8-K

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) February 25, 2005 (February 21, 2005)

MASSEY ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-7775	95-0740960
(State or other jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

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 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:

¨ 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.

Extension to Current Employment Agreement with Mr. Blankenship

On February 21, 2005, the Compensation Committee of the Board of Directors of Massey Energy Company (the “Registrant”) approved, and on February 22, 2005, the Board ratified and authorized for execution Amendment No. 1 (the “Amendment”) to that certain Amended and Restated Employment Agreement effective as of November 1, 2001 (the “Current Employment Agreement”), by and among the Registrant, a Delaware corporation, A.T. Massey Coal Company, Inc., a Virginia corporation and the sole direct, wholly-owned subsidiary of the Registrant (“Massey”), and Don L. Blankenship, the Chairman, Chief Executive Officer and President of both the Registrant and Massey. The parties to the Current Employment Agreement executed the Amendment on February 22, 2005 with an effective date of May 1, 2005. The Amendment is attached as Exhibit 10.1 and is incorporated by reference into this Item 1.01. The Current Employment Agreement was filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s quarterly report on Form 10-Q for the period ended June 30, 2002.

The Amendment extends the term of the Current Employment Agreement, which was set to expire on April 30, 2005, for an additional eight months (the “Extension Period”) to coincide with the Registrant’s fiscal year. The material terms and conditions of the Amendment are as follows: (i) a base salary of $83,333 per month; (ii) an extension incentive bonus target of $600,000 based on specified business performance measures for fiscal year 2005, including earnings before interest and taxes, produced tons, earnings per share, net coal sales and company safety objectives, as well as strategic objectives such as successorship plans for key executive positions, employee retention and employee diversity; (iii) a long term incentive award which includes a $200,000 target cash award based on the Registrant’s earnings before interests and taxes for fiscal years 2005, 2006 and 2007, 33,333 non-qualified stock options, 8,467 shares of restricted stock and a cash bonus award equal to the fair market value of 4,867 shares of the Registrant’s common stock; (iv) a deferred incentive bonus equal to the product obtained by multiplying (a) the average of the high and low trading prices of the Registrant’s common stock on the New York Stock Exchange on December 30, 2005, by (b) 266,667; (v) a grant of 150,000 stock appreciation rights; (vi) a retention cash award of $266,667; and (vii) the premium payments on a $4,000,000 split dollar life insurance policy.

In the event that Mr. Blankenship’s employment with the Registrant and/or Massey terminates during and prior to the end of the Extension Period for any reason other than for Cause (as such term is defined in the Current Employment Agreement), then the Registrant and/or Massey shall pay to Mr. Blankenship, or if Mr. Blankenship is deceased, to his estate, 2.5 times the sum of Mr. Blankenship’s annual base salary of $1,000,000 plus his extension incentive bonus of $600,000, unless Mr. Blankenship elects to terminate his employment voluntarily during and prior to the end of the Extension Period other than for good reason (i.e., relocation, reduction in base salary or other compensation, material reduction in scope of responsibilities, or significant reduction in authority). In the event that Mr. Blankenship’s employment with the Registrant and/or Massey terminates during and prior to the end of the Extension Period for any reason, all of Mr. Blankenship’s rights with respect to the deferred incentive bonus, stock appreciation rights, and retention cash award, as set forth in items (iv) through (vi) in the preceding paragraph, shall terminate and all rights thereunder shall cease, and payment of the life insurance premiums as set forth in item (vii) in the preceding paragraph shall cease.

2004 Bonus Paid Pursuant to Current Employment Agreement

On February 21, 2005, the Compensation Committee of the Registrant’s Board of Directors approved, and on February 22, 2005, the Registrant’s Board of Director’s ratified, a cash incentive bonus for Mr. Blankenship in the amount of $612,500, pursuant to Section 4.B of the Current Employment Agreement. The Compensation Committee of the Registrant calculated the cash incentive bonus amount by reviewing previously established performance criteria based on business performance and strategic objectives for fiscal year 2004 as well as an individual performance factor. The business performance metrics included earnings before interest and taxes, produced tons, earnings per share, net coal sales and company safety goals. The strategic objectives included successorship plans for key executives, employee retention and employee diversity.

2004 Bonus Program

On February 21, 2005, the Compensation Committee of the Registrant’s Board of Directors approved, and on February 22, 2005, the Board ratified, the cash bonus awards paid under the 2004 Bonus Program to certain of the Registrant’s employees, including the executive officers who were named in the 2004 Proxy Statement, other than Mr. Blankenship (the “Named Executive Officers”). Mr. Blankenship does not receive a bonus under the 2004 Bonus Program. The cash bonuses approved to be paid to the eligible Named Executive Officers for 2004 are indicated below:

Name	2004 Bonus Award
Baxter F. Phillips, Jr.	$	111,230
J. Christopher Adkins	$	90,000
H. Drexel Short, Jr.	$	81,230

The cash bonus awards for Mr. Phillips and Mr. Short were based 75% on the Registrant’s earnings before interests and taxes for fiscal year 2004 and 25% on the discretion of the Compensation Committee of the Registrant’s Board of Directors. The cash bonus award for Mr. Adkins was based 50% on specific performance measurements, 25% based on the Registrant’s earnings before interests and taxes for fiscal year 2004 and 25% on the discretion of the Compensation Committee of the Registrant’s Board of Directors.

2005 Bonus Program

On February 21, 2005, the Compensation Committee of the Registrant’s Board of Directors approved, and on February 22, 2005, the Board also ratified, the specific performance goals for certain key employees of the Registrant, including certain of the Named Executive Officers, under the 2005 Bonus Program which was previously disclosed in a current report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2004. The performance criteria tailored to certain key employees under the 2005 Bonus Program included coal production, coal shipments, coal production cost containment, coal reserve acquisitions, safety performance, reductions in environmental violations and medical cost containment goals. The cash bonus target awards approved for the Named Executive Officers, other than Mr. Blankenship, for 2005 are indicated as follows:

Name	2005 Target Bonus Award
Baxter F. Phillips, Jr.	$	130,000
J. Christopher Adkins	$	140,000
H. Drexel Short, Jr.	$	110,000

Executive Deferred Compensation Plans

On February 21, 2005, the Compensation Committee of the Registrant’s Board of Directors approved that certain Massey Executive Deferred Compensation Program as amended and restated as of January 1, 2005 (the “Deferred Compensation Program”) and that certain A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan as amended and restated as of January 1, 2005 (the “Deferred Compensation Plan”). On February 22, 2005, the Registrant’s Board of Directors and Massey’s Board of Directors ratified the Deferred Compensation Program and the Deferred Compensation Plan, respectively. Both the Deferred Compensation Program and the Deferred Compensation Plan were amended (i) to reflect recent changes made to certain provision of the Internal Revenue Code of 1986, as amended, that apply to non-qualified deferred compensation plans and (ii) to effect some general housekeeping and necessary administrative changes.

The Deferred Compensation Program is maintained by the Registrant and administered by the Compensation Committee of the Registrant for the purpose of providing deferred compensation to a select group of management or highly compensated employees. The Deferred Compensation Plan is maintained by Massey and administered by Massey’s Executive Benefit Committee for the purpose of providing deferred compensation to those who are both employed by Massey and are members of management or otherwise are highly compensated employees. The Deferred Compensation Program and the Deferred Compensation Plan are attached as Exhibit 10.2 and Exhibit 10.3, respectively, and both are incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Amendment No. 1 dated as of February 22, 2005 to that certain Amended and Restated Employment Agreement effective as of November 1, 2001, by and among Massey Energy Company, A.T. Massey Coal Company, Inc. and Don L. Blankenship.
10.2	Massey Executive Deferred Compensation Program as amended and restated as of January 1, 2005.
10.3	A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan as amended and restated as of January 1, 2005.

SIGNATURES

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: February 25, 2005	By:	/s/ Thomas J. Dostart
	Name:	Thomas J. Dostart
	Title:	Vice President, General Counsel & Secretary

Exhibit Index

10.1	Amendment No. 1 dated as of February 22, 2005 to that certain Amended and Restated Employment Agreement effective as of November 1, 2001, by and among Massey Energy Company, A.T. Massey Coal Company, Inc. and Don L. Blankenship.
10.2	Massey Executive Deferred Compensation Program as amended and restated as of January 1, 2005.
10.3	A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan as amended and restated as of January 1, 2005.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated November 1, 2001, by and among MASSEY ENERGY COMPANY, a Delaware corporation (“Parent”), A.T. MASSEY COAL COMPANY, INC., a Virginia corporation and the sole direct, wholly-owned subsidiary of Parent (“Massey”), and DON L. BLANKENSHIP (the “Executive”), as amended and restated on July 16, 2002 (the “Current Agreement”), is entered into as of February 22, 2005, by and among Parent, Massey and the Executive (the “Amendment”).

WITNESSETH:

WHEREAS, the Current Agreement expires April 30, 2005, Parent’s fiscal year has been changed to the calendar year since the Current Agreement was entered into; and the parties desire to extend the terms of the Current Agreement so it will coincide with Parent’s fiscal year, in accordance with the terms specified in this Amendment;

WHEREAS, Parent and Massey desire to retain the experience, abilities and services of the Executive beyond the Primary Term of the Current Agreement; and

WHEREAS, the Executive is willing to provide such services beyond the Primary Term of the Current Agreement upon the terms and provisions specified in this Amendment;

NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. Capitalized terms not defined herein shall have the meanings ascribed to them in the Current Agreement.

SECTION 2. Extension Period. The parties agree to extend the terms and provisions set forth in the Current Agreement for an additional eight months (the “Extension Period”), which period shall begin on May 1, 2005 and extend through December 31, 2005.

SECTION 3. Compensation. The Executive shall receive the compensation outlined on Exhibit A attached hereto and incorporated herein by this reference during the Extension Period, in accordance with the provisions of the Current Agreement, subject to any appropriate adjustments for dates, etc. (the “Extension Period Compensation”). No vesting, payment, conversion and other provisions regarding any compensation items relating to the Primary Term of the Current Agreement shall be affected by this Amendment, except as otherwise provided herein. On April 30, 2005, the then value of the Retention Stock Award for the Primary Term under the Current Agreement, determined by the average of the high and low trading prices of Parent’s stock on the New York Stock Exchange on such date, shall be converted to a cash amount and credited to the Executive’s account in the Massey Executive Deferred Compensation Program.

SECTION 4. Nonqualified Deferred Compensation Plan 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 the Current Agreement, as amended by this Amendment) to which Parent, Massey or any of their affiliates is a party and which is considered to be provided under a nonqualified deferred compensation plan subject to Section 409A of the Internal Revenue Code of 1986, as amended (“IRC”) 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 Parent or Massey to be necessary or appropriate to evidence or further evidence required compliance with IRC Section 409A. Unless Parent or Massey otherwise determines, all deferrals for the benefit of the Executive under any plan or program subject or potentially subject to the provisions of IRC Section 409A will cease as of December 31, 2004, and Parent or Massey will establish new plans or programs for such deferrals after December 31, 2004 which mirror the provisions thereof but for compliance with IRC Section 409A.

SECTION 5. Full Force and Effect. The terms and provisions of the Current Agreement, as amended by this Amendment, shall continue in full force and effect, except to the extent such terms and/or provisions conflict with this Amendment, in which case this Amendment shall control.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

MASSEY ENERGY COMPANY
	/s/ Baxter F. Phillips, Jr.
Name:	Baxter F. Phillips, Jr.
Title:	Executive Vice President and
	Chief Administrative Officer
A.T. MASSEY COAL COMPANY, INC.
	/s/ Baxter F. Phillips, Jr.
Name:	Baxter F. Phillips, Jr.
Title:	Executive Vice President and Chief Administrative Officer
	/s/ Don L. Blankenship
	Don L. Blankenship

2

Exhibit A to Amendment No. 1 to Amended and Restated Employment Agreement of February 22, 2005 by and among Massey Energy Company, A.T. Massey Coal Company, Inc. and Don L. Blankenship

May 1, 2005 – December 31, 2005 Extension Period Compensation

1. Base Monthly Salary – $83,333.

2. Extension Incentive Bonus – $600,000 target amount based on consolidated companies performance for all of 2005, payable February 15, 2006.

3. Long Term Incentive Award – $200,000 target cash award, 33,333 non-qualified stock options, 8,467 shares of restricted stock, and a cash bonus award equal to the fair market value of 4,867 shares of Parent stock.¹

4. Deferred Incentive Bonus – Bonus equal to the product obtained by multiplying (i) the average of the high and low trading prices of Parent common stock on the New York Stock Exchange on December 30, 2005, by (ii) 266,667, to be credited to the Executive’s account in the Massey Executive Deferred Compensation Program.

5. Stock Appreciation Rights (SARs) –150,000 SARs to be granted on May 1, 2005, and vesting on December 30, 2005, to be credited to the Executive’s account in the Massey Executive Deferred Compensation Program upon exercise of the SARs by the Executive.

6. Retention Cash Award – $266,667 to be credited to the Executive’s account in the Massey Executive Deferred Compensation Program on December 30, 2005.

7. Life Insurance – Parent or Massey shall pay the premiums on the Executive’s $4,000,000 split dollar life insurance policy.

8. In the event that the Executive’s employment with Parent and/or Massey terminates during and prior to the end of the Extension Period for any reason other than for Cause, then Parent and/or Massey shall pay to the Executive, or if the Executive is deceased to his Estate, 2.5 times the sum of the Executive’s Annual Base Salary of $1,000,000 plus Extension Incentive Bonus of $600,000, unless the Executive elects to terminate his employment voluntarily during and prior to the end of the Extension Period other than for good reason (i.e., relocation, reduction in base salary or other compensation, material reduction in scope of responsibilities, or significant reduction in authority). Any such payment shall be made in six equal monthly payments beginning the month after the Executive’s employment with Parent and/or Massey terminates.

9. In the event that the Executive’s employment with Parent and/or Massey terminates during and prior to the end of the Extension Period for any reason, all of the Executive’s rights with respect to the Deferred Incentive Bonus, Stock Appreciation Rights, and Retention Cash Award, as set forth in items 4, 5, & 6 above, shall terminate and all rights thereunder shall cease, and payment of Life Insurance premiums as set forth in item 7 above shall cease.

¹ The Long Term Incentive Award in Item 3 above supplements the November 15, 2004 award and is made subject to all the terms, conditions and performance requirements of the original November 15, 2004 grant.

EX-10.2

Exhibit 10.2

MASSEY EXECUTIVE

DEFERRED COMPENSATION PROGRAM

(Amended and Restated as of January 1, 2005)

TABLE OF CONTENTS

		Page
ARTICLE I
THE PLAN
1.01.	Name	2
1.02.	Purpose	2
1.03.	Plan Administration	2
ARTICLE II
DEFINITIONS
2.01.	Definitions	3
ARTICLE III
PARTICIPATION
3.01.	Participation	5
ARTICLE IV
MAINTENANCE OF ACCOUNTS
4.01.	Accounts	5
4.02.	Contribution Adjustments	5
4.03.	Earnings Adjustments	6
4.04.	Distribution Adjustments	6
4.05.	Forfeiture Adjustments	6
4.06.	Vesting	6
ARTICLE V
INVESTMENT OPTIONS
5.01.	Investment Options Accounts	6
5.02.	Election of Investment Options	6
5.03.	Method of Crediting Earnings Adjustments	6
ARTICLE VI
ACCOUNT DISTRIBUTIONS AFTER TERMINATION OF SERVICE
6.01.	Account Distributions After Termination of Service	7

i

ARTICLE VII
OTHER DISTRIBUTION EVENTS
7.01.	Change of Control	8
7.02.	Unforeseeable Emergency	8
7.03.	Withdrawals of Non-409A Funds	9
7.04.	Withdrawals of 409A Funds.	9
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.01.	Participant Rights in the Unfunded Plan	10
8.02.	Non-Assignability	10
8.03.	Termination or Amendment of Plan	10
8.04.	Continuation of Employment	10
8.05.	Responsibility for Legal Effect	10
8.06.	Withholding	11
8.07.	Other Compensation Plans	11
8.08.	Plan Binding on Successors	11
8.09.	Singular, Plural; Gender	11
8.10.	Controlling Law	11
8.11.	Electronic Administration	11
8.12.	Nonqualified Deferred Compensation Plan Omnibus Provision	11
ARTICLE IX
ADOPTION
EXHIBIT I		13

ii

MASSEY EXECUTIVE

DEFERRED COMPENSATION PROGRAM

(Amended and Restated as of January 1, 2005)

THIS INSTRUMENT amends and restates the Massey Executive Deferred Compensation Program as previously amended and restated as of January 1, 2005.

WITNESSETH:

WHEREAS, Fluor Corporation heretofore maintained three separate deferred compensation programs for its key employees, this Plan which covered deferrals of incentive compensation, the Fluor Corporation and Subsidiaries Executive Deferred Salary Program (the “Deferred Salary Program”) which covered the deferral of salary and other related amounts and the Fluor Excess Benefit Plan (“Excess Benefit Plan”) which provided deferrals to compensate for benefits which would otherwise be lost to highly compensated employees as a result of the contribution and benefit limitations imposed by ERISA; and

WHEREAS, Fluor Corporation, effective as of May 1, 1995, combined all of the three foregoing unfunded deferred compensation programs for its key employees into a single program by (a) combining the Deferred Salary Program (including, without limitation, the excess 401(k) accounts previously maintained as a part of this program) with and into this Plan thereby merging all the accounts previously maintained under that Deferred Salary Program with and into this Plan and (b) by transferring the key employee accruals previously maintained under the Excess Benefit Plan from the Excess Benefit Plan into this Plan; and

WHEREAS, Fluor Corporation amended and restated the terms and conditions of the Plan as the Fluor Executive Deferred Compensation Program (formerly known as the Fluor Corporation and Subsidiaries Executive Deferred Compensation Program) effective as of May 1, 1997; and

WHEREAS, Massey Energy Company (formerly Fluor Corporation) amended and restated the terms and conditions of the Plan as the Massey Executive Deferred Compensation Program (formerly known as Fluor Executive Deferred Compensation Program) effective as of November 30, 2000; and

WHEREAS, Massey Energy Company amended the terms and conditions of the Plan as it relates to one or more Eligible Employees pursuant to their Employment Agreement(s); and

WHEREAS, at the effective date of this January 1, 2005 amendment and restatement of the Plan, the only accounts being maintained under the Plan are those provided for in one or more Employment Agreements; and

WHEREAS, Massey Energy Company desires to amend and restate the Plan in order to provide for good faith compliance with Code Section 409A effective January 1, 2005, to the extent applicable to accounts under the Plan;

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NOW, THEREFORE, the Company hereby declares that the current terms and conditions of the Massey Executive Deferred Compensation Program as amended and restated effective January 1, 2005 are as follows:

ARTICLE I

THE PLAN

1.01. NAME. This Plan shall be known as the “Massey Executive Deferred Compensation Program”.

1.02. PURPOSE. This Plan is amended and restated for the purpose of providing Eligible Employees with a means to satisfy future financial needs and to provide for the deferral of compensation for such employees. The Company intends that the Plan constitute an unfunded “top hat” plan maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees under applicable provisions of ERISA.

1.03. PLAN ADMINISTRATION. The Plan shall be administered by the Committee in accordance with the following:

(a) The Committee, on behalf of a Participant and his Beneficiary, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

(i) To determine all questions relating to the eligibility to participate;

(ii) To construe and interpret the terms and provisions of the Plan;

(iii) To compute and certify to the amount and kind of benefits payable to a Participant or his Beneficiary;

(iv) To maintain all records that may be necessary for the administration of the Plan;

(v) To provide for the disclosure of all information and the filing or provision of all reports and statements to a Participant, his Beneficiary or governmental agencies as the Committee may determine or as shall be required by law;

(vi) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan, including procedures for claims made by Participants or beneficiaries under the Plan, as are not inconsistent with the terms hereof; and

(vii) To appoint a plan administrator or any other agent, and to delegate to such person such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe. If no plan administrator is appointed or serving, the Company shall be the plan administrator.

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(b) The Committee shall have full discretion to make factual determinations as may be necessary and to construe and interpret the terms and provisions of this Plan, which interpretation or construction shall be final and binding on all parties, including but not limited to the Company and a Participant or any Beneficiary. The Committee shall administer such terms and provisions in a uniform manner and in full accordance with any and all laws applicable to the Plan.

(c) To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all Plan matters relating to any Participant, their death or other cause of termination, and such other pertinent facts as the Committee may require.

ARTICLE II

DEFINITIONS

2.01. DEFINITIONS.

Accrual Accounts - shall mean a Participant’s Cash Retention Bonus Account, Retention Stock Account, SAR Account, Shadow Stock Vesting Account, and Other Account(s), if any.

Beneficiary - shall mean the person, persons, entity, entities or the estate of a Participant, who is designated by the Participant on a form provided by the Company to receive benefits on account of the Participant’s death, or in the absence of any designation, the personal representative of the Participant’s estate.

Board - shall mean the Board of Directors of Massey Energy Company.

Cash Retention Bonus Account - shall mean a Participant’s account maintained under the Plan to reflect allocations under the Plan of retention cash awards pursuant to the Participant’s Employment Agreement. This account may be divided into subdivisions to reflect annual or other periodic entitlements and/or vesting therein pursuant to the Participant’s Employment Agreement as determined from time to time by the Committee.

Change of Control - “Change of Control” of the Company shall be deemed to have occurred if, (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Company having twenty-five percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company.

Code - shall mean the Internal Revenue Code of 1986, as amended, and, to the extent not inconsistent therewith, regulations and other guidance issued thereunder.

Committee - shall mean the Compensation Committee of the Company.

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Company - shall mean Massey Energy Company.

Effective Date - shall mean May 1, 1995 (the original effective date of the Plan). The effective date of this amendment and restatement of the Plan is January 1, 2005.

Eligible Employee - shall mean any employee of the Company or its subsidiaries who has been specifically designated as eligible for participation in the Plan by the Committee and until the earlier of such time as such person ceases to be an employee of the Company and its subsidiaries or such time as the Committee decides he should no longer actively participate in the Plan.

Employment Agreement - an Employment Agreement entered into by and between Massey Energy Company or one of its subsidiaries and an Eligible Employee which expressly provides for contributions to the Plan.

ERISA - shall mean the Employee Retirement Income Security Act of 1974, as amended.

409A Funds - shall mean that part of any account balance considered to be deferred compensation and covered by the rules of Code Section 409A.

Investment Options - shall mean the investment options shown on Exhibit I.

Non-409A Funds - shall mean that part of any account balance not considered to be deferred compensation covered by the rules of Code Section 409A.

Normal Retirement Age - shall mean 65 years of age.

Other Account(s) - shall mean a Participant’s account(s) maintained under the Plan to reflect allocations under the Plan of amounts other than retention cash awards, retention stock awards, stock appreciation rights and shadow stock units pursuant to the Participant’s Employment Agreement. This account may be divided into subdivisions to reflect annual or other periodic entitlements and/or vesting in amounts therein pursuant to the Participant’s Employment Agreement as determined from time to time by the Committee.

Participant - an Eligible Employee for whom one or more Accrual Accounts are maintained under the Plan.

Plan - shall mean the Massey Executive Deferred Compensation Program the terms of which are set forth herein.

Plan Year - shall mean the calendar year.

Profit Sharing Plan - shall mean the Coal Company Salary Deferral and Profit Sharing Plan of A. T. Massey Coal Company, Inc.

Retention Stock Account - shall mean a Participant’s account maintained under the Plan to reflect allocations under the Plan of retention stock awards pursuant to the Participant’s Employment Agreement. This account may be divided into subdivisions to reflect annual or other periodic entitlements and/or vesting therein pursuant to the Participant’s Employment Agreement as determined from time to time by the Committee.

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SAR Account - shall mean a Participant’s account maintained under the Plan to reflect allocations under the Plan of stock appreciation rights pursuant to the Participant’s Employment Agreement. This account may be divided into subdivisions to reflect annual or other periodic entitlements and/or vesting therein pursuant to the Participant’s Employment Agreement as determined from time to time by the Committee.

Shadow Stock Vesting Account - shall mean a Participant’s account maintained under the Plan to reflect allocations under the Plan of shadow stock units pursuant to the Participant’s Employment Agreement. This account may be divided into subdivisions to reflect annual or other periodic entitlements and/or vesting therein pursuant to the Participant’s Employment Agreement as determined from time to time by the Committee.

Termination of Service - shall mean, with respect to a Participant, the cessation of his employment with the Company and its subsidiaries on account of death, disability, severance or any other reason. In determining cessation of employment by reason of separation from service for purposes of the Plan and Code Section 409A, the Company and each of the following business entities or other organizations (whether or not incorporated) which during any relevant period is so treated (but only for the portion of the period so treated and for the purpose and to the extent required to be so treated) shall be treated as single employer:

(a) Any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company, and

(b) Any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company.

ARTICLE III

PARTICIPATION

3.01. PARTICIPATION. Only Eligible Employees may become Participants in the Plan. An Eligible Employee shall become a Participant when one or more Accrual Accounts are maintained under the Plan pursuant to his Employment Agreement.

ARTICLE IV

MAINTENANCE OF ACCOUNTS

4.01. ACCOUNTS. The Company shall maintain one or more Accrual Accounts and subdivisions therefor to reflect the deferred amounts due to each Participant under the Plan, adjusted as provided for herein. The Company shall maintain adequate records to determine the portions of each Accrual Account and subdivision thereof which are 409A Funds and Non-409A Funds.

4.02. CONTRIBUTION ADJUSTMENTS. Each Accrual Account of a Participant shall be added to as provided in the Participant’s Employment Agreement.

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4.03. EARNINGS ADJUSTMENTS. Each Accrual Account of a Participant shall be adjusted monthly (or at such intervals as the Committee provides, but not less frequently than quarterly) to reflect any gains and/or losses thereon (the “Earnings Adjustment”) in accordance with the provisions of Article V hereof.

4.04. DISTRIBUTION ADJUSTMENTS. Each Accrual Account of a Participant shall be reduced to reflect any distributions from the Plan to the Participant or his Beneficiary.

4.05. FORFEITURE ADJUSTMENTS. Each Accrual Account of a Participant shall be reduced to reflect any forfeiture therefrom as provided in the Participant’s Employment Agreement. Forfeitures shall occur as provided in the Participant’s Employment Agreement or in the Plan. Forfeitures shall revert to the Company.

4.06. VESTING. A Participant shall only be entitled to that portion of his Accrual Accounts which are vested. Vesting shall occur as provided in the Participant’s Employment Agreement or in the Plan.

ARTICLE V

INVESTMENT OPTIONS

5.01. INVESTMENT OPTIONS. The Company has selected the Investment Options described in Exhibit I any of which may be changed, modified or deleted, or additional investment options may be added, from time to time by the Committee.

5.02. ELECTION OF INVESTMENT OPTIONS.

(a) A Participant shall allocate his Accrual Accounts among the Investment Options. Such Investment Options will be used as a measure of the investment performance of his Accrual Accounts. A Participant may specify that all or any 10% multiple (or such other multiple or a specified dollar amount as the Committee may permit) of his Accrual Accounts be deemed to be invested in one or more of the Investment Options.

(b) A Participant may reallocate the Investment Options for his Accrual Accounts once every six months (or more frequently as the Committee may permit) in 10% multiples (or such other multiple or a specified dollar amount as the Committee may permit). Unless the Committee provides for more frequent account valuations and adjustments, any reallocation will be effective as of the first day of the month (or such more frequent period as the Committee may provide) following the month (or other provided period) in which an appropriately completed form is received by the Committee. Until a Participant delivers a new Investment Option form to the Committee (or its delegate), his prior Investment Options shall control. If a Participant fails to select an Investment Option for his Accrual Accounts, he shall be deemed to have elected the Default Investment Option as provided in Exhibit I.

5.03. METHOD OF CREDITING EARNINGS ADJUSTMENTS. Earnings Adjustments will be credited to each Participant’s Accrual Accounts as follows: As of the last day of each month (or such more frequent period as the Committee may provide) in which any amount

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remains credited to the Accrual Accounts of the Participants, each portion of such accounts deemed invested in a particular Investment Option shall either be credited or debited with an amount equal to that determined by multiplying the balance of such portion of such account as of the last day of the preceding month (or such more frequent period as the Committee may provide) by the return rate for that month (or other provided period) for the applicable Investment Option. As to the applicable amount distributed, the Company shall make crediting or debiting adjustments to each Participant’s Accrual Accounts on the last day of the month (or such more frequent period as the Committee may provide) of the date of distribution.

A Participant shall be entitled to payment of an amount equal to the vested amount in each of his Accrual Accounts in accordance with the applicable provisions of the Plan.

ARTICLE VI

ACCOUNT DISTRIBUTIONS AFTER TERMINATION OF SERVICE

6.01. ACCOUNT DISTRIBUTIONS AFTER TERMINATION OF SERVICE. Distribution of a Participant’s vested Accrual Accounts shall be made as follows.

(a) Except as expressly provided elsewhere in the Plan, no distributions from the Plan to a Participant shall be made until the Participant’s Termination of Service.

(b) In the event of the death of a Participant prior to or after commencement of any payments hereunder, payments of the Participant’s remaining entitlement under the Plan shall be made to his Beneficiary. Any payment election for payment in installments shall continue to be effective.

(c) All distributions from the Plan shall be made in a lump sum in cash except to the extent a Participant, with the consent of the Committee, has elected a specified installment payment period for any 409A Funds. Any such election of a specified installment payment period for any 409A Funds must be filed prior to calendar year in which begins the service period with respect to which the Company contribution to which such 409A Funds are attributable relates or, if later, any election deadline permitted under Code Section 409A for such 409A Funds which the Committee permits to be utilized in the administration of the Plan (including without limitation the December 31, 2005 payment election deadline of Question and Answer 19(c) of IRS Notice 2005-1 and the deadline of six months prior to the end of the performance period for a bonus or incentive pay which is payable for a period commencing after 2004, which is performance-based compensation, is based on services performed over a period of at least twelve months (within the meaning of Code Section 409A(a)(4)(B)(iii)). Any such payment date election therefor may not be modified or revoked by the Participant after the latest time for making the election. If any distributions from the Plan are to be paid in installments, they shall be paid in a specified number (not to exceed twenty) of annual installments. If any distributions from the Plan are to be paid in installments, they shall continue to be subject to Earnings Adjustments pursuant to Article V hereof.

(d) The lump sum payment and the first installment payment, if any, shall be paid in January of the calendar year following the calendar year of a Participant’s Termination of

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Service, provided, however, that (i) if the Participant’s Termination of Service occurs on December 31 and the Participant is then a “covered employee” (as defined for purposes of Code Section 162(m)(3)), no payment of that portion of any account balance which vests in the calendar year in which his Termination of Service occurs shall be made, or commence to be made, to the Participant until March 20 following the calendar year of the Participant’s Termination of Service and (ii) no payment of 409A Funds shall be made, or commence to be made, earlier than the earliest time of payment permitted under Code Section 409A coinciding with or following the Participant’s Termination of Service (including without limitation deferral of payment until six months after separation from service in the event the Participant is a key employee of a publicly traded employer).

(e) To the extent a Participant’s entitlement is paid in installments, the second installment payment shall be paid during January of the calendar year following the calendar year in which the first installment was paid and all remaining installments will be paid annually in the month of January.

(f) If Plan Earnings Adjustments are not determined on a daily valuation basis, unless otherwise determined by the Committee, any lump sum or installment payment shall be made in an initial payment and a true-up payment by paying 90% of the previous month end (or other time of valuation hereunder) balance at the designated payment date and then making a second payment truing up the payment which shall include both the remaining 10% plus an Earnings Adjustment for the month (or partial portion of the month if paid earlier than the end of the month) of the initial 90% payment, which second payment shall be made during the month following the month of the initial payment. The Committee may change the 90% and 10% figures in order to anticipate substantial fluctuations in Earnings Adjustments.

ARTICLE VII

OTHER DISTRIBUTION EVENTS

7.01. CHANGE OF CONTROL. Notwithstanding any other Section hereof, if a Participant’s employment with the Company or its subsidiaries terminates for any reason other than death, within the two-year period beginning on the date that a Change of Control of the Company occurs, then the Company shall pay to the Participant within the first fifteen days of the month following such termination a lump sum distribution in cash of all of his Accrual Accounts. If the Participant dies after termination of employment but before payment of any amount under this Section, then such amount shall be paid to the Beneficiary within the first fifteen days of the month following the Participant’s death. Notwithstanding the foregoing, in the case of any 409A Funds, payment thereof shall not be made earlier than the earliest time of payment permitted under Code Section 409A. In addition, notwithstanding the foregoing, this Section shall not apply to any Non-409A Funds to which this withdrawal right was not available on October 3, 2004.

7.02. UNFORESEEABLE EMERGENCY.

(a) With the consent of the Committee, a distribution of a portion of a Participant’s vested Accrual Accounts because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need plus, in the case of a withdrawal of 409A Funds if approved by the Committee, amounts necessary to pay taxes

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reasonably anticipated as a result of the distribution. Whether an Unforeseeable Emergency has occurred will be determined solely by the Committee. Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Committee upon written request by the Participant.

(b) An “Unforeseeable Emergency” is defined as a severe financial hardship to the Participant caused by sudden and unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other extraordinary and unforeseeable circumstances caused by a result of events beyond the Participant’s control. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any event, any distribution under this Section shall not exceed the amount required by the Participant to resolve the hardship after (i) reimbursement or compensation through insurance or otherwise or (ii) obtaining liquidation of the Participant’s assets, to the extent such liquidation would not itself cause a severe financial hardship.

(c) Notwithstanding the foregoing, this Section shall not apply to any Non-409A Funds to which this withdrawal right was not available on October 3, 2004.

7.03. WITHDRAWALS OF NON-409A FUNDS. With the consent of the Committee, a Participant may elect by filing with the Company a form specified by the Committee, to receive an amount equal to ninety percent of his Non-409A Funds at any time prior to his Termination of Service. If the Participant makes an election described in this Section 7.03 the balance of the Participant’s Non-409A Funds not distributed to the Participant shall be forfeited to the Company; the amount to which he is entitled under this Section 7.03 shall be distributed to the Participant in a single lump sum as soon as administratively practical following such election. Notwithstanding the foregoing, this Section shall not apply to any Non-409A Funds to which this withdrawal right was not available on October 3, 2004.

7.04. WITHDRAWALS OF 409A FUNDS. With the consent of the Committee prior to a Participant’s making a payment date election, the Participant may elect a specified payment date for any vested 409A Funds in his Other Account(s). Any such election of a specified payment date must be filed prior to calendar year in which begins the service period with respect to which the Company contribution to which such 409A Funds are attributable relates or, if later, any election deadline permitted under Code Section 409A for such 409A Funds which the Committee permits to be utilized in the administration of the Plan (including without limitation the December 31, 2005 payment election deadline of Question and Answer 19(c) of IRS Notice 2005-1 and the deadline of six months prior to the end of the performance period for a bonus or incentive pay which is payable for a period commencing after 2004, which is performance-based compensation, is based on services performed over a period of at least twelve months (within the meaning of Code Section 409A(a)(4)(B)(iii)). Any such payment date election therefor may not be modified or revoked by the Participant after the latest time for making the election. In the event of the Participant’s Termination of Service prior to the specified payment date, the payment date election shall be automatically revoked and the payment of the Participant’s Plan benefit shall be made as provided in Article VI. Any payment pursuant to this Section shall be made in a lump sum in cash or in such annual installments as the Committee may approve.

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ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.01. PARTICIPANT RIGHTS IN THE UNFUNDED PLAN. Any liability of the Company to any Participant with respect to any benefit shall be based solely upon the contractual obligations created by the Plan; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company. The Company’s obligations under this agreement shall be an unfunded and unsecured promise to pay. No Participant or his designated beneficiaries shall have any rights under the Plan other than those of a creditor of the Company. Assets segregated or identified by the Company for the purpose of paying benefits pursuant to the Plan remain general corporate assets subject to the claims of the Company’s creditors.

8.02. NON-ASSIGNABILITY. Neither a Participant nor his Beneficiary shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void and the Company shall thereupon have no further liability to such Participant or such Beneficiary hereunder. No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by any creditor of any Participant or Beneficiary for the payment of debt, judgment or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of the Participant, his designated Beneficiary or any other beneficiary hereunder.

8.03. TERMINATION OR AMENDMENT OF PLAN. The Company retains the right, at any time and in its sole discretion, to amend or terminate the Plan, in whole or in part. Any amendment of the Plan shall be approved by the Board, shall be in writing, and shall be communicated to the Participants. Notwithstanding the above, the Committee shall have the authority to change the requirements of eligibility or to modify the Investment Options hereunder. Except as provided in Section 8.12, no amendment of the Plan shall materially impair or curtail the Company’s contractual obligations arising from elections previously made or for benefits accrued prior to such amendment. Notwithstanding any other provision herein to the contrary other than prohibitions on impermissible distributions of 409A Funds under Code Section 409A, in the event of Plan termination, payment of Accrual Accounts shall occur not later than the last business day of the month following the month in which the termination is made effective.

8.04. CONTINUATION OF EMPLOYMENT. This Plan shall not be deemed to constitute a contract of employment between the Company and any Participant. Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Participant any right to continue in the employ of the Company or any subsidiary or affect the right of the Company or any subsidiary to terminate the employment of any Participant at any time with or without cause.

8.05. RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor the Company makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax or other implications or effects of the Plan.

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8.06. WITHHOLDING. Except as prohibited by Code Section 409A for 409A Funds, the Company shall withhold from or offset against any payment or accrual made under the Plan any taxes the Company determines it is required to withhold by applicable federal, state or local laws.

8.07. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any other incentive or other compensation plans in effect for the Company or any subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any subsidiary.

8.08. PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the successors and assigns of the Company.

8.09. SINGULAR, PLURAL; GENDER. Wherever appropriate in the Plan, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.

8.10. CONTROLLING LAW. The Plan shall be governed by and construed in accordance with the internal law, without regard to conflict of law principles, of the Commonwealth of Virginia to the extent not pre-empted by the laws of the United States of America.

8.11. ELECTRONIC ADMINISTRATION. Notwithstanding anything to the contrary in the Plan, the Committee may provide from time to time that Participant elections, and any other aspect of Plan administration may be made by telephonic or other electronic means rather than in paper form.

8.12. NONQUALIFIED DEFERRED COMPENSATION PLAN OMNIBUS PROVISION.

It is intended that any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan which is considered to be nonqualified deferred compensation subject to Code 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 Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. The Committee is authorized to amend the Plan or any election under the Plan as may be determined by it to be necessary or appropriate to evidence or further evidence required compliance with Code Section 409A.

It is specifically intended that all elections, consents and modifications thereto under the Plan will comply with the requirements of Code Section 409A (including any transition or grandfather rules thereunder). The Committee is authorized to adopt rules or regulations deemed necessary or appropriate in connection therewith to anticipate and/or comply the requirements of Code Section 409A (including any transition or grandfather rules thereunder).

It is also intended that if any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan is considered to be nonqualified deferred compensation subject to Code Section 409A but for being earned and vested as of December 31, 2004 (i.e., Non-409A Funds), then no material modification of the Plan after October 3, 2004 shall apply to such Plan benefits which are earned and vested as of December 31, 2004 unless such modification expressly so provides.

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ARTICLE IX

ADOPTION

The Company has adopted this restatement of the Plan pursuant to action taken by the Board.

As evidence of its adoption of this restatement of the Plan, Massey Energy Company has caused this document to be signed by its undersigned officer, this 22^ND day of February 2005, effective January 1, 2005.

MASSEY ENERGY COMPANY
	/s/ Don L. Blankenship
By:	Don L. Blankenship
Its:	Chairman, Chief Executive Officer and President

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MASSEY EXECUTIVE DEFERRED COMPENSATION PLAN

EXHIBIT I

Unless otherwise provided by the Committee, the Investment Options under the Plan are the available investment options under the Profit Sharing Plan (excluding the Massey Energy Stock Fund) as in effect from time to time. As of January 1, 2005, the following Investment Options are available under the Plan:

• INVESCO Stable Value Trust (managed by INVESCO Institutional (N.A.), Inc.).

• INVESCO Core Fixed Income Trust (managed by INVESCO Institutional (N.A.), Inc.).

• American Balanced Fund (managed by The American Funds Group).

• American Fundamental Investors (managed by The American Funds Group).

• Vanguard 500 Index (managed by The Vanguard Group, Inc.).

• AIM Constellation Fund (managed by AIM Investors, Inc.).

• PIMCO Renaissance Fund (managed by PIMCO Funds).

Unless otherwise provided by the Committee, the Default Investment Option under the Plan is the default investment fund under the Profit Sharing Plan. As of January 1, 2005, the Default Investment Option under the Plan is the INVESCO Stable Value Trust.

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EX-10.3

Exhibit 10.3

A.T. MASSEY COAL COMPANY, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated as of January 1, 2005)

A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

Effective August 1, 1995

TABLE OF CONTENTS

	Page
INTRODUCTION	1
ARTICLE I
DEFINITIONS
1.01.  Affiliates	1
1.02.  Beneficiary	1
1.03.  Board	1
1.04.  Bonus Award	2
1.05.  Change of Control	2
1.06.  Code	2
1.07.  Committee	2
1.08.  Company	2
1.09.  Deferred Account	2
1.10.  Deferred Benefit	2
1.11.  Election Date	2
1.12.  Election Form	2
1.13.  Eligible Employee	2
1.14.  Excess Benefit	3
1.15.  Excess Benefit Account	3
1.16.  Incentive Award	3
1.17.  409A Funds	3
1.18.  Investment Options	3
1.19.  Non-409A Funds	3
1.20.  Participant	3
1.21.  Plan	3
1.22.  Profit Sharing Plan	3
1.23.  Salary	3
1.24.  Terminate, Terminating, or Termination	3
ARTICLE II
PARTICIPATION
2.01.  Excess Benefits	3
2.02.  Salary Deferrals	4
2.03.  Incentive Award Deferrals	4
2.04.  Bonus Award Deferrals	4
ARTICLE III
EXCESS BENEFITS
3.01.  Applicability	4
3.02.  Amount of Benefit	4

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

3.03.  Deferral Periods	5
ARTICLE IV
DEFERRAL ELECTIONS
4.01.  Amounts Subject to Deferral	5
4.02.  Elections	5
4.03.  Deferral Periods	6
ARTICLE V
BENEFITS
5.01.  Accounts	7
5.02.  Distributions	7
ARTICLE VI
INVESTMENT OPTIONS
6.01.  Investment Options	8
6.02.  Election of Investment Options	9
6.03.  Method of Crediting Interest Adjustments	9
ARTICLE VII
OTHER DISTRIBUTION EVENTS
7.01.  Change of Control	9
7.02.  Unforeseeable Emergency	10
7.03.  Withdrawals of Non-409A Funds	10
ARTICLE VIII
PARTICIPANT RIGHTS IN THE UNFUNDED PLAN
ARTICLE IX
TERMINATION OF EMPLOYMENT
9.01.  Termination of Employment	11
9.02.  Vesting	11
9.03.  Reemployment	11
ARTICLE X
TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
10.01.  Amendment or Termination	12
10.02.  Notice Requirement	12
10.03.  Limitation on Amendment, Termination, etc.	12
10.04.  Effect of Plan Termination	12
ARTICLE XI
OTHER BENEFITS AND AGREEMENTS

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

ARTICLE XII
RESTRICTIONS ON TRANSFER OF BENEFITS
ARTICLE XIII
ADMINISTRATION OF THE PLAN
13.01.  The Committee	13
13.02.  Indemnification of the Committee	13
13.03.  Powers of the Committee	14
13.04.  Information	14
ARTICLE XIV
MISCELLANEOUS
14.01.  Binding Nature	14
14.02.  Governing Law.	14
14.03.  Use of Masculine and Feminine; Singular and Plural	14
14.04.  No Guarantee of Employment	14
14.05.  Electronic Administration	15
14.06.  Nonqualified Deferred Compensation Plan Omnibus Provision	15
ARTICLE XV
ADOPTION
EXHIBIT I
PLAN INVESTMENT OPTIONS	17

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

INTRODUCTION

The Board of Directors of A.T. Massey Coal Company, Inc. adopted the Executive Deferred Compensation Plan effective August 1, 1995. The Board determined that the adoption of the Plan would assist it in attracting and retaining those employees whose judgment, abilities and experience will contribute to its continued progress. The purpose of the Plan is to permit eligible employees to defer a portion of their salary, bonus and incentive awards and to provide a benefit for these employees whose benefits under the Company’s Profit Sharing Plan are limited by the application of certain limitation provisions of the Code. Eligible Employees are selected by the Committee to participate in the Plan.

The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974). The Plan must be administered and construed in a manner that is consistent with that intent.

The Company desires to amend and restate the Plan in order to provide for good faith compliance with Code Section 409A effective January 1, 2005, to the extent applicable to accounts under the Plan;

NOW, THEREFORE, the Company hereby declares that the current terms and conditions of the A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan as amended and restated effective January 1, 2005 are as follows:

ARTICLE I

DEFINITIONS

The following phrases or terms have the indicated meanings:

1.01. Affiliate means (i) any entity that is a member of a controlled group of corporations as defined in Code Section 1563(a), determined without regard to Code Sections 1563(a)(4) and 1563(e)(3)(c), of which the Company is a member according to Code Section 414(b); (ii) an unincorporated trade or business that is under common control with the Company as determined according to Code Section 414(c); (iii) a member of an affiliated service group of which the Company is a member according to Code Section 414(m); or (iv) any entity required to be aggregated according to Code Section 414(o).

1.02. Beneficiary means the person, persons, entity, entities or the estate of a Participant, who is designated by the Participant on a form provided by the Company to receive benefits on account of the Participant’s death, or in the absence of any designation, the personal representative of the Participant’s estate.

1.03. Board means the Board of Directors of A.T. Massey Coal Company, Inc.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

1.04. Bonus Award shall mean any bonus, pay adjustment, or other similar payment from the Company or any Affiliate designated by the Committee.

1.05. Change of Control shall be deemed to have occurred if, (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of Massey Energy Company (formerly named Fluor Corporation) having 25% or more of the total number of votes that may be cast for the election of directors of Massey Energy Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of Massey Energy Company or the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or Massey Energy Company or any successor to the Company or Massey Energy Company.

1.06. Code means the Internal Revenue Code of 1986, as amended, and, to the extent not inconsistent therewith, regulations and other guidance issued thereunder.

1.07. Committee means the Executive Benefit Committee appointed by the Board which shall, in accordance with the provisions of Article XII hereof, be responsible for the management and administration of the Plan.

1.08. Company means A.T. Massey Coal Company, Inc.

1.09. Deferred Account means a bookkeeping record established for each Participant who elects to receive a Deferred Benefit. A Deferred Account shall be established only for purposes of measuring a Deferred Benefit and not to segregate assets or to identify assets that may be used to satisfy a Deferred Benefit. A Deferred Account shall be credited with that amount of a Participant’s Salary, Bonus Award or Incentive Award deferred as a Deferred Benefit according to a Participant’s Election Form. A Deferred Account also shall be credited periodically with interest under Plan Article VI.

1.10. Deferred Benefit means the benefit available to an Eligible Employee who has executed a valid Election Form to defer his Salary, Bonus Award or Incentive Award.

1.11. Election Date means the date by which an Eligible Employee must submit a valid Election Form. An Eligible Employee’s Election Date shall be a date that is fifteen days prior to the payroll period for which his Salary will be reduced or, for a Bonus Award or Incentive Award deferred, the date specified in Plan Section 4.02.

1.12. Election Form means the form that a Participant uses to elect to receive a Deferred Benefit pursuant to Plan Section 4.01. A Participant’s distribution election, investment election and Beneficiary designation are part of the Participant’s Election Form.

1.13. Eligible Employee means an individual who (i) is employed by the Company or an Affiliate; and (ii) is a member of management or is a highly compensated employee.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

1.14. Excess Benefit means the benefit available to an Eligible Employee pursuant to Plan Section 3.02.

1.15. Excess Benefit Account means the bookkeeping record established for each Participant who is entitled to receive an Excess Benefit. An Excess Benefit Account shall be established only for purposes of measuring an Excess Benefit and not to segregate or to identify assets that may be used to satisfy an Excess Benefit. An Excess Benefit Account also shall be credited periodically with interest under Plan Article VI.

1.16. 409A Funds shall mean that part of any account balance considered to be deferred compensation and covered by the rules of Code Section 409A.

1.17. Incentive Award means any cash award made pursuant to the terms of the Massey Energy Company 1999 Executive Performance Incentive Plan or any other incentive plan of Massey Energy Company, the Company or any Affiliate designated by the Committee.

1.18. Investment Options shall mean the investment options shown on Exhibit I.

1.19. Non-409A Funds shall mean that part of any account balance not considered to be deferred compensation covered by the rules of Code Section 409A.

1.20. Participant means an Eligible Employee who satisfies the requirements for participation set forth in Article II. An individual shall remain a Participant only so long as the individual remains an Eligible Employee and he continues to satisfy such requirements.

1.21. Plan means the A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan.

1.22. Profit Sharing Plan means the Coal Company Salary Deferral and Profit Sharing Plan.

1.23. Salary means a Participant’s base salary and does not include commissions, bonuses or other irregular payments from the Company or any Affiliate designated by the Committee.

1.24. Terminate, Terminating, or Termination with respect to a Participant, mean the cessation of his employment with the Company on account of death, disability, severance or any other reason. In determining cessation of employment by reason of separation from service for purposes of the Plan and Code Section 409A, the Company and each Affiliate shall be treated as a single employer.

ARTICLE II

PARTICIPATION

2.01. Excess Benefits

The Committee shall designate the Eligible Employees who are entitled to accrue Excess Benefits under the Plan and shall determine the date such Eligible Employees may begin

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

participation. A Participant shall continue to participate until such date as the Committee may declare he is no longer a Participant entitled to accrue Excess Benefits or until the date that he is no longer an Eligible Employee.

2.02. Salary Deferrals

The Committee shall select the Eligible Employees who are entitled to defer all or a portion of their Salary pursuant to the provisions of Plan Section 4.02(a).

2.03. Incentive Award Deferrals

Any Eligible Employee who earns an Incentive Award will be entitled to defer such Incentive Award or portion thereof pursuant to the provisions of Plan Section 4.02(b).

2.04. Bonus Award Deferrals

The Committee shall select the Eligible Employees who are entitled to defer all or a portion of their Bonus Award pursuant to the provisions of Plan Section 4.02(c).

ARTICLE III

EXCESS BENEFITS

3.01. Applicability

This Article III applies only to those Participants who are eligible for an Excess Benefit pursuant to Plan Section 2.01.

3.02. Amount of Benefit

As of each December 31, the Company shall credit the Excess Benefit Account of each Eligible Employee with an amount equal to the sum of:

(a) the excess of the amount of Company matching contributions which would have been made to the account of such Eligible Employee for such calendar year under the Profit Sharing Plan, if such Eligible Employee had received a matching Company contribution at the percentage rate applicable to non-highly compensated participants, over the actual amount of Company matching contributions allocated to his accounts for such calendar year; plus

(b) the amount of Company matching contributions which would have been made to the account of such Eligible Employee for such calendar year under the Profit Sharing Plan, but for the limitations imposed by Code Sections 401(a)(17), 402(g) and 415, if the Employee had contributed to the Profit Sharing Plan the amounts deferred under Article IV of this Plan and received a Company matching contribution at the percentage rate applicable to non-highly compensated participants; provided, however, that in no event shall any Company matching contribution apply to amounts deferred, in excess of ten percent of the Eligible Employee’s total cash compensation (Salary, Bonus Awards and Incentive Awards combined), minus amounts contributed by the Eligible Employee under the Profit Sharing Plan. Interest shall accrue on a Participant’s Excess Benefit Account in accordance with Article VI.

-4-

A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

3.03. Deferral Periods

Unless otherwise permitted by the Committee, any time of payment election for Salary deferrals shall also apply to a Participant’s Excess Benefit. This rule may be applied for separate years or portions of a Participant’s Excess Benefit Account on such basis as it determines.

The time for filing a specified deferral period election a Participant’s Excess Benefit attributable to a year is the same as for filing a Salary deferral election for that same year, provided, however, that the Committee may permit a specified deferral period election to be made for a Participant’s Excess Benefit consisting of any 409A Funds not later than December 31, 2005 pursuant to transition rules under Code Section 409A.

ARTICLE IV

DEFERRAL ELECTIONS

4.01. Amounts Subject to Deferral

Subject to the effect of any previously authorized or required deductions, reductions or income or employment tax withholdings applicable to such compensation, an Eligible Employee may elect to defer all or any portion of his Salary, any Incentive Award or any Bonus Award.

4.02. Elections

(a) Salary Deferrals. The amount of Salary to be deferred for future payroll periods must be specified by the Eligible Employee in writing on an Election Form delivered to his corporate employer as a fixed percentage of Salary. A deferral election for a calendar year must be filed by the date designated by the Committee but in no event later than the last day of the calendar year immediately preceding the calendar it is to become effective and will continue in effect until a subsequent election or termination of the election is received by the Company and becomes effective, provided, however, that a deferral election may be filed through 30 days after a Eligible Employee is first designated as a Participant. Thereafter, a new Election Form may be filed annually by the date designated by the Committee but in no event later than the last day of the calendar year immediately preceding the calendar it is to become effective, and any modification or revocation shall be effective on the first day of the calendar year to which such modification or revocation relates. Notwithstanding the foregoing, the Committee may permit deferral elections to be made with respect to any amount payable in or attributable to 2005 or before by any designated date not later than March 15, 2005 pursuant to transition rules under Code Section 409A provided any such election utilizing such a transition rule is only effective with respect to compensation which is not yet payable and has not been paid when the deferral election is filed. Any Salary deferral election for a calendar year may not be changed, revoked or re-initiated after the latest time for making it or during the calendar year for which made except pursuant to such 2005 transition rules under Code Section 409A which the Committee permits to be used in the administration of the Plan.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

(b) Incentive Awards Deferrals. The amount of any Incentive Award to be deferred must be specified by the Eligible Employee in writing on an Election Form delivered to his corporate employer no later than the last day of the calendar year preceding the beginning of the period for which performance is measured in determining the amount of the Incentive Award. The amount to be deferred may be a fixed dollar amount or a percentage of the Incentive Award. Notwithstanding the foregoing, the Committee may permit deferral elections to be made (i) not later than March 15, 2005 pursuant to transition rules under Code Section 409A with respect to any amount payable in or attributable to 2005 or before by any designated date provided any such election utilizing such a transition rule is only effective with respect to compensation which is not yet payable and has not been paid when the deferral election is filed and/or (ii) not later than 6 months prior to the end of the period for which performance is measured in determining the amount of the Incentive Award for any Incentive Award which is performance-based compensation based on services performed over a period of at least 12 months (within the meaning of Code Section 409A(a)(4)(B)(iii)) and is payable after 2004. Any Incentive Award deferral election may not be modified or revoked by the Participant after the latest time for making the election.

(c) Bonus Awards Deferrals. The amount of any Bonus Award to be deferred must be specified by the Eligible Employee in writing on an Election Form delivered to his corporate employer no later than the last day of the calendar year preceding the beginning of the period for which the Bonus Award is paid. The amount to be deferred may be a fixed dollar amount or a percentage of the Bonus Award. Notwithstanding the foregoing, the Committee may permit deferral elections to be made (i) not later than March 15, 2005 pursuant to transition rules under Code Section 409A with respect to any amount payable in or attributable to 2005 or before by any designated date provided any such election utilizing such a transition rule is only effective with respect to compensation which is not yet payable and has not been paid when the deferral election is filed and/or (ii) not later than 6 months prior to the end of the period for which the Bonus Award is paid for any Bonus Award which is performance-based compensation based on services performed over a period of at least 12 months (within the meaning of Code Section 409A(a)(4)(B)(iii)) and is payable after 2004. Any Bonus Award deferral election may not be modified or revoked by the Participant after the latest time for making the election.

4.03. Deferral Periods

Unless otherwise specified by the Eligible Employee at the time of his deferral election, payment of such amounts shall be deferred until such Eligible Employee’s Termination. The Eligible Employee may specify a deferral period which may not extend beyond the date upon which such Eligible Employee reaches age 70 ¹/2. If a specific deferral period has been selected, the deferral period shall end upon the earlier to occur of (i) the Eligible Employee’s Termination or (ii) the expiration of the specified deferral period. Any specified deferral period may not be modified or revoked by the Participant after the latest time for making the deferral election in question. The Committee may permit separate deferral period elections for separate years or deferrals on such basis as it determines.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

The time for filing a specified deferral period election is the same as for filing the Salary, Incentive Award or Bonus Award deferral election to which it relates, provided, however, that the Committee may permit a specified deferral period election to be made for any 409A Funds not later than December 31, 2005 pursuant to transition rules under Code Section 409A.

ARTICLE V

BENEFITS

5.01. Accounts

(a) Deferred Benefit Account. Deferred Benefits shall be credited to a Deferred Account as of the last day of the payroll period in which the deferred Salary would have been paid and with respect to any Bonus or Incentive Award, as of the date such award is payable to the Eligible Employee. Interest shall accrue monthly on the balance in a Deferred Account as described in Article VI.

(b) Excess Benefit Account. Excess Benefits shall be credited to an Excess Benefit Account as of the time specified in Article III. Interest shall accrue monthly on the balance in a Excess Benefit Account as described in Article VI.

5.02. Distributions

(a) All Deferred Benefits and Excess Benefits, less withholding for applicable income and employment taxes, shall be paid in cash on the date specified in the Participant’s applicable Election Form or if not specified following the Participant’s Termination.

(b) Deferred Benefits and Excess Benefits shall be paid in a lump sum unless the Participant’s applicable Election Form specifies annual installment payments over a period of up to twenty years. Installment payments will be made in approximately equal amounts during each year of the installment period. For a Deferred Benefit or an Excess Benefit payable in installments, interest under Article VI shall continue to accrue on the unpaid balance of a Deferred Account or Excess Benefit Account, as applicable.

Unless otherwise specified in a Participant’s applicable Election Form, any lump sum payment shall be paid or installment payments shall begin January 31 of the year after the Participant’s Termination, provided, however, that no payment of 409A Funds shall be made, or commence to be made, earlier than the earliest time of payment permitted under Code Section 409A coinciding with or following the Participant’s Termination (including without limitation deferral of payment until six months after separation from service in the event the Participant is a key employee of a publicly traded employer).

Unless otherwise permitted by the Committee, any form of payment election for Salary deferrals shall also apply to a Participant’s Excess Benefit. Otherwise, the time for filing a form

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

of payment election for a Participant’s Excess Benefit attributable to a year is the same as for filing a Salary deferral election for that same year, provided, however, that the Committee may permit a specified deferral period election to be made for a Participant’s Excess Benefit consisting of any 409A Funds not later than December 31, 2005 pursuant to transition rules under Code Section 409A. This rule may be applied for separate years or portions of a Participant’s Excess Benefit Account on such basis as it determines.

Any specified form of payment may not be modified or revoked by the Participant after the latest time for making the deferral election in question. The Committee may permit separate form of payment elections for separate years or deferrals on such basis as it determines.

(c) Notwithstanding any other provision of this Plan or a Participant’s Election Form, the Committee in its sole discretion for a Participant’s Non-409A Funds may postpone, and the Committee shall for a Participant’s 409A Funds postpone, the distribution of all or part of a Deferred Benefit or Excess Benefit to the extent that the payment would not be deductible under Code Section 162(m). A Deferred Benefit of Excess Benefit distribution that is postponed pursuant to the preceding sentence shall be paid as soon as it is possible to do so within the deduction limitations of Code Section 162(m).

(d) A Participant or Beneficiary may not assign Deferred Benefits or Excess Benefits. Only one Beneficiary designation form may be effective at any one time to designate one or more Beneficiaries for all of his Deferred Benefits or Excess Benefits under the Plan. Such designations are revocable. Each Beneficiary shall receive his portion of the Participant’s Deferred Account and the Participant’s Excess Benefit Account, as applicable, on January 31 of the year following the Participant’s death. The Committee may insist that multiple Beneficiaries agree upon a single distribution method.

(e) If Plan interest adjustments are not determined on a daily valuation basis, unless otherwise determined by the Committee, any lump sum or installment payment shall be made in an initial payment and a true-up payment by paying 90% of the previous month end (or other time of valuation hereunder) balance at the designated payment date and then making a second payment truing up the payment which shall include both the remaining 10% plus an interest adjustment for the month (or partial portion of the month if paid earlier than the end of the month) of the initial 90% payment, which second payment shall be made during the month following the month of the initial payment. The Committee may change the 90% and 10% figures in order to anticipate substantial fluctuations in interest adjustments.

ARTICLE VI

INVESTMENT OPTIONS

6.01. Investment Options

The Company has selected the Investment Options described in Exhibit I any of which may be changed, modified or deleted, or additional investment options may be added, from time to time by the Committee.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

6.02. Election of Investment Options

(a) At the time that an Eligible Employee first becomes a Participant, the Participant shall allocate deferrals and accounts among the Investment Options. Such Investment Options will be used as a measure of the investment performance of his Deferred Account and his Excess Benefit Account, if applicable. A Participant may specify that all or any 10% multiple of his Deferred Account and his Excess Benefit Account, if applicable, be deemed to be invested in one or more of the Investment Options.

(b) A Participant may reallocate the Investment Options for his Deferred Account and his Excess Benefit Account once every six months (or more frequently as the Committee may permit) in 10% multiples (or such other multiple or a specified dollar amount as the Committee may permit). Any reallocation will be effective as of the first day of the calendar month (or such more frequent period as the Committee may provide) following the date on which an appropriately completed election form is received by the Committee. Until a Participant delivers a new Investment Option form to the Committee (or its delegate), his prior Investment Options shall control. If a Participant fails to select an Investment Option for his Deferred Account and his Excess Benefit Account, he shall be deemed to have elected the Default Investment Option as provided in Exhibit I.

6.03. Method of Crediting Interest Adjustments

Interest will be credited to a Participant’s Deferred Account and his Excess Benefit Account as follows: As of the last day of each month (or such more frequent period as the Committee may provide) in which any amount remains credited to the Deferred Account or the Excess Benefit Account of a Participant, each portion of such accounts deemed invested in a particular Investment Option shall either be credited or debited with an amount equal to that determined by multiplying the balance of such portion of such account as of the last day of the preceding month (or such more frequent period as the Committee may provide) by the return rate for that month (or other provided period) for the applicable Investment Option. As to the applicable amount distributed, the Company shall make crediting or debiting adjustments to each Participant’s Deferred Account or his Excess Benefit Account on the last day of the month (or such more frequent period as the Committee may provide) of the date of distribution.

ARTICLE VII

OTHER DISTRIBUTION EVENTS

7.01. Change of Control

Notwithstanding any other provision of this Plan, if a Participant’s employment with the Company or its subsidiaries Terminates for any reason other than death, within the two-year period beginning on the date that a Change of Control occurs, then the Company shall pay to the Participant within the first 15 days of the month following such termination a lump sum distribution of his Deferred Account and his Excess Benefit Account. If the Participant dies after Termination but before payment of any amount under this Plan Section, then such amount shall

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

be paid to the Beneficiary within the first 15 days of the month following the Participant’s death. Notwithstanding the foregoing, in the case of any 409A Funds, payment thereof shall not be made earlier than the earliest time of payment permitted under Code Section 409A. In addition, notwithstanding the foregoing, this Section 7.01 shall not apply to any Non-409A Funds to which this withdrawal right was not available on October 3, 2004.

7.02. Unforeseeable Emergency

(a) A distribution of a portion of a Participant’s Deferred Account or Excess Benefit Account because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need plus, in the case of a withdrawal of 409A Funds if approved by the Committee, amounts necessary to pay taxes reasonably anticipated as a result of the distribution. Whether an Unforeseeable Emergency has occurred will be determined solely by the Committee. Distributions in the event of a Unforeseeable Emergency may be made by and with the approval of the Committee upon written request by a Participant.

(b) An “Unforeseeable Emergency” is defined as a severe financial hardship to the Participant caused by sudden or unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in Code Section 152(a)), a loss of the Participant’s property due to casualty, or other extraordinary and unforeseeable circumstances caused by a result of events beyond the Participant’s control. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any event, any distribution under this Plan Section shall not exceed the amount required by the Participant to satisfy the Unforeseeable Emergency after (i) reimbursement or compensation through insurance or otherwise, (ii) liquidation of the Participant’s assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension, to the extent available under the Plan and not prohibited by the deferral election change rules of Code Section 409A, of deferrals under the Plan.

(c) Notwithstanding the foregoing, this Section shall not apply to any Non-409A Funds to which this withdrawal right was not available on October 3, 2004.

7.03. Withdrawals of Non-409A Funds

A Participant may elect by filing with the Company a form specified by the Committee, to receive an amount equal to 90% of his Non-409A Funds in his Deferred Account or Excess Benefit Account at any time prior to his Termination. The amount of any withdrawal shall be distributed to the Participant in a single lump sum as soon as administratively practical following such election. If a Participant makes an election described in this Plan Section, the balance of the Participant’s Non-409A Funds in his Deferred Account or Excess Benefit Account not distributed to the Participant shall be forfeited to the Company; and the amount to which he is entitled under this Section 7.03 shall be distributed to the Participant in a single lump sum as soon as administratively practical following such election. In addition, unless prohibited by the deferral election change rules of Code Section 409A, the Participant shall be prohibited from making a Salary deferral for the balance of the year in which this distribution is made and for the

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

following year. Unless prohibited by the deferral election change rules of Code Section 409A, any elections previously made pursuant to Plan Section 4.01 shall cease to be effective. Notwithstanding the foregoing, this Section shall not apply to any Non-409A Funds to which this withdrawal right was not available on October 3, 2004.

ARTICLE VIII

PARTICIPANT RIGHTS IN THE UNFUNDED PLAN

The Company has only a contractual obligation to pay the benefits described in the Plan. All benefits are to be satisfied solely out of the general corporate assets of the Company which shall remain subject to the claims of its creditors. No assets of the Company will be segregated or committed to the satisfaction of its obligations to any Participant or Beneficiary under this Plan. No obligation under the Plan shall be deemed to be secured by any pledge or any encumbrance on any property of the Company. Assets segregated or identified by the Company for the purpose of paying benefits pursuant to the Plan remain general corporate assets subject to the claims of the Company’s creditors.

ARTICLE IX

TERMINATION OF EMPLOYMENT

9.01. Termination of Employment

Except as provided in Plan Section 9.02, a Participant who ceases to be an Eligible Employee or whose employment with the Company and its Affiliates is terminated either with or without cause for reasons other than death or retirement, shall immediately cease to be a Participant under this Plan and shall forfeit all rights under this Plan. Further, except as provided in Plan Section 9.02, in no event shall an individual who was a Participant but is not a Participant at the time of such individual’s death or retirement, have any rights under the Plan. A Participant on authorized leave of absence from the Company shall not be deemed to have terminated employment or lost his status as an Eligible Employee for the duration of such leave of absence.

9.02. Vesting

A Participant’s right to amounts credited to his Deferred Account and his Excess Benefit Account are always fully vested and nonforfeitable.

9.03. Reemployment

A Participant who ceases to be an employee of the Company and who is subsequently reemployed by the Company shall not accrue any additional benefits on account of such later service for periods in which he is not a Participant.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

ARTICLE X

TERMINATION, AMENDMENT OR MODIFICATION OF PLAN

10.01. Amendment or Termination

Except as otherwise specifically provided, the Company reserves the right to terminate, amend or modify this Plan, wholly or partially, at any time and from time to time. Such right to terminate, amend or modify the Plan shall be exercised by the Board.

10.02. Notice Requirement

(a) Plan Section 10.01 notwithstanding, no action to terminate the Plan shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than 30 days prior to such action.

(b) Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company such notice shall be addressed to it at 4 North Fourth Street, Richmond, Virginia 23219; addressed to the attention of the Senior Vice President and General Counsel. If notice is to be given to a Participant, such notice shall be addressed to the Participant’s last known address.

10.03. Limitation on Amendment, Termination, etc.

The rights of the Company set forth in Plan Section 10.01 are subject to the condition that the Board or its delegate shall take no action to amend or terminate the Plan if such amendment or termination would decrease the benefit that has commenced prior to the effective date of the amendment or termination or would become payable if the Participant terminated for any reason (other than for cause) including death, on such effective date.

10.04. Effect of Plan Termination

Except as provided in Plan Sections 10.01 and 10.03 and in the following sentence, upon the termination of this Plan by the Board, the Plan shall no longer be of any further force or effect, and neither the Company, any Affiliate nor any Participant shall have any further obligation or right under this Plan. Likewise, the rights of any individual who was a Participant and whose designation as a Participant is revoked or rescinded by the Committee shall cease upon such action except with respect to benefits that have accrued for such individual as of the date of revocation or rescission.

Notwithstanding any other provision herein to the contrary, in the event of Plan termination, payment of 409A Funds in Deferred Accounts and Excess Benefit Accounts shall not occur earlier than any time permitted under Code Section 409A.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

ARTICLE XI

OTHER BENEFITS AND AGREEMENTS

The benefits provided for a Participant and his Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program of the Company for its employees, and, except as may otherwise be expressly provided for, the Plan shall supplement and shall not supersede, modify or amend any other plan or program of the Company in which a Participant is participating.

ARTICLE XII

RESTRICTIONS ON TRANSFER OF BENEFITS

No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or Beneficiary under the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then such right or benefit, in the discretion of the Committee, shall cease and terminate, and, in such event, the Committee may hold or apply the same or any part thereof for the benefit of such Participant or Beneficiary, his or her spouse, children, or other dependents, or any of them, in such manner and in such portion as the Committee may deem proper.

ARTICLE XIII

ADMINISTRATION OF THE PLAN

13.01. The Committee

The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee may adopt such rules and regulations as may be necessary to carry out the purposes hereof. The Committee’s interpretation and construction of any provision of the Plan shall be final and conclusive.

13.02. Indemnification of the Committee

The Company shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of membership on the Committee, excepting only expenses and liabilities arising out of a member’s own willful misconduct. Expenses against which a member of the Committee shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

13.03. Powers of the Committee

In addition to the powers hereinabove specified, the Committee shall have the power to compute and certify the amount and kind of benefits from time to time payable to Participants and their Beneficiaries under the Plan, to authorize all disbursements for such purposes, and to determine whether a Participant is entitled to a benefit under the Plan.

13.04. Information

To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their retirement, death or other cause for termination of employment, and such other pertinent facts as the Committee may require.

ARTICLE XIV

MISCELLANEOUS

14.01. Binding Nature

The Plan shall be binding upon the Company, any participating Affiliates and its successors and assigns, subject to the provisions set forth in Article X, and upon a Participant, his or her Beneficiary, and either of their assigns, heirs, executors and administrators.

14.02. Governing Law.

To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia (including its choice of law rules, except to the extent those rules would require the application of the law of a state other than Virginia) as in effect at the time of their adoption and execution, respectively.

14.03. Use of Masculine and Feminine; Singular and Plural

Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.

14.04. No Guarantee of Employment

The Plan does not in any way limit the right of the Company or an Affiliate at any time and for any reason to terminate the Participant’s employment or such Participant’s status as an Eligible Employee. In no event shall the Plan, by its terms or by implication, constitute an employment contract of any nature whatsoever between the Company or an Affiliate and a Participant.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

14.05. Electronic Administration

Notwithstanding anything to the contrary in the Plan, the Committee may provide from time to time that Participant elections, and any other aspect of Plan administration may be made by telephonic or other electronic means rather than in paper form.

14.06. Nonqualified Deferred Compensation Plan Omnibus Provision

It is intended that any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan which is considered to be nonqualified deferred compensation subject to Code 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 Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. The Committee is authorized to amend the Plan or any election under the Plan as may be determined by it to be necessary or appropriate to evidence or further evidence required compliance with Code Section 409A.

It is specifically intended that all elections, consents and modifications thereto under the Plan will comply with the requirements of Code Section 409A (including any transition or grandfather rules thereunder). The Committee is authorized to adopt rules or regulations deemed necessary or appropriate in connection therewith to anticipate and/or comply the requirements of Code Section 409A (including any transition or grandfather rules thereunder).

It is also intended that if any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan is considered to be nonqualified deferred compensation subject to Code Section 409A but for being earned and vested as of December 31, 2004 (i.e., Non-409A Funds), then no material modification of the Plan after October 3, 2004 shall apply to such Plan benefits which are earned and vested as of December 31, 2004 unless such modification expressly so provides.

ARTICLE XV

ADOPTION

The Company has adopted this restatement of the Plan pursuant to action taken by the Board.

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

As evidence of its adoption of this restatement of the Plan, A.T. Massey Coal Company, Inc. has caused this document to be signed by its undersigned officer, this 22^nd day of February, 2005, effective January 1, 2005.

	A.T. MASSEY COAL COMPANY, INC.
	/s/ Don L. Blankenship
By:	Don L. Blankenship
Its:	Chairman, Chief Executive Officer and President

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A.T. MASSEY COAL COMPANY, INC.

Executive Deferred Compensation Plan

(Amended and Restated as of January 1, 2005)

EXHIBIT I

PLAN INVESTMENT OPTIONS

Unless otherwise provided by the Committee, the Investment Options under the Plan are the available investment options under the Profit Sharing Plan (excluding the Massey Energy Stock Fund) as in effect from time to time. As of January 1, 2005, the following Investment Options are available under the Plan:

• INVESCO Stable Value Trust (managed by INVESCO Institutional (N.A.), Inc.).

• INVESCO Core Fixed Income Trust (managed by INVESCO Institutional (N.A.), Inc.).

• American Balanced Fund (managed by The American Funds Group).

• American Fundamental Investors (managed by The American Funds Group).

• Vanguard 500 Index (managed by The Vanguard Group, Inc.).

• AIM Constellation Fund (managed by AIM Investors, Inc.).

• PIMCO Renaissance Fund (managed by PIMCO Funds).

Unless otherwise provided by the Committee, the Default Investment Option under the Plan is the default investment fund under the Profit Sharing Plan. As of January 1, 2005, the Default Investment Option under the Plan is the INVESCO Stable Value Trust.

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