment is not covered by the Change in Control Agreement, then the Registrant shall pay to Mr. Blankenship, or if Mr. Blankenship is deceased, to his estate, the sum of $5,000,000, unless Mr. Blankenship elects to terminate his employment voluntarily during the period commencing January 1, 2010 through December 30, 2011 other than for any reason which would constitute “a Constructive Termination Associated With a Change in Control” (as defined, and determined pursuant to the procedure set forth in the Change in Control Agreement, under circumstances where such Constructive Termination is not covered by the Change in Control Agreement).

In the event that Mr. Blankenship’s employment with the Registrant terminates on or before December 30, 2010and he is entitled to payments and benefits under the Change in Control Agreement, then the Registrant shall pay to Mr. Blankenship, or if Mr. Blankenship is deceased, to his estate, the sum of $2,000,000 on the date of termination.  In the event the Executive ceases to be employed on or after January 1, 2011 through December 31, 2011 and is entitled to payments and benefits under the Change in Control Agreement, then the Registrant shall pay to Mr. Blankenship, or if Mr. Blankenship is deceased, to his estate, the sum of $2,000,000 on the date of termination.  Either of these payments shall be in addition to any payments and benefits to which Mr. Blankenship is entitled under the Change in Control Agreement, but shall be subject to any payment limitations under the Change in Control Agreement.

In the event that Mr. Blankenship’s employment with the Registrant terminates during the period commencing January 1, 2010 through December 30, 2011 for any reason, all of Mr. Blankenship’s rights with respect to the awards covering the 2010 fiscal year in items (ii), (iv), (v) and (vi) above, shall terminate and all rights thereunder shall cease and payment of life insurance premiums as set forth in item (vii) above shall cease.  In the event that Mr. Blankenship’s employment with the Registrant terminates during the period commencing January 1, 2011 through December 30, 2011 for any reason, all of Mr. Blankenship’s rights with respect to the following awards covering the 2011 fiscal year in items (ii), (iv), (v) and (vi) above, shall terminate and all rights thereunder shall cease and payment of life insurance premiums as set forth in item (vii) above shall cease.

The amount of performance-based compensation that Mr. Blankenship earns during fiscal year 2010 (assuming he is employed by the Registrant from January 1, 2010 through December 30, 2010) under items (ii), (iv), (v) and (vi) above is capped at $11,000,000 less the product obtained by multiplying 6,668 by the closing market price of the Registrant’s common stock on the New York Stock Exchange on December 30, 2010 (the “2010 Cap”).  The order in which Mr. Blankenship’s earned compensation for 2010 will be applied to the cap for 2010 is as follows: (a) the target cash incentive bonus award earned by Mr. Blankenship during 2010, (b) the Level 1 performance restricted unit award earned by Mr. Blankenship during 2010, (c) the Level 2 performance restricted unit award earned by Mr. Blankenship during 2010, (d) the Level 3 performance cash award earned by Mr. Blankenship during 2010, (e) the Level 4 performance cash award earned by Mr. Blankenship during 2010, and (f) the value of the performance restricted stock award earned by Mr. Blankenship during 2010 based on the closing market price of the Registrant’s common stock on the New York Stock Exchange on the date of payment for federal income tax purposes.  Each of items (b)-(e) above will be based on the closing market price of the Registrant’s common stock on the New York Stock Exchange on the last trading day of 2010. Any compensation that would have otherwise been payable to Mr. Blankenship but for the 2010 Cap will not be considered earned and will not be paid.

The amount of performance-based compensation that Mr. Blankenship earns during fiscal year 2011 (assuming he is employed by the Registrant from January 1, 2011 through December 30, 2011) under items (ii), (iv), (v) and (vi) above is capped at $11,000,000 less the product obtained by multiplying 13,334 by the closing market price of the Registrant’s common stock on the New York Stock Exchange on December 30, 2011 (the “2011 Cap”).  The order in which the Mr. Blankenship’s earned compensation for 2011 will applied to the cap for 2011 is as follows: (1)  the cash incentive bonus award earned by Mr. Blankenship during 2011, (2) the Level 1 performance restricted unit award earned by Mr. Blankenship during 2011, (3) the Level 2 performance restricted unit award earned by Mr. Blankenship during 2011, (4) the Level 3 performance cash award earned by Mr. Blankenship during 2011, (5) the Level 4 performance cash award earned by Mr. Blankenship during 2011, and (6) the value of the 2011 performance restricted stock award earned by Mr. Blankenship during 2011 based on the closing market price of the Registrant’s common stock on the New York Stock Exchange on the date of payment for federal income tax purposes.  Each of items (2)-(5) above will be based on the closing market price of the Registrant’s common stock on the New York Stock Exchange on the last trading day of 2010.  Any compensation that would have otherwise been payable to Mr. Blankenship but for the 2011 Cap will not be considered earned and will not be paid.

In addition to the specific forms of remuneration discussed above, Mr. Blankenship will continue to participate in the employment benefit plans and arrangements provided by the Registrant to its other employees and be entitled to receive perquisites provided to him in keeping with past practice, including, but not limited to, use of the Registrant’s airplanes.

The Letter Agreement may be extended by mutual agreement between Mr. Blankenship and the Registrant for an additional two years.

A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Amended and Restated Incentive Award Agreements

On December 31, 2009, John C. Adkins, Senior Vice President and Chief Operating Officer, Michael K. Snelling, Vice President of Surface Operations, and Eric B. Tolbert, Vice President and Chief Financial Officer, each an executive officer who was named in the Registrant’s 2009 Proxy Statement (the “Named Executive Officers”), entered into an amended and restated Cash Incentive Award Agreement (Based on Cumulative Earnings Before Taxes) (the “Incentive Award Agreement”) made pursuant to the Massey Energy Company 2006 Stock and Incentive Compensation Plan (the “2006 Plan”) as approved by the Compensation Committee of the Registrant. The material change to the Incentive Award Agreement replaces the cash payment that otherwise would be paid out pursuant to the terms of the Incentive Award Agreement in the event of a covered termination following a change in control based upon a target amount, with a lump sum cash payment. A copy of the amended and restated form of Incentive Award Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Employment Agreement Amendments

On December 31, 2009, Baxter F. Phillips, Jr., President and a Named Executive Officer of the Registrant, entered into an amendment to his employment agreement with the Registrant as approved by the Compensation Committee.  The material change to Mr. Phillips' employment agreement replaces the cash payments calculated based on base pay and an annual bonus target that would be paid upon a covered termination before or after a change in control, with a lump sum cash payment. A copy of the amendment to Mr. Phillips' employment agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

On December 31, 2009, John C. Adkins, Senior Vice President and Chief Operating Officer and a Named Executive Officer of the Registrant, entered into an amendment to his employment agreement with the Registrant as approved by the Compensation Committee. The material change to Mr. Adkins' employment agreement replaces the cash payments calculated based on base pay and an annual bonus target that would be paid upon a covered termination before a change in control, with a lump sum cash payment. A copy of the amendment to Mr. Adkins' employment agreement is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Salary Change of Named Executive Officer

Effective January 1, 2010, the annual salary of Michael K. Snelling, Vice President of Surface Operations, one of the Registrant’s Named Executive Officers, was increased to $316,000 as authorized by the Compensation Committee.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
10.1	Letter Agreement, dated December 30, 2009, between Massey Energy Company and Don L. Blankenship
10.2	Form of Cash Incentive Award Agreement (Based on Earning Before Taxes) under the Massey Energy Company 2006 Stock and Incentive Compensation Plan
10.3	Amendment to Employment and Change in Control Agreement between Massey Energy Company and Baxter F. Phillips, Jr. (effective January 1, 2010)
10.4	Amendment to Retention and Employment Agreement between Massey Energy Company and John C. Adkins (effective January 1, 2010)

SIGNATURE

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

MASSEY ENERGY COMPANY

Date: January 6, 2010                                                          By:           /s/ Richard R. Grinnan                                     

 Name:      Richard R. Grinnan

Title:        Vice President and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement, dated December 30, 2009, between Massey Energy Company and Don L. Blankenship
10.2	Form of Cash Incentive Award Agreement (Based on Earning Before Taxes) under the Massey Energy Company 2006 Stock and Incentive Compensation Plan
10.3	Amendment to Employment and Change in Control Agreement between Massey Energy Company and Baxter F. Phillips, Jr. (effective January 1, 2010)
10.4	Amendment to Retention and Employment Agreement between Massey Energy Company and John C. Adkins (effective January 1, 2010)

EX-10.1

Exhibit 10.1

December 30, 2009

Dear Don:

This letter will summarize our agreement regarding your continued employment as Chairman and Chief Executive Officer of Massey Energy Company, through December 31, 2011.  Your current employment agreement will expire December 31, 2009.  I am very pleased that you will continue your leadership of Massey and look forward to the productive years ahead.

The specifics of your compensation package are included on Appendix A to this letter.  In addition, you generally will continue to participate in the employee benefit plans and arrangements (e.g., the Massey Energy Retirement Plan, the Coal Company Salary Deferral and Profit Sharing Plan, the welfare benefit programs and the nonqualified or supplemental benefit programs) and be entitled to receive the perquisites provided to you in keeping with past practice, including, but not limited to, use of the Company’s airplanes.

If you have any questions regarding the terms and conditions of Appendix A, please do not hesitate to call me.  If the offer details are acceptable, please acknowledge by signing and dating one copy of this letter and returning it to me.

Sincerely,

/s/ Robert H. Foglesong

Robert H. Foglesong

Chairman, Compensation Committee

Massey Energy Company

Acknowledged and agreed:

/s/ Don L. Blankenship                                                12/30/09

Don L. Blankenship                                                      Date

APPENDIX A TO LETTER AGREEMENT

THIS APPENDIX A is part of a letter agreement dated December 30, 2009 by and between MASSEY ENERGY COMPANY, a Delaware corporation (“Massey”), and DON L. BLANKENSHIP (the “Executive”), and relates to the Executive’s employment by Massey for calendar years 2010 and 2011 subject to extension as set forth in Section 7 below.

SECTION 1.                      Compensation.

1.1.  Base Monthly Salary – $83,333, payable no less frequently than monthly in accordance with Massey’s ordinary payroll practices.

1.2.  Cash Incentive Bonus Awards – A target cash incentive bonus award for fiscal year 2010 of $1,500,000 (the “2010 Cash Incentive Bonus Award”) and a target cash incentive bonus award for fiscal year 2011 of $1,500,000 (the “2011 Cash Incentive Bonus Award”), each granted pursuant to the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as such plan may be amended from time to time (the “2006 Plan”), based on the achievement of certain performance objectives for fiscal year 2010 (for the 2010 Cash Incentive Bonus Award) and for fiscal year 2011 (for the 2011 Cash Incentive Bonus Award) using qualifying performance criteria contained in the 2006 Plan. The target 2010 Cash Incentive Bonus Award was granted and performance objectives set by the Compensation Committee of the Board of Directors of Massey on December 12, 2009. The target 2011 Cash Incentive Bonus Award shall be granted and the performance objectives set by the Compensation Committee of the Board of Directors of Massey prior to the commencement of fiscal year 2011. There shall be a threshold level of performance for each performance objective below which no payment shall occur, a target level of performance, and a maximum level of performance, the amount of which can be up to and including two and a half times the target amount, above which no additional payment will occur. The achievement of each of the Cash Incentive Bonus Awards for purposes of this Section 1.2 shall be confirmed by the Chief Financial Officer and the Compensation Committee and may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the Internal Revenue Code, as amended (the “IRC”), and as permitted by the 2006 Plan. The 2010 Cash Incentive Bonus Award, if payable, shall be paid on or about February 28, 2011 (but in no event later than March 15, 2011) and the 2011 Cash Incentive Bonus Award, if payable, shall be paid on or about February 28, 2012 (but in no event later than March 15, 2012). Notwithstanding any other provision hereof, the Compensation Committee shall have the right, in its sole discretion, to reduce the actual award payout for any Cash Incentive Bonus Award by up to and including 5% of the maximum award payout provided that such discretion shall only be exercised based on the Compensation Committee’s review and its judgment as to whether the Executive has satisfactorily proposed, updated as appropriate, and implemented a successorship plan for all executive ranks.

1.3.  Restricted Stock and Restricted Unit Awards – The Executive shall be granted on December 30, 2009, pursuant to the 2006 Plan, 12,700 shares of restricted stock (the “2010 Restricted Stock Award”) and 7,300 restricted units (the “2010 Restricted Unit Award”), both of which will vest at the rate of one-third on each of December 30, 2010 , December 30, 2011 and December 30, 2012. The Executive shall be granted on December 30, 2010, pursuant to the 2006 Plan, 12,700 shares of restricted stock (the “2011 Restricted Stock Award”) and 7,300 restricted units (the “2011 Restricted Unit Award”), both of which will vest at the rate of one-third on each of December 30, 2011, December 30, 2012 and December 30, 2013.

1.4.  Performance-Based Restricted Unit Awards – Two performance-based restricted unit awards, granted on December 30, 2009, pursuant to the 2006 Plan, which shall vest based on the achievement of certain performance objectives for fiscal year 2010 using qualifying performance criteria contained in the 2006 Plan (the “2010 Performance Restricted Unit Awards”) and two performance-based restricted unit awards, granted on December 30, 2010, pursuant to the 2006 Plan, which shall vest based on the achievement of certain performance objectives for fiscal year 2011 using qualifying performance criteria contained in the 2006 Plan (the “2011 Performance Restricted Unit Awards”). The 2010 Performance Restricted Unit Awards were granted and the performance objectives were set by the Compensation Committee on December 12, 2009 and the 2011 Performance Restricted Unit Awards shall be granted and the performance shall be set by the Compensation Committee prior to the commencement of fiscal year 2011. Each performance objective shall consist of two levels of targeted performance, a threshold level (“Level 1”) and an enhanced level (“Level 2”), which, for purposes of this Section 1.4, if achieved, shall be confirmed by the Chief Financial Officer and the Compensation Committee and which may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the IRC, and as permitted by the 2006 Plan. The Level 1 2010 Performance Restricted Unit Award shall be for a total of 81,500 restricted units, comprised of a certain number of restricted units attributed to each performance objective, and the Level 2 2010 Performance Restricted Unit Award shall be for a total of 32,250 restricted units, comprised of a certain number of restricted units attributed to each performance objective. The terms and conditions and the number of restricted units of the Level 1 and Level 2 2011 Performance Restricted Unit Awards shall be set by the Compensation Committee prior to the commencement of fiscal year 2011 and shall be comprised of a certain number of restricted units attributed to each performance objective. If Level 1 targeted performance for a given performance objective is confirmed as set forth above, the Executive shall vest in that portion of the Level 1 Performance Restricted Unit Award that has been allocated to the achievement of the targeted performance for such performance objective and that portion of the Level 1 Performance Restricted Unit Award that has vested shall be paid on or about February 28, but in no event later than March 15, of the year following the completion of the fiscal year of performance to which it relates, and shall be based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates. If Level 1 targeted performance for a given performance objective is not confirmed as set forth above that portion of the Level 1 Performance Restricted Unit Award that has been allocated to the achievement of the targeted performance for such performance objective shall be forfeited. If Level 2 targeted performance for a given performance objective is confirmed as set forth above, the Executive shall vest in that portion of the Level 2 Performance Restricted Unit Award that has been allocated to the achievement of the targeted performance for such performance objective and that portion of the Level 2 Performance Restricted Unit Award that has vested shall be paid on or about February 28, but in no event later than the following March 15, of the year following the completion of the fiscal year of performance to which it relates, and shall be based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates. If the targeted performance for a given performance objective is confirmed, as set forth above, to have fallen between Level 1 and Level 2 targeted performance for such performance objective, the Executive shall vest in that portion of the Level 2 Performance Restricted Unit Award that is equal to the number of restricted units allocated to Level 2 targeted performance for such performance objective times a fraction, the numerator of which is that amount of performance achieved over and above Level 1 targeted performance for such performance objective and the denominator of which is the difference between Level 2 targeted performance for such performance objective and Level 1 targeted performance for such performance objective. For example, if the number of restricted units allocated to Level 2 targeted performance for a certain performance objective was 30,000 and only one-third of Level 2 targeted performance for such performance objective was achieved, then the Executive would vest in 10,000 restricted units. That portion of the Level 2 Performance Restricted Unit Award that vests shall be paid on or about February 28, but in no event later than March 15, of the year following completion of the fiscal year of performance to which it relates and shall be based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates and that portion of the Level 2 Performance Restricted Unit Award which did not vest shall be forfeited.

1.5.  Performance-Based Cash Incentive Awards – Two performance-based cash incentive awards granted on December 30, 2009, pursuant to the 2006 Plan, based on the achievement of certain performance objectives for fiscal year 2010 using qualifying performance criteria contained in the 2006 Plan (the “2010 Performance Cash Awards”). Two performance-based cash incentive awards granted prior to the commencement of fiscal year 2011, pursuant to the 2006 Plan, based on the achievement of certain performance objectives for fiscal year 2011 using qualifying performance criteria contained in the 2006 Plan (the “2011 Performance Cash Awards”). The 2010 Performance Cash Awards were granted and the performance objectives set by the Compensation Committee on December 12, 2009, and the 2011 Performance Cash Awards shall be granted and the performance objectives set by the Compensation Committee prior to the commencement of fiscal year 2011. Each performance objective shall consist of two levels of targeted performance, a further enhanced level (“Level 3”) and a superior level (“Level 4”), which, for purposes of this Section 1.5, if achieved, shall be confirmed by the Chief Financial Officer and the Compensation Committee and which may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the IRC, and as permitted by the 2006 Plan. Each Performance Cash Award shall consist of a certain number of units attributed to each performance objective earnable, in whole or in part, by the Executive based on the achievement, in whole or in part, of the levels of targeted performance set for each performance objective (the “Earned Units”). The Level 3 2010 Performance Cash Award that may be earned by the Executive, assuming the satisfaction of Level 3 targeted performance for all the selected performance objectives combined, shall consist of a total of 32,250 units. The 2010 Level 4 Performance Cash Award that may be earned by the Executive, assuming the satisfaction of Level 4 targeted performance for all the selected performance objectives combined, shall consist of an additional 334,000 units. The terms and conditions and the number of units of the Level 3 and Level 4 2011 Performance Cash Awards, including the performance objective(s) therefor, shall be set by the Compensation Committee prior to the commencement of fiscal year 2011. If Level 3 targeted performance for a given performance objective is confirmed, as set forth above, the Executive shall earn that portion of the Level 3 Performance Cash Award that has been allocated to the achievement of the targeted performance for such performance objective. If the targeted performance for a given performance objective is confirmed, as set forth above, to have fallen between Level 2 and Level 3 targeted performance for such performance objective, the Executive shall earn that portion of the Level 3 Performance Cash Award that is equal to the number of units allocated to Level 3 targeted performance for such performance objective times a fraction, the numerator of which is that amount of performance achieved over and above Level 2 targeted performance for such performance objective and the denominator of which is the difference between Level 3 targeted performance for such performance objective and Level 2 targeted performance for such performance objective. If Level 4 targeted performance for a given performance objective is confirmed, as set forth above, the Executive shall earn that portion of the Level 4 Performance Cash Award that has been allocated to the achievement of the targeted performance for such performance objective. If the targeted performance for a given performance objective is confirmed, as set forth above, to have fallen between Level 3 and Level 4 targeted performance for such performance objective, the Executive shall earn that portion of the Level 4 Performance Cash Award that is equal to the number of units allocated to Level 4 targeted performance for such performance objective times a fraction, the numerator of which is that amount of performance achieved over and above Level 3 targeted performance for such performance objective and the denominator of which is the difference between Level 4 targeted performance for such performance objective and Level 3 targeted performance for such performance objective. The portions of each Performance Cash Award that are earned by the Executive shall be equal to the product obtained by multiplying (i) the Earned Units by (ii) the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates. Any and all earned portions of each Performance Cash Award shall be paid on or about February 28, but in no event later than March 15, following completion of the fiscal year of performance to which it relates. No additional Performance Cash Award will be granted for the achievement of performance above Level 4 for any selected performance objective. As provided in Section 11.1 of the 2006 Plan, the aggregate maximum amount payable as Incentive Awards under the 2006 Plan (which in the case of this letter agreement consist of the Cash Incentive Bonus Award in Section 1.2 above and the Performance Cash Award in this Section 1.5) for any fiscal year shall not exceed $10,000,000.

1.6.  Performance-Based Restricted Stock Awards – One performance-based restricted stock award granted on December 30, 2009, pursuant to the 2006 Plan, that shall vest on December 30, 2010 based on the achievement of certain performance objectives for fiscal year 2010 using qualifying criteria contained in the 2006 Plan (the “2010 Performance Restricted Stock Award”) and one performance-based restricted stock award granted on December 30, 2010, pursuant to the 2006 Plan, that shall vest on December 30, 2011 based on the achievement of certain performance objectives for fiscal year 2011 using qualifying criteria contained in the 2006 Plan (the “2011 Performance Restricted Stock Award”). The target 2010 Performance Restricted Stock Award was granted and performance objectives set by the Compensation Committee of the Board of Directors of Massey on December 12, 2009. The 2011 Performance Restricted Stock Award shall be granted and the performance objective(s) set by the Compensation Committee of the Board of Directors of Massey prior to commencement of fiscal year 2011. There shall be a threshold level of performance for each performance objective below which no stock shall be earned, a target level of performance, and a maximum level of performance, the amount of which can be up to and including two and a half times the target amount, above which no additional stock shall be earned. The target number of restricted shares that shall be earnable for 2010 is 71,076 shares. The total number of restricted shares that can be earned by the Executive for 2010 is 71,076. The target number of restricted shares that shall be earnable for 2011 and the total number of restricted shares that can be earned by the Executive for 2011, shall be determined by the Compensation Committee on its award date. The achievement of the 2010 Performance Restricted Stock Award and the 2011 Performance Restricted Stock Award for purposes of this Section 1.6 shall be confirmed by the Chief Financial Officer and the Compensation Committee and may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the IRC, and as permitted by the 2006 Plan.  Notwithstanding any other provision hereof, the Compensation Committee shall have the right, in its sole discretion, to reduce the actual award payout for any Performance Restricted Stock Award by up to and including 5% of the maximum award payout provided that such discretion shall only be exercised based on the Compensation Committee’s review and its judgment as to whether the Executive has satisfactorily proposed, updated as appropriate, and implemented a successorship plan for all executive ranks.

1.7.  Discretionary Award. Notwithstanding anything herein to the contrary, the Compensation Committee retains the discretion to cause the Company to pay or provide for additional or other compensation for extraordinary performance regardless of the outcome on any performance-based pay contained in this letter agreement provided such extraordinary performance relates to performance which is not based on the performance criteria or goals contained herein.

1.8.  Life Insurance – Massey shall pay the premiums, if any, on the Executive’s $4,000,000 split dollar life insurance policies payable in 2010 and 2011 (payable no later than 30 days after the premium becomes due).

1.9.  Severance – The Executive entered into a certain Change in Control Agreement with Massey dated December 21, 2005, as amended and restated effective January 1, 2009 (which agreement, as the same may be amended or replaced, is referred to as the “Change in Control Agreement”) which governs the Executives’ rights, duties and obligations in the event of the Executive’s cessation of employment with Massey (or any successor) covered by the Change in Control Agreement. In the event of the Executive’s cessation of employment with Massey during the period commencing January 1, 2010 through December 30, 2011 for any reason other than for “Cause” (as defined, and determined pursuant to the procedure, in the aforesaid Change in Control Agreement) under circumstances where such cessation of employment is not covered by the Change in Control Agreement, then Massey shall pay to the Executive, or if the Executive is deceased to his Estate, the sum of $5,000,000, unless the Executive elects to terminate his employment voluntarily during the period commencing January 1, 2010 through December 30, 2011 other than for any reason which would constitute “a Constructive Termination Associated With a Change in Control” (as defined, and determined pursuant to the procedure, in the aforesaid Change in Control Agreement, under circumstances where such Constructive Termination Associated with a Change in Control is not covered by the Change in Control Agreement and disregarding the need for an actual or potential Change in Control). Any such payment shall be made in six (6) equal monthly payments beginning the 1st day of the month after the Executive’s employment with Massey terminates and on the first day of each month following thereafter until all such payments are made.

In the event the Executive ceases to be employed on or before December 30, 2010 and is entitled to payments and benefits under the Change in Control Agreement (as defined in Section 1.10 below), then Massey shall pay to the Executive, or if the Executive is deceased to his Estate, the sum of $2,000,000 on the date of termination.  In the event the Executive ceases to be employed on or after January 1, 2011 through December 31, 2011 and is entitled to payments and benefits under the Change in Control Agreement (as defined in Section 1.10 below), then Massey shall pay to the Executive, or if the Executive is deceased to his Estate, the sum of $2,000,000 on the date of termination.  Either of these payments shall be in addition to any payments and benefits to which the Executive is entitled under the Change in Control Agreement, but shall be subject to any payment limitations under the Change in Control Agreement.

1.10.  Termination of Certain Rights on Cessation of Employment – In the event that the Executive’s employment with Massey terminates during the period commencing January 1, 2010 through December 30, 2010 for any reason, all of the Executive’s rights with respect to the following awards covering the 2010 fiscal year (unearned or unvested Cash Incentive Bonus Award, Performance Restricted Unit Awards, Performance Cash Awards, and Performance Restricted Stock Award), as set forth in Sections 1.2, 1.4, 1.5, and 1.6 above, shall terminate and all rights thereunder shall cease and payment of life insurance premiums as set forth in Section 1.8 above shall cease. In the event that the Executive’s employment with Massey terminates during the period commencing January 1, 2011 through December 30, 2011 for any reason, all of the Executive’s rights with respect to the following awards covering the 2011 fiscal year (unearned or unvested Cash Incentive Bonus Award, Performance Restricted Unit Awards, Performance Cash Awards, and Performance Restricted Stock Award), as set forth in Sections 1.2, 1.4, 1.5, and 1.6 above, shall terminate and all rights thereunder shall cease and payment of life insurance premiums as set forth in Section 1.8 above shall cease.

1.11           Order of Payout and Total Compensation Cap. The amount of performance-based compensation that the Executive earns during fiscal year 2010 (assuming he is employed by the Company from January 1, 2010 through December 30, 2010) under Sections 1.2, 1.4, 1.5, and 1.6 shall be capped at $11,000,000 less the product obtained by multiplying 6,668 by the closing market price of Massey common stock on the New York Stock Exchange on December 30, 2010 (the “2010 Cap”), which limitation shall be based on the IRS Form W-2 reporting (as the same may be modified herein for this purpose). The order in which the Executive’s earned compensation for 2010 shall be applied to the cap for 2010 shall be as follows:  (i) Section 1.2 – the 2010 Cash Incentive Bonus Award earned by the Executive during 2010, (ii) Section 1.4 – the Level 1 2010 Performance Restricted Unit Award earned by the Executive during 2010, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, (iii) Section 1.4 – the Level 2 2010 Performance Restricted Unit Award earned by the Executive during 2010, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, (iv) Section 1.5 – the Level 3 2010 Performance Cash Award earned by the Executive during 2010, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, (v) Section 1.5 – the Level 4 2010 Performance Cash Award earned by the Executive during 2010, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, and (vi) Section 1.6 – the value of the 2010 Performance Restricted Stock Award earned by the Executive during 2010 based on the closing market price of Massey’s common stock on the New York Stock Exchange on the date of payment for federal income tax purposes. Any compensation that would have otherwise been payable to the Executive but for the 2010 Cap shall not be considered earned and shall not be paid. The amount of performance-based compensation that the Executive earns during fiscal year 2011 (assuming he is employed by the Company from January 1, 2011 through December 30, 2011) under Sections  1.2,  1.4, 1.5, and 1.6 shall be capped at $11,000,000 less the product obtained by multiplying 13,334 by the closing market price of Massey common stock on the New York Stock Exchange on December 30, 2011 (the “2011 Cap”). The order in which the Executive’s earned compensation for 2011 shall be applied to the cap for 2011 shall be as follows:  (i) Section 1.2 – the 2011 Cash Incentive Bonus Award earned by the Executive during 2011, (ii) Section 1.4 – the Level 1 2011 Performance Restricted Unit Award earned by the Executive during 2011, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, (iii) Section 1.4 – the Level 2 2011 Performance Restricted Unit Award earned by the Executive during 2011, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, (iv) Section 1.5 – the Level 3 2011 Performance Cash Award earned by the Executive during 2011, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, (v) Section 1.5 – the Level 4 2011 Performance Cash Award earned by the Executive during 2011, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of 2010, and (vi) Section 1.6 – the value of the 2011 Performance Restricted Stock Award earned by the Executive during 2011 based on the closing market price of Massey’s common stock on the New York Stock Exchange on the date of payment for federal income tax purposes. Any compensation that would have otherwise been payable to the Executive but for the 2011 Cap shall not be considered earned and shall not be paid.

SECTION 2.  Expenses.  Subject to prevailing Massey policy or such guidelines as may be established by the Board of Massey, Massey will reimburse the Executive for all reasonable expenses incurred by the Executive in carrying out his duties promptly upon the submission of appropriate documentation, but, in any event, no later than the last day of the year following the year in which the Executive incurs the reimbursable expenses.

SECTION 3.  Withholding of Taxes.  Massey may withhold from any amounts payable under this letter agreement all federal, state, city or other taxes as Massey is required to withhold pursuant to any applicable law, regulation or ruling.

SECTION 4.  Validity.  If any provision of this letter agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this letter 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.

SECTION 5.  Governing Law. The validity, interpretation, construction and performance of this letter 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.

SECTION 6.  Nonqualified Deferred Compensation Omnibus Provision.  Any compensation or benefits which are provided or available to the Executive pursuant to or in connection with any plan or program (including without limitation this letter agreement) to which Massey or any of its subsidiaries or affiliates is a party and which is considered to be provided under a nonqualified deferred compensation plan or program subject to IRC Section 409A shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of IRC Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. The Executive hereby consents to the amendment of any such plan or program as may be determined by Massey to be necessary or appropriate to evidence or further evidence required compliance with IRC Section 409A. In the event the Executive is a specified employee described in IRC Section 409A(a)(2)(B)(i) whose nonqualified deferred compensation subject to IRC Section 409A must be deferred until six (6) months after his separation from service, then payment of any amount or provision of any benefit under this letter agreement which is considered to be nonqualified deferred compensation subject to IRC Section 409A shall be deferred to the extent required by IRC Section 409A until six (6) months after the Executive's separation from service (the “409A Deferral Period”), absent an intervening payment event under IRC Section 409A such as his death. 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 the Executive’s expense, with the Executive having a right to reimbursement from Massey once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this letter agreement, all rights to payments and benefits hereunder shall be treated as rights to a series of separate payments and benefits to the fullest extent allowable by IRC Section 409A, and for purposes of determining payment of nonqualified deferred compensation for purposes of IRC Section 409A in connection with a termination of employment, termination of employment will be read to mean a "separation from service" within the meaning of IRC Section 409A where it is reasonably anticipated that no further service would be performed after that date or that the level of bona fide services the 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 immediationly preceding thirty-six (36) month period.

SECTION 7.  Extension. This letter agreement may be extended by mutual agreement between the Executive and Massey for an additional two years.

EX-10.2

Exhibit 10.2 

MASSEY ENERGY COMPANY

Amended and Restated

Incentive Award Agreement

(Based on Cumulative Earnings Before Taxes)

THIS AGREEMENT dated as of December 31, 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.  This Agreement amends, restates and replaces that certain Incentive Award Agreement (Based on Cumulative Earnings Before Taxes) dated as of November 9, 2009 between the Company and Participant.  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 Paragraph 4 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	$[________]	$[________]
Middle Target	$[________]	$[________]
Low Target	$[________]	$[________]

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.

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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.

6.Change in Control.  Notwithstanding any other provision of this Agreement, 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 and on or before the end of the Earnout Period, the Company shall pay Participant in cash a lump sum amount equal to $__________ within ten (10) days after his termination of employment.  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.

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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, thereby evidencing his agreement hereto.

                     MASSEY ENERGY COMPANY

                      By: __________________________

   Name:

                       Its:

                     _____________________________

                     [Participant]

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EX-10.3

Exhibit 10.3

AMENDMENT TO

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (this “Amendment”), effective as of January 1, 2010, is made on December 31, 2009 between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and BAXTER F. PHILLIPS, JR. (the “Executive”).

WITNESSETH:

WHEREAS, the Company and Executive previously entered into an Employment and Change in Control Agreement on November 10, 2008 (the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement.

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 19 and throughout the Employment Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1.  Section 6.2(b) of the Employment Agreement is amended to read as follows:

(b) Payments Upon Involuntary Termination Associated With a Change in Control. Subject to the provisions of Section 6.2(c) and Sections 7 and 10 hereof, in the event a termination described in Section 6.2(a) occurs, the Company shall pay and provide to Executive on or beginning, as applicable, the first business day that occurs following sixty (60) days after his Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 6.2(a) above, the later of or as soon as administratively feasible after the date an actual Change in Control occurs or the first business day that occurs following sixty (60) days after his Termination Date (contingent on the execution of the Release without revocation as contemplated in Section 8 hereof):

(i) a lump sum cash payment equal to $3,000,000;

(ii) any award 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, which by its terms vests in connection with the Change in Control, provided that payment of such award shall be determined solely by the terms of such award and any plan, program or arrangement which controls its determination and payment; and

(iii) for a period of 24 months following his Termination Date, Executive shall continue to receive on a monthly basis the medical and dental 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. 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 COBRA (as defined in Section 19) health care continuation coverage period under section 4980B of the Code (as defined in Section 19) shall commence immediately after the foregoing 24 month benefit period, with such continuation coverage continuing until the end of applicable COBRA health care continuation coverage period.

2.  In all other respects, the Employment Agreement is unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of December 31, 2009.

    MASSEY ENERGY COMPANY

By:	/s/ John M. Poma
Name:	John M. Poma
Title:	Vice President and Chief Administrative Officer
	/s/ Baxter F. Phillips, Jr.
	Baxter F. Phillips, Jr.

EX-10.4

Exhibit 10.4

AMENDMENT TO

RETENTION AND EMPLOYMENT AGREEMENT

THIS AMENDMENT TO RETENTION AND EMPLOYMENT AGREEMENT (this “Amendment”), effective as of January 1, 2010, is made on December 31, 2009 between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and JOHN CHRISTOPHER ADKINS (the “Executive”).

WITNESSETH:

WHEREAS, the Company and Executive previously entered into an amended and restated Retention and Employment Agreement on December 23, 2008 (the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement.

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 18 and throughout the Employment Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1.  Section 5.2 of the Employment Agreement is amended to read as follows:

5.2 Severance Benefit.  The Executive previously entered into a Change in Control Agreement which shall govern the Executive’s rights, duties and obligations in the event of the Executive’s cessation of employment with the Company (or any successor) covered by the Change in Control Agreement.  In the event of the Executive’s cessation of employment with the Company during the period of this Agreement for any reason other than for “Cause” (as defined, and determined pursuant to the procedure in the Change in Control Agreement) under circumstances where such cessation of employment is not covered by the Change in Control Agreement, then the Company shall pay to the Executive or if the Executive is deceased to the Executive’s estate, within 30 days following Executive’s cessation of employment with the Company, a lump sum payment equal to $1,600,000 (the “Severance Benefit”), unless the Executive elects to terminate his employment voluntarily during the term of this Agreement other than for any reason which would constitute “a Constructive Termination Associated with a Change in Control” (as defined, and determined pursuant to the procedure, in the Change in Control Agreement, under circumstances where such Constructive Termination is not covered by the Change in Control Agreement).

2.  In all other respects, the Employment Agreement is unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of December 31, 2009.

        MASSEY ENERGY COMPANY

By:	/s/ John M. Poma
Name:	John M. Poma
Title:	Vice President and Chief Administrative Officer
	/s/ John Christopher Adkins
	John Christopher Adkins