8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 23, 2008 (December 23, 2008)

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 Number)	(IRS Employer Identification No.)

4 North 4th Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name 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.

In response to passage of The American Jobs Creation Act of 2004 (the “Act”), the Board of Directors of Massey Energy Company (the “Company”) has taken steps to ensure that the Company’s deferred compensation plans, programs, and arrangements comply with new requirements under the Internal Revenue Code of 1986, as amended (the “Code”). Specifically, the Act added a new section to the Code, Section 409A (“Section 409A”), which imposes new requirements on deferred compensation arrangements. Accordingly, the Company’s Board of Directors authorized and directed the amendment of the Company’s deferred compensation plans, programs and arrangements and authorized and directed that steps be taken to ensure that any other deferred compensation plans, programs, or arrangements of the Company comply with Section 409A. The amended and restated plans, programs and arrangements were entered into as of December 23, 2008, and will be effective as of January 1, 2009. Most of the changes made to these plans, programs and arrangements are not material and have been made only for the purpose of clarification or conforming to the requirements of Section 409A.

The changes to these plans, programs and arrangements include, among other changes, the following, as applicable:

• to provide that amounts payable under certain equity and incentive compensation awards will be paid no later than two and one-half months after the end of year in which vested, and to clarify the payment of non-stock dividends on restricted stock will be made currently as paid to other shareholders, in order for those payments to be exempt from Section 409A as short term deferrals;

• to provide for vesting on retirement under certain of the agreements in connection with a participant’s cessation of service on the Company’s Board of Directors only with the express approval by the Board of Directors or the committee that administers the Company’s 2006 Stock and Incentive Compensation Plan;

• to provide for payment and provision of benefits only at times permitted by Section 409A, including if an executive resigns as a result of an adverse change in employment conditions that is considered to be a “termination of employment” under Section 409A;

• to conform the “change in control” provisions in certain plans to the Section 409A definition - a “change in control shall be deemed to occur if (i) a third person acquires thirty percent (30%) or more of the voting power of the Company to elect directors (in lieu of twenty-five percent (25%)) within a 12-month period, or (ii) if as the result of any cash tender or exchange offer, merger or other business combination the Board of Directors of the Company is replaced by persons whose appointment was not endorsed by a majority of the directors before such transaction;

• to decrease the period from 36 months to 24 months under which an executive can receive benefits if his/her employment is terminated after a change in control and, in the case of certain equity and incentive compensation awards or arrangements, to eliminate any payment due to voluntary cessation of employment after a change in control;

• to define cessation of employment to mean a “separation from service” within the meaning of Section 409A where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services the executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or, if lesser, the period of executive’s service);

• to provide that “specified employees” (as defined for Section 409A purposes) will not be paid amounts from certain programs until the date that is six months after such employee’s separation from service or, if earlier, his/her death; and

• to provide that a participant’s deferral elections and time and form of payment elections comply with the limitations of Section 409A and that deferral elections in effect at the time of a 401(k) hardship withdrawal will be cancelled so that no further deferrals will be made.

All plans and agreements to which changes have been made are filed as exhibits to this Form 8-K and are incorporated herein by reference.

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

The information required by this Item 5.02 is included in Item 1.01 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Massey Energy Company Non-Employee Director Compensation Summary (as amended and restated, effective January 1, 2009) [filed as Exhibit 10.1 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.2	Form of Non-Employee Director Initial Restricted Stock Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.3	Form of Non-Employee Director Initial Restricted Unit Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.4	Form of Non-Employee Director Annual Restricted Stock Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.5	Form of stock option agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.3 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.6	Form of restricted stock agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.4 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.7	Form of restricted unit agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.5 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].

10.8	Form of cash incentive award agreement based on earnings before taxes under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.6 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.9	Form of cash incentive award agreement based on earnings before interest, taxes, depreciation and amortization under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.7 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.10	Retention and Employment Agreement as Amended and Restated, effective January 1, 2009, between Massey Energy Company and John Christopher Adkins.
10.11	Letter Agreement, originally dated November 13, 2007, as Amended and Restated effective January 1, 2009 between Massey Energy Company and Don L. Blankenship.
10.12	Employment Agreement as Amended and Restated, effective January 1, 2009, between Massey Energy Company and Michael K. Snelling.
10.13	Massey Executives’ Supplemental Benefit Plan (as amended and restated effective January 1, 2009).
10.14	Massey Energy Company 1996 Executive Stock Plan (as amended and restated, effective January 1, 2009).
10.15	Massey Energy Company 1999 Performance Incentive Plan (as amended and restated ,effective January 1, 2009).
10.16	Massey Energy Company 2006 Stock and Incentive Compensation Plan (as amended and restated, effective January 1, 2009).
10.17	Massey Executive Deferred Compensation Program (as amended and restated, effective January 1, 2009).
10.18	Massey Energy Company Deferred Directors’ Fees Program (as amended and restated, effective January 1, 2009).
10.19	A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan (as amended and restated, effective January 1, 2009) .
10.20	A.T. Massey Coal Company, Inc. Supplemental Benefit Plan (as amended and restated, effective January 1, 2009).
10.21	Massey Energy Company Stock Plan for Non-Employee Directors (as amended and restated, effective January 1, 2009).
10.22	Massey Energy Company 1997 Restricted Stock Plan for Non-Employee Directors (as amended and restated, effective January 1, 2009).
10.23	Amendment to Donald L. Blankenship’s Special Successor and Development Retention Program effective January 1, 2009.
10.24	Change in Control Severance Agreement between Massey Energy Company and Don L. Blankenship (as amended and restated, effective January 1, 2009).

10.25	Change in Control Severance Agreement between Massey Energy Company and Christopher Adkins (as amended and restated, effective January 1, 2009).
10.26	Change in Control Severance Agreement between Massey Energy Company and Eric B. Tolbert (as amended and restated, effective January 1, 2009).
10.27	Change in Control Severance Agreement between Massey Energy Company and Michael K. Snelling (as amended and restated, effective January 1, 2009).
10.28	Amendment to A.T. Massey Coal Company, Inc. Executive Retirement Plan Trust effective January 1, 2009.

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: December 23, 2008
	By:	/s/ Richard R. Grinnan
	Name:	Richard R. Grinnan
	Title:	Vice President and Corporate Secretary

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Massey Energy Company Non-Employee Director Compensation Summary (as amended and restated, effective January 1, 2009) [filed as Exhibit 10.1 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.2	Form of Non-Employee Director Initial Restricted Stock Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.3	Form of Non-Employee Director Initial Restricted Unit Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.4	Form of Non-Employee Director Annual Restricted Stock Award Agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.5	Form of stock option agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.3 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.6	Form of restricted stock agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.4 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.7	Form of restricted unit agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.5 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.8	Form of cash incentive award agreement based on earnings before taxes under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.6 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.9	Form of cash incentive award agreement based on earnings before interest, taxes, depreciation and amortization under the Massey Energy Company 2006 Stock and Incentive Compensation Plan [filed as Exhibit 10.7 to Massey’s current report on Form 8-K filed November 14, 2008 and incorporated by reference].
10.10	Retention and Employment Agreement as Amended and Restated, effective January 1, 2009, between Massey Energy Company and John Christopher Adkins.
10.11	Letter Agreement, originally dated November 13, 2007, as Amended and Restated effective January 1, 2009 between Massey Energy Company and Don L. Blankenship.
10.12	Employment Agreement as Amended and Restated, effective January 1, 2009, between Massey Energy Company and Michael K. Snelling.
10.13	Massey Executives’ Supplemental Benefit Plan (as amended and restated effective January 1, 2009).
10.14	Massey Energy Company 1996 Executive Stock Plan (as amended and restated, effective January 1, 2009).

10.15	Massey Energy Company 1999 Performance Incentive Plan (as amended and restated ,effective January 1, 2009).
10.16	Massey Energy Company 2006 Stock and Incentive Compensation Plan (as amended and restated, effective January 1, 2009).
10.17	Massey Executive Deferred Compensation Program (as amended and restated, effective January 1, 2009).
10.18	Massey Energy Company Deferred Directors’ Fees Program (as amended and restated, effective January 1, 2009).
10.19	A.T. Massey Coal Company, Inc. Executive Deferred Compensation Plan (as amended and restated, effective January 1, 2009) .
10.20	A.T. Massey Coal Company, Inc. Supplemental Benefit Plan (as amended and restated, effective January 1, 2009).
10.21	Massey Energy Company Stock Plan for Non-Employee Directors (as amended and restated, effective January 1, 2009).
10.22	Massey Energy Company 1997 Restricted Stock Plan for Non-Employee Directors (as amended and restated, effective January 1, 2009).
10.23	Amendment to Donald L. Blankenship’s Special Successor and Development Retention Program effective January 1, 2009.
10.24	Change in Control Severance Agreement between Massey Energy Company and Don L. Blankenship (as amended and restated, effective January 1, 2009).
10.25	Change in Control Severance Agreement between Massey Energy Company and Christopher Adkins (as amended and restated, effective January 1, 2009).
10.26	Change in Control Severance Agreement between Massey Energy Company and Eric B. Tolbert (as amended and restated, effective January 1, 2009).
10.27	Change in Control Severance Agreement between Massey Energy Company and Michael K. Snelling (as amended and restated, effective January 1, 2009).
10.28	Amendment to A.T. Massey Coal Company, Inc. Executive Retirement Plan Trust effective January 1, 2009.

EX-10.2

Exhibit 10.2

MASSEY ENERGY COMPANY

Non-Employee Director Initial Restricted Stock Award Agreement

[            ] Shares of Restricted Stock

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

1. Award of Restricted Stock. Pursuant to the Plan, the Committee that administers the Plan granted to Participant effective the date upon which the Agreement becomes fully executed (the “Date of Grant”), subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of              shares, hereinafter described as “Restricted Stock.”

2. Restrictions. Except as provided in this Agreement, the shares of Restricted Stock are nontransferable and are subject to a substantial risk of forfeiture.

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

4. Vesting. Subject to Paragraph 6 and except as provided in Paragraphs 5 and 7 below, Participant’s interest in the shares of Restricted Stock shall become transferable and nonforfeitable (“Vested”) with respect to one-third of the shares of Restricted Stock on each of                                 ,         ,                                 ,         , and                                 ,         .

5. Death, Retirement or Disability. If Participant dies, retires or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“Permanently and Totally Disabled”) while serving on the Board and prior to the forfeiture of the shares of Restricted Stock under Paragraph 6 below, Participant’s Restricted Stock shall be “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse). For purpose of this Agreement, retirement shall mean Participant’s cessation of service on the Board with the express approval (which may be withheld and is not guaranteed) at such time by the Board of Directors, or the Committee that administers the Plan, of such cessation being retirement, and a Vesting event, for purposes of the Restricted Stock; and if such approval is not provided, then such cessation shall not be considered retirement for purposes hereof and such cessation shall not operate to Vest the Restricted Stock.

6. Forfeiture. Subject to Paragraph 5 above and Paragraph 7 below, all shares of Restricted Stock that are not then Vested shall be forfeited if Participant’s service on the Board terminates for any reason.

7. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s Restricted Stock shall be Vested if Participant’s service terminates within two years following a Change in Control other than on account of a voluntary resignation from service on the Board.

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

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

10. Custody of Certificates. Custody of stock certificates evidencing the shares of Restricted Stock shall be retained by the Company. The Company shall deliver to Participant the stock certificates evidencing the shares of Restricted Stock that Vest.

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

If to the Company:

Massey Energy Company

4 North Fourth Street

Richmond, Virginia 23219

Attn: Corporate Secretary

If to Participant:

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

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13. No Right to Continued Service. This Agreement does not confer upon Participant any right to continue to serve on the Board of Directors of the Company, nor shall it interfere in any way with the right of the Company to terminate such service at any time, if permissible.

14. Change in Capital Structure. The terms of this Agreement shall be adjusted as the Committee determines is equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee, necessitates such action.

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

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

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

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

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

MASSEY ENERGY COMPANY
	Date:                         ,
[Authorized Officer]
[Title]
	Date:                         ,
[Participant]

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EX-10.3

Exhibit 10.3

MASSEY ENERGY COMPANY

Non-Employee Director Initial Restricted Unit Award Agreement

[            ] Restricted Units

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

1. Award of Restricted Units. Pursuant to the Plan, the Committee that administers the Plan granted to Participant effective the date upon which the Agreement becomes fully executed, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of              Restricted Units. The Restricted Units shall become earned and payable only in cash as more fully set forth herein. Payment of the value of the Restricted Units which become Vested (as defined below) shall be made on the date the Restricted Units become Vested.

2. Restrictions. Except as provided in this Agreement, the Restricted Units are nontransferable and are subject to a substantial risk of forfeiture.

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

4. Death, Retirement or Disability. If Participant dies, retires or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“Permanently and Totally Disabled”) while serving on the Board and prior to the forfeiture of the shares of Restricted Units under Paragraph 5 below, Participant’s Restricted Units shall be “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse). For purpose of this Agreement, retirement shall mean Participant’s cessation of service on the Board with the express approval (which may be withheld and is not guaranteed) at such time by the Board of Directors, or the Committee that administers the Plan, of such cessation being retirement, and a Vesting event, for purposes of the Restricted Units; and if such approval is not provided, then such cessation shall not be considered retirement for purposes hereof and such cessation shall not operate to Vest the Restricted Units.

5. Forfeiture. Subject to Paragraph 4 above and Paragraph 6 below, all shares of Restricted Units that are not then Vested shall be forfeited if Participant’s service on the Board terminates for any reason.

6. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s Restricted Stock shall be Vested if Participant’s service terminates within two years following a Change in Control other than on account of a voluntary resignation from service on the Board.

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

If to the Company:

Massey Energy Company

4 North Fourth Street

Richmond, Virginia 23219

Attn: Corporate Secretary

If to Participant:

8. No Right to Continued Service. This Agreement does not confer upon Participant any right to continue to serve on the Board of Directors of the Company, nor shall it interfere in any way with the right of the Company to terminate such service at any time, if permissible.

9. Change in Capital Structure. The terms of this Agreement shall be adjusted as the Committee determines is equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee, necessitates such action.

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

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

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

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

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

MASSEY ENERGY COMPANY
	Date:                         ,
[Authorized Officer]
[Title]
	Date:                         ,
[Participant]

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EX-10.4

Exhibit 10.4

MASSEY ENERGY COMPANY

Non-Employee Director Annual Restricted Stock Award Agreement

[            ] Shares of Restricted Stock

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

1. Award of Restricted Stock. On                 ,         , pursuant to the Plan, the Committee granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of              shares, hereinafter described as “Restricted Stock.”

2. Restrictions. Except as provided in this Agreement, the shares of Restricted Stock are nontransferable and are subject to a substantial risk of forfeiture.

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

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

5. Death, Retirement, or Disability. If Participant dies, retires or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“Permanently and Totally Disabled”) while serving on the Board and prior to the forfeiture of the shares of Restricted Stock under Paragraph 6 below, Participant’s Restricted Stock shall be “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse). For purpose of this Agreement, retirement shall mean Participant’s cessation of service on the Board with the express approval (which may be withheld and is not guaranteed) at such time by the Board of Directors, or the Committee that administers the Plan, of such cessation being retirement, and a Vesting event, for purposes of the Restricted Stock; and if such approval is not provided, then such cessation shall not be considered retirement for purposes hereof and such cessation shall not operate to Vest the Restricted Stock.

6. Forfeiture. Subject to Paragraph 5 above and Paragraph 7 below, all shares of Restricted Stock that are not then Vested shall be forfeited if Participant’s service on the Board terminates for any reason.

7. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s Restricted Stock shall be Vested if Participant’s service terminates within two years following a Change in Control other than on account of a voluntary resignation from service on the Board.

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

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

8. Custody of Certificates. Custody of stock certificates evidencing the shares of Restricted Stock shall be retained by the Company. The Company shall deliver to Participant the stock certificates evidencing the shares of Restricted Stock that Vest.

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

If to the Company:

Massey Energy Company

4 North Fourth Street

Richmond, Virginia 23219

Attn: Corporate Secretary

If to Participant:

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

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11. No Right to Continued Service. This Agreement does not confer upon Participant any right to continue to serve on the Board of Directors of the Company, nor shall it interfere in any way with the right of the Company to terminate such service at any time, if permissible.

12. Change in Capital Structure. The terms of this Agreement shall be adjusted as the Committee determines is equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Committee, necessitates such action.

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

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

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

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

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

MASSEY ENERGY COMPANY
	Date:                         ,
[Authorized Officer]
[Title]
	Date:                         ,
[Participant]

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EX-10.10

Exhibit 10.10

RETENTION AND EMPLOYMENT AGREEMENT

AS AMENDED AND RESTATED

THIS RETENTION AND EMPLOYMENT AGREEMENT (this “Agreement”), originally effective on November 13, 2007 (the “Effective Date”), is made on December 23, 2008 between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and John Christopher Adkins (the “Executive”). This Agreement amends, restates and supersedes the Retention and Employment Agreement between the Company and the Executive effective as of the Effective Date (the “Original Agreement”).

WITNESSETH:

WHEREAS, Executive is employed by Massey Coal Services, Inc. and is a senior executive of the Company or one of its Subsidiaries (as defined in Section 18) and has made and is expected to continue to make major contributions to the short-term and long-term profitability, growth and financial strength of the Company; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued retention, attention and dedication of, and to contract for the continued rendering of services by Executive, in connection with his assigned duties; and

WHEREAS, in consideration of Executive’s continued employment with the Company or any Subsidiary of the Company, the Company desired to provide Executive with certain compensation and benefits set forth in this Agreement; and

WHEREAS, the Company and the Executive entered into the Original Agreement, effective as the Effective Date; and

WHEREAS, the Company and the Executive now desire to amend and restate the Original Agreement to reflect provisions of Section 409A of the Code and the final regulations issued thereunder, which amendment is to be effective as of the original Effective Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 18 and throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Employment.

1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive with the Company or any Subsidiary of the Company during the term hereof in the executive position of Senior Vice President and Chief Operating Officer. In such capacity, Executive shall report to the Chief Executive Officer and President of the Company, and shall have the customary powers, responsibilities and authorities of executives holding such positions in corporations of the size, type and nature of the Company, as it exists from time to time, and as are assigned by the Chief Executive Officer and President.

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

2. Term of Employment. Executive’s term of employment under this Agreement commenced on the Effective Date and, subject to termination by the terms hereunder, shall have an initial term of three years, ending on November 12, 2010 (the “Term of Employment”); provided, however, that this Agreement shall continue in effect for a period of twenty-four (24) months beyond the term provided herein if a Change of Control occurs during the period that this Agreement is in effect.

3. Compensation.

3.1 Salary. Effective January 1, 2008, the Executive’s base salary (“Base Salary”) shall be increased from an annual rate of $360,000 to $378,000. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company (but no less frequently than monthly). During the Term of Employment, the Board shall, in good faith, review, at least annually, Executive’s Base Salary in accordance with the Company’s customary procedures and practices regarding the salaries of senior executives and may, if determined by the Board to be appropriate, increase Executive’s Base Salary following such review. “Base Salary” for all purposes herein shall be deemed to be a reference to any such increased amount.

3.2 Annual Bonus. In addition to his Base Salary, during the Term of Employment, Executive shall be eligible to receive an annual cash bonus award (the “Annual Cash Bonus”) with a target amount equal to $325,000 (the “Target Bonus”) for the Company’s 2008 fiscal year, $350,000 for the Company’s 2009 fiscal year, and $375,000 for the Company’s 2010 fiscal year or any subsequent fiscal year, subject to the terms and conditions set forth by the Compensation Committee of the Board for such fiscal year. The Annual Cash Bonus awards shall be payable to Executive at the time bonuses are paid to its executive officers in accordance with the Company’s policies and practices as set by the Board.

3.3 Discretionary Bonus. In addition to the Annual Cash Bonus described above in subsection 3.2, the Executive shall also be eligible during the term of this Agreement to receive an annual discretionary bonus (“Discretionary Bonus”) in an amount not to exceed $22,000 to be paid to the Executive at the discretion of the Chief Executive Officer and President. If the Chief Executive Officer and President determines in his discretion to pay the Discretionary Bonus for a year to the Executive, payment of such Discretionary Bonus for a year shall be made in a lump sum to the Executive on the November 1 on or immediately following the determination to award and pay the same, but in no event later than the 15^th day of the third month following immediately after the end of Executive’s taxable year in which the determination to pay the Discretionary Bonus is made.

3.4 Long Term Incentive Plan. The Executive shall be eligible for an on-going annual award in the Company’s Long-Term Incentive Plan (the “Plan”) consistent with other executives at the Executive’s current level with a target award value of not less than $500,000. The award opportunity will be reviewed on an annual basis and adjustments to the award structure may be made as deemed appropriate by the Compensation Committee. Each such award shall be subject to all the terms, conditions and performance requirements established by the Compensation Committee at each of the annual meetings where it grants awards to all other participants in the Plan, and each of the awards shall be governed by and subject to the terms of the award agreements and the Massey Energy 2006 Stock and Incentive Plan (or any successor plan).

3.5 Retention Award. The Executive shall receive an annual retention cash award of $150,000 to be paid in a lump sum on each of January 1, 2008, January 1, 2009, and January 1, 2010 (the “Retention Awards”) provided the Executive remains continuously employed by the Company through each of the respective payment dates.

4. Employee Benefits.

4.1 Equity- and Cash-Based Compensation. Any outstanding agreement made with Executive under the Company’s long-term cash and equity incentive program, including stock option, restricted stock, restricted unit, other equity or cash-based incentive awards or other equity or cash-based incentive agreements as of the Effective Date (the “Ancillary Documents”) shall remain in full force and effect and shall not be affected by this Agreement but shall remain subject to the applicable terms of Executive’s Change in Control Agreement.

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4.2 Employee Benefit Programs, Plans and Practices; Perquisites. The Company shall provide Executive while employed hereunder with coverage under such employee benefit plans (commensurate with his position in the Company and to the extent permitted under any employee benefit plan) in accordance with the terms thereof, Directors and Officers insurance policy, which covers claims arising out of actions or inactions occurring during the Term of Employment, in accordance with the Directors and Officers insurance policy, and other employee benefits which the Company may make available to its senior executives from time to time in its discretion. The Company also shall provide Executive while employed hereunder with perquisites which the Company may make available to its senior executives from time to time in its discretion.

4.3 Home Loan. The outstanding agreement made with Executive concerning the purchase of Executive’s residence was modified as of the Effective Date so that the entire outstanding principal balance, together with all accrued interest, on the Effective Date was forgiven at such time. In addition, the Company shall reimburse the Executive for taxes incurred by the Executive in connection with such principal and interest forgiveness as of the Effective Date; and such reimbursement shall occur, and/or in its discretion the Company may pay directly to the applicable taxing authority in lieu of such tax reimbursement to the Executive, no later than ten (10) days after the Executive presents satisfactory documentation of the taxes incurred and a determination by the Company of the taxes incurred, provided that, except as provided in the next sentence, all payments to be made under this Section 4.3 must be made by the end of the Executive’s taxable year next following the Executive’s s taxable year in which the income recognition event occurs for tax purposes. Any right to reimbursement arising due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.

5. Termination of Employment; Severance Benefit.

5.1 Employment Rights. Executive and the Company acknowledge that the employment of Executive by the Company is “at will.” Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive to have Executive remain in the employment of the Company or any Subsidiary.

5.2 Severance Benefit. The Executive previously entered into a Change in Control Agreement which shall govern the Executive’s rights, duties and obligations in the event of the Executive’s cessation of employment with the Company (or any successor) covered by the Change in Control Agreement. In the event of the Executive’s cessation of employment with the Company during the period of this Agreement for any reason other than for “Cause” (as defined, and determined pursuant to the procedure in the Change in Control Agreement) under circumstances where such cessation of employment is not covered by the Change in Control Agreement, then the Company shall pay to the Executive or if the Executive is deceased to the Executive’s estate, within 30 days following Executive’s cessation of employment with the Company, a lump sum payment equal to 2.5 times the sum of the Executive’s Base Salary of $378,000, plus the Annual Cash Bonus target amount in effect for the fiscal years remaining under this Agreement in which the Executive’s Termination Date occurs (the “Severance Benefit”), unless the Executive elects to terminate his employment voluntarily during the term of this Agreement other than for any reason which would constitute “a Constructive Termination Associated with a Change in Control” (as defined, and determined pursuant to the procedure, in the Change in Control Agreement, under circumstances where such Constructive Termination is not covered by the Change in Control Agreement).

5.3 Cessation of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled to receive disability benefits

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under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under Section 5.2 and shall not receive the Severance Benefit provided for in Section 5.2. If Executive’s employment terminates on account of Cause or because of his death, Executive shall not be considered to have terminated employment under Section 5.2 and shall not receive the Severance Benefit provided for in Section 5.2.

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

7. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. Payments or provision of benefits in connection with a separation from service payment event will be delayed, to the extent applicable, until six months after the separation from service or, if earlier, the Executive’s death, if the Executive is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period (or, if lesser, the period of Executive’s employment or service).

8. Enforcement. Without limiting the rights of Executive at law or in equity, except as provided in Section 9, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues consistent with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change.

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9. Tax Limitation on Payments by the Company. The provisions of this Section 9 shall apply notwithstanding anything in this Agreement to the contrary.

(a) In the event that it shall be determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive of receiving the Gross-Up Payment does not exceed the Reduced Amount (as defined below) by more than the lesser of $50,000 or 10% (as compared to the Net After-tax Benefit to Executive resulting from elimination of the Gross-Up Payment, then the Company shall not pay Executive the Gross-Up Payment and the Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Payments does not exceed the Reduced Amount; provided, however, that no such reduction shall be effected, but no Gross-up Payment shall be made, if the Net After-tax Benefit to Executive of receiving all of the Payments exceeds by more than the lesser of $50,000 or 10% of the Net After-tax Benefit to Executive resulting from having such Payments so reduced. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage. For purposes of this Section 9, the following terms have the following meanings:

(i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Executive’s employment terminates.

(ii) “Payment” means any payment or distribution or provision of benefits by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions required by this Section 9.

(iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(iv) “Reduced Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code.

(b) Except as set forth in the next sentence, all determinations to be made under this Section 9 shall be made by the nationally recognized independent public accounting firm used by the Company prior to the Termination Date (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten days of Executive’s Termination Date. If determined by the Accounting Firm to be excludible from parachute payments under Section 280G of the Code, the value of Executive’s non-competition covenant under Section 13(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both Executive and the Company, and a portion of the Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c) If the Accounting Firm determines that Payments should be reduced, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and Executive and shall be made within twenty (20) business days of Executive’s Termination Date.

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(d) While it is the intention of the Company and Executive to reduce the amounts payable or distributable to Executive hereunder only if the aggregate Net After-tax Benefit to Executive would thereby be increased in the manner provided for herein, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(e) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 9 shall be borne solely by the Company.

(f) All payments to be made under this Section 9 (other than the Underpayment described in Section 9(d)) must be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Company remits the related taxes. Any right to reimbursement incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.

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

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11. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys’ fees and expenses associated with such litigation or arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the foregoing, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive under this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counsel to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 11 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the expense and the Executive will be entitled to receive any balance thereof as soon as administratively feasible after the termination of such litigation or arbitration or any settlement thereof under terms on which the Executive substantially prevails.

12. Confidentiality. Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 12) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 12 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).

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

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

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

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

(d) Remedies for Breach. In the event Executive’s employment ceases and Executive is entitled to receive or has received after the Effective Date one or more Annual Cash Bonus Awards under Section 3.2 for the last twelve months of his employment and/or the Severance Benefit under Section 5.2 (collectively the “Non-Competition Compensation”), pursuant to Section 5.2, the Company’s obligations to provide the Non-Competition Compensation shall be and is expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the Non-Competition Compensation shall cease, and Executive shall be obligated to return to the Company any all such Non-Competition Compensation previously received by him. In addition, it is recognized that damages in the event of breach of this Section 13 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of the express rights to cease or recover payment and the value of the Non-Competition Compensation otherwise provided for and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) For purposes of this Section 13, the following terms have the following meanings:

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

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

(f) Reasonableness. In the event that the provisions of this Section 13 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

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

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

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

(b) This Agreement will inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. This Agreement will supersede the provisions of any prior employment agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, other than the Executive’s Change in Control Agreement, and such provisions in such employment agreements will be null and void. This foregoing sentence shall have no impact on Section 4.1 of this Agreement.

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

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

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

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

(b) “Change in Control” means a “Change of Control” as defined in the Change in Control Agreement.

(c) “Change in Control Agreement” means that certain agreement first entered into between the Executive and the Company as of December 21, 2005 and as thereafter amended or replaced.

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

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

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

(g) “Termination Date” means the last day of Executive’s employment with the Company or any Subsidiary.

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

20. Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement (other than an action to enforce the covenants in Section 13 hereof) or the Ancillary Documents shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. Subject to Section 11 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

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21. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.

22. Entire Agreement. This Agreement and the Ancillary Documents contain the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding, both written and oral, between the Company, any affiliate of the Company or any predecessor of the Company or affiliate of the Company and Executive.

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

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

25. Survival. Notwithstanding the expiration of the term of this Agreement, the provisions of Sections 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 16, 19, 20, 21 and 25 hereunder shall remain in effect as long as is reasonably necessary to give effect thereto in accordance with the terms hereof.

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

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

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of December 23, 2008.

MASSEY ENERGY COMPANY
By:	/s/ Don L. Blankenship
Name:	Don L. Blankenship
Title:	Chairman, Chief Executive Officer and President
/s/ John Christopher Adkins
John Christopher Adkins

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EX-10.11

Exhibit 10.11

December 23, 2008

Mr. Don L. Blankenship

24406 U.S. Route 119

Belfry, KY 41514

Dear Don:

This letter amends and restates Appendix A to your November 13, 2007 letter summarizing our agreement regarding your continued employment as Chairman, Chief Executive Officer and President of Massey Energy Company, through December 31, 2009. The sole purpose of the changes to Appendix A is to comply with Section 409A of the Internal Revenue Code.

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

Sincerely,

General Robert H. Foglesong

Chairman, Compensation Committee

Massey Energy Company

Acknowledged and agreed:

/s/ Don L. Blankenship	12/23/08
Don L. Blankenship	Date

REVISED APPENDIX A TO LETTER AGREEMENT

THIS REVISED APPENDIX A is part of a letter agreement dated November 13, 2007, as revised by an amending letter agreement dated December 23, 2008 by and between MASSEY ENERGY COMPANY, a Delaware corporation (“Massey”), and DON L. BLANKENSHIP (the “Executive”) in order to comply with Section 409A of the Internal Revenue Code, as amended, and relates to the Executive’s employment by Massey for calendar years 2008 and 2009 subject to extension as set forth in Section 7 below.

SECTION 1. Compensation.

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

1.2. Cash Incentive Bonus Awards – A target cash incentive bonus award for fiscal year 2008 of $900,000 (the “2008 Cash Incentive Bonus Award”) and a target cash incentive bonus award for fiscal year 2009 of $900,000 (the “2009 Cash Incentive Bonus Award”), each granted pursuant to the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as such plan may be amended from time to time (the “2006 Plan”), based on the achievement of certain performance objectives for fiscal year 2008 (for the 2008 Cash Incentive Bonus Award) and for fiscal year 2009 (for the 2009 Cash Incentive Bonus Award) using qualifying performance criteria contained in the 2006 Plan. The target 2008 Cash Incentive Bonus Award was granted and performance objectives set by the Compensation Committee of the Board of Directors of Massey on November 13, 2007. The target 2009 Cash Incentive Bonus Award shall be granted and the performance objectives set by the Compensation Committee of the Board of Directors of Massey prior to the commencement of fiscal year 2009. There shall be a threshold level of performance for each performance objective below which no payment shall occur, a target level of performance, and a maximum level of performance, the value of which can be up to two and a half times the target amount, above which no additional payment will occur. The achievement of Cash Incentive Bonus Awards for purposes of this Section 1.2 shall be confirmed by the Chief Financial Officer and the Compensation Committee and may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the Internal Revenue Code, as amended (the “IRC”), and as permitted by the 2006 Plan. The 2008 Cash Incentive Bonus Award, if payable, shall be paid on February 28, 2009 and the 2009 Cash Incentive Bonus Award, if payable, shall be paid on February 28, 2010.

1.3. Long Term Incentive Awards – The Executive shall participate in the Company’s 2008 Long Term Incentive Program which covers fiscal years 2008 through 2010 and the Company’s 2009 Long Term Incentive Program which covers fiscal years 2009 through 2011. The Executive’s long term incentive awards granted pursuant to each of the 2008 Long Term Incentive Program (the “2008 Long Term Incentive Awards”) and the 2009 Long Term Incentive Program (the “2009 Long Term Incentive Awards”) shall include the following four components: (i) a $300,000 target cash incentive award granted pursuant to the 2006 Plan based on the achievement of a certain performance objective using qualifying performance criteria contained in the 2006 Plan (with a threshold level of performance below which no payment shall occur, a target level of performance, and a maximum level of performance, the

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value of which can be up to two times the target amount, above which no additional payment will occur); (ii) 50,000 non-qualified stock options granted under the 2006 Plan with service-based vesting; (iii) 12,700 shares of restricted stock granted pursuant to the 2006 Plan with service-based vesting; and (iv) 7,300 restricted units granted pursuant to the 2006 Plan with service-based vesting. The Executive’s 2008 Long Term Incentive Awards and the 2009 Long Term Incentive Awards will be subject to all the terms, conditions, and performance and service-based vesting requirements made to participants in Massey’s 2008 Long Term Incentive Program and 2009 Long Term Incentive Program, respectively, with the following exception regarding the non-qualified stock options, such options must be exercised by the Executive in the first twenty days exercise is permissible for the Executive pursuant to Massey’s trading window policy and applicable securities laws following their vesting, otherwise they will be automatically forfeited. The cash incentive award under the 2008 Long Term Incentive Awards, if payable, shall be paid on February 28, 2011 and the cash incentive award under the 2009 Long Term Incentive Awards, if payable, shall be paid on February 28, 2012.

1.4. Performance-Based Restricted Unit Awards – Two performance-based restricted unit awards, granted prior to the commencement of fiscal year 2008, pursuant to the 2006 Plan, which shall vest based on the achievement of certain performance objectives for fiscal year 2008 using qualifying performance criteria contained in the 2006 Plan (the “2008 Performance Restricted Unit Awards”) and two performance-based restricted unit awards, granted prior to the commencement of fiscal year 2009, pursuant to the 2006 Plan, which shall vest based on the achievement of certain performance objectives for fiscal year 2009 using qualifying performance criteria contained in the 2006 Plan (the “2009 Performance Restricted Unit Awards”). The 2008 Performance Restricted Unit Awards were granted and the performance objectives were set by the Compensation Committee on November 13, 2007 and the 2009 Performance Restricted Unit Awards shall be granted and the performance objectives shall be set by the Compensation Committee prior to the commencement of fiscal year 2009. Each particular performance objective shall consist of two levels of targeted performance, a threshold level (“Level 1”) and an enhanced level (“Level 2”), which, for purposes of this Section 1.4, if achieved, shall be confirmed by the Chief Financial Officer and the Compensation Committee and which may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the IRC, and as permitted by the 2006 Plan. The Level 1 Performance Restricted Unit Award shall be for a total of 120,000 restricted units, comprised of a certain number of restricted units attributed to each particular performance objective, and the Level 2 Performance Restricted Unit Award shall be for a total of 70,000 restricted units, comprised of a certain number of restricted units attributed to each particular performance objective. If Level 1 targeted performance for a given performance objective is confirmed as set forth above, the Executive shall vest in that portion of the Level 1 Performance Restricted Unit Award that has been allocated to the achievement of the targeted performance for such performance objective and that portion of the Level 1 Performance Restricted Unit Award that has vested shall be paid on February 28 of the year following the completion of the fiscal year of performance to which it relates, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates. If Level 1 targeted performance for a given performance objective is not confirmed as set forth above that portion of the Level 1 Performance Restricted Unit Award that has been allocated to the

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achievement of the targeted performance for such performance objective shall be forfeited. If Level 2 targeted performance for a given performance objective is confirmed as set forth above, the Executive shall vest in that portion of the Level 2 Performance Restricted Unit Award that has been allocated to the achievement of the targeted performance for such performance objective and that portion of the Level 2 Performance Restricted Unit Award that has vested shall be paid on February 28 of the year following the completion of the fiscal year of performance to which it relates, based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates. If the targeted performance for a given performance objective is confirmed, as set forth above, to have fallen between Level 1 and Level 2 targeted performance for such performance objective, the Executive shall vest in that portion of the Level 2 Performance Restricted Unit Award that is equal to the number of restricted units allocated to Level 2 targeted performance for such performance objective times a fraction, the numerator of which is that amount of performance achieved over and above Level 1 targeted performance for such performance objective and the denominator of which is the difference between Level 2 targeted performance for such performance objective and Level 1 targeted performance for such performance objective. For example, if the number of restricted units allocated to Level 2 targeted performance for a certain performance objective was 30,000 and only one-third of Level 2 targeted performance for such performance objective was achieved, then the Executive would vest in 10,000 restricted units. That portion of the Level 2 Performance Restricted Unit Award that vests shall be paid on February 28 of the year following completion of the fiscal year of performance to which it relates and shall be based on the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates and that portion of the Level 2 Performance Restricted Unit Award which did not vest shall be forfeited. In the event the Executive ceases to be employed on or before December 30, 2008 and is entitled to payments and benefits under the Change in Control Agreement (as defined in Section 1.10 below), the Level 1 Performance Restricted Unit Award that relates to fiscal year 2008 shall vest and become payable based on the closing market price of Massey common stock on the New York Stock Exchange on the date of termination. In the event the Executive ceases to be employed on or after January 1, 2009 and on or before December 30, 2009 and is entitled to payments and benefits under the Change in Control Agreement (as defined in Section 1.10 below), the Level 1 Performance Restricted Unit Award that relates to fiscal year 2009 shall vest and become payable based on the closing market price of Massey common stock on the New York Stock Exchange on the date of termination.

1.5. Performance-Based Cash Incentive Awards – Two performance-based cash incentive awards granted prior to the commencement of fiscal year 2008, pursuant to the 2006 Plan, based on the achievement of certain performance objectives for fiscal year 2008 using qualifying performance criteria contained in the 2006 Plan (the “2008 Performance Cash Awards”). Two performance-based cash incentive awards granted prior to the commencement of fiscal year 2009, pursuant to the 2006 Plan, based on the achievement of certain performance objectives for fiscal year 2009 using qualifying performance criteria contained in the 2006 Plan (the “2009 Performance Cash Awards”). The 2008 Performance Cash Awards were granted and the performance objectives set by the Compensation Committee on November 13, 2007 and the 2009 Performance Cash Awards shall be granted and the performance objectives set by the Compensation Committee prior to the commencement of fiscal year 2009. Each performance

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objective shall consist of two levels of targeted performance, a further enhanced level (“Level 3”) and a superior level (“Level 4”), which, for purposes of this Section 1.5, if achieved, shall be confirmed by the Chief Financial Officer and the Compensation Committee and which may be adjusted at the sole discretion of the Compensation Committee in a manner consistent with the performance-based compensation rules of Section 162(m) of the IRC, and as permitted by the 2006 Plan. Each Performance Cash Award shall consist of a certain number of units attributed to each performance objective earnable, in whole or in part, by the Executive based on the achievement, in whole or in part, of the levels of targeted performance set for each performance objective (the “Earned Units”). The Level 3 Performance Cash Award that may be earned by the Executive, assuming the satisfaction of Level 3 targeted performance for all the selected performance objectives combined, shall consist of a total of 90,000 units. The Level 4 Performance Cash Award that may be earned by the Executive, assuming the satisfaction of Level 4 targeted performance for all the selected performance objectives combined, shall consist of an additional 200,000 units. If Level 3 targeted performance for a given performance objective is confirmed, as set forth above, the Executive shall earn that portion of the Level 3 Performance Cash Award that has been allocated to the achievement of the targeted performance for such performance objective. If the targeted performance for a given performance objective is confirmed, as set forth above, to have fallen between Level 2 and Level 3 targeted performance for such performance objective, the Executive shall earn that portion of the Level 3 Performance Cash Award that is equal to the number of units allocated to Level 3 targeted performance for such performance objective times a fraction, the numerator of which is that amount of performance achieved over and above Level 2 targeted performance for such performance objective and the denominator of which is the difference between Level 3 targeted performance for such performance objective and Level 2 targeted performance for such performance objective. If Level 4 targeted performance for a given performance objective is confirmed, as set forth above, the Executive shall earn that portion of the Level 4 Performance Cash Award that has been allocated to the achievement of the targeted performance for such performance objective. If the targeted performance for a given performance objective is confirmed, as set forth above, to have fallen between Level 3 and Level 4 targeted performance for such performance objective, the Executive shall earn that portion of the Level 4 Performance Cash Award that is equal to the number of units allocated to Level 4 targeted performance for such performance objective times a fraction, the numerator of which is that amount of performance achieved over and above Level 3 targeted performance for such performance objective and the denominator of which is the difference between Level 4 targeted performance for such performance objective and Level 3 targeted performance for such performance objective. The portions of each Performance Cash Award that are earned by the Executive shall be equal to the product obtained by multiplying (i) the Earned Units by (ii) the closing market price of Massey common stock on the New York Stock Exchange on the last trading day of the fiscal year of performance to which it relates. In the event the Executive’s employment is terminated by Massey or the Executive prior to the end of fiscal year 2008 then both 2008 Performance Cash Awards shall be forfeited, except for a termination which occurs on December 31, 2008, in which case any and all earned portions of each Performance Cash Award shall be paid in accordance with this Section 1.5. In the event the Executive’s employment is terminated by Massey or the Executive on or after January 1, 2009 but prior to the end of fiscal year 2009 then both 2009 Performance Cash Awards shall be forfeited, except for a termination which occurs on December 31, 2009, in which case any and all earned portions of each 2009 Performance Cash Award shall be paid in accordance

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with this Section 1.5. Any and all earned portions of each Performance Cash Award shall be paid on February 28 following completion of the fiscal year of performance to which it relates. No additional Performance Cash Award will be granted for the achievement of performance above Level 4 for any selected performance objective. As provided in Section 11.1 of the 2006 Plan, the aggregate maximum amount payable as Incentive Awards under the 2006 Plan (which in the case of this letter agreement consist of the Cash Incentive Bonus Award in Section 1.2 above, the cash incentive award in Section 1.3 above and the Performance Cash Award in this Section 1.5) for any fiscal year shall not exceed $10,000,000.

1.6. Additional Stock Option Award – For fiscal year 2008, 200,000 non-qualified stock options (the “2008 Additional Stock Option Award”) granted under the 2006 Plan on or before December 29, 2007, with an exercise price based on the closing market price of Massey’s common stock on the date such grant was made, with service-based vesting on December 30, 2008. For fiscal year 2009, 200,000 non-qualified stock options (the “2009 Additional Stock Option Award”) granted under the 2006 Plan on or before December 29, 2008, with an exercise price based on the closing market price of Massey’s common stock on the date such grant was made, with service-based vesting on December 30, 2009. Once vested, the stock options must be exercised by the Executive in the first twenty days exercise is permissible for the Executive pursuant to Massey’s trading window policy and applicable securities laws following their vesting, otherwise they will be automatically forfeited.

1.7. Retention Cash Bonus Awards – If employed through December 30, 2008, $300,000, payable on February 28, 2009 (the “2008 Retention Cash Bonus Award”). If employed through December 30, 2009, $300,000, payable on February 28, 2010 (the “2009 Retention Cash Bonus Award”).

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

1.9. Life Insurance – Massey shall pay the premiums, if any, on the Executive’s $4,000,000 split dollar life insurance policies payable in 2008 and 2009 (no less frequently than monthly).

1.10. Severance – The Executive entered into a certain Change in Control Agreement with Massey dated December 21, 2005 (which agreement, as the same may hereafter be amended or replaced, is referred to as the “Change in Control Agreement”) which governs the Executives’ rights, duties and obligations in the event of the Executive’s cessation of employment with Massey (or any successor) covered by the Change in Control Agreement. In the event of the Executive’s cessation of employment with Massey during the period commencing January 1, 2008 through December 30, 2009 for any reason other than for “Cause” (as defined, and determined pursuant to the procedure, in the aforesaid Change in Control Agreement) under circumstances where such cessation of employment is not covered by the Change in Control Agreement, then Massey shall pay to the Executive, or if the Executive is

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deceased to his Estate, 2.5 times the sum of the Executive’s Annual Base Salary of $1,000,000 plus the Executive’s target Cash Incentive Bonus Award of $900,000 for the fiscal year in which he ceases employment, unless the Executive elects to terminate his employment voluntarily during the period commencing January 1, 2008 through December 30, 2009 other than for any reason which would constitute “a Constructive Termination Associated With a Change in Control” (as defined, and determined pursuant to the procedure, in the aforesaid Change in Control Agreement, under circumstances where such Constructive Termination is not covered by the Change in Control Agreement). Any such payment shall be made in six (6) equal monthly payments beginning the 1^st day of the month after the Executive’s employment with Massey terminates and on the first day of each month following thereafter until all such payments are made.

1.11. Termination of Certain Rights on Cessation of Employment – In the event that the Executive’s employment with Massey terminates during the period commencing January 1, 2008 through December 30, 2008 for any reason, all of the Executive’s rights with respect to the following awards covering the 2008 fiscal year (the unearned or unvested Performance Restricted Unit Awards, Performance Cash Awards, Additional Stock Option Awards, and Retention Cash Bonus Awards) as set forth in Sections 1.4, 1.5, 1.6, and 1.7 above, shall terminate and all rights thereunder shall cease, except as otherwise is set forth in Section 1.4, and payment of life insurance premiums as set forth in Section 1.9 above shall cease. In the event that the Executive’s employment with Massey terminates during the period commencing January 1, 2009 through December 30, 2009 for any reason, all of the Executive’s rights with respect to the following awards covering the 2009 fiscal year (the unearned or unvested Performance Restricted Unit Awards, Performance Cash Awards, Additional Stock Option Awards, and Retention Cash Bonus Awards, as set forth in Sections 1.4, 1.5, 1.6, and 1.7 above, shall terminate and all rights thereunder shall cease, except as otherwise is set forth in Section 1.4, and payment of life insurance premiums as set forth in Section 1.9 above shall cease.

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

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

SECTION 4. Validity. If any provision of this letter agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this letter agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

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SECTION 5. Governing Law. The validity, interpretation, construction and performance of this letter agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.

SECTION 6. Nonqualified Deferred Compensation Omnibus Provision. Any compensation or benefits which are provided or available to the Executive pursuant to or in connection with any plan or program (including without limitation this letter agreement) to which Massey or any of its subsidiaries or affiliates is a party and which is considered to be provided under a nonqualified deferred compensation plan or program subject to IRC Section 409A shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of IRC Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. The Executive hereby consents to the amendment of any such plan or program as may be determined by Massey to be necessary or appropriate to evidence or further evidence required compliance with IRC Section 409A. In the event the Executive is a specified employee described in IRC Section 409A(a)(2)(B)(i) whose nonqualified deferred compensation subject to IRC Section 409A must be deferred until six (6) months after his separation from service, then payment of any amount or provision of any benefit under this letter agreement which is considered to be nonqualified deferred compensation subject to IRC Section 409A shall be deferred to the extent required by IRC Section 409A until six (6) months after the Executive’s separation from service (the “409A Deferral Period”), absent an intervening payment event under IRC Section 409A such as his death. In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event, benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having a right to reimbursement from Massey once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this letter agreement, all rights to payments and benefits hereunder shall be treated as rights to a series of separate payments and benefits to the fullest extent allowable by IRC Section 409A, and for purposes of determining payment of nonqualified deferred compensation for purposes of IRC Section 409A in connection with a termination of employment, termination of employment will be read to mean a “separation from service” within the meaning of IRC Section 409A where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period.

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

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EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

AS AMENDED AND RESTATED

THIS EMPLOYMENT AGREEMENT (this “Agreement”), originally effective as of May 25, 2006 (the “Effective Date”), is amended and restated on December 23, 2008 between Massey Energy Company, a Delaware corporation (the “Company”), and Michael K. Snelling (the “Executive”). This Agreement amends, restates and supersedes the employment agreement between the Company and the Executive effective as of the Effective Date (the “Original Agreement”).

WITNESSETH:

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

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

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

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

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

WHEREAS, the Company and the Executive entered into the Original Agreement, effective as of the Effective Date; and

WHEREAS, the Company and the Executive now desire to amend and restate the Original Agreement to reflect provisions of Section 409A of the Code and the final regulations issued thereunder, which amendment is to be effective as of the original Effective Date.

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

1. Employment.

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

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

2. Term of Agreement.

(a) Regular Term. The term of this Agreement (the “Term”) commenced on the Effective Date and shall continue until May 25, 2009.

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

3. Compensation.

(a) Salary. During the Term, the Company shall pay Executive a base salary (“Base Salary”) at an annual rate of $320,000 effective as of June 1, 2006. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company (but no less frequently than monthly). During the Term, the Board shall, in good faith, review, at least annually, Executive’s Base Salary in accordance with the Company’s customary procedures and practices regarding the salaries of senior executives and may, if determined by the Board to be appropriate, increase, but not decrease, Executive’s Base Salary following such review. “Base Salary” for all purposes herein shall be deemed to be a reference to any such increased amount.

(b) Annual Bonus. In addition to his Base Salary, during the Term, Executive shall be eligible to receive annual cash bonus awards for fiscal years 2007, 2008 and 2009 of $185,000, which amount may be increased at the discretion of the Compensation Committee. Each annual cash bonus award shall be subject to the terms and conditions set forth by the Compensation Committee of the Board for each fiscal year. Except as provided herein, the annual cash bonus awards shall be payable to Executive at the time bonuses are paid to other similarly situated executives of the Company and its Subsidiaries in accordance with the Company’s policies and practices as set by the Board.

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

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

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

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

6. Termination of Employment.

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

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

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

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

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

(iii) a lump sum cash payment equal to the sum of (A) any earned annual cash bonus award for fiscal year 2006, 2007 or 2008 that is unpaid prior to Executive’s Termination Date (determined without regard to any requirement that Executive remain employed until the regular payment date therefor) and (B) any and all target annual cash bonus awards for each of fiscal years 2006, 2007, and 2008 that has not ended prior to Executive’s Termination Date, plus five twelfths ( ⁵/12) of Executive’s target annual cash bonus award for fiscal year 2009. (For target annual cash bonus awards for 2007, 2008, or 2009 that have not been set as of the Termination Date, the target annual cash bonus awards for such year(s) shall be equal to Executive’s last target annual cash bonus award that has been set.);

(iv) a lump sum cash payment equal to the sum of (A) any earned long-term cash incentive bonus award for a long-term performance period that contains, as a last year of measurement, fiscal year 2006, 2007 or 2008 and that has ended prior to Executive’s Termination Date that is unpaid as of the Termination Date (determined without regard to any requirement that Executive remain employed until the regular payment date therefor) and (B) any and all target long-term cash incentive bonus awards for each of the long-term performance periods that contain, as a last year of measurement, fiscal year 2006, 2007, or 2008, that has not ended prior to Executive’s Termination Date, plus twenty-nine thirty sixths ( ²⁹/36) of the target amount for the long-term performance period that contains, as a last year of measurement, fiscal year 2009. (For target long-term cash incentive bonus awards that have not been set as of the Termination Date, the target long-term cash incentive bonus awards shall be equal to Executive’s last annual target long-term cash incentive bonus award that has been set.);

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

(vi) from the day following the Termination Date to the end of the Term (the “Medical Coverage Period”), Executive shall continue to receive on a monthly basis the medical coverage in effect on his Termination Date (or generally

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comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

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

(B) If Executive would have been eligible for post-retirement medical coverage had he retired from employment during the Medical Coverage Period, but is not so eligible as the result of his Covered Termination, then at the conclusion of the benefit continuation period described in (A) above, the Company shall take all commercially reasonable efforts to provide Executive on a monthly basis with additional continued group medical coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement medical program, for as long as such coverage would have been available under such program, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

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

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

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

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

7. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code (as defined in Section 25) shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with a permissible payment event contained in Section 409A occurs (e.g., death, disability, separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to

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be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, severance of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or, if lesser, the period of Executive’s service).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

16. Successors and Binding Agreement.

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger,

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consolidation, reorganization or otherwise (and such successor will thereafter be deemed “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.

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

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

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

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

19. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person

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or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(g) “Retention Cash Awards” means the retention cash awards of $150,000 payable to Executive on January 1, 2007, January 1, 2008 and January 1, 2009 so long as Executive has been continuously employed by the Company through each such date, respectively.

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

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

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

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

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Appendix A

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

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

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

WHEREAS, Executive and Company entered into an Employment Agreement, originally effective as of May 25, 2006, which was amended and restated effective                     , 2008 (the “Employment Agreement”) which provides for certain payments in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement; and

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

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

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

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

(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11 below, Executive represents and affirms that (i) [other than             ,] Executive has not filed or caused to be filed on Executive’s behalf any claim for relief

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

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

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

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

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

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

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

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

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

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

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

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal,

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

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

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

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

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

16. Executive certifies and acknowledges as follows:

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

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

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

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

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

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

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

	Witness:
Executive
MASSEY ENERGY COMPANY
By:	Witness:
Name:
Title:

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EX-10.13

Exhibit 10.13

MASSEY EXECUTIVES’ SUPPLEMENTAL BENEFIT PLAN

(as amended and restated effective January 1, 2009)

The purpose of this Massey Executives’ Supplemental Benefit Plan, as amended and restated effective as of January, 2009, is to provide or continue to provide specified benefits to a select group of management and highly paid executives of Massey Energy Company, a Delaware corporation, and its Subsidiaries, if any (as defined below), that sponsor the Plan (collectively with the Trust (as defined below), if and when maintained, the “Company”), and to update and restate the same or similar predecessor plans maintained by the Company when known as Fluor Corporation and maintained by the Company’s subsidiary A. T. Massey Coal Company, Inc. to comply with Section 409A of the Code (as defined below), to make Massey Energy Company the sponsor of the Plan and to revise the administration of the Plan, in accordance with the following terms and conditions:

1. Definitions. For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms (and their related meanings) shall have the following indicated meanings:

(a) “Administrative Committee” or “Committee” shall mean the Compensation Committee of the board of directors of the Company, unless such Compensation Committee appoints another group to serve as the Administrative Committee pursuant to Section 8 below.

(b) “Administrator” shall have the meaning set forth in Section 8 below.

(c) “Adverse Change in Employment Condition” shall mean, with respect to an Executive, any of the following:

(i) The Executive experiences a Termination of Employment for any reason other than a voluntary resignation.

(ii) The Executive experiences a Termination of Employment by voluntary resignation on account of any material change of his or her duties with a material reduction in his or her responsibilities or compensation.

(iii) The Executive experiences a Termination of Employment by voluntary resignation on account of any mandatory change in the geographic location of his or her principal place of business with a reduction in his or her compensation.

(iv) The Executive experiences a Termination of Employment by voluntary resignation on account of any obvious bad faith by the Company in dealing with his or her employment conditions.

(d) “Affiliate” shall mean the Company, each Subsidiary and each of the following business entities or other organizations

(whether or not incorporated) which during the relevant period are to be treated (but only for the portion of the period so treated and for the purpose and to the extent required to be so treated) as single employer with the Company or any Subsidiary:

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

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

(e) “Approved Early Retirement” shall mean, with respect to an Executive, severance from employment with the Company and all Affiliates for reasons other than death prior to Normal Retirement that the Administrative Committee or, upon and after a Change in Control Event, the Administrator has determined pursuant to this Plan is an Approved Early Retirement. If so provided in an Executive’s Plan Agreement or in an employment agreement relating to his service with Company or any Affiliate, the Executive may be granted the right to an Approved Early Retirement at or after a specified date or event, in which case the Executive shall be considered entitled to retire on an Approved Early Retirement without any approval of the Administrative Committee or Administrator and thus vested in his Retirement Benefit provided he actually severs from employment with the Company for reasons other than death prior to Normal Retirement.

(f) “Beneficiary” shall mean the person or persons designated as such in accordance with Section 7.

(g) “Beneficiary Designation Form” shall mean the form established from time to time by the Administrative Committee that an Executive completes, signs and returns to the Administrative Committee to designate one or more Beneficiaries.

(h) “Benefit” shall mean, with respect to an Executive, the Executive’s Death Benefit, Retirement Benefit, Disability Benefit, Joint and Survivor Insurance Coverage Benefit or Change in Control Benefit, as determined in accordance with Section 6.

(i) “Code” means the Internal Revenue Code of 1986, as amended, and, to the extent not inconsistent therewith, regulations and other guidance issued thereunder.

(j) A “Change in Control Event” shall occur if:

(i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires

(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) shares of the Company having 30% 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 Directors of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

(k) “Company” shall mean Massey Energy Company, a Delaware corporation, and its Subsidiaries, if any, which are designated by the Administrative Committee as participating in the Plan, including without limitation A. T. Massey Coal Company, Inc. which is hereby so designated. Notwithstanding the foregoing, if the context so requires, “Company” shall also mean the Trust. In determining severance of employment for any purpose of the Plan and for Section 409A of the Code, the Company and each Affiliate shall be treated as a single employer.

(l) “Death Benefit” shall mean, with respect to an Executive, the Executive’s Pre-Retirement Death Benefit or Post-Retirement Death Benefit, as the case may be.

(m) “Disability” or “Disabled” shall mean, with respect to an Executive, the period of time during which the Executive qualifies for permanent disability benefits under the Company’s or a Subsidiary’s long-term disability plan or, if the Executive does not participate in such a plan, a period of disability during which the Executive would have qualified for permanent disability benefits under such a plan had the Executive been a participant, as determined by the Administrative Committee. If the Company or a Subsidiary does not sponsor such a plan, or discontinues to sponsor such a plan, Disability shall be determined by the Administrative Committee based on the 409A Disability definition.

(n) “Employment” shall mean full-time or substantially full-time employment by the Company or any Subsidiary, including any approved leave of absence consistent with the requirements of Section 409A of the Code.

(o) “Endorsement” shall mean, with respect to an Executive, the endorsement, in favor of the Executive and contained in the Policy, in the amounts set forth in Schedule(s) A of Section 2 of the Executive’s Plan Agreement, and in a form acceptable to the Insurer, entitling the Executive to designate a Beneficiary to receive the Executive’s Pre-Retirement Death Benefit, if any, from the Policy. Notwithstanding any other provision of this Plan that may be construed to the contrary, the Endorsement shall be null and void and of no further effect upon and after the Endorsement Termination Date.

(p) “Endorsement Termination Date” shall mean, unless otherwise provided in the Executive’s Plan Agreement, the date on which occurs the first of the following events:

(i) The Executive Retires.

(ii) The Executive experiences a Termination of Employment.

(iii) The second anniversary of the date the Executive experiences a Disability;

(iv) The Executive experiences an Adverse Change in Employment Condition upon or after a Change in Control Event.

(v) The Plan is terminated by the Executive or the Company in accordance with Section 14.

(vi) The Executive elects to receive the Joint and Survivor Insurance Coverage Benefit in accordance with Section 6(d).

(q) “Executive” shall mean an employee of the Company, or any Subsidiary of the Company, who is selected by the Administrative Committee to participate in this Plan, and who enters into a Plan Agreement and completes a Beneficiary Designation Form accepted by the Administrative Committee.

(r) “Massey Joint and Survivor Split Dollar Insurance Plan” shall mean that certain A. T. Massey Coal Company, Inc. Joint and Survivor Split Dollar Life Insurance Plan.

(s) “Form of Retirement Benefit” shall mean, with respect to an Executive, the Post-Retirement Death Benefit, the Lump Sum Benefit or the Salary Continuation Benefit as set forth in Section 6(c).

(t) “409A Disability” or “409A Disabled” shall mean, with respect to an Executive, the period of time during which the Executive either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(u) “Insurer” shall mean, as to each Executive, the insurer(s) specified in his or her Plan Agreement.

(v) “Lump Sum Benefit”, with respect to an Executive at a particular age, shall have the following meanings unless otherwise provided in an Executive’s Plan Agreement:

(i) For (a) a Normal Retirement, or (b) an Approved Early Retirement or Change in Control Benefit at age fifty-five (55) or older, the Executive’s Lump Sum Benefit shall be the amount set forth as such in Schedule B of Section 2 of the Executive’s Plan Agreement.

(ii) For an Approved Early Retirement or Change in Control Benefit at age fifty-four (54) or younger, the Executive’s Lump Sum Benefit shall be equal to the Lump Sum Benefit set forth as such in Schedule B of Section 2 of the Executive’s Plan Agreement for an Approved Early Retirement at age fifty-five (55), discounted at a rate equal to 7.5% per annum, compounded, for each year that the Executive is younger than age fifty-five (55), including any partial year.

(w) “Normal Retirement” shall mean, with respect to an Executive, severance from employment with the Company and all Affiliates on or after the date upon which he or she attains age sixty-five (65) for any reason, other than leave of absence, death or Disability.

(x) “Plan” shall mean the Massey Executives’ Supplemental Benefit Plan (as amended and restated effective January 1, 2005), which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time. The Plan is a continuation of the Fluor Corporation Amended and Restated Executive’s Supplemental Benefit Plan maintained by the Company when named Fluor Corporation and subsequently the Amended and Restated Massey Executives’ Supplemental Benefit Plan previously maintained by the Company’s subsidiary A. T. Massey Coal Company, Inc.

(y) “Plan Agreement” shall mean, with respect to an Executive, a written agreement, as may be amended from time to time, which is entered into by and between the Company and an Executive. Each Plan Agreement shall provide for the entire benefit to which such Executive is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of execution by the Company shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement unless otherwise provided in an Executive’s Plan Agreement. The terms of any Plan Agreement may be different for any Executive, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Company and the Executive, which agreement shall be evidenced by their execution of the Plan Agreement. Notwithstanding any of the provisions of this Plan, Executive shall not have any legally binding right to any benefit under the Plan unless and until the time the Executive and the Company enter into a Plan Agreement with respect to such Benefit.

(z) “Policy” shall mean that policy or policies of life insurance as described in Section 2 below.

(aa) “Post-Retirement Death Benefit” shall mean, with respect to an Executive, the death proceeds payable by the Company (rather than under the Policy by the Insurer) to the Executive’s Beneficiary, in the amounts set forth in Schedule B of Section 2 of the Executive’s Plan Agreement. Neither the Company nor the Executive shall be responsible in any way for the tax status of the Post-Retirement Death Benefit.

(bb) “Premium” shall mean, as to any particular time, the premium as determined under the terms of the Policy.

(cc) “Pre-Retirement Death Benefit” shall mean, with respect to an Executive, the death proceeds payable under the Policy by the Insurer to the Executive’s Beneficiary, in the amounts set forth in the Endorsement unless otherwise provided in an Executive’s Plan Agreement. Neither the Company nor the Executive shall be responsible in any way for the tax status of the Pre-Retirement Death Benefit.

(dd) “Retirement”, “Retires”, or “Retired” shall mean, with respect to an Executive, severance from employment with the Company and all Affiliates on account of his or her Normal Retirement or Approved Early Retirement, as the case may be.

(ee) “Salary Continuation Benefit”, with respect to an Executive at a particular age, shall have the following meanings unless otherwise provided in an Executive’s Plan Agreement:

(i) For (a) a Normal Retirement or (b) an actual Approved Early Retirement at age fifty-five (55) or older, the Executive’s Salary Continuation Benefit shall be the amount set forth as such in Schedule B of Section 2 of such Executive’s Plan Agreement.

(ii) For an actual Approved Early Retirement at age fifty-four (54) or younger, an Executive’s Salary Continuation shall be equal to the Salary Continuation Benefit set forth as such in Schedule B of Section 2 of such Executive’s Plan Agreement for an Approved Early Retirement at age fifty-five (55), discounted at a rate equal to 7.5% per annum, compounded, for each year that the Executive is younger than age fifty-five (55), including any partial year.

(ff) “Subsidiary” shall mean any corporation, partnership, limited liability company, venture or other entity in which the Company has at least a 50% equity ownership interest.

(gg) “Termination of Employment” shall mean, with respect to an Executive, the severing of employment with the Company

and all Affiliates, voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence consistent with the requirements of Section 409A of the Code.

(hh) “Trust” shall mean the trust, if any, between the Company and the trustee named in the applicable trust agreement, as amended from time to time, which by its terms is established or maintained in connection with the Plan.

(ii) “Year” shall mean a period of twelve (12) consecutive calendar months.

2. Acquisition of Policy; Ownership of Insurance; Enrollment Requirements.

(a) Acquisition of Policy; Ownership of Insurance. The parties to this Plan shall cooperate in applying for and obtaining the Policy. The Policy shall be issued to the Company or Subsidiary named as its sole and exclusive owner, subject to the Endorsement in favor of the Executive.

(b) Enrollment Requirements. As a condition of participation, each selected Executive must complete, execute and return a Plan Agreement and a Beneficiary Designation Form to the Administrator. In addition, the Administrative Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

(c) Executive’s and Beneficiary’s Tax Liability. The Executive acknowledges that, prior to the Endorsement Termination Date, under current law, he or she shall have taxable income equal to the value of the “economic benefit” derived by the Executive from the Policy’s insurance protection, as determined for Federal income tax purposes. The Executive further acknowledges that, when required under applicable law, he or she and/or his or her Beneficiary shall have taxable income equal to the economic value of any Benefits to which he or she or his or her Beneficiary become entitled to receive under the Plan after the Endorsement Termination Date.

3. Premium Payments. Prior to the Endorsement Termination Date, the Company or a Subsidiary named as the owner shall pay to the Insurer each Premium on or before the date that it is due. In the event that the Company or the Subsidiary, as applicable, fails to pay a Premium, or a portion thereof, the Executive may pay, but is not required to pay, such Premium or portion thereof, and the Company or the Subsidiary, as applicable, shall immediately reimburse the Executive for any amount so paid. Upon and after the Endorsement Termination Date, the Company or the Subsidiary, as applicable, shall be entitled to exercise all of the rights of the owner under the Policy, including the right in its sole and absolute discretion to pay or not to pay additional Premiums when due in order to keep the Policy in force for the sole benefit of the Company or the Subsidiary. Therefore, upon and after the Endorsement Termination Date, the Executive shall have no right to be reimbursed by the Company or the Subsidiary, as applicable, for any subsequent payment of Premiums by the Executive to the Insurer.

4. Rights and Interests in the Policy.

(a) Rights of Company. Except for those rights granted to the Executive in the Endorsement pursuant to Section 4(b) below, the Company or a Subsidiary named as the owner shall have all of the rights of the owner under the Policy and shall be entitled to exercise all of such rights, options and privileges without the consent of the Executive; provided, however, the Company or Subsidiary named as the owner agrees not to exercise any right to surrender the Policy before the Endorsement Termination Date.

(b) Endorsement and Endorsement Termination Date. The Endorsement to the Policy, as specified in Schedule(s) A of Section 2 of the Plan Agreement, shall be in full force and effect prior to the Endorsement Termination Date. The Endorsement while in effect shall grant to the Executive the right to designate a Beneficiary under the Policy to receive the Executive’s Pre-Retirement Death Benefit, and to change such designation at any time. Upon and after the Endorsement Termination Date: the Endorsement shall be immediately null, void and of no further effect; the interest of the Executive in the Policy shall irrevocably terminate; no further benefits shall be due the Executive or his or her Beneficiary under the Policy; and the Executive shall have no further right to designate a Beneficiary under the Policy.

(c) Conflict. As between the parties hereto, in the event of conflict between the terms of the Endorsement and this Plan, the terms of this Plan shall prevail. The Insurer shall be bound, however, only by the terms of the Policy and any Endorsement thereto, and shall not be required to pay any amounts to any person in excess of its obligations under the terms of the Policy and any endorsement thereto.

(d) Collection of Policy Proceeds and Source of Payment of Death Benefit.

(i) If the Executive dies while employed by the Company or a Subsidiary, and a Pre-Retirement Death Benefit is due under Section 6(f), the following steps shall occur promptly following the Executive’s death: (A) the Company or Subsidiary, as applicable, and the Executive’s Beneficiary shall take all steps necessary to collect the gross proceeds under the Policy; (B) the Insurer shall pay the Executive’s Pre-Retirement Death Benefit to his or her Beneficiary as specified in Schedule C of the Plan Agreement; and (C) the Insurer shall pay to the Company or Subsidiary, as applicable, the amount, if any, by which the gross proceeds under the Policy exceed the Pre-Retirement Death Benefit.

(ii) If the Executive dies after Retirement, and a Post-Retirement Death Benefit is due under Section 6(c)(i), the

following steps shall occur promptly following the Executive’s death unless otherwise provided in the Executive’s Plan Agreement: (A) the Company or Subsidiary, as applicable, and the Executive’s Beneficiary shall take all steps necessary to collect the gross proceeds, if any, under the Policy; (B) the Insurer shall pay the gross proceeds, if any, under the Policy to the Company or Subsidiary, as applicable,; and (C) the Company or Subsidiary, as applicable, shall pay the Executive’s Post-Retirement Death Benefit to the Executive’s Beneficiary as provided in Section 6(c)(i).

(iii) If the Executive dies, and no Death Benefit is due under Section 6(f) or Section 6(c)(i), the following steps shall occur promptly following the Executive’s death: (A) the Company or Subsidiary, as applicable, and the Executive’s Beneficiary shall take all steps necessary to collect the gross proceeds, if any, under the Policy; (B) the Insurer shall pay the gross proceeds, if any, under the Policy to the Company; and (C) neither the Insurer or the Company shall pay any death benefit to the Executive’s Beneficiary.

5. Insurer. The Insurer is not a party to this Plan, shall in no way be bound by or charged with notice of its terms, and is expressly authorized to act only in accordance with the terms of the Policy. The Insurer shall be fully discharged from any and all liability under the Policy upon payment or other performance of its obligations in accordance with the terms of the Policy.

6. Benefits.

(a) One Benefit. Notwithstanding any other provision of this Plan that may be construed to the contrary, in no event shall an Executive or his or her Beneficiary or both receive more than one Benefit under this Plan.

(b) Retirement Benefit Elections. Subject to the Executive’s continuous employment from the effective date of his or her Plan Agreement until his or her Retirement, the Executive shall have the right to elect one Form of Retirement Benefit set forth in Section 6(c) below. The Executive’s elections shall be governed by the provisions set forth in this Section 6(b).

(i) Elections In General; Default Election. An Executive, in connection with his or her commencement of participation in the Plan, shall elect on his or her Plan Agreement to receive one (1) Form of Retirement Benefit set forth in Section 6(c) in the event of his or her Retirement at the time the Executive first enters into the applicable Plan Agreement. A Form of Retirement Benefit selected in the event of Normal Retirement may be the same as or different than the Form of Retirement Benefit selected in the event of an Approved Early Retirement. If an Executive does not make any election with respect to the Form of Retirement Benefit, then the Executive shall be deemed to have elected the Post-Retirement Death Benefit as his or her Form of Retirement Benefit.

(ii) Changing Elections. With the approval of the Administrative Committee, an Executive may change his or her Form of Retirement Benefit to an allowable alternative Form of Retirement Benefit by submitting a new Plan Agreement to the Administrator as follows:

(A) Except as provided below, any such new Plan Agreement is submitted at least one (1) Year prior to the date of the Executive’s Retirement and such new Plan Agreement may not take effect until at least one (1) Year after the date on which the new Plan Agreement is submitted and, if related to a payment at a specified time or pursuant to a fixed schedule, may not be made less than one (1) Year prior to the date the payment is scheduled to be paid (or in the case of a series of installment payments, which shall be treated as a single payment, one (1) Year prior to the date the first amount was scheduled to be paid). Any such Plan Agreement submitted less than one (1) Year prior to the date of the Executive’s Retirement shall be null and void. In the event an Executive changes his or her Form of Retirement Benefit pursuant to this clause (A), commencement of payment thereof shall be automatically deferred for five (5) Years from the date payment would otherwise have been made, provided however, that an election of the Post-Retirement Death Benefit as the Form of Retirement Benefit shall not require a delay in payment if not required by Section 409A(a)(4) of the Code. Notwithstanding anything to the contrary in the foregoing, no new Plan Agreement shall permit an acceleration of the time or schedule of any payment under the Plan in violation of Section 409A(a)(3) of the Code (including, if applicable, a change from a Post-Retirement Death Benefit to a Lump Sum Benefit or a Salary Continuation Benefit).

(B) Pursuant to transition rules under Section 409A of the Code, the Executive may change his or her Form of Retirement Benefit by submitting a new Plan Agreement on or before December 31, 2008.

(C) Pursuant to transition rules under Section 409A of the Code, the Executive may change his or her Form of Retirement Benefit by submitting a new Plan Agreement on or before December 31, 2008, provided that the Executive cannot in 2008 change his or her Form of Retirement Benefit with respect to payments that the Executive would otherwise receive in 2008 or to cause payments to be made in 2008 that Executive would otherwise receive after 2008.

Subject to the rule of clause (A) above that a new Plan Agreement be submitted at least one (1) Year prior to the date of the Executive’s Retirement in order to become effective, the Plan Agreement most recently accepted by the Administrator shall determine which Form of Retirement Benefit under Section 6(c) shall be received by the Executive.

(c) Form of Retirement Benefit. The Form of Retirement Benefit and its payment shall be as follows:

(i) Post-Retirement Death Benefit. If the Executive elects to receive the Post-Retirement Death Benefit as the Form of Retirement Benefit, the Executive shall receive continued coverage under the Plan (but not the Policy) after his or her Retirement. The Executive’s Post-Retirement Death Benefit shall be paid to his or her Beneficiary upon the Executive’s death in a lump sum in accordance with Section 4(d). The lump sum payment shall be made as soon as administratively practicable after the date of the Executive’s death. The Administrator must be provided with proof that is satisfactory to the Administrative Committee of the Executive’s death. The Executive acknowledges that his or her Beneficiary will be considered to have taxable compensation income that is equal in amount to the Death Benefit where the Endorsement Termination Date has occurred prior to the Executive’s death. The Executive’s Plan Agreement shall terminate when the Post-Retirement Death Benefit is paid to the Executive’s Beneficiary.

(ii) Lump Sum Benefit. If the Executive elects to receive the Lump Sum Benefit as the Form of Retirement Benefit, the Executive’s Lump Sum Benefit shall be paid to the Executive six (6) months after the date of the Executive’s Retirement. The Executive acknowledges that, under current tax law, he or she will be considered to have taxable compensation income on such payment date in an amount equal to the Lump Sum Benefit. The Executive’s Plan Agreement shall terminate when the Lump Sum Benefit is paid to the Executive.

(iii) Salary Continuation Benefit. If the Executive elects to receive the Salary Continuation Benefit as the Form of Retirement Benefit, the Executive shall be paid his or her Salary Continuation Benefit in 120 equal payments with an amount comprising six (6) of such payments being made six (6) months after the date of the Executive’s Retirement and the remaining 114 payments over a period of 114 months, which payments shall commence seven (7) months after the date of the Executive’s Retirement. Notwithstanding any provision of this Plan that may be construed to the contrary, if an Executive who elects the Salary Continuation Benefit provided for by this Section 6(c)(iii) dies after his or her Retirement but before his or her Salary Continuation Benefit is paid in full, the Executive’s unpaid Salary Continuation Benefit payments shall continue and shall be paid to the Executive’s Beneficiary over the remaining number of months and in the same amounts as the Salary Continuation Benefit payments would have been paid to the Executive had the Executive survived. The Executive acknowledges that he

or she and/or his or her Beneficiary will be considered to have taxable compensation income attributable to the Salary Continuation Benefit payments under this Section 6(c)(iii). The Executive’s Plan Agreement shall terminate when the final Salary Continuation Benefit payment is made to the Executive or the Executive’s Beneficiary.

(d) Joint and Survivor Insurance Coverage Benefit. Subject to Section 6(a) above, if authorized by the Administrative Committee, the Executive may at any time at which an initial election of a Retirement Benefit may be made under Section 6(b)(i) or at which a Retirement Benefit may be changed under Section 6(b)(ii)(B) or (C), but in no event at or after the earlier of (i) June 30, 2007 or (ii) the Endorsement Termination Date, in a form and manner acceptable to the Administrative Committee, elect to receive the Joint and Survivor Insurance Coverage Benefit in lieu of any other Benefit under this Plan. If the Executive elects to receive the Benefit in the form of the Joint and Survivor Insurance Coverage Benefit, the Executive shall receive joint and survivor insurance coverage under the Massey Joint and Survivor Split Dollar Insurance Plan in lieu of any other Benefit under this Plan, in which event the Endorsement Termination Date shall occur and the Executive’s Plan Agreement shall immediately terminate. This election is no longer available under the Plan.

(e) Disability Benefit. In the event that the Administrative Committee determines that the Executive has experienced a Disability, then, regardless of any election by the Executive to the contrary and except as otherwise provided in this Section 6(e), the only Benefit payable with respect to such Executive shall the Pre-Retirement Death Benefit; provided, however, that such Benefit shall be payable as a Disability Benefit pursuant to this Section 6(e) only if the Executive dies on or before the second anniversary of the date he or she becomes Disabled (the “Second Anniversary Date”). After the Second Anniversary Date, the obligation of the Company to provide any Benefit whatsoever with regard to such Executive under this Plan shall terminate. Notwithstanding the foregoing, if the Administrative Committee so determines and sets forth in the Plan Agreement, the Executive shall be deemed to have experienced an Approved Early Retirement when Executive severs from employment on account of a Disability. If applicable, the Executive then shall be deemed for purposes of the calculation of the Lump Sum Benefit or Salary Continuation Benefit to be Retiring on the date he severs from employment on account of a Disability. Notwithstanding anything to the contrary in the foregoing, no new Plan Agreement shall permit an acceleration of the time or schedule of any payment under the Plan in violation of Section 409A(a)(3) of the Code.

(f) Pre-Retirement Death Benefit. If the Executive dies prior to the Endorsement Termination Date and prior to experiencing a Termination of Employment, then his or her Pre-Retirement Death Benefit shall be paid pursuant to Section 4(d). The

Pre-Retirement Death Benefit shall be paid to his or her Beneficiary as soon as administratively practicable after the Executive’s death. The Administrator must be provided with proof, that is satisfactory to the Insurer and the Administrative Committee, of the Executive’s death.

(g) Change in Control Benefit. If the Executive experiences an Adverse Change of Employment Condition within twenty-four (24) months following a Change in Control Event, the Executive shall be deemed to have experienced an Approved Early Retirement as of the date of such Adverse Change of Employment Condition and payment thereof shall be made six (6) months after the occurrence of such Adverse Change of Employment Condition; provided, however, that, notwithstanding the Executive’s election, the Form of Retirement Benefit for purposes of this Section 6(g) shall be the Lump Sum Benefit.

7. Beneficiary Designation.

(a) Beneficiary. Each Executive shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of an Executive. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of the Company in which the Executive participates.

(b) Beneficiary Designation; Change; Spousal Consent. An Executive shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Administrator or its designated agent. An Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Administrator’s rules and procedures, as in effect from time to time. Unless an Executive’s Plan Agreement does not require spousal consent in connection with naming or changing a designated Beneficiary, if the Executive names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated or approved by the Administrator, must be signed by that Executive’s spouse and returned to the Administrator. Upon the acceptance by the Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Administrator prior to his or her death.

(c) Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Administrator or its designated agent.

(d) No Beneficiary Designation. If an Executive fails to designate a Beneficiary as provided in Sections 7(a), 7(b) and 7(c) above, or if all designated Beneficiaries predecease the Executive or die prior to complete distribution of the Executive’s

benefits, then the Executive’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Executive has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Executive’s estate.

(e) Doubt as to Beneficiary. If the Administrative Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Administrative Committee shall have the right, exercisable in its discretion, to withhold such payments until this matter is resolved to the Administrative Committee’s satisfaction.

(f) Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company from all further obligations under this Plan with respect to the Executive, and that Executive’s Plan Agreement shall terminate upon such full payment of benefits.

8. Administration of Plan.

(a) Prior to a Change in Control Event. Prior to a Change in Control Event, this Plan shall be administered by an Administrative Committee comprised of the members of the Compensation Committee of the board of directors of the Company, unless such Compensation Committee appoints another group to serve as the Administrative Committee. Any such other group shall consist three (3) or more persons. Members of the Administrative Committee may be Executives under this Plan. The Administrative Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Administrative Committee who is an Executive shall not vote or act on any matter relating solely to himself or herself.

(b) Upon and After a Change in Control Event. For purposes of this Plan, the Company shall be the “Administrator” at all times prior to the occurrence of a Change in Control Event. Upon and after the occurrence of a Change in Control Event, the “Administrator” shall be an independent third party selected by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”). The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan including, but not limited to benefit entitlement determinations. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by an Executive or the Company. Upon and after the occurrence of a Change in Control Event the Company must: (i) pay all reasonable administrative expenses and fees of the Administrator; (ii) indemnify the Administrator against any costs,

expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (iii) supply full and timely information to the Administrator or all matters relating to the Plan, the Executives and their Beneficiaries, the date of circumstances of the Normal Retirement, Approved Early Retirement, Disability, death or Termination of Employment of the Executives, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control Event, the Administrator may be terminated (and a replacement appointed) only by the approval of the Ex-CEO. Upon and after a Change in Control Event, the Administrator may not be terminated by the Company.

(c) Binding Effect of Decisions. The decision or action of the Administrative Committee, and if not contrary to the Administrative Committee’s determination, the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

(d) Indemnity of Administrative Committee and Administrator. The Company shall indemnify and hold harmless the members of the Administrative Committee and the Administrator, and any person to whom duties of the Administrative Committee or Administrator may be delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Administrative Committee, the Administrator, any of its members, or any such person.

(e) Information. To enable the Administrative Committee and the Administrator to perform their functions, the Company shall supply full and timely information to the Administrative Committee and the Administrator on all matters relating to the compensation of its Executives, the date and circumstances of the Normal Retirement, Approved Early Retirement, Disability, death or Termination of Employment of its Executives, and such other pertinent information as the Administrative Committee or the Administrator may reasonably require.

9. Plan; Named Fiduciary.

(a) Plan. This Plan is part of the Massey Executives’ Supplemental Benefit Plan, and is comprised of the Plan described in this instrument plus all Plan Agreements that so reference their association with the Plan.

(b) Fiduciary. The Company is the named fiduciary of the Plan for purposes of this Plan.

10. Claims Procedure.

(a) The Executive, or his or her Beneficiary, if he or she is dead (the “claimant”) shall have the right to request any benefit under the Plan by filing a written claim for any such benefit with the Administrator on a form provided or approved by the Administrator for such purpose. The Administrator (or a claims fiduciary appointed by the Administrator) shall give such claim due consideration and shall either approve or deny it in whole or in part. The following procedure shall apply:

(i) The Administrator (or a claims fiduciary appointed by the Administrator) may schedule and hold a hearing.

(ii) If the claim is not a Disability Benefit Claim, within ninety (90) days following receipt of such claim by the Administrator, notice of any approval or denial thereof, in whole or in part, shall be delivered to the claimant or his duly authorized representative or such notice of denial shall be sent by mail (postage prepaid) to the claimant or his duly authorized representative at the address shown on the claim form or such individual’s last known address. The aforesaid ninety (90) day response period may be extended to one hundred eighty (180) days after receipt of the claimant’s claim if special circumstances exist and if written notice of the extension to one hundred eighty (180) days indicating the special circumstances involved and the date by which a decision is expected to be made is furnished to the claimant or his duly authorized representative within ninety (90) days after receipt of the claimant’s claim.

(iii) If the claim is a Disability Benefit Claim, within forty-five (45) days following receipt of such claim by the Administrator, notice of any approval or denial thereof, in whole or in part, shall be delivered to the claimant or his duly authorized representative or such notice of denial shall be sent by mail to the claimant or his duly authorized representative at the address shown on the claim form or such individual’s last known address. The aforesaid forty-five (45) day response period may be extended to seventy-five (75) days after receipt of the claimant’s claim if it is determined that such an extension is necessary due to matters beyond the control of the Plan and if written notice of the extension to seventy-five (75) days indicating the circumstances involved and the date by which a decision is expected to be made is furnished to the claimant or his duly authorized representative within forty-five (45) days after receipt of the claimant’s claim. Thereafter, the aforesaid seventy-five (75) day response period may be extended to one hundred five (105) days after receipt of the claimant’s claim if it is determined that such an extension is necessary due to matters beyond the control of the Plan and if written notice of the extension to one hundred five (105) days indicating the circumstances involved and the date by which a decision is expected to be

made is furnished to the claimant or his duly authorized representative within seventy-five (75) days after receipt of the claimant’s claim. In the event of any such extension, the notice of extension shall specifically explain, to the extent applicable, the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least forty-five (45) days within which to provide any specified information which is to be provided by the claimant.

(iv) Any notice of denial shall be written in a manner calculated to be understood by the claimant and shall:

(A) set forth a specific reason or reasons for the denial,

(B) make reference to the specific provisions of the Plan document or other relevant documents, records or information on which the denial is based,

(C) describe any additional material or information necessary for the claimant to perfect the claim and explain why such material or information is necessary,

(D) explain the Plan’s claim review procedures, including the time limits applicable to such procedures (which are generally contained in Section 22(b)), and provide a statement of the claimant’s right to bring a civil action in state or federal court under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse determination on review of the claim denial,

(E) in the case of a Disability Benefit Claim, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either provide the specific rule, guideline, protocol or other similar criterion, or provide a statement that such a rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the claimant or his duly authorized representative upon request in writing, and

(F) In the case of a Disability Benefit Claim, if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either provide an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or provide a statement that such explanation will be provided free of charge upon request in writing.

(b) An Executive or Beneficiary whose claim filed pursuant to Section 22(a) has been denied, in whole or in part, may, within sixty (60) days (or one hundred eighty (180) days in the case of a Disability Benefit Claim) following receipt of notice of such denial, make written application to the Administrator for a review of such claim, which application shall be filed with the Administrator. For purposes of such review, the following procedure shall apply:

(i) The Administrator (or a claims fiduciary appointed by the Administrator) may schedule and hold a hearing.

(ii) The claimant or his duly authorized representative shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits.

(iii) The claimant or his duly authorized representative shall be provided, upon request in writing and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to such claim and may submit to the Administrator written comments, documents, records, and other information relating to such claim.

(iv) The Administrator (or a claims fiduciary appointed by the Administrator) shall make a full and fair review of any denial of a claim for benefits, which shall include:

(A) taking into account all comments, documents, records, and other information submitted by the claimant or his duly authorized representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, and

(B) in the case of a Disability Benefit Claim:

(I) providing for a review that does not afford deference to the initial claim denial and that is conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the claim denial that is the subject of the review, nor the subordinate of such individual,

(II) in making its decision on a review of any claim denial that is based in whole or in part on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, consulting with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment,

(III) providing to the claimant or his authorized representative, either upon request in writing and free of charge or automatically, the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claim denial that is the subject of the review, without regard to whether the advice was relied upon in making the benefit determination, and

(IV) ensuring that the health care professional engaged for purposes of a consultation under clause (iv)(B)(II) of this Section 22(B) shall be an individual who is neither an individual who was consulted in connection with the claim denial that is the subject of the review, nor the subordinate of any such individual.

(v) If the claim is not a Disability Benefit Claim, the decision on review shall be issued promptly, but no later than sixty (60) days after receipt by the Administrator of the claimant’s request for review, or one hundred twenty (120) days after such receipt if a hearing is to be held or if other special circumstances exist and if written notice of the extension to one hundred twenty (120) days indicating the special circumstances involved and the date by which a decision is expected to be made on review is furnished to the claimant or his duly authorized representative within sixty (60) days after the receipt of the claimant’s request for a review.

(vi) If the claim is a Disability Benefit Claim, the decision on review shall be issued promptly, but no later than forty-five (45) days after receipt by the Administrator of the claimant’s request for review, or ninety (90) days after such receipt if a hearing is to be held or if other special circumstances exist and if written notice of the extension to ninety (90) days indicating the special circumstances involved and the date by which a decision is expected to be made on review is furnished to the claimant or his duly authorized representative within forty-five (45) days after the receipt of the claimant’s request for a review.

(vii) The decision on review shall be in writing, shall be delivered or mailed by the Administrator to the claimant or his duly authorized representative in the manner prescribed in Section 22(a) for notices of approval or denial of claims, shall be written in a manner calculated to be understood by the claimant and shall in the case of an adverse determination:

(A) include the specific reason or reasons for the adverse determination,

(B) make reference to the specific provisions of the Plan on which the adverse determination is based,

(C) include a statement that the claimant is entitled to receive, upon request in writing and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits,

(D) include a statement of the claimant’s right to bring a civil action in state or federal court under Section 502(a) of ERISA following the adverse determination on review,

(E) in the case of a Disability Benefit Claim, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either provide the specific rule, guideline, protocol or other similar criterion, or provide a statement that such a rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the claimant or his duly authorized representative upon request in writing,

(F) in the case of a Disability Benefit Claim, if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either provide an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or provide a statement that such explanation will be provided free of charge upon request in writing, and

(G) in the case of a Disability Benefit Claim, provide the following statement (if applicable and appropriate): “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

The Administrator’s decision made in good faith shall be final.

(c) The period of time within which a benefit determination initially or on review is required to be made shall begin at the time the claim or request for review is filed in accordance with the procedures of the Plan, without regard to whether all the information necessary to make a benefit determination accompanies the filing. In the event that a period of time is extended as permitted pursuant to this Section 22 due to the failure of a claimant or his duly authorized representative to submit information necessary to decide a claim or review, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant or his duly authorized representative until the date on which the claimant or his duly authorized representative responds to the request for additional information.

(d) For purposes of the Plan’s claims procedure:

(i) A “Disability Benefit Claim” is a claim for a Plan benefit whose availability is conditioned on a determination of disability and where the Plan’s claim’s adjudicator must make a determination of disability in order to decide the claim. A claim is not a Disability Benefit Claim where the determination of disability is made by a party (other than the Plan’s claim’s adjudicator or other fiduciary) outside the Plan for purposes other than making a benefit determination under the Plan (such as a determination of disability by the Social Security Administration or under the Employer’s long term disability plan).

(ii) A document, record, or other information shall be considered “relevant” to a claimant’s claim if such document, record, or other information (A) was relied upon in making the benefit determination, (B) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, (C) demonstrates compliance with the administrative processes and safeguards required in making the benefit determination, or (D) in the case of a Disability Benefit Claim, constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit for the claimant’s diagnosis, without regard to whether such advice or statement was relied upon in making the benefit determination.

(e) Notwithstanding anything to the contrary in the foregoing, the Administrative Committee, at its own instigation, may assume the initial claims or claims appeal decision making authority granted to the Administrator (or a claims fiduciary appointed by the Administrator) in connection with any claim made prior to a Change in Control Event.

11. Nonqualified Deferred Compensation Plan Omnibus Provisions.

(a) Notwithstanding any other provision of this Plan or any Plan Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Plan or any Plan Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.

(b) Notwithstanding any other provision of this Plan or any Plan Agreement, the board of directors of the Company and the

Administrative Committee are each authorized to amend this Plan or any Plan Agreement, and the Administrative Committee shall require any election made by the Executive under this Plan or any Plan Agreement to be voided and/or a delay in the payment of any monies and/or provision of any benefits at its expense in such manner as may be determined by the Administrative Committee to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). If the Executive’s separation from service occurs and if the Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and the stock of the Company is publicly traded on an established securities market as provided in Section 409A(a)(2)(B)(i) of the Code, then payment of any amount or provision of any benefit under this Plan or any Plan Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be deferred until (6) six months after the Executive’s separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event, benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.

(c) Notwithstanding the time or payment otherwise provided in the Plan or a Plan Agreement:

(i) Payment of any Benefit may be delayed for a reasonable period in the event the payment is not administratively practical due to events beyond the recipient’s control such as where there is a dispute as to amount due or the proper recipient of such benefit payment, or additional time is needed to calculate or determine the Benefit or where Section 409A otherwise allows.

(ii) Payments shall be delayed in the following circumstances:

(A) Where the Company reasonably anticipates that if the payment were made as scheduled, the Company’s or the Subsidiary’s deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code; or

(B) Where the Company reasonably anticipates that the payment will violate Federal securities laws or other applicable laws; or

(C) Upon such other events and conditions as Section 409A prescribes or as the Commissioner may prescribe in generally applicable guidance published in the Internal Revenue Bulletin;

provided, that any payment delayed by operation of this clause (ii) will be made at the earliest date at which the Company reasonably anticipates that the payment will not be limited or cause the violations described above and all payments that could be so delayed are also delayed to the extent required by Section 409A of the Code.

(iii) Payments may be accelerated upon such events and conditions as allowed for acceleration under Section 409A of the Code.

12. Withholding; Income and Employment Taxes.

(a) Prior to the Endorsement Termination Date, if the Executive has an economic benefit under this Plan, the Company shall withhold from that Executive’s cash compensation, or the Beneficiary’s payment, in a manner determined by the Company, the Executive’s or Beneficiary’s share of all federal, state and local income taxes, FICA and other employment taxes on such economic benefit.

(b) The Company, or the trustee of the Trust, shall withhold from any Benefit payments made to an Executive or his or her Beneficiary under this Plan all federal, state and local income taxes, FICA and other employment taxes required to be withheld by the Company, or the trustee of the Trust, in connection with such Benefit payments, in amounts and in a manner to be determined in the sole discretion of the Company and the trustee of the Trust.

13. Protective Provisions. The Executive will cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payments of benefits hereunder, taking such physical examinations as the Company may deem necessary ad taking such other action as may be required by the Company. If any Executive commits suicide during the two-year period commencing upon the date of his or her Plan Agreement, or if an Executive makes any material misstatements of information or nondisclosure of medical history, then no benefits shall be payable hereunder, or, in the sole discretion of the Administrative Committee, benefits may be payable in a reduced amount.

14. Amendment of Plan; Termination. This Plan shall not be modified or amended except by a writing signed by the Company and the Executive. Except as otherwise provided in the next sentence and subject to the limitation on plan termination under Section 409A of the Code, either party may terminate this Plan, and Executive’s participation in the Plan, at any time, provided that the obligations of the party terminating the Plan and the Plan with respect to the Executive are performed in full under the Plan as of the time of the termination. Notwithstanding the foregoing and any other provision of this Plan that may be construed

to the contrary, upon and after a Change in Control Event, neither this Plan, nor the Executive’s participation in this Plan, may be terminated by the Company without the express written consent of the Executive, which consent may be unreasonably withheld. Termination of the Plan shall mean termination of active participation by Executives, but shall not mean immediate payment of Benefits unless the Company so directs and Section 409A of the Code permits such payment. On termination of the Plan, the board of directors of the Company may provide for the acceleration of payment of the vested Benefits on such basis as it may direct, provided, however that any acceleration of payments shall be permitted only in accordance with the conditions set forth in Section 409A of the Code.

15. Binding Plan. This Plan shall inure to the benefit of, be binding upon, and be enforceable by the heirs, administrators, executors, successors and assigns of each party to this Plan.

16. State Law. This Plan shall be subject to and be construed under the internal laws of the State of Delaware, without regard to its conflicts of laws principles.

17. Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted in this Plan.

18. Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company and the Executive. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, with or without cause, unless expressly provided in a separate written employment Plan. Nothing in this Plan shall be deemed to give the Executive the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge the Executive at any time.

19. Notice. Any notice or filing required or permitted to be given under this Plan to the Company or to the Insurer (provided the Insurer is one of the companies listed below) shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

If to the Company:

Massey Energy Company

4 North Fourth Street

Richmond, VA 23210

Attn: Vice President, Human Resources

If to the Insurer:

Security Life Insurance Company of Denver, Inc.

Security Life Center

1290 Broadway

Denver, Colorado 80203

Sun Life Assurance Company of Canada

Sun Life Executive Park, SC 2145

Wellesley Hills, MA 02181

20. Unsecured General Creditor. Executives and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company. For purposes of the payment of benefits under this Plan, any and all of the Company’s assets shall be, and remain, the general, unpledged unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

21. Discharge of Obligations. The full payment of Benefits due under the Plan to an Executive or his or her Beneficiary shall fully and completely discharge the Company from all further obligations under the Plan with respect to the Executive and his or her Beneficiary, and the Executive’s Plan Agreement shall terminate upon such full payment of Benefits.

22. Legal Fees To Enforce Rights After Change in Control Event. The Company is aware that upon the occurrence of a Change in Control Event, the board of directors of the Company (which might then be composed of new members) or a shareholder of the Company or of any successor corporation might then cause or attempt to cause the Company or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, litigation seeking to deny the Executive the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control Event, it should appear to any Executive or the Administrator that the Company or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Executive the benefits intended to be provided, then the Company irrevocably authorizes such Executive or the Administrator or both to retain counsel of his or her or their choice(s) at the expense of the Company to represent such Executive or the Administrator or both, as the case may be, in

connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, or any successor thereto in any jurisdiction. The Executive or the Administrator or both, as the case may be, shall be entitled to receive advances from the Company on demand in the amount of the attorney’s fees and expenses incurred in accordance with this Section 22. Any advances or reimbursements to be paid in accordance with this Section 22 must be paid as soon as administratively practicable after the Executive incurs the expense.

23. Entire Plan. This Plan constitutes the entire Plan between the parties hereto with regard to the subject matter of this Plan and supersedes all previous negotiations, plans and commitments in respect thereto. No oral explanation or oral information by either of the parties to this Plan shall alter the meaning or interpretation of this Plan. This Plan may not be amended or modified except by a written instrument executed by the Company and the Executive.

24. Effect of Amendment and Restatement. Notwithstanding the foregoing and any other provision of this Plan that may be construed to the contrary, this amendment and restatement may not change the timing and the form of any payment to be paid any Executive with respect to any payments that the Executive would otherwise receive in 2008 or cause payments to be made in 2008 that Executive would otherwise receive after 2008. To the extent that prohibition would be violated, the timing of payment and the form of the benefit shall be paid consistent with the Plan and Plan Agreements in effect before this amendment and restatement.

IN WITNESS WHEREOF, the Company has executed this Plan as of the date first written above.

“Company” Massey Energy Company, a Delaware corporation
By:	/s/ John M. Poma
Its:	Vice President - Human Resources

EX-10.14

Exhibit 10.14

MASSEY ENERGY COMPANY

1996 EXECUTIVE STOCK PLAN

As Amended and Restated Effective January 1, 2009

ARTICLE I

DEFINITIONS

Sec. 1.1 DEFINITIONS

As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly indicates to the contrary:

(a) “Award” shall mean an award of Restricted Stock pursuant to the provisions of Article VI hereof.

(b) “Awardee” shall mean an Eligible Employee to whom Restricted Stock has been awarded hereunder.

(c) “Board” shall mean the Board of Directors of the Company.

(d) “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, as amended, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty (30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or

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

To the extent that a participant must consent to the change of this definition, the change will not be effective unless such consent is obtained. To the extent that a participant’s consent has not been obtained, the definition in effect immediately prior to this amendment shall be controlling with regard to such participant.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f) “Committee” shall mean the Compensation Committee of the Board.

(g) “Company” shall mean Massey Energy Company.

(h) “Eligible Employee” shall mean an employee who is an officer of the Company or any Subsidiary or who is a member of the Executive Management Team of the Company and its Subsidiaries.

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(i) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(j) “Executive Management Team” shall mean those employees who have been determined to be eligible to participate in the Fluor Corporation and Subsidiaries Executive Incentive Compensation Program or in other similar management incentive compensation programs of any Subsidiary.

(k) “Fair Market Value” shall mean the average of the highest price and the lowest price per share at which the Stock is sold in the regular way on the New York Stock Exchange on the day an Option is granted hereunder or, in the absence of any reported sales on such day, the first preceding day on which there were such sales.

(l) “Incentive Stock Option” shall mean an incentive stock option, as defined under Section 422 of the Code and the regulations thereunder, to purchase Stock.

(m) “Nonqualified Stock Option” shall mean a stock option other than an Incentive Stock Option to purchase Stock.

(n) “Option” shall mean an option to purchase Stock granted pursuant to the provisions of Article V hereof and refers to both Incentive Stock Options and Nonqualified Stock Options.

(o) “Optionee” shall mean an Eligible Employee to whom an Option has been granted hereunder.

(p) “Plan” shall mean the Massey Energy Company 1996 Executive Stock Plan, the current terms of which are set forth herein.

(q) “Prior Plans” shall mean the 1971 Fluor Stock Option Plan, the 1977 Fluor Executive Stock Plan, the 1981 Fluor Executive Stock Plan, the 1982 Fluor Executive Stock Option Plan and the 1988 Fluor Executive Stock Plan.

(r) “Restricted Stock” shall mean Stock that may be awarded to an Eligible Employee by the Committee pursuant to Article VI hereof, which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or achievement of preestablished performance objectives.

(s) “Return on Average Shareholders’ Equity” shall mean, for any fiscal year, the percentage amount reported as “Return on Average Shareholders Equity” in the “Highlights” section of the Company’s Annual Report to Stockholders for such fiscal year.

(t) “Restricted Stock Agreement” shall mean the agreement between the Company and the Awardee with respect to Restricted Stock awarded hereunder.

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(u) “Stock” shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities.

(v) “Stock Option Agreement” shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Stock hereunder.

(w) “Stock Payment” shall mean a payment in shares of Stock to replace all or any portion of the compensation (other than base salary) that would otherwise become payable to any Eligible Employee of the Company.

(x) “Subsidiary” shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly or indirectly, by the Company or any partnership or joint venture in which either the Company or such a corporation is at least a twenty percent (20%) equity participant.

(y) “Ten Year Treasury Yield” shall mean, for any fiscal period, the daily average percent per annum yield for U. S. Government Securities—10 year Treasury constant maturities, as published in the Federal Reserve statistical release or any successor publication.

ARTICLE II

GENERAL

Sec. 2.1 NAME

This Plan shall be known as the “Massey Energy Company 1996 Executive Stock Plan.”

Sec. 2.2 PURPOSE

The purpose of the Plan is to advance the interests of the Company and its stockholders by affording to Eligible Employees of the Company and its Subsidiaries an opportunity to acquire or increase their proprietary interest in the Company by the grant to such employees of Options or Awards under the terms set forth herein. By thus encouraging such employees to become owners of Company shares, the Company seeks to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends.

Sec. 2.3 EFFECTIVE DATE

The Plan was originally effective March 2, 1996 upon its approval by the holders of a majority of the shares of Stock of the Company and the Plan was amended and restated effective November 30, 2000. The effective date of this amendment is January 1, 2009.

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Sec. 2.4 LIMITATIONS

Subject to adjustment pursuant to the provisions of Section 10.1 hereof, the aggregate number of shares of Stock which may either be issued as Awards, subject to Options or issued pursuant to the exercise of Options shall not exceed the sum of (a) 4,000,000 plus (b) that number of shares represented by options, awards or rights under Prior Plans which expire or are otherwise terminated at any time after the original effective date of this Plan. Any such shares may be either authorized and unissued shares or shares issued and thereafter acquired by the Company.

Sec. 2.5 OPTIONS AND AWARDS GRANTED UNDER PLAN

Shares of Stock with respect to which an Option granted hereunder shall have been exercised, and shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in Section 6.3 hereof shall have lapsed, shall not again be available for Option or Award grant hereunder. If Options granted hereunder shall expire or terminate for any reason without being wholly exercised, or if Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 6.3 hereof, new Options or Awards may be granted hereunder covering the number of shares to which such Option expiration or termination or Restricted Stock acquisition relates.

ARTICLE III

PARTICIPANTS

Sec. 3.1 ELIGIBILITY

Any Eligible Employee shall be eligible to participate in the Plan; provided, however, that no member of the Committee shall be eligible to participate while a member of the Committee. The Committee may grant Options or Awards to any Eligible Employee in accordance with such determinations as the Committee from time to time in its sole discretion shall make.

ARTICLE IV

ADMINISTRATION

Sec. 4.1 DUTIES AND POWERS OF COMMITTEE

The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have sole discretion and authority to determine from among Eligible Employees those to whom and the time or times at which Options or Awards may be granted, the number of shares of Stock to be subject to each Option or Award and the period for the exercise of such Option which need not be the same for each grant hereunder. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Stock Option Agreement and Restricted Stock Agreement, and to make all other determinations necessary or advisable in the administration of the Plan.

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Sec. 4.2 MAJORITY RULE

A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee.

Sec. 4.3 COMPANY ASSISTANCE

The Company shall supply full and timely information to the Committee on all matters relating to eligible employees, their employment, death, retirement, disability or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.

ARTICLE V

OPTIONS

Sec. 5.1 OPTION GRANT AND AGREEMENT

Each Option granted hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Stock Option Agreement dated as of the date of grant and executed by the Company and the Optionee, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. In no event shall the total number of shares of Stock subject to Options granted hereunder to any Eligible Employee in any fiscal year exceed five percent (5%) of the total number of shares authorized to be issued under the Plan on the effective date of the Plan.

Sec. 5.2 PARTICIPATION LIMITATION

The Committee shall not grant an Incentive Stock Option to any employee for such number of shares of Stock that, immediately after the grant, the total number of shares of Stock owned or subject to Options exercisable by and/or Awards outstanding in the hands of such employee (or by such persons whose shares such employee is considered as owning pursuant to the provisions of the second succeeding sentence) exceed ten percent of the total combined voting power of all classes of stock of the Company. This restriction does not apply if, at the time such Incentive Stock Option is granted, the Incentive Stock Option purchase price is at least 110% of the Fair Market Value on the date of grant and the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. For purposes of this Section 5.2, an employee shall be considered as owning the stock owned, directly or indirectly, by or for his brothers and sisters (whether by the whole or half blood), spouse, ancestors and lineal descendants; and the stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries.

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Sec. 5.3 OPTION PRICE

The purchase price of Stock under each Option will be determined by the Committee but may not be less than the Fair Market Value on the date of grant.

Sec. 5.4 OPTION PERIOD

Each Option granted hereunder must be granted within ten years from the effective date of the Plan. The period for the exercise of each Option shall be determined by the Committee, but in no instance shall such period exceed ten years from the date of grant of the Option.

Sec. 5.5 OPTION EXERCISE

(a) Options granted hereunder may not be exercised unless and until the Optionee shall have been or remained in the employ of the Company or its Subsidiaries for one year from and after the date such Option was granted, except as otherwise provided in Section 5.7 hereof.

(b) Options may be exercised with respect to whole shares only, for such shares of Stock and within the period permitted for the exercise thereof as determined by the Committee, and shall be exercised by written notice of intent to exercise the Option with respect to a specified number of shares delivered to the Company at its principal office in the State of Delaware, and payment in full to the Company at said office of the amount of the Option price for the number of shares of Stock with respect to which the Option is then being exercised. The purchase price may be paid by the assignment and delivery to the Company of shares of Stock or a combination of cash and shares of Stock equal in value to the exercise price. Any shares assigned and delivered to the Company in payment or partial payment of the purchase price will be valued at their Fair Market Value on the exercise date.

(c) The Fair Market Value of the Stock at the date of grant for which any employee may exercise Incentive Stock Options in any calendar year under the Plan (or any other stock option plan of the Company adopted after December 31, 1986) may not exceed $100,000.

Sec. 5.6 NONTRANSFERABILITY OF OPTION

No Option shall be transferred by an Optionee otherwise than in accordance with such rules as may be established by the Committee from time to time. During the lifetime of an Optionee, the Option shall be exercisable only in accordance with such rules as may be established by the Committee from time to time.

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Sec 5.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT

(a) If, prior to a date one year from the date on which an Option shall have been granted, the Optionee’s employment with the Company or its Subsidiaries shall be terminated by the Company or Subsidiary with or without cause, or by the act of the Optionee, the Optionee’s right to exercise such Option shall terminate and all rights thereunder shall cease; provided, however, that if the Optionee shall die, retire or become permanently and totally disabled, as determined in accordance with applicable Company personnel policies, or if the Optionee’s employment with the Company or its Subsidiaries shall be terminated within two years after a Change of Control of the Company and such termination occurs prior to a date one year from the date on which an Option shall have been granted, such Option shall become exercisable in full on the date of such death, retirement, disability or termination of employment.

(b) If, on or after one year from the date on which an Option shall have been granted, an Optionee’s employment with the Company or its Subsidiaries shall be terminated for any reason other than death, retirement or permanent total disability, or within two years following a Change of Control of the Company, the Optionee shall have the right, during the period ending three months after such termination, to exercise such Option to the extent that it was exercisable at the date of such termination and shall not have been exercised, subject, however, to the provisions of Section 5.4 hereof.

(c) Upon termination of an Optionee’s employment with the Company or its Subsidiaries by reason of retirement or permanent total disability, as determined in accordance with applicable Company personnel policies, or within two years following a Change of Control of the Company, such Optionee shall have the right, during the period ending three years after such termination, to exercise his Option in full, without regard to any installment exercise provisions, to the extent that it shall not have been exercised, subject, however, to the provisions of Section 5.4 hereof.

(d) If an Optionee shall die (i) while in the employ of the Company or its Subsidiaries, or (ii) within three months after termination of employment where such termination did not occur either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, or (iii) within three years after termination of employment where such termination occurred either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, the executor or administrator of the estate of the decedent or the person or persons to whom an Option granted hereunder shall have been validly transferred by the executor or the administrator pursuant to a will or the laws of descent and distribution shall have the right, during the period ending three years after the date of the Optionee’s death, to exercise the Optionee’s Option (A) in full, without regard to any installment exercise provisions, to the extent that it shall not have been exercised, if the Optionee shall have died while in the employ

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of the Company or its Subsidiaries or within three years after termination of employment where such termination occurred either by reason of retirement or permanent total disability or within two years following a Change of Control of the Company, or (B), to the extent that it was exercisable at the date of the Optionee’s death and shall not have been exercised, if the Optionee shall have died within three months after termination off employment where such termination did not occur by reason of either retirement or permanent total disability or within two years following a Change of Control of the Company, subject, however, to the provisions of Section 5.4 hereof.

(e) No transfer of an Option by the Optionee by a will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Option.

(f) The foregoing notwithstanding, the Committee may elect, in its sole discretion, to make grants of Options which have provisions regarding the effect of death or other termination of employment which are different than those set forth in paragraphs (a) through (d) of this Section 5.7, provided that such provisions do not materially increase the benefits that would otherwise accrue to an Optionee under paragraphs (a) through (d) of this Section 5.7.

Sec. 5.8 RIGHTS AS STOCKHOLDER

An Optionee or a transferee of an Option shall have no rights as a stockholder with respect to any shares subject to such Option prior to the purchase of such shares by exercise of such Option as provided herein.

ARTICLE VI

AWARDS

Sec. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT

The Committee may grant Awards of Restricted Stock to Awardees. No Awards may be made during any fiscal year unless, for the preceding fiscal year, Return on Average Shareholders’ Equity exceeded the Ten Year Treasury Yield by more than three percentage points. Each Award granted hereunder must be granted within ten years from the effective date of the Plan and shall be evidenced by minutes of a meeting or the written consent of the Committee. The Committee shall from time to time establish various Award grade levels which shall set forth the maximum number of shares which may be awarded annually to each Eligible Employee in each grade level. The Committee shall have the sole discretion and authority to make an Award to an Eligible Employee of less than the maximum number of shares applicable to his assigned grade level or to make no Award at all to any such Eligible Employee. In no event shall the total number of shares of Restricted Stock awarded to an Eligible Employee in any fiscal year exceed 15,000.

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The Awardee shall be entitled to receive the Stock subject to such Award only if the Company, and the Awardee, within 30 days after the date of the Award, enter into a written Restricted Stock Agreement dated as of the date of the Award, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan.

Sec. 6.2 CONSIDERATION FOR ISSUANCE

No shares of Restricted Stock shall be issued to an Awardee hereunder unless and until the Committee shall have determined that consideration has been received by the Company, in the form of labor performed for or services actually rendered to the Company by the Awardee, having a fair value of not less than the then fair market value of a like number of shares of Stock subject to all of the herein provided conditions and restrictions applicable to Restricted Stock, but in no event less than the par value of such shares.

Sec. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER

Each share of Stock received pursuant to each Restricted Stock Agreement shall be subject to acquisition by Fluor Corporation, and may not be sold or otherwise transferred except pursuant to the following provisions:

(a) The shares of Stock represented by the Restricted Stock Agreement shall be held in book entry form with the Company’s transfer agent until the restrictions lapse in accordance with the conditions established by the Committee pursuant to Section 6.4 hereof, or until the shares of stock are forfeited pursuant to paragraph (c) of this Section 6.3. Notwithstanding the foregoing, the Awardee may request that, prior to the lapse of the restrictions or forfeiture of the shares, certificates evidencing such shares be issued in his name and delivered to him, and each such certificate shall bear the following legend:

“The shares of Massey Energy Company common stock evidenced by this certificate are subject to acquisition by Massey Energy Company, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Agreement by and between Massey Energy Company and the registered owner of such shares.”

(b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Section 6.3.

(c) Unless the Committee in its discretion determines otherwise, upon an Awardee’s termination of employment for any reason, all of the Awardee’s Restricted Stock remaining subject to restriction shall be acquired by the Company effective as of the date of such termination of employment. Upon the occurrence or non-occurrence of such other events as shall be determined by the Committee and specified in the Awardee’s Restricted Stock Agreement relating to any such Restricted Stock, all of such Restricted Stock remaining subject to restriction shall be acquired by the Company upon the occurrence or non-occurrence of such event.

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Sec. 6.4 LAPSE OF RESTRICTIONS

The restrictions imposed upon Restricted Stock under Section 6.3 above will lapse in accordance with such conditions as are determined by the Committee and set forth in the Restricted Stock Agreement.

Sec. 6.5 RIGHTS AS STOCKHOLDER

Subject to the provisions of Section 6.3 hereof, upon the issuance to the Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of a stockholder with respect to such Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

ARTICLE VII

STOCK CERTIFICATES

Sec. 7.1 STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder or any portion thereof, or received as Restricted Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to fulfillment of all of the following conditions:

(a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed;

(b) the completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall in its sole discretion deem necessary or advisable;

(c) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; and

(d) the lapse of such reasonable period of time following the exercise of the Option or the execution of the Restricted Stock Agreement as the Committee from time to time may establish for reasons of administrative convenience.

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ARTICLE VIII

STOCK PAYMENT

Sec. 8.1 STOCK PAYMENT

The Committee may approve payments of Stock to any Eligible Employee for all or any portion of the compensation (other than base salary) that would otherwise become payable to such Eligible Employee in cash.

ARTICLE IX

TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

Sec. 9.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

The Board may at any time, upon recommendation of the Committee, terminate, and may at any time and from time to time and in any respect amend or modify, the Plan, provided, however, that no such action of the Board without approval of the stockholders of the Company may:

(a) increase the total number of shares of Stock subject to the Plan by more than 10%, except as contemplated in Section 10.1 hereof;

(b) materially increase the benefits accruing to participants under the Plan;

(c) withdraw the administration of the Plan from the Committee; or

(d) permit any person while a member of the Committee to receive an Option or Restricted Stock under the Plan; and provided further, that no termination, amendment or modification of the Plan shall in any manner affect any Stock Option Agreement or Restricted Stock Agreement theretofore executed pursuant to the Plan without the consent of such Optionee or Awardee.

ARTICLE X

MISCELLANEOUS

Sec. 10.1 ADJUSTMENT PROVISIONS

(a) Subject to Section 10.l(b) below, if the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, then (i) the Committee shall make an appropriate and proportionate adjustment in the number and kind of shares or other securities subject to the outstanding Options and Awards and the price for each share or other unit of any other securities subject to outstanding

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Options without change in the aggregate purchase price or value as to which such Options remain exercisable in such manner as the Committee shall determine in order to retain the economic value or opportunity provided immediately prior to the transaction for which the adjustment is made, and (ii) in all cases, unless the terms of such transaction shall provide otherwise, the Committee may make an appropriate and proportionate adjustment in the maximum number and kind of shares provided in Section 2.4. Notwithstanding anything to contrary in the foregoing, any such adjustment shall be made in such a manner that will not affect the status of any Award intended to be excepted from treatment as nonqualified deferred compensation under Section 409A of the Code or to qualify as an Incentive Stock Option under Section 422 of the Code. Adjustments under Section 10.1(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments.

(b) Adjustments under Section 10.1(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments.

Sec. 10.2 CONTINUATION OF EMPLOYMENT

Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Eligible Employee 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 Eligible Employee at any time with or without cause.

Sec. 10.3 COMPLIANCE WITH GOVERNMENT REGULATIONS

No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules, and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been rally met. As a condition precedent to the issuance of shares of Stock pursuant hereto, the Company may require the employee to take any reasonable action to comply with such requirements.

Sec. 10.4 PRIVILEGES OF STOCK OWNERSHIP

No employee and no beneficiary or other person claiming under or through such employee will have any right, title, or interest in or to any shares of Stock allocated or reserved under the Plan or subject to any Option or Award except as to such shares of Stock, if any, that have been issued to such employee.

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Sec. 10.5 DEFERRED COMPENSATION PLAN OMNIBUS PROVISION

For purposes of Sections 5.5(b), 6.4, 7.1, 9.1, 10.1, 10.3, and 10.6, actions taken by the Board or the Committee, as applicable, shall be undertaken in a manner that either (a) will not negatively affect the status of any Award, Option, or Restricted Stock intended to be excepted from treatment as deferred compensation subject to Section 409A of the Code, or (b) will otherwise comply with Section 409A of the Code.

Sec. 10.6 WITHHOLDING

The Company may make such provisions as it deems appropriate to withhold any taxes the Company determines it is required to withhold in connection with any Option or Award. The Company may require the employee to satisfy any relevant tax requirements before authorizing any issuance of Stock to the employee. Such settlement may be made in cash or Stock.

Sec. 10.7 NON-TRANSFERABILITY

No Option or Award and no other right under the Plan, contingent or otherwise, will be assignable or subject to any encumbrance, pledge, or charge of any nature, except in accordance with such rules as may be established by the Committee from time to time.

Sec. 10.8 OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option or 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.

Sec. 10.9 PLAN BINDING ON SUCCESSORS

The Plan shall be binding upon the successors and assigns of the Company.

Sec. 10.10 SINGULAR, PLURAL; GENDER

Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.

Sec. 10.11 HEADINGS, ETC., NO PART OF PLAN

Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan.

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EX-10.15

Exhibit 10.15

MASSEY ENERGY COMPANY

1999 EXECUTIVE PERFORMANCE INCENTIVE PLAN

As Amended and Restated Effective January 1, 2009

SECTION 1

PURPOSE OF PLAN

The purpose of this “Massey Energy Company 1999 Executive Performance Incentive Plan” as amended and restated effective January 1, 2009 (“Plan”) of Massey Energy Company, a Delaware corporation, is to enable the Company, as defined in Section 2.2(a)(ii) hereof, to attract, retain and motivate its officers, management and other key personnel, and to further align the interests of such persons with those of the shareholders of the Company, by providing for or increasing their proprietary interest in the Company.

SECTION 2

ADMINISTRATION OF THE PLAN

2.1 Composition of Committee. The Plan shall be administered by the Compensation Committee of the Board of Directors, and/or by the Board of Directors or another committee of the Board of Directors of the Company, as appointed from time to time by the Board of Directors (any such administrative body, the “Committee”). The Board of Directors shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent. Notwithstanding the foregoing, with respect to any Award that is not intended to satisfy the conditions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee may appoint one or more separate committees (any such committee, a “Subcommittee”) composed of one or more directors of the Company (who may but need not be members of the Committee) and may delegate to any such Subcommittee(s) the authority to grant Awards, as defined in Section 5.1 hereof, under the Plan to Employees, to determine all terms of such Awards, and/or to administer the Plan or any aspect of it. Any action by any such Subcommittee within the scope of such delegation shall be deemed for all purposes to have been taken by the Committee. The Committee may designate the Secretary of the Company or other Company employees to assist the Committee in the administration of the Plan, and may grant authority to such persons to execute agreements evidencing Awards made under this Plan or other documents entered into under this Plan on behalf of the Committee or the Company.

2.2 Powers of the Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan with respect to the Awards over which such Committee has authority, including, without limitation, the following:

(a) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; provided that, unless the Committee shall specify otherwise, for purposes of this Plan (i) the term “fair market value” shall mean, as of any date, the average of the highest price and the lowest price per share at which the Shares (as defined in Section 3.1 hereof) are sold in the regular way on the New York Stock Exchange or, if no Shares traded on the New York Stock Exchange on the date in question, then for the next preceding date for which Shares traded on the New York Stock Exchange; and (ii) the term “Company” shall mean Massey Energy Company and its subsidiaries and affiliates, unless the context otherwise requires.

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(b) to determine which persons are Eligible Employees (as defined in Section 4 hereof), to which of such Eligible Employees, if any, Awards shall be granted hereunder, to make Awards under the Plan and to determine the terms of such Awards and the timing of any such Awards;

(c) to determine the number of Shares subject to Awards and the exercise or purchase price of such Shares;

(d) to establish and verify the extent of satisfaction of any performance goals applicable to Awards;

(e) to prescribe and amend the terms of the agreements or other documents evidencing Awards made under this Plan (which need not be identical);

(f) to determine whether, and the extent to which, adjustments are required pursuant to Section 11 hereof;

(g) to interpret and construe this Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions in good faith and for the benefit of the Company; and

(h) to make all other determinations deemed necessary or advisable for the administration of the Plan.

2.3 Determinations of the Committee. All decisions, determinations and interpretations by the Committee or the Board regarding the Plan shall be final and binding on all Eligible Employees and Participants, as defined in Section 4 hereof. The Committee or the Board, as applicable, shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer of the Company or Eligible Employee and such attorneys, consultants and accountants as it may select.

SECTION 3

STOCK SUBJECT TO PLAN

3.1 Aggregate Limits. Subject to adjustment as provided in Section 11, at any time, the aggregate number of shares of the Company’s common stock, $0.625 par value (“Shares”), issued pursuant to all Awards (including all ISOs (as defined in Section 5.1 hereof)) granted under this Plan shall not exceed 3,700,000; provided that no more than 1,000,000 of such Shares may be issued pursuant to all Restricted Stock Awards, Incentive Awards, and Stock Units (other than Stock Units issued upon exercise of Options) granted under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.

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3.2 Code Section 162(m) Limits. The aggregate number of Shares subject to Options granted under this Plan during any calendar year to any one Eligible Employee shall not exceed 500,000. The aggregate number of Shares issued or issuable under any Restricted Stock Awards, Incentive Awards or Stock Unit Awards (other than Stock Units issued or issuable upon exercise of Options) granted under this Plan during any calendar year to any one Eligible Employee shall not exceed 75,000. Notwithstanding anything to the contrary in the Plan, the foregoing limitations shall be subject to adjustment under Section 11 only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m).

3.3 Issuance of Shares. For purposes of Section 3.1, the aggregate number of Shares issued under this Plan at any time shall equal only the number of Shares actually issued upon exercise or settlement of an Award and not returned to the Company upon cancellation, expiration or forfeiture of an Award or delivered (either actually or by attestation) in payment or satisfaction of the purchase price, exercise price or tax obligation of an Award.

SECTION 4

PERSONS ELIGIBLE UNDER PLAN

Any person who is an (i) employee and who also is an officer, key employee or Lead Member, (ii) prospective employee who is to be an officer, key employee or Lead Member, (iii) consultant, or (iv) advisor of the Company (an “Eligible Employee”) shall be eligible to be considered for the grant of Awards hereunder. For purposes of this Plan, the Chairman of the Board’s status as an Employee shall be determined by the Board. For purposes of the administration of Awards, the term “Eligible Employee” shall also include a former Eligible Employee or any person (including any estate) who is a beneficiary of a former Eligible Employee. A “Participant” is any Eligible Employee to whom an Award has been made and any person (including any estate) to whom an Award has been assigned or transferred pursuant to Section 10.1.

SECTION 5

PLAN AWARDS

5.1 Award Types. The Committee, on behalf of the Company, is authorized under this Plan to enter into certain types of arrangements with Eligible Employees and to confer certain benefits on them. The following such arrangements or benefits are authorized under the Plan if their terms and conditions are not inconsistent with the provisions of the Plan: Stock Options, Restricted Stock, Incentive Awards and Stock Units. Such arrangements and benefits are sometimes referred to herein as “Awards.” The authorized types of arrangements and benefits for which Awards may be granted are defined as follows:

Stock Option Awards: A Stock Option is a right granted under Section 6 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in or determined pursuant to the document(s) evidencing the Award (the “Option Agreement”). Options intended to qualify as Incentive Stock Options (“ISOs”) pursuant to Code Section 422 and Options which are not intended to qualify as ISOs (“Non-qualified Options”) may be granted under Section 6 as the Committee in its sole discretion shall determine.

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Restricted Stock Awards: A Restricted Stock is an award of Shares made under Section 7, the grant, issuance, retention and/or vesting of which is subject to such performance and other conditions as are expressed in the document(s) evidencing the Award (the “Restricted Stock Agreement”).

Incentive Awards: An Incentive Award is a bonus opportunity awarded under Section 8 pursuant to which a Participant may become entitled to receive an amount (which may be payable in cash, Shares or other property) based on satisfaction of such performance criteria as are specified in the document(s) evidencing the Award (the “Incentive Bonus Agreement”).

Stock Unit Awards: A Stock Unit Award is an award of a right to receive the fair market value of one share of Common Stock made under Section 9, the grant, issuance, retention and/or vesting of which is subject to such performance and other conditions as are expressed in the document(s) evidencing the Award (the “Stock Unit Agreement”).

5.2 Grants of Awards. An Award may consist of one such arrangement or benefit or two or more of them in tandem or in the alternative.

SECTION 6

STOCK OPTION AWARDS

The Committee may grant an Option or provide for the grant of an Option, either from time-to-time in the discretion of the Committee or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an event or condition within the control of the recipient of the Award, within the control of others or not within any person’s control.

6.1 Option Agreement. Each Option Agreement shall contain provisions regarding (a) the number of Shares which may be issued upon exercise of the Option, (b) the purchase price of the Shares and the means of payment for the Shares, (c) the term of the Option, (d) such terms and conditions of exercisability as may be determined from time to time by the Committee, (e) restrictions on the transfer of the Option and forfeiture provisions, and (f) such further terms and conditions, in each case not inconsistent with the Plan as may be determined from time to time by the Committee. Option Agreements evidencing ISOs shall contain such terms and conditions as may be necessary to comply with the applicable provisions of Section 422 of the Code.

6.2 Option Price. The purchase price per Share of the Shares subject to each Option granted under the Plan shall equal or exceed 100% of the fair market value of such Stock on the date the Option is granted, except that (i) the Committee may specifically provide that the exercise price of an Option may be higher or lower in the case of an Option granted to employees of a company acquired by the Company in assumption and substitution of options held by such employees at the time such company is acquired, and (ii) in the event an Eligible Employee is required to pay or forego the receipt of any cash amount in consideration of receipt of an Option, the exercise price plus such cash amount shall equal or exceed 100% of the fair market value of such Stock on the date the Option is granted.

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6.3 Option Term. The “Term” of each Option granted under the Plan, including any ISOs, shall not exceed ten (10) years from the date of its grant.

6.4 Option Vesting. Options granted under the Plan shall be exercisable at such time and in such installments during the period prior to the expiration of the Option’s Term as determined by the Committee in its sole discretion. The Committee shall have the right to make the timing of the ability to exercise any Option granted under the Plan subject to such performance requirements as deemed appropriate by the Committee. At any time after the grant of an Option the Committee may, in its sole discretion, reduce or eliminate any restrictions surrounding any Participant’s right to exercise all or part of the Option, except that no Option shall first become exercisable within one (1) year from its date of grant, other than upon death, disability, a Change of Control (as defined in Section 12.2 hereof) or upon satisfaction of such performance requirements as deemed appropriate by the Committee.

6.5 Option Exercise.

(a) Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional Shares and the Committee may require, by the terms of the Option Agreement, a partial exercise to include a minimum number of Shares.

(b) Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery to the representative of the Company designated for such purpose by the Committee all of the following: (i) notice of exercise in such form as the Committee authorizes specifying the number of Shares to be purchased by the Participant, (ii) payment or provision for payment of the exercise price for such number of Shares, (iii) such representations and documents as the Committee, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal, state or foreign securities laws or regulations, (iv) in the event that the Option shall be exercised pursuant to Section 10.1 by any person or persons other than the Eligible Employee, appropriate proof of the right of such person or persons to exercise the Option, and (v)such representations and documents as the Committee, in its sole discretion, deems necessary or advisable to provide for the tax withholding pursuant to Section 13. Unless provided otherwise by the Committee, no Participant shall have any right as a shareholder with respect to any Shares purchased pursuant to any Option until the registration of Shares in the name of such person, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such Shares are so registered.

(c) Payment of Exercise Price. To the extent authorized by the Committee, the exercise price of an Option may be paid in the form of one of more of the following, either through the terms of the Option Agreement or at the time of exercise of an Option: (i) cash or certified or cashiers’ check, (ii) shares of capital stock of the Company that have been held by the Participant for such period of time as the Committee may specify, (iii) other property deemed acceptable by the Committee, (iv) a reduction in the number

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of Shares or other property otherwise issuable pursuant to such Option, (v) a promissory note of or other commitment to pay by the Participant or of a third party, the terms and conditions of which shall be determined by the Committee, or (vi) any combination of (i) through (v).

SECTION 7

RESTRICTED STOCK AWARDS

Restricted Stock consists of an award of Shares, the grant, issuance, retention and/or vesting of which shall be subject to such performance conditions and to such further terms and conditions as the Committee deems appropriate.

7.1 Restricted Stock Award. Each Restricted Stock Award shall reflect, to the extent applicable (a) the number of Shares subject to such Award or a formula for determining such, (b) the time or times at which Shares shall be granted or issued and/or become retainable or vested, and the conditions or restrictions on such Shares, (c) the performance criteria and level of achievement versus these criteria which shall determine the number of Shares granted, issued, retainable and/or vested, (d) the period as to which performance shall be measured for determining achievement of performance, (e) forfeiture provisions, and (f) such further terms and conditions, in each case not inconsistent with the Plan as may be determined from time to time by the Committee.

7.2 Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting of each Restricted Stock Award may be subject to such performance criteria and level of achievement versus these criteria as the Committee shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Participant; provided, however, that no Restricted Stock Award shall first vest within one year from its date of grant, other than upon death, disability, a Change of Control (as defined in Section 12.2 hereof) or upon satisfaction of such performance requirements as deemed appropriate by the Committee. Notwithstanding anything to the contrary herein, the performance criteria for any Restricted Stock Award that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Code Section 162(m) shall be a measure based on one or more Qualifying Performance Criteria (as defined in Section 10.2 hereof) selected by the Committee.

7.3 Timing and Form of Award. The Committee shall determine the timing of award of any Restricted Stock Award. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Participant to elect for the award or vesting of any Restricted Stock to be deferred to a specified date or event. The Committee may provide for a Participant to have the option for his or her Restricted Stock, or such portion thereof as the Committee may specify, to be granted in whole or in part in Stock Units.

7.4 Discretionary Adjustments. Notwithstanding satisfaction of any completion of service or performance goals, the number of Shares granted, issued, retainable and/or vested under a Restricted Stock Award on account of either financial performance or personal performance evaluations may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

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7.5 Rights as Stockholder. Upon the issuance of a Restricted Stock Award, the Participant shall have the right of a stockholder with respect to such Restricted Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

SECTION 8

INCENTIVE AWARDS

Each Incentive Award will confer upon the Eligible Employee the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one year.

8.1 Incentive Award. Each Incentive Award shall contain provisions regarding (a) the target and maximum amount payable to the Participant as an Incentive Award, (b) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (c) the period as to which performance shall be measured for establishing the amount of any payment, (d) the timing of any payment earned by virtue of performance, (e) restrictions on the alienation or transfer of the Incentive Award prior to actual payment, (f) forfeiture provisions, and (g) such further terms and conditions, in each case not inconsistent with the Plan as may be determined from time to time by the Committee. In establishing the provisions of Incentive Awards, the Committee may refer to categories of such Awards as parts of “Programs” or “Plans”, which names will not affect the applicability of this Plan. The maximum amount payable as an Incentive Award may be a multiple of the target amount payable, but the maximum amount payable pursuant to that portion of an Incentive Award granted under this Plan for any fiscal year to any Participant that is intended to satisfy the requirements for “performance based compensation” under Code Section 162(m) shall not exceed three million dollars ($3,000,000).

8.2 Performance Criteria. The Committee shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under an Incentive Award, which criteria may be based on financial performance and/or personal performance evaluations. The Committee may specify the percentage of the target Incentive Award that is intended to satisfy the requirements for “performance-based compensation” under Code Section 162(m). Notwithstanding anything to the contrary herein, the performance criteria for any portion of an Incentive Award that is intended by the Committee to satisfy the requirements for “performance-based compensation,’ under Code Section 162(m) shall be a measure based on one or more Qualifying Performance Criteria (as defined in Section 10.2 hereof) selected by the Committee and specified at the time required under Code Section 162(m).

8.3 Timing and Form of Payment. The Committee shall determine the timing of payment of any Incentive Award. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Participant to elect

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for the payment of any Incentive Award to be deferred to a specified date or event. The Committee may specify the form of payment of Incentive Awards, which may be cash, shares or other property, or may provide for a Participant to have the option for his or her Incentive Award, or such portion thereof as the Committee may specify, to be paid in whole or in part in Shares or Stock Units.

8.4 Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive Award on account of either financial performance or personal performance evaluations may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

SECTION 9

STOCK UNITS

9.1 Stock Units. A “Stock Unit” is a bookkeeping entry representing an amount equivalent to the fair market value of one share of Common Stock, also sometimes referred to as a “restricted unit” or “shadow stock”. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Committee.

9.2 Stock Unit Awards. Each Stock Unit Award shall reflect, to the extent applicable (a) the number of Stock Units subject to such Award or a formula for determining such, (b) the time or times at which Stock Units shall be granted or issued and/or become retainable or vested, and the conditions or restrictions on such Stock Units, (c) the performance criteria and level of achievement versus these criteria which shall determine the number of Stock Units granted, issued, retainable and/or vested, (d) the period as to which performance shall be measured for determining achievement of performance, (e) forfeiture provisions, and (f) such further terms and conditions, in each case not inconsistent with the Plan as may be determined from time to time by the Committee. Stock Units may also be issued upon exercise of Options, may be granted in payment and satisfaction of Incentive Awards and may be issued in lieu of Restricted Stock or any other Award that the Committee elects to be paid in the form of Stock Units.

9.3 Performance Criteria. The grant, issuance, retention and or vesting of each Stock Unit may be subject to such performance criteria and level of achievement versus these criteria as the Committee shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Participant; provided, however, that no Stock Unit shall first vest within one (1) year from its date of grant, other than upon death, disability, a Change of Control (as defined in Section 12.2 hereof) or upon satisfaction of such performance requirements as deemed appropriate by the Committee. Notwithstanding anything to the contrary herein, the performance criteria for any Stock Unit that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Code Section 162(m) shall be a measure based on one or more Qualifying Performance Criteria (as defined in Section 10.2 hereof) selected by the Committee and specified at the time the Stock Unit is granted.

9.4 Timing and Form of Award. The Committee shall determine the timing of award of any Stock Unit. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Participant to elect for the award or

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vesting of any Stock Unit to be deferred to a specified date or event. The Committee may provide for a Participant to have the option for his or her Stock Unit, or such portion thereof as the Committee may specify, to be granted in whole or in part in Shares.

9.5 Settlement of Stock Units. The Committee may provide for Stock Units to be settled in cash or Shares (at the election of the Company or the Participant, as specified by the Committee) and to be made at such other times as it determines appropriate or as it permits a Participant to choose. The amount of cash or Shares, or other settlement medium, to be so distributed may be increased by an interest factor or by dividend equivalents, as the case may be. which may be valued as if reinvested in Shares. Until a Stock Unit is settled, the number of Shares represented by a Stock Unit shall be subject to adjustment pursuant to Section 11.

9.6 Discretionary Adjustments. Notwithstanding satisfaction of any completion of service or performance goals, the number of Stock Units granted, issued, retainable and/or vested under a Stock Unit Award on account of either financial performance or personal performance evaluations may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

SECTION 10

OTHER PROVISIONS APPLICABLE TO AWARDS

10.1 Transferability. Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly states that it is transferable as provided hereunder, no Award granted under the Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent and distribution, prior to the vesting or lapse of any and all restrictions applicable to any Shares issued under an Award. The Committee may in its sole discretion grant an Award or amend an outstanding Award to provide that the Award is transferable or assignable to a member or members of the Eligible Employee’s “immediate family,” as such term is defined under Exchange Act Rule 16a-l(e), or to a trust for the benefit solely of a member or members of the Eligible Employee’s immediate family, or to a partnership or other entity whose only owners are members of the Eligible Employee’s family, provided that following any such transfer or assignment the Award will remain subject to substantially the same terms applicable to the Award while held by the Eligible Employee, as modified as the Committee in its sole discretion shall determine appropriate, and the Participant shall execute an agreement agreeing to be bound by such terms.

10.2 Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee in the Award: (a) cash flow, (b) earnings (including gross margin, earnings before interest and taxes (“EBIT”), earnings before taxes (“EBT”), and net earnings),

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(c) earnings per share, (d) growth in earnings or earnings per share, (e) stock price, (f) return on equity or average stockholders’ equity, (g) total stockholder return, (h) return on capital, (i) return on assets or net assets, (j) return on investment, (k) revenue, (1) income or net income, (m) operating income or net operating income, (n) operating profit or net operating profit, (o) operating margin, (p) return on operating revenue, (q) market share, (r) contract awards or backlog, (s) overhead or other expense reduction, (t) growth in stockholder value relative to the two-year moving average of the S&P 500 Index, (u) growth in stockholder value relative to the two-year moving average of the Dow Jones Heavy Construction Index, (v) credit rating, (w) strategic plan development and implementation, (x) succession plan development and implementation, (y) retention of executive talent, (z) improvement in workforce diversity, (aa) return on average stockholders’ equity relative to the Ten Year Treasury Yield (as hereinafter defined), (bb) improvement in safety records, (cc) capital resource management plan development and implementation, (dd) improved internal financial controls plan development and implementation, (ee) corporate tax savings, (ff) corporate cost of capital reduction, (gg) investor relations program development and implementation, (hh) corporate relations program development and implementation, (ii) executive performance plan development and implementation, and (jj) tax provision rate for financial statement purposes. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year. The term “Ten Year Treasury Yield” shall mean, for any fiscal period, the daily average percent per annum yield for U.S. Government Securities—10 year Treasury constant maturities, as published in the Federal Reserve statistical release or any successor publication. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Code Section 162(m) the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Company’s Common Stock).

10.3 Dividends. Unless otherwise provided by the Committee, no adjustment shall be made in Shares issuable under Awards on account of cash dividends which may be paid or other rights which may be issued to the holders of Shares prior to their issuance under any Award. The Committee shall specify whether dividends or dividend equivalent amounts shall be paid to any Participant with respect to the Shares subject to any Award that have not vested or been issued or that are subject to any restrictions or conditions on the record date for dividends.

10.4 Agreements Evidencing Awards. The Committee shall, subject to applicable law, determine the date an Award is deemed to be granted, which for purposes of this Plan shall not be affected by the fact that an Award is contingent on subsequent stockholder approval of the Plan. The Committee or, except to the extent prohibited under applicable law, its delegate(s) may establish the terms of agreements evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement’s effectiveness that such agreement be executed by the Participant and that such Participant agree to such further terms and conditions as specified in

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such agreement. The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Agreement evidencing such Award.

10.5 Tandem Stock or Cash Rights. Either at the time an Award is granted or by subsequent action, the Committee may, but need not, provide that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award; provided, however, that the number of such rights granted under any Award shall not exceed the per Eligible Employee share limitation for such Award as set forth in Section 3.2.

10.6 Financing. The Committee may in its discretion provide financing to a Participant in a principal amount sufficient to pay the purchase price of any Award and/or to pay the amount of taxes required by law to be withheld with respect to any Award. Any such loan shall be subject to all applicable legal requirements and restrictions pertinent thereto, including Regulation G promulgated by the Federal Reserve Board. The grant of an Award shall in no way obligate the Company or the Committee to provide any financing whatsoever in connection therewith.

SECTION 11

CHANGES IN CAPITAL STRUCTURE

If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of shares or securities, or if cash, property or shares or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like, or if substantially all of the property and assets of the Company are sold, then (i) the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan and the exercise or settlement price of such Awards in such manner as the Committee shall determine in order to retain the economic value or opportunity provided immediately prior to the transaction for which the adjustment is made, and (ii) in all cases, unless the terms of such transaction shall provide otherwise, the Committee may make appropriate and proportionate adjustments in the maximum number and type of shares or other securities that may be issued pursuant to such Awards thereafter granted under this Plan. Notwithstanding anything to contrary in the foregoing, any such adjustment shall be made in such a manner that will not affect the status of any Award intended to be excepted from treatment as nonqualified deferred compensation under Code Section 409A, to qualify as an ISO under Code Section 422 or to be “performance based compensation” under Code Section 162(m). No fractional interests will be issued under this Plan resulting from any such adjustments.

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SECTION 12

CHANGE OF CONTROL

12.1 Effect of Change of Control. The Committee may through the terms of the Award or otherwise provide that any or all of the following shall occur, either immediately upon the Change of Control or a Change of Control Transaction, or upon termination of the Eligible Employee’s employment within twenty-four (24) months following a Change of Control or a Change of Control Transaction: (a) in the case of an Option, the Participant’s ability to exercise any portion of the Option not previously exercisable, (b) in the case of an Incentive Award, the right to receive a payment equal to the target amount payable or, if greater, a payment based on performance through a date determined by the Committee prior to the Change of Control, and (c) in the case of Shares issued in payment of any Incentive Award, and/or in the case of Restricted Stock or Stock Units, the lapse and expiration of any conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award. The Committee also may, through the terms of the Award or otherwise, provide for an absolute or conditional exercise, payment or lapse of conditions or restrictions on an Award which shall only be effective if, upon the announcement of a Change of Control Transaction, no provision is made in such Change of Control Transaction for the exercise, payment or lapse of conditions or restrictions on the Award, or other procedure whereby the Participant may realize the full benefit of the Award.

12.2 Definitions. Unless the Committee or the Board shall provide otherwise, “Change of Control” shall mean an occurrence of either of the following events (i) a third person, including a “group” as defined in Section 13(d)(3) of the Exchange Act, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty (30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction. To the extent that a Participant must consent to the change of this definition, the change will not be effective unless such consent is obtained. To the extent that a Participant’s consent has not been obtained, the definition in effect immediately prior to this amendment shall be controlling with regard to such Participant.

SECTION 13

TAXES

13.1 Withholding Requirements. The Committee may make such provisions or impose such conditions as it may deem appropriate for the withholding or payment by the Employee or Participant, as appropriate, of any taxes which it determines are required in connection with any Awards granted under this Plan, and a Participant’s rights in any Award are subject to satisfaction of such conditions.

13.2 Payment of Withholding Taxes. Notwithstanding the terms of Section 13.1 hereof, the Committee may provide in the agreement evidencing an Award or otherwise that all or any portion of the taxes required to be withheld by the Company or, if

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permitted by the Committee, desired to be paid by the Participant, in connection with the exercise of a Non-qualified Option or the exercise, vesting, settlement or transfer of any other Award shall be paid or, at the election of the Participant, may be paid by the Company withholding shares of the Company’s capital stock otherwise issuable or subject to such Award, or by the Participant delivering previously owned shares of the Company’s capital stock, in each case having a fair market value equal to the amount required or elected to be withheld or paid. Any such elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee.

SECTION 14

AMENDMENTS OR TERMINATION

The Board may amend, alter or discontinue the Plan or any agreement evidencing an Award made under the Plan, but no such amendment shall, without the approval of the shareholders of the Company:

(a) materially increase the maximum number of shares of Common Stock for which Awards may be granted under the Plan;

(b) reduce the price at which Options may be granted below the price provided for in Section 6.2;

(c) reduce the exercise price of outstanding Options;

(d) after the date of a Change of Control, impair the rights of any Award holder, without such holder’s consent, under any Award granted prior to the date of any Change of Control;

(e) extend the term of the Plan; or

(f) change the class of persons eligible to be Participants.

SECTION 15

COMPLIANCE WITH OTHER LAWS AND REGULATIONS

The Plan, the grant and exercise of Awards thereunder, and the obligation of the Company to sell, issue or deliver Shares under such Awards, shall be subject to all applicable federal, state and foreign laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares under any federal, state or foreign law or any ruling or regulation of any government body which the Committee shall, in its sole discretion, determine to be necessary or advisable. This Plan is intended to constitute an unfunded arrangement for a select group of management or other key employees.

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No Option shall be exercisable unless a registration statement with respect to the Option is effective or the Contrary has determined that such registration is unnecessary. Unless the Awards and Shares covered by this Plan have been registered under the Securities Act of 1933, as amended, or the Company has determined that such registration is unnecessary, each person receiving an Award and/or Shares pursuant to any Award may be required by the Company to give a representation in writing that such person is acquiring such Shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of any party thereof.

SECTION 16

OPTION GRANTS BY SUBSIDIARIES

In the case of a grant of an Option to any Eligible Employee employed by a subsidiary or affiliate, such grant may, if the Committee so directs, be implemented by the Company issuing any subject Shares to the subsidiary or affiliate, for such lawful consideration as the Committee may determine, upon the condition or understanding that the subsidiary or affiliate will transfer the Shares to the optionholder in accordance with the terms of the Option specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Option may be issued by and in the name of the subsidiary or affiliate and shall be deemed granted on such date as the Committee shall determine.

SECTION 17

NO RIGHT TO COMPANY EMPLOYMENT

Nothing in this Plan or as a result of any Award granted pursuant to this Plan shall confer on any individual any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate an individual’s employment at any time. The Award agreements may contain such provisions as the Committee may approve with reference to the effect of approved leaves of absence.

SECTION 18

EFFECTIVENESS AND EXPIRATION OF PLAN

The Plan was originally effective in December 1998, the date the Board adopted the Plan. The Plan was approved by the shareholders of Fluor Corporation on March 9, 1999. The Plan was amended and restated effective November 30, 2000. This amendment is effective January 1, 2009. No Stock Option Award, Restricted Stock Award or Incentive Award shall be granted pursuant to the Plan more than ten (10) years after the original effective date of the Plan.

SECTION 19

DEFERRED COMPENSATION PLAN OMNIBUS PROVISION

For purposes of Sections 7.3, 8.3, 9.4, 9.5, 10.3, 11, 12.1, 14, and 15, actions taken by the Board or the Committee, as applicable, shall be undertaken in a manner that either (a) will not negatively affect the status of any compensation, benefits or other remuneration intended to be excepted from treatment as deferred compensation subject to Section 409A of the Code, or (b) will otherwise comply with Section 409A of the Code.

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SECTION 20

NON-EXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

SECTION 21

GOVERNING LAW

This Plan and any agreements hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law. The Committee may provide that any dispute as to any Award shall be presented and determined in such forum as the Committee may specify, including through binding arbitration. Any reference in this Plan or in the agreement evidencing any Award to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

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EX-10.16

Exhibit 10.16

MASSEY ENERGY COMPANY

2006 STOCK AND INCENTIVE COMPENSATION PLAN

(As Amended and Restated Effective January 1 2009)

ARTICLE I

Establishment, Purpose and Duration

1.1 Establishment of the Plan. Massey Energy Company (hereinafter referred to as the “Company”), a Delaware corporation, hereby establishes a stock and incentive compensation plan to be known as the “2006 Stock and Incentive Compensation Plan” (hereinafter referred to as the “Plan”), as set forth in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits, subject to the limitations herein, the grant of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Units, Unrestricted Stock, and/or Incentive Awards to Members and Non-Employee Service Providers and Non-Qualified Stock Options, Restricted Stock and Restricted Units to Non-Employee Directors.

The Plan was adopted by the Board of Directors of the Company on February 21, 2006, to become effective (the “Effective Date”) as of May 16, 2006 once approved by the Company’s shareholders at the May 16, 2006 annual meeting in accordance with applicable laws and applicable rules of the New York Stock Exchange. Awards may not be granted under the Plan prior to shareholder approval of the Plan. The Plan actually became effective once the results of the shareholder meeting were finally certified by the independent inspectors of election on June 28, 2006 and was subsequently amended effective August 15, 2006 to place further limitation on awards that did not require shareholder approval.

The Plan was further amended effective November 14, 2006 in order (1) to revise the definition of “Fair Market Value” as used in connection with valuing Stock under the Plan for awards made on or after November 14, 2006 and (2) to provide for mandatory equitable adjustments in awards outstanding under the Plan as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like, or if substantially all of the property and assets of the Company are sold.

The plan was further amended effective January 1, 2009 to add provisions to comply with Section 409A of the Code.

1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company and its Subsidiaries by providing incentives to Members, Non-Employee Service Providers and/or Non-Employee Directors that will promote the identification of their personal interest with the long term financial success of the Company and with growth in shareholder value. The Plan is designed to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Members, Non-Employee Service Providers and/or Non-Employee Directors upon whose judgment, interest, and special effort the successful conduct of its operation is largely dependent.

1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article XIV herein, until May 15, 2016, at which time the Plan shall terminate except with respect to Awards made prior to and outstanding on that date which shall remain valid in accordance with their terms.

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ARTICLE II

Definitions

2.1 Definitions. Except as otherwise defined in the Plan, the following terms shall have the meanings set forth below:

(a) “Agreement” means a written agreement implementing the grant of each Award signed by an authorized officer of the Company or member of the Committee and by the Participant.

(b) “Award” or “Grant” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Units, Unrestricted Stock and/or Incentive Awards.

(c) “Award Date” or “Grant Date” means the date on which an Award is made by the Committee under the Plan.

(d) “Board” or “Board of Directors” means the Board of Directors of the Company.

(e) “Change in Control” means, the occurrence of either of the following events (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty (30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

To the extent that a Participant must consent to the change of this definition, the change will not be effective unless such consent is obtained. To the extent that a Participant’s consent has not been obtained, the definition in effect immediately prior to this amendment shall be controlling with regard to such Participant.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(g) “Committee” means the committee or committees of the Board appointed to administer the Plan pursuant to Article III herein. With respect to Awards granted pursuant to the Plan to Members and Non-Employee Service Providers, all of the members of the Committee shall be “non-employee directors” as defined in Rule 16b-3, as amended, under the Exchange Act, or any similar or successor rule, and “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the Code. Unless otherwise determined by

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the Board, the Compensation Committee of the Board, or any successor committee responsible for executive compensation, shall constitute the Committee with respect to Awards to Members, Non-Employee Service Providers, and Non-Employee Directors.

(h) “Company” means Massey Energy Company, a Delaware corporation, or any successor thereto as provided in Article XVI herein.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(j) “Fair Market Value” of a Share for purposes of this Plan means as of any date, the closing market price (that is, the price at which Shares were last sold in the regular way on the New York Stock Exchange) of the Stock on the relevant date if it is a trading date or, if no Shares so traded on the New York Stock Exchange on the date in question, then for the next preceding date for which Shares so traded on the New York Stock Exchange or if, in the opinion of the Committee, this method is inapplicable or inappropriate for any reason, the fair market value as determined pursuant to a reasonable method adopted by the Committee in good faith for such purpose.

(k) “Incentive Award” means an Award, designated as an Incentive Award, which is a bonus opportunity awarded under Article XI herein pursuant to which a Participant may become entitled to receive an amount (which may be payable in cash, Shares or other property) based on satisfaction of such performance criteria as are specified in the Agreement evidencing the Award.

(l) “Incentive Stock Option” or “ISO” means an option to purchase Stock, granted under Article VI herein, which is designated as an incentive stock option and meets the requirements of Section 422 of the Code.

(m) “Member” means a current or prospective member employed as a common law employee of the Company or any Subsidiary (including any corporation, partnership, limited liability company or joint venture which becomes a Subsidiary after the adoption of the Plan by the Board).

(n) “Non-Employee Director” means a director of the Company or any Subsidiary who is not a common law employee of the Company or any Subsidiary (including any corporation, partnership, limited liability company or joint venture which becomes a Subsidiary after the adoption of the Plan by the Board).

(o) “Non-Employee Service Provider” means a consultant, advisor or other independent contractor providing services to the Company or any Subsidiary (including any corporation, partnership, limited liability company or joint venture which becomes a Subsidiary after the adoption of the Plan by the Board).

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(p) “Non-Qualified Stock Option” or “NQSO” means an option to purchase Stock, granted under Article VI herein, which is not an Incentive Stock Option.

(q) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

(r) “Option Price” means the exercise price per share of Stock covered by an Option.

(s) “Participant” means a Member, a Non-Employee Service Provider or a Non-Employee Director who has been granted an Award or Grant under the Plan and whose Award or Grant remains outstanding.

(t) “Performance-Based Compensation Award” means any Award for which exercise, full enjoyment or receipt thereof by the Participant is contingent on satisfaction or achievement of a Performance Goal applicable thereto. If a Performance-Based Compensation Award is intended to be “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, the grant of the Award, the establishment of the Performance Goal, the making of any modifications or adjustments and the determination of satisfaction or achievement of the Performance Goal shall be made during the period or periods required under and in conformity with the requirements of Section 162(m) of the Code. The terms and conditions of each Performance-Based Compensation Award, including the Performance Goal and Performance Period, shall be set forth in an Agreement or in a subplan of the Plan which is incorporated by reference into an Agreement.

(u) “Performance Goal” means one or more performance measures or goals set by the Committee in its discretion for each grant of a Performance-Based Compensation Award. The extent to which such performance measures or goals are met will determine the amount or value of the Performance-Based Compensation Award to which a Participant is entitled to exercise, receive or retain. For purposes of this Plan, a Performance Goal may include any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee in the Award: (i) cash flow, (ii) earnings (including gross margin, earnings before interest, taxes, depreciation and amortization (“EBITDA”), earnings before interest and taxes (“EBIT”), earnings before taxes (“EBT”), and net earnings), (iii) earnings per share (basic or diluted), (iv) growth in earnings or earnings per share, (v) stock price, (vi) return on equity or average stockholders’ equity, (vii) total stockholder return, (viii) return on capital, (ix) return on assets or net assets, (x) return on investment, (xi) revenue, (xii) produced tons, (xiii) delivered tons, (xiv) reserve acquisitions, (xv) income or net income, (xvi) operating income or net operating income, (xvii) operating profit or net operating profit, (xviii) operating margin, (xix) return on operating revenue, (xx) market share, (xxi) contract awards or backlog, (xxii) overhead or other expense reduction, (xxiii) growth in stockholder value relative to the one- or two-year moving average of the S&P 600 Smallcap Index, Bloomberg U.S. Coal Index, or other index of which the Company is a part, (xxiv) credit rating, (xxv) strategic plan development and implementation, (xxvi)

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succession plan development and implementation, (xxvii) retention of executive talent, (xxviii) improvement in workforce diversity, (xxix) improvement in safety records, (xxx) capital resource management plan development and implementation, (xxxi) improved internal financial controls plan development and implementation, (xxxii) corporate tax savings, (xxxiii) corporate cost of capital reduction, (xxxiv) investor relations program development and implementation, (xxxv) corporate relations program development and implementation, (xxxvi) public policy accomplishments, (xxxvii) executive performance plan development and implementation, and (xxxviii) tax provision rate for financial statement purposes.

The Committee, in its sole discretion, may adjust any evaluation of performance under a Performance Goal to take into account any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 (or in any replacement thereof) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year. A Performance Goal may include a threshold level of performance below which no payment or vesting may occur, levels of performance at which specified payments or specified vesting will occur, and a maximum level of performance above which no additional payment or vesting will occur. Each of the Performance Goals shall be determined, where applicable and except as provided above, in accordance with generally accepted accounting principles. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Performance Goal and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of Stock).

(v) “Performance Period” means the time period during which the Performance Goal must be met in connection with a Performance-Based Compensation Award. Such time period shall be set by the Committee.

(w) “Period of Restriction” means the period during which Restricted Stock or Restricted Units are restricted as provided in the Plan.

(x) “Plan” means the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as herein described and as hereafter from time to time amended.

(y) “Restricted Stock” means an Award of Stock granted to a Participant pursuant to Section 6.7 or 7.6 or Article VIII herein which is subject to restrictions and forfeiture until the designated conditions for the lapse of the restrictions are satisfied.

(z) “Restricted Unit” means an Award, designated as a Restricted Unit, which is a bookkeeping entry granted to a Participant pursuant to Article IX herein and valued by reference to the Fair Market Value of a Share, which is subject to restrictions and forfeiture until the designated conditions for the lapse of the restrictions are satisfied. A Restricted Unit is sometimes referred to as a “Restricted Unit” or a “restricted stock unit.” Restricted Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Committee.

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(aa) “Stock” or “Shares” means the common stock of the Company.

(bb) “Stock Appreciation Right” or “SAR” means an Award, designated as a stock appreciation right, granted to a Participant pursuant to Article VII herein.

(cc) “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code (“Section 424(f) Corporation”) and any partnership, limited liability company or joint venture in which either the Company or Section 424(f) Corporation is at least a fifty percent (50%) equity participant.

(dd) “Unrestricted Stock Award” means an award of Stock granted to a Participant pursuant to Article X herein.

ARTICLE III

Administration

3.1 Administration of the Plan by the Committee. The Plan shall be administered by the Committee which shall have all powers necessary or desirable for such administration. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. In addition to any other powers and, subject to the provisions of the Plan, the Committee shall have the following specific powers: (i) to determine the terms and conditions upon which the Awards may be made and exercised; (ii) to determine all terms and conditions of each Agreement, which need not be identical; (iii) to construe and interpret the Agreements and the Plan; (iv) to establish, amend or waive rules or regulations for the Plan’s administration; (v) to accelerate the exercisability of any Award, the end of a Performance Period or termination of any Period of Restriction or other restrictions imposed under the Plan; and (vi) to make all other determinations and take all other actions necessary or advisable for the administration of the Plan.

For purposes of determining the applicability of Section 422 of the Code (relating to Incentive Stock Options), or in the event that the terms of any Award provide that it may be exercised only during employment or service or within a specified period of time after termination of employment or service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of employment or service or continuous employment or service.

Subject to limitations under applicable law, the Committee is authorized in its discretion to issue Awards and/or accept notices, elections, consents and/or other forms or communications by Participants by electronic or similar means, including, without limitation, transmissions through e-mail, voice mail, recorded messages on electronic telephone systems, and other permissible methods, on such basis and for such purposes as it determines from time to time.

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A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting, 24 hours notice having been given or waived, at which a quorum is present (in person or as otherwise permitted by applicable law), or acts approved in writing by all of the Committee without a meeting, shall be deemed the action of the Committee.

The Committee may designate the Secretary of the Company or other Company employees to assist the Committee in the administration of the Plan, and may grant authority to such persons to execute agreements evidencing Awards made under this Plan or other documents entered into under the Plan on behalf of the Committee or the Company.

3.2 Selection of Participants. The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Members, Non-Employee Service Providers and/or Non-Employee Directors as may be selected by it. Each Award shall be evidenced by an Agreement.

3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding.

3.4 Requirements of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code. Notwithstanding any other provision of the Plan, the Board or the Committee may impose such conditions on any Award, and amend the Plan in any such respects, as may be required to satisfy the requirements of Rule 16b-3 of the Exchange Act, as amended (or any successor or similar rule).

Any provision of the Plan to the contrary notwithstanding, and except to the extent that the Committee determines otherwise: (i) transactions by and with respect to officers and directors of the Company who are subject to Section 16(b) of the Exchange Act (hereafter, “Section 16 Persons”) shall comply with any applicable conditions of Rule 16b-3 of the Exchange Act; (ii) transactions with respect to persons whose remuneration is subject to the provisions of Section 162(m) of the Code shall conform to the requirements of Section 162(m)(4)(C) of the Code; and (iii) every provision of the Plan shall be administered, interpreted, and construed to carry out the foregoing provisions of this sentence.

Notwithstanding any provision of the Plan to the contrary, the Plan is intended to give the Committee the authority to grant Awards that qualify as performance-based compensation under Section 162(m)(4)(C) of the Code as well as Awards that do not so qualify. Every provision of the Plan shall be administered, interpreted, and construed to carry out such intention, and any provision that cannot be so administered, interpreted, and construed shall to that extent be disregarded; and any provision of the Plan that would prevent an Award that the Committee intends to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code from so qualifying shall be administered, interpreted, and construed to carry out such intention, and any provision that cannot be so administered, interpreted, and construed shall to that extent be disregarded.

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3.5 Indemnification of Committee. In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted or made hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company and its Subsidiaries.

ARTICLE IV

Stock Subject to the Plan

4.1 Number of Shares Authorized for Issuance during Term of the Plan. Subject to adjustment as provided in Section 4.4 herein and to the next paragraph of this Section, the maximum aggregate number (the “Maximum Aggregate Number”) of Shares that may be issued pursuant to Awards made under the Plan during the term of the Plan stated in Section 1.3 shall not exceed the sum of (i) 3,500,000 and (ii) that number of Shares that (A) are represented by restricted stock or unexercised vested or unvested stock options which previously have been granted and are outstanding under the Massey Energy Company 1988 Executive Stock Plan, the Massey Energy Company Stock Plan for Non-Employee Directors, the Massey Energy Company 1996 Executive Stock Plan, the Massey Energy Company 1997 Restricted Stock Plan for Non-Employee Directors, and the Massey Energy Company 1999 Executive Performance Incentive Plan as of the Effective Date and (B) expire or otherwise lapse, are terminated or forfeited, are settled in cash, or are withheld or delivered to the Company for tax purposes at any time after the Effective Date. No awards shall be granted under the Massey Energy Company 1988 Executive Stock Plan, Massey Energy Company Stock Plan for Non-Employee Directors, Massey Energy Company 1996 Executive Stock Plan, Massey Energy Company 1997 Restricted Stock Plan for Non-Employee Directors, and the Massey Energy Company 1999 Executive Performance Incentive Plan on or after the Effective Date.

Except as provided in Sections 4.2 and 4.3 herein, only Shares actually issued in connection with the exercise of, or as other payment for Awards, under the Plan shall reduce the number of Shares available for future Awards under the Plan. Awards settled in cash shall not count against the Maximum Aggregate Number.

Stock that may be issued under the Plan may either be Shares reacquired by the Company, including Shares purchased in the open market, authorized but unissued Shares, Shares held in treasury, or Shares held in a grantor trust created by the Company. Such Shares, however, shall count against the Maximum Aggregate Number, except as provided in the foregoing paragraph.

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The Company, during the term of the Plan and thereafter during the term of any outstanding Award which may be settled in Stock, shall reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan.

4.2 Lapsed Awards or Forfeited Shares. If any Award granted under the Plan terminates, expires, or lapses for any reason other than by virtue of exercise of the Award, or if Shares issued pursuant to Awards are forfeited, any Stock subject to such Award again shall be available for the grant of an Award under the Plan.

4.3 Shares Used as Payment of Exercise Price or for Taxes. In the event a Participant pays the Option Price for Shares pursuant to the exercise of an Option with previously acquired Shares, the number of Shares available for future Awards under the Plan shall be reduced only by the net number of new Shares issued upon the exercise of the Option. In addition, in determining the number of shares of Stock available for Awards, if Stock has been delivered or exchanged by, or withheld from, a Participant as full or partial payment to the Company for payment of withholding taxes, or if the number of shares of Stock otherwise deliverable by the Company has been reduced for payment of withholding taxes, the number of shares of Stock exchanged by or withheld from a Participant as payment in connection with the withholding tax or so reduced by the Company shall again be available for the grant of an Award under the Plan.

4.4 Capital Adjustments. If the outstanding securities of the class then subject to the Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of shares or securities, or if cash, property or shares or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like, or if substantially all of the property and assets of the Company are sold, then (i) the Committee shall make appropriate and proportionate adjustments in the number and class of Shares subject to, or cash or other property that may be acquired pursuant to, each outstanding Award and the Option Price therefor in such manner as the Committee shall determine in order to retain the economic value or opportunity provided immediately prior to the transaction for which the adjustment is made and (ii) in all cases, unless the terms of such transaction shall provide otherwise, the Committee may make appropriate and proportionate adjustments in the maximum number and kind of shares or other securities, and the annual limits on and aggregate number of Shares for which Awards, that may be issued pursuant to such Awards thereafter granted under the Plan. Notwithstanding anything to contrary in the foregoing, any such adjustment shall be made in such a manner that will not affect the status of any Award intended to be excepted from treatment as nonqualified deferred compensation under Section 409A of the Code, qualify as an ISO under Section 422 of the Code or as “performance based compensation” under Section 162(m) of the Code. No fractional interests will be issued under the Plan resulting from any such adjustments.

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ARTICLE V

Eligibility

Persons eligible to participate in the Plan are (i) Members, (ii) Non-Employee Service Providers and (iii) Non-Employee Directors. Multiple grants of Awards under the Plan may be made in any calendar year to one or more Participants.

ARTICLE VI

Stock Options

6.1 Grant of Options. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Options under the Plan (with one Option representing one Share) to Members, Non-Employee Service Providers and Non-Employee Directors in such amounts as it shall determine; provided, however, that (i) Non-Employee Service Providers and Non-Employee Directors may only be granted Non-Qualified Stock Options, (ii) no Participant may be granted Options in any calendar year for more than 400,000 Shares, provided that only for purposes of qualifying for the performance-based compensation exception under Section 162(m) of the Code, Options which are awarded and then cancelled and Options for which the exercise price is lowered both continue to count against this limit, and (iii) the aggregate Fair Market Value (determined at the time the Award is made) of Shares with respect to which any Participant may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as shall be specified in Section 422 of the Code and rules and regulations thereunder.

6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options in the event of retirement, death, disability or other termination of employment or service, and such other provisions as the Committee shall determine. The Agreement shall specify whether the Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Code, or a Non-Qualified Stock Option not intended to be an Incentive Stock Option within the meaning of Section 422 of the Code; provided, however, that if an Option is intended to be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Non-Qualified Stock Option. If an Option is intended to be a Performance-Based Compensation Award, the terms and conditions thereof, including the Performance Goal and Performance Period, shall be set forth in an Agreement or in a subplan of the Plan which is incorporated by reference into an Agreement and the requirements to satisfy or achieve the Performance Goal as so provided therein shall be considered to be restrictions under the Plan.

6.3 Option Price. The Option Price of an Option shall be determined by the Committee subject to the following limitations. The Option Price shall not be less than 100% of the Fair Market Value of such Stock on the Grant Date. In addition, an ISO granted to a Member who, at the time of grant, owns (within the meaning of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, shall have an Option Price which is at least equal to 110% of the Fair Market Value of such Stock on the Grant Date.

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6.4 Duration of Options. Each Option shall expire at such time as the Committee shall determine; provided, however, that no Option shall be exercisable after the expiration of ten years from its Award Date. In addition, an ISO granted to a Member who, at the time of grant, owns (within the meaning of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, shall not be exercisable after the expiration of five years from its Grant Date.

6.5 Exercisability. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not be the same for all Participants.

6.6 Method of Exercise. Options shall be exercised by the delivery of a written notice to the Company in the form prescribed by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares and payment of (or an arrangement satisfactory to the Company for the Participant to pay) any tax withholding required in connection with the Option exercise. The Option Price shall be payable to the Company in full either in cash, by delivery of Shares of Stock valued at Fair Market Value at the time of exercise, or by a combination of the foregoing, except as otherwise provided below.

To the extent permitted under the applicable laws and regulations, at the request of the Participant and with the consent of the Committee, the Company agrees to cooperate in a “cashless exercise” of an Option. The cashless exercise shall be effected by the Participant delivering to a securities broker, selected or approved by the Committee, instructions to exercise all or part of the Option, including instructions to sell a sufficient number of shares of Stock to cover the costs and expenses associated therewith.

As soon as practicable, after receipt of written notice and payment of the Option Price and completion of payment of (or an arrangement satisfactory to the Company for the Participant to pay) any tax withholding required in connection with the Option exercise, the Company shall cause the appropriate number of Shares to be issued in the Participant’s name, which issuance shall be effected in book entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests in writing or the Committee so directs.

6.7 Restrictions on Stock Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities law, under the requirements of the New York Stock Exchange or any stock exchange upon which such Shares are then listed and under any blue sky or state securities laws applicable to such Shares. In the event the Committee so provides in an Agreement pertaining to an Option, Stock delivered on exercise of the Option may be designated as Restricted Stock or Stock subject to a buyback right by the Company in the amount of, or based on, the Option Price therefor or otherwise in the event the Participant does not complete a specified service period after exercise.

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ARTICLE VII

Stock Appreciation Rights

7.1 Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Stock Appreciation Rights under the Plan to Members and Non-Employee Service Providers in such amounts as it shall determine; provided, however, that no Participant may be granted more than 400,000 SARs in any calendar year; and provided, further, that only for purposes of qualifying for the performance-based compensation exception under Section 162(m) of the Code, SARs for which the Base Value provided in Section 7.5 against which the stock appreciation is determined is lowered continue to count against this limit.

7.2 SAR Agreement. Each SAR grant shall be evidenced by an Agreement that shall specify the Base Value (as defined in Section 7.5), the duration of the SAR, the number of Shares to which the SAR pertains, any conditions imposed upon the exercisability of the SAR in the event of retirement, death, disability or other termination of employment or service, and such other provisions as the Committee shall determine. SARs granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not be the same for all Participants consistent with the Plan. If a SAR Grant is intended to be a Performance-Based Compensation Award, the Performance Goal and Performance Period shall be set forth in an Agreement or in a subplan of the Plan which is incorporated by reference into an Agreement and the requirements to satisfy or achieve the Performance Goal as so provided therein shall be considered to be restrictions under the Plan.

7.3 Exercise of SARs. SARs may be exercised with respect to all or part of the Shares upon whatever terms and conditions the Committee, in its sole discretion, imposes upon such SARs. SARs shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee.

7.4 Other Conditions Applicable to SARs. In no event shall the term of any SAR granted under the Plan exceed ten years from the Grant Date. A SAR may be exercised only when the Fair Market Value of a Share exceeds the Base Value (as defined in Section 7.5).

7.5 Payment after Exercise of SARs. Subject to the provisions of the Agreement, upon the exercise of SARs, the Participant is entitled to receive, without any payment to the Company (other than applicable tax withholding when due), an amount equal (the “SAR Value”) to the product of multiplying (i) the number of Shares with respect to which the SAR is exercised by (ii) an amount equal to the excess of (A) the Fair Market Value per Share on the date of exercise of the SAR over (B) the “Base Value” of the SAR designated in the Agreement (which “Base Value” shall be the Fair Market Value per Share on the Award Date or any amount greater than such Fair Market Value stated as the Base Value in the Agreement). The Agreement may provide for payment of the SAR Value at the time of exercise or, on an elective or non-elective basis, for payment of the SAR Value at a later date, adjusted (if so provided

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in the Agreement) from the date of exercise based on an interest, dividend equivalent, earnings, or other basis (including deemed investment of the SAR Value in Shares) set out in the Agreement (the “adjusted SAR Value”). The Committee is expressly authorized to grant SARs which are deferred compensation covered by Section 409A of the Code, as well as SARs which are not deferred compensation covered by Section 409A of the Code.

Payment of the SAR Value or adjusted SAR Value to the Participant shall be made (i) in Shares, valued at the Fair Market Value on the date of exercise in the case of an immediate payment after exercise or at the Fair Market Value on the date of settlement in the event of an elective or non-elective delayed payment, (ii) in cash or (iii) in a combination thereof as determined or permitted by the Committee, either at the time of the Award or, unless otherwise provided in the applicable Agreement, thereafter, and as provided in the Agreement. Any payment in Shares shall be effected in book entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests in writing or the Committee so directs.

7.6 Restrictions on Stock Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of a SAR under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities law, under the requirements of the New York Stock Exchange or any stock exchange upon which such Shares are then listed and under any blue sky or state securities laws applicable to such Shares. In the event the Committee so provides in an Agreement pertaining to a SAR, Stock delivered on exercise of the SAR may be designated as Restricted Stock or Stock subject to a buyback right by the Company in the amount of, or based on, the Base Value (as defined in Section 7.5) therefor or otherwise in the event the Participant does not complete a specified service period after exercise.

ARTICLE VIII

Restricted Stock

8.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock under the Plan to such Members, Non-Employee Service Providers and Non-Employee Directors and in such amounts as it shall determine; provided, however, that no Participant may be granted more than 200,000 Shares of Restricted Stock in any calendar year. Participants receiving Restricted Stock Awards are not required to pay the Company therefor (except for applicable tax withholding when due) other than the rendering of services. As determined by the Committee, Shares of Restricted Stock may be issued in book entry or electronic form or in certificated form.

Notwithstanding anything to the contrary in the foregoing, the Committee is expressly authorized to make Awards of Restricted Stock based on a Member’s, Non-Employee Service Provider’s or Non-Employee Director’s acquisition and/or holding of Stock (including for this purpose any deemed investment in Stock) in his individual capacity or under any nonqualified deferred compensation plan or tax qualified plan (if permissible under applicable qualification rules of the Code) maintained by the Company or a Subsidiary.

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8.2 Restricted Stock Agreement. Each Restricted Stock Award shall be evidenced by an Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and the applicable restrictions (whether service-based restrictions, with or without performance acceleration, and/or performance-based restrictions) and such other provisions as the Committee shall determine. If an Award of Restricted Stock is intended to be a Performance-Based Compensation Award, the terms and conditions of such Award, including the Performance Goal and Performance Period, which shall be no less than one year, shall be set forth in an Agreement or in a subplan of the Plan which is incorporated by reference into an Agreement and the requirements to satisfy or achieve the Performance Goal as so provided therein shall be considered to be restrictions under the Plan. If vesting of an Award of Restricted Stock is intended to be service-based (whether solely service-based or service-based with performance acceleration), the Award’s service-based vesting period shall be at least three years, though the Award’s service-based vesting may occur ratably over the course of such period (e.g. a three year service-based award may vest one-third on each of the first, second and third anniversaries of the Grant Date). Unless otherwise determined by the Committee, custody of Shares of Restricted Stock maintained in certificated form shall be retained by the Company until the termination of the restrictions pertaining thereto.

8.3 Other Restrictions. The Committee may impose such other restrictions under applicable Federal or state securities laws as it may deem advisable, and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions.

8.4 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3 herein, each certificate representing Shares of Restricted Stock issued pursuant to the Plan shall bear the following legend:

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

8.5 Removal of Restrictions. Except as otherwise provided in this Article, Shares of Restricted Stock covered by each Award of, or payable in, Restricted Stock made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction and, where applicable, after a determination of the satisfaction or achievement on any applicable Performance Goal by the Committee. The Shares of Stock shall remain in book entry or electronic form, unless and until the Participant requests in writing, or the Committee directs, for certificates evidencing the Shares to be issued. Such Shares, having been released from the restrictions, shall not bear the restrictive legends required by Section 8.3 or 8.4.

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8.6 Voting Rights. Unless otherwise provided in the Agreement, during the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise voting rights with respect to those Shares.

8.7 Dividends and Other Distributions. Unless otherwise provided in the Agreement (which may or may not provide for the accumulation and payment of dividends and other distributions made in cash or property other than Shares until the Shares of Restricted Stock to which the dividends and other distributions relates vest), during the Period of Restriction, Participants entitled to or holding Shares of Restricted Stock granted hereunder shall be entitled to receive all dividends and other distributions paid in cash or property other than Shares with respect to those Shares of Restricted Stock. If any dividends or distributions are paid in Shares, such Shares shall be subject to the same restrictions on transferability and the same rules for vesting, forfeiture and custody as the Shares of Restricted Stock with respect to which they were distributed. If provided in the Agreement and if a Participant timely elects in accordance with the requirements for compliance with the nonqualified deferred compensation provisions of Section 409A of the Code, Participants may be given the right to elect to defer the receipt of such dividends and other distributions until the Participant ceases employment or service with the Company and its Subsidiaries, until a specified time or until the Shares of Restricted Stock to which the dividends and other distributions relate vest.

ARTICLE IX

Restricted Units

9.1 Grant of Restricted Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Units under the Plan (with one Restricted Unit representing one Share) to such Members, Non-Employee Service Providers and Non-Employee Directors and in such amounts as it shall determine; provided, however, that no Participant may be granted more than 200,000 Restricted Units in any calendar year. Participants receiving Restricted Unit Awards are not required to pay the Company therefor (except for applicable tax withholding when due) other than the rendering of services.

Notwithstanding anything to the contrary in the foregoing, the Committee is expressly authorized to make Awards of Restricted Units based on a Member’s, Non-Employee Service Provider’s or Non-Employee Director’s acquisition and/or holding of Stock (including for this purpose any deemed investment in Stock) in his individual capacity or under any nonqualified deferred compensation plan or tax qualified plan (if permissible under applicable qualification rules of the Code) maintained by the Company or a Subsidiary.

9.2 Restricted Unit Agreement. Each Restricted Unit Award shall be evidenced by an Agreement that shall specify the Period of Restriction, the number of Restricted Units granted, and the applicable restrictions (whether service-based restrictions, with or without performance acceleration, and/or performance-based restrictions) and such other provisions as the Committee shall determine. If an Award of Restricted Units is intended to be a Performance-Based Compensation Award, the terms and conditions of such Award, including the Performance Goal and Performance Period, which shall be no less than one year, shall be set forth in an

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Agreement or in a subplan of the Plan which is incorporated by reference into an Agreement and the requirements to satisfy or achieve the Performance Goal as so provided therein shall be considered to be restrictions under the Plan. If vesting of an Award of Restricted Units is intended to be service-based (whether solely service-based or service-based with performance acceleration), the Award’s service-based vesting period shall be at least three years, though vesting may occur ratably over the course of such period (e.g. a three year service-based award may vest one-third on each of the first, second and third anniversaries of the Grant Date).

9.3 Dividends and Other Distributions. Unless otherwise provided in the Agreement (which may or may not provide for the current payment, or for the accumulation subject to the same restrictions, vesting, forfeiture and payment as the Restricted Units to which they are attributable, of dividends and other distributions made in cash or property other than Shares), during the Period of Restriction, Participants holding Restricted Units shall have no rights to dividends and other distributions made in cash or property other than Shares which would have been paid with respect to the Shares represented by those Restricted Units if such Shares were outstanding. Unless otherwise provided in the Agreement, if any deemed dividends or other distributions would be paid in Shares, such Shares shall be considered to increase the Participant’s Restricted Units with respect to which they were declared based on one Share equaling one Restricted Unit. In addition, unless otherwise provided in the Agreement, during the Period of Restriction, any such deemed dividends and other distributions for which rights are provided but which are not paid currently shall be deemed converted to additional Restricted Units based on the Fair Market Value of a Share on the date of payment or distribution of the deemed dividend or distribution. If provided in the Agreement and if a Participant timely elects in accordance with the requirements for compliance with the nonqualified deferred compensation provisions of Section 409A of the Code, Participants may be given the right to elect to receive or defer the payment of any such deemed dividends and other distributions until the Participant ceases employment or service with the Company and its Subsidiaries, until a specified time or until the Restricted Units to which the dividends and other distributions relate vest.

9.4 Payment after Lapse of Restrictions. Subject to the provisions of the Agreement, upon the lapse of restrictions with respect to a Restricted Unit, the Participant is entitled to receive, without any payment to the Company (other than applicable tax withholding when due), an amount equal to the product of multiplying (i) the number of Shares with respect to which the restrictions lapse by (ii) the Fair Market Value per Share on the date the restrictions lapse (such amount, the “RU Value”).

The Agreement may provide for payment of the RU Value at the time of vesting or, on an elective or non-elective basis, for payment of the RU Value at a later date, adjusted (if so provided in the Agreement) from the date of exercise based on an interest, dividend equivalent, earnings, or other basis (including deemed investment of the RU Value in Shares) set out in the Agreement (the “adjusted RU Value”). The Committee is expressly authorized to grant Restricted Units which are deferred compensation covered by Section 409A of the Code, as well as Restricted Units which are not deferred compensation covered by Section 409A of the Code.

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Payment of the RU Value or adjusted RU Value to the Participant shall be made (i) in Shares, valued at the Fair Market Value on the date or dates the restrictions on the Award lapse in the case of an immediate payment after vesting or at the Fair Market Value on the date of settlement in the event of an elective or non-elective delayed payment, (ii) in cash or (iii) in a combination thereof as determined or permitted by the Committee, either at the time of the Award or, unless otherwise provided in the applicable Agreement, thereafter, and as provided in the Agreement. Any payment in Shares shall be effected in book entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests in writing or the Committee so directs.

ARTICLE X

Unrestricted Stock

Grant of Unrestricted Stock Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Unrestricted Stock Awards under the Plan to one or more Members and Non-Employee Service Providers in such amount or amounts as it shall determine; provided, however, that no Participant may be granted Unrestricted Stock Awards in any calendar year for more than 200,000 Shares and that the aggregate number of Shares that may be issued under the Plan as Unrestricted Stock Awards during the term of the Plan shall not exceed 5% of the Maximum Aggregate Number of Shares as determined in Section 4.1. Participants receiving Unrestricted Stock Awards are not required to pay the Company therefor (except for applicable tax withholding when due). Payment of a Unrestricted Stock Award shall be effected as soon as practicable after the Award Date in book entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests in writing or the Committee so directs.

Notwithstanding anything to the contrary in the foregoing, the Committee is expressly authorized to make Awards of Unrestricted Stock based on a Member’s, Non-Employee Service Provider’s or Non-Employee Director’s acquisition and/or holding of Stock (including for this purpose any deemed investment in Stock) in his individual capacity or under any nonqualified deferred compensation plan or tax qualified plan (if permissible under applicable qualification rules of the Code) maintained by the Company or a Subsidiary.

ARTICLE XI

Incentive Awards

11.1 Incentive Award. Subject to the terms and conditions of the Plan, Incentive Awards may be granted to Members and Non-Employee Service Providers at any time and from time to time as shall be determined by the Committee. Each Incentive Award will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one year. Each Incentive Award shall contain provisions regarding (i) the target, minimum and maximum amounts payable to the Participant as an Incentive Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment, (iv) the timing of any payment earned by virtue of

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performance, (v) restrictions on the alienation or transfer of the Incentive Award prior to actual payment, (vi) forfeiture provisions, (vii) immediate vesting provisions, and (viii) such further terms and conditions, in each case not inconsistent with the Plan as may be determined from time to time by the Committee. In establishing the provisions of Incentive Awards, the Committee may refer to categories of such Awards as parts of a subplan or a “Program” under the Plan, which names will not affect the applicability of this Plan. The maximum amount payable as an Incentive Award may be a multiple of the target amount payable, but the total of the maximum amount payable pursuant to that portion of an Incentive Award granted under this Plan for any fiscal year to any Participant that is intended to satisfy the requirements for “performance based compensation” under Section 162(m) of the Code and that portion of an Incentive Award granted under this Plan for any fiscal year that is not intended to satisfy the requirements for “performance based compensation” under Section 162(m) of the Code shall not exceed $10,000,000.

11.2 Performance Criteria. The Committee shall establish the performance criteria and level of achievement versus the criteria which shall determine the target and the minimum and the maximum amounts payable under an Incentive Award, which criteria may be based on financial performance and/or personal performance evaluations. The Committee may specify the percentage of the target Incentive Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance criteria for any portion of an Incentive Award that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Performance Goals selected by the Committee and specified at the time required under Section 162(m) of the Code.

11.3 Timing and Form of Payment. The Committee shall determine the timing of payment of any Incentive Award. The Committee may provide for or, subject to such terms and conditions as the Committee may specify in the Incentive Award Agreement and subject to the requirements of Section 409A of the Code, may permit a Participant to elect for the payment of any Incentive Award to be deferred to a specified date or dates or to an event. Payment of the amount to which a Participant shall be entitled upon the settlement of an Incentive Award shall be made in cash, Shares, property or a combination thereof as determined by the Committee. Payment may be made in a lump sum or installments as determined or permitted by the Committee in the Incentive Award Agreement. Payment may be made (i) in Shares, valued at the Fair Market Value on the date of settlement, (ii) in cash or (iii) in a combination thereof as determined or permitted by the Committee, either at the time of the Award or, unless otherwise provided in the applicable Agreement, thereafter, and as provided in the Agreement. Any payment in Shares shall be effected in book entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests in writing or the Committee so directs.

11.4 Restrictions on Stock Transferability. The Committee may impose such restrictions on any Shares acquired in connection with the settlement of an Incentive Award under the Plan as it may deem advisable, including, without limitation, restrictions under

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applicable Federal securities law, under the requirements of the New York Stock Exchange or any stock exchange upon which such Shares are then listed and under any blue sky or state securities laws applicable to such Shares. In the event the Committee so provides in an Agreement pertaining to Incentive Award, Stock delivered connection with the settlement of an Incentive Award may be designated as Restricted Stock or Stock subject to a buyback right by the Company on such basis as the Committee may provide in the event the Participant does not complete a specified service period after vesting in the Award.

11.5 Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive Award on account of either financial performance or personal performance evaluations may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

ARTICLE XII

Change in Control

In the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, in its sole discretion may, as to any outstanding Award, either at the time the Award is made or any time thereafter, take any one or more of the following actions: (i) provide for the acceleration of any time periods relating to the exercise or realization of any such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the Committee; (ii) provide for the purchase or settlement of any such Award by the Company, with or without a Participant’s request, for an amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of such Participant’s rights had such Award been currently exercisable or payable; (iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (iv) cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation in such Change in Control.

ARTICLE XIII

Modification, Extension and Renewal of Awards

Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Awards and may modify the terms of an outstanding Agreement; provided that the exercise price of any Award may not be lowered other than pursuant to Section 4.4 herein. In addition, the Committee may accept the surrender of outstanding Awards granted under the Plan or outstanding awards granted under any other equity compensation plan of the Company and authorize the granting of new Awards pursuant to the Plan in substitution therefor so long as the new or substituted awards do not specify a lower exercise price or Base Value than the surrendered Awards or awards and are not of a different type (with Options and SARs being one type and thus not eligible to be exchanged for any Award other than Options or SARs), and otherwise the new Awards may specify a longer term than the surrendered Awards or awards, may provide for more rapid vesting and exercisability than the surrendered Awards or awards, and may contain any other provisions that are authorized by the Plan. Notwithstanding the foregoing, however, no modification of an Award, shall, without the consent of the Participant, adversely affect the rights or obligations of the Participant.

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ARTICLE XIV

Amendment, Modification and Termination of the Plan

14.1 Amendment, Modification and Termination. At any time and from time to time, the Board may terminate, amend, or modify the Plan. Such amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations.

14.2 Awards Previously Granted. No termination, amendment or modification of the Plan herein shall in any manner adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant.

ARTICLE XV

Withholding

15.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, State and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of the Plan or any Agreement.

15.2 Stock Withholding. With respect to withholding required upon the exercise of Non-Qualified Stock Options, or upon the lapse of restrictions on Restricted Stock, or upon the occurrence of any other taxable event with respect to any Award, Participants may elect, subject to the approval of the Committee, or the Committee may require Participants to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares of Stock having a Fair Market Value equal to the amount required to be withheld. The value of the Shares to be withheld shall be based on the Fair Market Value of the Shares on the date that the amount of tax to be withheld is to be determined. All elections by Participants shall be irrevocable and be made in writing and in such manner as determined by the Committee in advance of the day that the transaction becomes taxable.

ARTICLE XVI

Successors

All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

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ARTICLE XVII

General

17.1 Requirements of Law. The granting of Awards and the issuance of Shares of Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or self-regulatory organizations as may be required.

17.2 Effect of the Plan. The establishment of the Plan shall not confer upon any Member, Non-Employee Service Provider or Non-Employee Director any legal or equitable right against the Company, a Subsidiary or the Committee, except as expressly provided in the Plan. The Plan does not constitute an inducement or consideration for the employment or service of any Member, Non-Employee Service Provider or Non-Employee Director, nor is it a contract between the Company or any of its Subsidiaries and any Member, Non-Employee Service Provider or Non-Employee Director. Participation in the Plan shall not give any Member, Non-Employee Service Provider or Non-Employee Director any right to be retained in the service of the Company or any of its Subsidiaries. Except as may be otherwise expressly provide in the Plan or in an Agreement, no Member, Non-Employee Service Provider or Non-Employee Director who receives an Award shall have rights as a shareholder of the Company prior to the date Shares are issued to the Participant pursuant to the Plan, regardless of whether such Shares are held in book entry or electronic form or in certificated form.

17.3 Creditors. The interests of any Participant under the Plan or any Agreement are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered.

17.4 Governing Law. The Plan, and all Agreements hereunder, shall be governed, construed and administered in accordance with and governed by the laws of the State of Delaware and applicable federal law. The Committee may provide that any dispute as to any Award shall be presented and determined in such forum as the Committee may specify, including through binding arbitration. Any reference in this Plan or in an Agreement evidencing any Award to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

17.5 Conflicts between the Plan and an Agreement. In the event of a conflict between the Plan and an Agreement, the terms of the Plan shall control.

17.6 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

17.7 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.

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17.8 Transferability. Except for family transfers authorized in this Section (but only if the Agreement evidencing an Award, or an amendment thereto authorized by the Committee, expressly states that it is transferable as provided herein), no Award granted under the Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner, other than by will or the laws of descent and distribution, prior to the vesting or lapse of any and all restrictions applicable to any Shares issued under an Award. The Committee may in its sole discretion grant an Award (other than an ISO) or amend an outstanding Award (other than an ISO) to provide that the Award is transferable or assignable to a member or members of the Participant’s “immediate family,” as such term is defined under Exchange Act Rule 16a-l(e), or to a trust for the benefit solely of a member or members of the Participant’s immediate family, or to a partnership or other entity whose only owners are members of the Participant’s family; provided that following any such transfer or assignment the Award will remain subject to substantially the same terms applicable to the Award while held by the Participant, as modified as the Committee in its sole discretion shall determine appropriate, and the Participant shall execute an agreement agreeing to be bound by such terms.

17.9 Termination of Employment or Service. Unless otherwise provided in the Agreement pertaining to an Award, in the event that a Participant terminates his employment or service with the Company and its Subsidiaries for any reason, then the unvested portion of such Award shall automatically be forfeited to, and be acquired at no cost by, the Company. Unless otherwise provided in the Agreement pertaining to an Award, in determining cessation of employment or service, transfers between the Company and/or any Subsidiary shall be disregarded, and changes in status between that of a Member, a Non-Employee Service Provider and a Non-Employee Director shall be disregarded. The Committee may provide in an Agreement made under the Plan for vesting of Awards in connection with the termination of a Participant’s employment or service on such basis as it deems appropriate, including, without limitation, any provisions for vesting at death, disability, retirement or in connection with a Change in Control with or without the further consent of the Committee. The Agreements evidencing Awards may contain such provisions as the Committee may approve with reference to the effect of approved leaves of absence.

17.10 Registration and Other Laws And Regulations. The Plan, the grant and exercise of Awards hereunder, and the obligation of the Company to sell, issue or deliver Shares under such Awards, shall be subject to all applicable federal, state and foreign laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares under any federal, state or foreign law or any ruling or regulation of any government body which the Committee shall, in its sole discretion, determine to be necessary or advisable.

No Option shall be exercisable unless a registration statement with respect to the Option is effective or the Company has determined that such registration is unnecessary. Unless the Awards and Shares covered by the Plan have been registered under the

22

Securities Act of 1933, as amended, or the Company has determined that such registration is unnecessary, each person receiving an Award and/or Shares pursuant to any Award may be required by the Company to give a representation in writing that such person is acquiring such Shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of any party thereof.

17.11 Beneficiary Designation. Each Participant shall have the right to notify the Committee in writing in a form acceptable to the Committee of any designation of a successor in interest (a “Beneficiary”) to receive, if alive, benefits under the Plan or, if permitted by the Committee, with respect to any Award in the event of his death. Such designation may be changed from time to time by notice in writing to the Committee in a form acceptable to the Committee. If a Participant dies without having designated a Beneficiary, or if the Beneficiary so designated has predeceased the Participant or cannot be located by the Committee within one year after the date when the Committee commenced making a reasonable effort to locate such Beneficiary, then the executor or the administrator of the Participant’s estate shall be deemed to be his Beneficiary. Any Beneficiary designation may include multiple, contingent or successive Beneficiaries and may specify the proportionate distribution to each Beneficiary. If a Beneficiary shall survive the Participant, but shall die before the entire benefit payable to such Beneficiary has been distributed, then absent any other provision by the Participant, the unpaid amount of such benefit shall be distributed to the estate of the deceased Beneficiary. If multiple Beneficiaries are designated, absent provisions by the Participant, those named or the survivors of them shall share equally any benefits payable under the Plan. Any Beneficiary, including the Participant’s spouse, shall be entitled to disclaim any benefit otherwise payable to him under the Plan.

17.12 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 Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. For purposes of Sections 4.4, 6.5, 7.3, and 8.5 and Articles XII, XIII, and XIV, actions taken by the Board or the Committee, as applicable, shall be undertaken in a manner that either (a) will not negatively affect the status of any compensation, benefits or other remuneration intended to be excepted from treatment as deferred compensation subject to Section 409A of the Code, or (b) will otherwise comply with Section 409A of the Code. The Committee is authorized to amend any Agreement and to amend or declare void any election by a Participant as may be determined by it to be necessary or appropriate to evidence or further evidence required compliance with Section 409A of the Code.

For purposes of this Plan and the Agreements, unless otherwise provided in the Agreement, where the Agreement provides nonqualified deferred compensation subject to Section 409A of the Code, termination of employment or service will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services Participant would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period (or if less, the period of the Participant’s employment or service).

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Where an Agreement provides nonqualified deferred compensation subject to Section 409A of the Code, payments or settlement in connection with a separation from service payment event will be delayed, to the extent applicable, until six months after the separation from service or, if earlier, the Participant’s death, if the Participant is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payment or settlement which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

Where an Agreement provides or may provide nonqualified deferred compensation subject to Section 409A of the Code, no elective deferral of payment or settlement of the Award to which the Agreement relates shall be permitted unless the election deferral provisions therefore are set out in the Agreement or in another written document authorized by the Committee in accordance with the election requirements of Section 409A of the Code.

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EX-10.17

Exhibit 10.17

MASSEY EXECUTIVE

DEFERRED COMPENSATION PROGRAM

(Amended and Restated Effective as of January 1, 2009)

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	6
4.02.	Contribution Adjustments	6
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 OptionsAccounts	6
5.02.	Election of Investment Options	6
5.03.	Method of Crediting Earnings Adjustments	7
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	9
7.02.	Unforeseeable Emergency	9
7.03.	Withdrawals of Non-409A Funds	10
7.04.	Withdrawals of 409A Funds	10
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	11
8.04.	Continuation of Employment	11
8.05.	Responsibility for Legal Effect	11
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	12
8.11.	Electronic Administration	12
8.12.	Nonqualified Deferred Compensation Plan Omnibus Provision	12
ARTICLE IX
ADOPTION
EXHIBIT I		14

ii

MASSEY EXECUTIVE

DEFERRED COMPENSATION PROGRAM

(Amended and Restated Effective as of January 1, 2009)

THIS INSTRUMENT amends and restates the Massey Executive Deferred Compensation Program as previously amended and restated effective as of January 1, 2009.

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) effective as of January 1, 2005; and

WHEREAS, at the effective date of the 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 now desires to amend and restate the Plan again in order to provide for compliance with final regulations under Code Section 409A effective January 1, 2009, 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, 2009 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.

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 Section 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 with the Company according to Section 414(o).

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 1.409A-3(i)(5)(v)B of the Treasury Regulations, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such third person or group) shares of the Company having 30% or more of the total voting power of the stock of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other

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business combination or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Company before the Transaction are replaced during and 12 month period as directors of the Company or any successor to the Company by directors whose appointment or election is not endorsed by a majority of the directors of the Company before the Transaction.

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.

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, 2009.

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 Affiliates 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 Affiliates 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 Accrual 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 Accrual Account balance not considered to be deferred compensation covered by the rules of Code Section 409A including the part of any Accrual Account as of December 31, 2004, the right to which is earned and vested as of such date, plus any future contributions to such accounts, the right to which was earned and vested as of such date, to the extent such contributions are actually made, and applicable earnings (less losses) on such amounts.

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.

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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.

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. In addition, the 2005 SAR account described in Plan Section 6.01(h) shall be maintained and accounted for separately from the balance of the SAR Account or any other subdivision thereof maintained for the Participant in question.

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 the Participant’s employment with the Company and its Affiliates on account of death, disability, severance or any other reason. Cessation of employment shall be interpreted consistent with the rules for a “separation from service” for purposes of Code Section 409A, and the Company and each Affiliate shall be treated as a single employer.

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. A Participant shall continue to participate and be entitled to defer amounts under the Plan until such date as the Committee may declare he is no longer a Participant entitled to defer amounts under the Plan or until the date that he is no longer an Eligible Employee, provided, however, that deferrals under the Plan shall cease only to the extent permissible under Code Section 409A.

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ARTICLE IV

MAINTENANCE OF ACCOUNTS

4.01. ACCOUNTS. The Company shall maintain one or more Accrual Accounts and subdivisions therefore 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.

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

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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 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 the 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 deadline of six months prior to the end of the performance period for a bonus or incentive pay which is which is performance-based compensation and 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 may not be

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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 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)), the 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 on or as soon as administratively practicable following March 20 of the calendar year 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 in accordance with Section 6.01(g).

(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 without regard to any delay to the first installment payment that may occur in accordance with Sections 6.01(d) and (g).

(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.

(g) If at any time when the Company has any stock publicly traded on an established securities market or otherwise, a Participant who is a “specified employee” (as defined in regulations promulgated under Section 409A of the Code) is entitled to benefits under this Plan upon a “separation from service” then to the extent necessary to comply with the “specified employee” rule of Code Section 409A, no payments may be made hereunder before the date which is six months after the Participant’s separation from service or, if earlier, his date of death. All such amounts which would have otherwise been required to be paid to the Participant during such six months, or if earlier, the Participant’s death, shall be paid in one lump sum payment as soon as administratively practicable after the date which is six months after the Participant’s separation from service or, if earlier, the Participant’s death. This provision is intended to comply with the “specified employee” rule of Code Section 409A and shall be interpreted accordingly.

(h) Notwithstanding the foregoing, the SAR Account balance of Don L. Blankenship attributable to those Stock Appreciation Rights (“SARs”) awarded to him under the Massey Energy Company 1997 Stock Appreciation Rights Plan as provided in that certain Amendment No. 1 dated February 22, 2005 to the Amended and Restated Employment Agreement entered into as of November 1, 2001, as amended and restated on July 16, 2002, by and between the Company, A.T. Massey Coal Company, Inc. and said Blankenship shall be paid in a lump sum on the first anniversary of Blankenship’s separation from service with the Company and its affiliates for purposes of Code Section 409A or death (whichever occurs first). The value transferred to the Plan on exercise of the aforementioned SARs shall be separately accounted for through the maintenance of a separate subdivision of the SAR Account under the Plan called the “2005 SAR Account.”

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ARTICLE VII

OTHER DISTRIBUTION EVENTS

7.01. CHANGE OF CONTROL. Notwithstanding any other Section hereof, if a Participant’s employment with the Company and its Affiliates 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 as described in Plan Section 6.01(g). In addition, notwithstanding the foregoing, this Section shall not apply to any Non-409A Funds to which this distribution right was not available on October 3, 2004. Finally, notwithstanding the foregoing, this Section shall not apply to the 2005 SAR Account described in Plan Section 6.01(h).

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 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 resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or the Participant’s dependent (as defined in Code Section 152, without regard to Code Section (b)(1), (b)(2) and (d)(1)(B)), a loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the cost of prescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay for funeral expenses of a spouse, beneficiary or dependent may also constitute an Unforeseeable Emergency. 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, and to the extent the definition of “Unforeseeable Emergency” set forth above would result in a material modification within the meaning of Code Section 409A with respect to the Non-409A Funds, the definition of “Unforeseeable Emergency” in effect under the Plan on December 31, 2004 shall apply in lieu of the above definition.

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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 the 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 deadline of six months prior to the end of the performance period for a bonus or incentive pay which is performance-based compensation and 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 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

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

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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.

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.

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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 and then complies with Code Section 409A.

ARTICLE IX

ADOPTION

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

[Signature on following page.]

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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 23 day of December, 2008, effective January 1, 2009.

MASSEY ENERGY COMPANY

/s/ John M. Poma

Its Vice President - Human Resources

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EXHIBIT I

PLAN INVESTMENT OPTIONS

(Effective as of July 30, 2008)

Effective July 30, 2008, the following Investment Funds (with the description of investment objectives and strategy being as of March 31, 2008, but subject to change by the fund managers as permitted by the applicable fund governing documents) are available under the Plan:

• INVESCO Stable Value Trust is managed by INVESCO Institutional (N.A.), Inc. This fund seeks the preservation of principal and interest income reasonably obtained under prevailing market conditions and rates, consistent with seeking to maintain required liquidity.

• Oppenheimer Strategic Income Fund is managed by Oppenheimer Funds. This fund seeks high current income by investing mainly in debt securities. The fund invests mainly in debt securities of issuers in three market sectors: foreign governments and companies, J.S. government securities and lower-rated high yield securities of U.S. and foreign companies (commonly called “junk bonds”). The fund can invest 100% of its assets in any one sector at any time.

This fund replaces the INVESCO Core Fixed Income Trust effective July 30, 2008; and all Plan balances held in, and all contribution investment directions allocating funds to, the INVESCO Core Fixed Income Trust otherwise in effect on July 30, 2008 shall automatically be converted to investment directions allocating funds to the Oppenheimer Strategic Income Fund.

• American Balanced Fund is managed by The American Funds Group. This fund seeks capital preservation, current income, and long-term growth of capital and income. This fund normally invests in a broad range of securities including stocks and bonds. The Fund may also invest in securities issued and guaranteed by the U.S. government.

• American Fundamental Investors is managed by The American Funds Group. This fund seeks long-term growth of capital and income and invests primarily in common stocks or securities convertible into common stocks and may invest up to 80% of its assets in securities of issuers domiciled outside the U.S. and not included in the S&P 500 Composite market instruments.

• Vanguard 500 Index Fund is managed by The Vanguard Group, Inc. This fund seeks to match the performance of a benchmark index that measures the investment return of large-capitalization stocks. This fund employs a passive management strategy designed to track the performance of the S&P 500 Index, which is dominated by the stocks of large U.S. companies.

• AIM Constellation Fund is managed by AIM Investors, Inc. This fund seeks growth of capital. This fund invests primarily in common stocks of companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The fund will invest without regard to market capitalization and may also invest up to 20% of its total assets in foreign securities.

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• Allianz OpCap Renaissance Fund is managed by Allianz Global Investors Distributors, LLC. This fund seeks long-term capital growth and current income. This fund primarily invests in common stocks of companies with below-average valuations whose business fundamentals are expected to improve. The fund may invest in foreign securities.

• Thornburg International Value Fund is managed by Thornburg Investment Management, Inc. The fund seeks long-term capital appreciation by investing primarily in foreign securities or depository receipts of foreign equity and debt securities. The fund may invest in companies of any size, but invests primarily in the large and middle range of public company market capitalizations. The fund may also invest in developing markets.

This Investment Fund was added as an available Investment Fund under the Plan effective July 30, 2008.

Effective July 30, 2008, the following fund ceased to be an available Investment Funds under the Plan:

• INVESCO Core Fixed Income Trust is managed by INVESCO Institutional (N.A.), Inc. This fund seeks current income, with a secondary objective of capital appreciation. Under normal market conditions, this fund will primarily invest in investment grade fixed income securities of varying maturities, coupon rates, issuer classes, yield characteristics, and other characteristics; however, this fund also may invest in money market instruments or other securities.

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EX-10.18

Exhibit 10.18

MASSEY ENERGY COMPANY

DEFERRED DIRECTORS’ FEES PROGRAM

Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

			Page
Section
PURPOSE			1
ARTICLE I DEFINITIONS			1
	1.01.	Administrator	1
	1.02.	Beneficiary or Beneficiaries	1
	1.03.	Board	1
	1.04.	Common Stock	1
	1.05.	Company	1
	1.06.	Compensation	1
	1.07.	Deferral Year	1
	1.08.	Deferred Account	2
	1.09.	Deferred Benefit	2
	1.10.	Directors	2
	1.11.	Election Date	2
	1.12.	Election Form	2
	1.13.	Fair Market Value	2
	1.14.	Meeting Fees	3
	1.15.	Participant	3
	1.16.	Plan	3
	1.17.	Restricted Stock	3
	1.18.	Restricted Stock Cash Dividends	3
	1.19.	Retainer Fee	3
	1.20.	Terminate, Terminating, or Termination	3
ARTICLE II PARTICIPATION			4
ARTICLE III DEFERRAL ELECTION			4
	3.01.	Elections	4
	3.02.	Effect of No Election	5
ARTICLE IV BENEFITS			5
	4.01.	Benefits	5
	4.02.	Distributions	5
ARTICLE V INVESTMENT OPTIONS			6
	5.01.	Investment Options	6

	5.02.	Election of Investment Options	7
	5.03.	Method of Crediting Earnings	7
ARTICLE VI GENERAL PROVISIONS			8
	6.01.	Company’s Obligation	8
	6.02.	Control by Participant	8
	6.03.	Claims Against Participant’s Deferred Benefits	8
	6.04.	Amendment or Termination	8
	6.05.	Notices	9
	6.06.	Waiver	9
	6.07.	Construction	9
	6.08.	Omnibus Section 409A Provisions	9
	6.09	Effectiveness	9

PURPOSE

The Massey Energy Company Deferred Directors’ Fees Program (the “Plan”), is intended to constitute a deferred compensation plan for corporate directors’ fees and cash dividends paid on restricted stock held by Directors.

ARTICLE I

DEFINITIONS

The following definitions apply to this Plan and to the Election Forms.

1.01. Administrator

Administrator means the Company’s General Counsel.

1.02. Beneficiary or Beneficiaries

Beneficiary or Beneficiaries means a person or persons or other entity designated on an Election Form by a Participant to receive a Deferred Benefit. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the benefit, the Participant’s Beneficiary is the first of the following who survives the Participant: a Participant’s spouse (the person legally married to the Participant when the Participant dies); the Participant’s children in equal shares and the Participant’s estate.

1.03. Board

Board means the board of directors of the Company.

1.04. Common Stock

Common Stock means the common stock of the Company.

1.05. Company

Company means Massey Energy Company and any successor business by merger, purchase, or otherwise that maintains the Plan.

1.06. Compensation

Compensation means a Director’s Meeting Fees and Retainer Fees for the Deferral Year.

1.07. Deferral Year

Deferral Year means a calendar year for which a Director has an operative Election Form.

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1.08. Deferred Account

Deferred Account means that bookkeeping record established for each Participant who elects a Deferred Benefit. A Deferred Account is established only for purposes of measuring a Deferred Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Benefit. A Deferred Account will be credited with the Participant’s Compensation deferred as a Deferred Benefit according to an Election Form.

1.09. Deferred Benefit

Deferred Benefit means the benefit available under the Plan for a Participant who has submitted a valid Election Form to defer his Retainer Fees, Meeting Fees, Restricted Stock Cash Dividends or any combination of the foregoing.

1.10. Directors

Directors means those duly elected members of the Board who are not employees of the Company.

1.11. Election Date

Election Date means the date established by this Plan as the date before which a Director must submit a valid Election Form to the Administrator. For each Deferral Year, the Election Date is December 31 of the preceding calendar year. However, for an individual who becomes a Director during a Deferral Year, the Election Date is the thirtieth day following the date that he becomes a Director to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

1.12. Election Form

Election Form means the form used by a Participant according to this Plan to establish the duration of deferral and the frequency of payments of a Deferred Benefit. A Participant’s distribution election, investment election and Beneficiary designation are part of a Participant’s Election Form.

1.13. Fair Market Value

Fair Market Value means, on any given date, the closing price of a share of Common Stock as reported on the New York Stock Exchange composite tape on such day or, if the Common Stock was not traded on the New York Stock Exchange on such day, then the next preceding day that the Common Stock was traded on such exchange, all as reported by such source as the Administrator may select. If shares of Common Stock are not then traded on the New York Stock Exchange, the Fair Market Value shall be determined by the Administrator using any reasonable method in good faith.

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1.14. Meeting Fees

Meeting Fees means the portion of a Director’s Compensation that is based upon his attendance at Board meetings and meetings of the Company’s committees, according to the Company’s established rules and procedures for compensating Directors.

1.15. Participant

Participant means, with respect to any Deferral Year, a Director whose Election Form is operative for that Deferral Year.

1.16. Plan

Plan means the Massey Energy Company Deferred Directors’ Fees Program.

1.17. Restricted Stock

Restricted Stock means any shares of Common Stock awarded to a Director in connection with his service as Director that is non-transferable and subject to a substantial risk of forfeiture.

1.18. Restricted Stock Cash Dividends

Restricted Stock Cash Dividends means any cash dividends paid on any Restricted Stock that a Director holds at a time when the Restricted Stock is non-transferable and subject to a substantial risk of forfeiture. Restricted Stock Cash Dividends include regular quarterly dividends, special extraordinary dividends or any other dividends that may be paid on the Restricted Stock.

1.19 Retainer Fee

Retainer Fee means that portion of a Director’s Compensation that is fixed and paid without regard to his attendance at meetings.

1.20. Terminate, Terminating, or Termination

Terminate, Terminating, or Termination, with respect to a Participant, mean cessation of his relationship with the Company and its affiliates taken into account for purposes of Section 409A of the Code as a Director whether by death, disability or severance for any other reason, which cessation constitutes a “separation from service” within the meaning of Section 409A of the Code. For this purpose, if Participant, after cessation of his relationship with the Company as a Director, provides services as an employee, the services provided as an employee are not to be taken into account in determining whether the Participant has a separation from service as a Director for purposes of the Plan unless otherwise required by Section 409A of the Code.

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ARTICLE II

PARTICIPATION

A Director becomes a Participant for any Deferral Year by filing a valid Election Form on or before the Election Date for that Deferral Year, but only if his Election Form is operative according to Article III.

ARTICLE III

DEFERRAL ELECTION

3.01. Elections

A deferral election is valid when an Election Form is completed, signed by the electing Director, and received by the Administrator. Deferral elections are governed by the provisions of this section.

(a) A Participant may elect a Deferred Benefit for any Deferral Year if he is a Director at the beginning of that Deferral Year or becomes a Director during that Deferral Year.

(b) Before each Deferral Year’s Election Date, each Director will be provided with an Election Form. Under the Election Form for a single Deferral Year, a Director may elect on or before the Election Date to defer the receipt of all or part of his Retainer Fee (in 10% multiples or a fixed dollar amount) or all or part of his Meeting Fees (in 10% multiples or a fixed dollar amount), or both for the Deferral Year that will be earned and payable after the Election Date and/or all part of his Restricted Stock Cash Dividends (in 10% multiples or a fixed dollar amount) to be paid on Restricted Stock granted during the Deferral Year that will be declared and payable after the Election Date (whether paid in that Deferral Year or later). If he does so on or before December 31, 2008, a Director may elect to defer all or part of his Restricted Stock Cash Dividends (in 10% multiples or a fixed dollar amount) to be paid on Restricted Stock granted on or before December 31, 2008 that will be declared and payable after December 31, 2008 (whether paid in 2009 or later). A Director may make separate elections with respect to quarterly cash dividends, special extraordinary dividends or other dividends that may be paid on his Restricted Stock.

(c) If he does so on or before the Election Date for the Deferral Year, the Administrator may reject any Election Form, and the Administrator is not required to state a reason for any rejection. The Administrator may modify any Election Form at any time to the extent necessary to comply with any federal securities laws or regulations and as permitted by Section 409A of the Code. However, the Administrator’s rejection of any Election Form or the Administrator’s modification of any Election Form must be based upon action taken without regard to any vote of the Director whose Election Form is under consideration, and the Administrator’s rejections must be made on a uniform basis with respect to similarly situated

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Directors. If the Administrator rejects an Election Form, the Director must be paid the amounts he would then have been entitled to receive if he had not submitted the rejected Election Form.

(d) A Director may not revoke an Election Form after the Election Date for the Deferral Year. A Director may not revoke an Election Form after December 31, 2008 under which he elected to defer the receipt of all or part of his Restricted Stock Cash Dividends to be paid on Restricted Stock granted on or before December 31, 2008 (whether paid in 2009 or later). Any revocation on or before the Election Date is the same as a failure to submit an Election Form. Any writing signed by a Director expressing an intention to revoke his Election Form and delivered to the Administrator before the close of business on the relevant Election Date is a revocation.

3.02. Effect of No Election

A Director who has not submitted a valid Election Form to the Administrator on or before the relevant Election Date may not defer his Compensation for, or Restricted Stock Cash Dividends payable with respect to Restricted Stock granted during, the Deferral Year under this Plan.

ARTICLE IV

BENEFITS

4.01. Benefits

Deferred Benefits shall be credited to a Deferred Account for each Participant and credited with earnings as described in Article V.

4.02. Distributions

(a) According to a Participant’s Election Form, a Deferred Benefit shall be distributed in cash except with respect that portion of a Deferred Benefit which is credited as an investment in Common Stock. In such case, the Deferred Benefit, or portion thereof, shall be distributed in shares of Common Stock equal to the number of whole shares of Common Stock credited to the Participant’s Deferred Account on the last day of the month preceding the month of distribution. Any shares of Common Stock issued under the Plan must be issued from the Company’s treasury shares. However, cash must be paid in lieu of a fractional share of Common Stock credited the Participant’s Deferred Account on the last day of the month preceding the month of distribution.

(b) Deferred Benefits will be paid in a lump sum unless the Participant’s Election Form specifies annual installment payments

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over a period of up to 20 years. A Deferred Benefit payable in installments will continue to be credited with earnings and losses on the unpaid balance of a Deferred Account through the end of the month preceding the month of distribution.

(c) Except where the Participant Terminates on account of his death, any lump sum payment will be paid or installment payments will begin to be paid as follows:

(i) on December 31 of the year the Director Terminates, if his Termination occurs on a date from January 1 through June 30 of such year; or

(ii) on the February 15 following the year of the Director’s Termination, if his Termination occurs on a date from July 1 through December 31.

Notwithstanding anything to the contrary herein, if a Participant is a “specified employee” with respect to the Company and its affiliates for purposes of Section 409A of the Code on the date he Terminates, no payment shall be made to the Participant until the date which is six months following the date of his separation from service. A Participant may use only one Beneficiary Designation Form to designate one or more Beneficiaries for all of his Deferred Benefits under the Plan. Any lump sum payment will be paid to the Beneficiary, or installment payments will begin to be paid to each Beneficiary on February 15 of the year following the Participant’s death. Multiple Beneficiaries will be paid pursuant to a single distribution method.

(d) Deferred Benefits may not be assigned by a Participant or Beneficiary.

(e) Any Common Stock distributed pursuant to the Plan shall have been acquired from the Company’s treasury shares.

ARTICLE V

INVESTMENT OPTIONS

5.01. Investment Options

The Company has selected the following investment options (Investment Options), any of which may be changed, modified or deleted, or additional Investment Options may be added, from time to time by the Committee:

Interest Fund: Interest will be credited to a Participant’s investment in the Interest Fund based on average three-month United States Treasury Bill rates Auction Average (Investment) as published by the Federal Reserve Board for the month immediately preceding the day the interest is credited. Notwithstanding the preceding sentence, the Administrator may change the basis on which the interest rate is determined.

Common Stock: A hypothetical investment in shares of Massey Energy Common Stock.

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5.02. Election of Investment Options

(a) At the time that an Eligible Employee first becomes a Participant, the Participant shall allocate deferrals among the Investment Options. Such Investment Options will be used as a measure of the investment performance of his Deferred Account. A Participant may specify that all or any 10% multiple of his Deferred Account 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 once every six months in 10% multiples. Any reallocation will be effective as of the first day of the month following the month in which an appropriately completed form is received by the Committee. Until a Participant delivers a new Investment Option form to the Committee, his prior Investment Options shall control. If a Participant fails to select an Investment Option for his Deferred Account, he shall be deemed to have elected the Interest Fund.

(c) Anything in this Plan to the contrary notwithstanding, in no event shall any Participant, until six months after Termination, reallocate his Investment Options between Common Stock and the Interest Fund unless at least six months has elapsed since the date of the Director’s most recent “Opposite Way” transaction either under this Plan or in any transaction outside the Plan.

5.03. Method of Crediting Earnings

(a) Interest Fund. Interest will be credited as of the last day of each month in which any amount remains credited to the Deferred Account of a Participant, 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 by the return rate for that month. As to the applicable amount distributed, the Company shall cease crediting or debiting adjustments to the Participant’s Deferred Account on the last day of the month of the date of distribution of a Deferred Benefit.

(b) Common Stock.

(i) A Participant’s investment in the Common Stock Fund attributable to a Retainer Fee is credited to the Participant’s Deferred Account as a number of whole and fractional shares of Common Stock on the date of each calendar quarter of the Deferral Year in which such Compensation is earned based on the Fair Market Value on that date. A Participant’s investment in Common Stock attributable to a Meeting Fee is credited to the Participant’s Deferred Account as a number of whole and fractional shares of Common Stock on the day of the month in which a meeting occurs based on the Fair Market Value on that date. A Participant’s investment in Common Stock attributable to any Restricted Stock Cash Dividends is credited to the Participant’s Deferred Account as a number of whole and fractional shares of Common Stock on the date of the month on which such Restricted Stock Cash Dividends otherwise would be paid based on the Fair Market Value on that date.

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(ii) The basis for additional credits to a Participant’s investment in Common Stock (in whole and fractional shares of Common Stock) will be variable rates based on the value of dividends paid on Common Stock and the Fair Market Value on the date that such dividends are paid on Common Stock. The value of a Participant’s investment in Common Stock at any relevant time equals the value of the shares of Common Stock as if the Compensation and Restricted Stock Cash Dividends deferred by the Participant under the Plan and any additional credits under this subsection had been used to purchase Common Stock at the Fair Market Value on the date those amounts were credited to an investment in Common Stock. Additional credits are accrued through the end of the month preceding the month of distribution of a Deferred Benefit.

ARTICLE VI

GENERAL PROVISIONS

6.01. Company’s Obligation

The Plan is unfunded. A Deferred Benefit is at all times a mere contractual obligation of the Company. A Participant and his Beneficiaries have no right, title, or interest in the Deferred Benefits or any claim against them. The Company will not segregate any funds or assets for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.

6.02. Control by Participant

A Participant has no control over Deferred Benefits except according to his Election Form.

6.03. Claims Against Participant’s Deferred Benefits

A Deferred Account relating to a Participant under this Plan is not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. Deferred Benefits are not subject to attachment or legal process for a Participant’s debts or other obligations. Nothing contained in this Plan gives any Participant any interest, lien, or claim against any specific asset of the Company. A Participant or his Beneficiary has no rights to receive Deferred Benefits other than as a general creditor.

6.04. Amendment or Termination

Except as otherwise provided in this section, this Plan may be altered, amended, suspended, or terminated at any time by the Board, Except for a termination of the Plan caused by the determination of the Board that the laws upon which the Plan is based have changed in a manner that negates the Plan’s objectives and as otherwise permitted by Section 409A of the Code, the Board may not alter, amend, suspend, or terminate this Plan without the majority consent of all Directors who are Participants if that action would

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result either in a distribution of all Deferred Benefits in any manner other than as provided in this Plan or that would result in immediate taxation of Deferred Benefits to Participants. Notwithstanding the preceding sentence, if any amendment to the Plan, subsequent to the date the Plan becomes effective, adversely affects Deferred Benefits elected hereunder, after the effective date of any such amendment, and the Internal Revenue Service declines to rule favorably on any such amendment or to rule favorably only if the Board makes amendments to the Plan not acceptable to the Board, the Board, in its sole discretion, may accelerate the distribution of part or all amounts attributable to affected Deferred Benefits due Participants and Beneficiaries hereunder to the extent permitted by Section 409A of the Code.

6.05. Notices

Notices and elections under this Plan must be in writing. A notice or election is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the person at his last known business address.

6.06. Waiver

The waiver of a breach of any provision in this Plan does not operate as and may not be construed as a waiver of any later breach.

6.07. Construction

This Plan is created, adopted, and maintained according to the laws of Delaware (except its choice-of-law rules). It is governed by those laws in all respects. Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or not enforceable, that fact in no way affects the validity or enforceability of any other provision. Use of the one gender includes all, and the singular and plural include each other.

6.08. Omnibus Section 409A Provision

It is intended that any compensation, benefits and other remuneration to be provided pursuant to or in connection with this Plan which is considered to be “deferred compensation” subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. The Administrator is authorized to amend the Plan or any Election Form as the Administrator may determine to be necessary or appropriate to evidence or further evidence required compliance with Section 409A of the Code. It is specifically intended that any elections and modifications under the Plan will comply with the requirements of Section 409A of the Code.

6.09 Effectiveness

The amended and restated Plan is effective January 1, 2009.

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 23^RD day of December, 2008, effective January 1, 2009.

MASSEY ENERGY COMPANY
By:	/s/ John M. Poma
	John M. Poma
Its:	Vice President - Human Resources

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EX-10.19

Exhibit 10.19

A.T. MASSEY COAL COMPANY, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated as of January 1, 2009)

TABLE OF CONTENTS

		Page
INTRODUCTION		1
ARTICLE I
DEFINITIONS
1.01.	Affiliate	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.	409A Funds	3
1.17.	Incentive Award	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	4
2.02.	Salary Deferrals	4
2.03.	Incentive Award Deferrals	4
2.04.	Bonus Award Deferrals	4
2.05.	Cessation of Deferrals	4
ARTICLE III
EXCESS BENEFITS
3.01.	Applicability	4
3.02.	Amount of Benefit	4
3.03.	Deferral Periods	5

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ARTICLE IV
DEFERRAL ELECTIONS
4.01.	Amounts Subject to Deferral	5
4.02.	Elections	5
4.03.	Deferral Periods	7
4.04.	Automatic Cancellation of Deferral Elections upon Receipt of Hardship Withdrawal from a 401(k) Plan	7
ARTICLE V
BENEFITS
5.01.	Accounts	8
5.02.	Distributions	8
ARTICLE VI
INVESTMENT OPTIONS
6.01.	Investment Options	10
6.02.	Election of Investment Options	10
6.03.	Method of Crediting Interest Adjustments	10
ARTICLE VII
OTHER DISTRIBUTION EVENTS
7.01.	Change of Control	11
7.02.	Unforeseeable Emergency	11
7.03.	Withdrawals of Non-409A Funds	12
ARTICLE VIII
PARTICIPANT RIGHTS IN THE UNFUNDED PLAN
ARTICLE IX
TERMINATION OF EMPLOYMENT
9.01.	Termination of Employment	13
9.02.	Vesting	13
9.03.	Reemployment	13
ARTICLE X
TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
10.01.	Amendment or Termination	13
10.02.	Notice Requirement	13
10.03.	Limitation on Amendment, Termination, etc.	14
10.04.	Effect of Plan Termination	14
ARTICLE XI
OTHER BENEFITS AND AGREEMENTS
ARTICLE XII
RESTRICTIONS ON TRANSFER OF BENEFITS

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ARTICLE XIII
ADMINISTRATION OF THE PLAN
13.01.	The Committee	15
13.02.	Indemnification of the Committee	15
13.03.	Powers of the Committee	15
13.04.	Information	15
ARTICLE XIV
MISCELLANEOUS
14.01.	Binding Nature	15
14.02.	Governing Law.	15
14.03.	Use of Masculine and Feminine; Singular and Plural	16
14.04.	No Guarantee of Employment	16
14.05.	Electronic Administration	16
14.06.	Deferred Compensation Plan Omnibus Provision	16
ARTICLE XV
ADOPTION
EXHIBIT I
PLAN INVESTMENT OPTIONS

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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, as amended). The Plan must be administered and construed in a manner that is consistent with that intent.

The Company amended and restated the Plan effective January 1, 2005 and now desires to amend and restate the Plan again in order to provide for compliance with the final regulations under Code Section 409A effective January 1, 2009, 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, 2009 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 with the Company 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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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 1.409A-3(i)(5)(v)(B) of the Treasury Regulations, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such third person or group) shares of Massey Energy Company (formerly named Fluor Corporation) having 30% or more of the total voting power of the stock 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 before the Transaction are replaced during any 12-month period as directors of Massey Energy Company or any successor to Massey Energy Company by directors whose appointment or election is not endorsed by a majority of the directors of Massey Energy Company before the Transaction.

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, for Salary to be deferred, shall be a date that is at least fifteen (15) days prior to the payroll period for which his Salary will be reduced and as specified in Plan Section 4.02 or, for a Bonus Award or Incentive Award to be 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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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 Deferred Account or Excess Benefit Account 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 or arrangement 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 Deferred Account or Excess Benefit Account not considered to be deferred compensation covered by the rules of Code Section 409A including the part of any Deferred Account or Excess Benefit Account as of December 31, 2004, the right to which is earned and vested as of such date, plus any future contributions to such accounts, the right to which was earned and vested as of such date, to the extent such contributions are actually made, and applicable earnings (less losses) on such amounts.

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, as amended and restated hereafter.

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, incentive pay, equity compensation 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 Participant’s employment with the Company and its Affiliates on account of death, disability, severance or any other reason. Cessation of employment shall be interpreted consistent with the rules for a “separation from service” for purposes of Code Section 409A, and the Company and each Affiliate shall be treated as a single employer.

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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 participation. A Participant shall continue to participate and accrue Excess Benefits 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

The Committee shall select the Eligible Employees who will be entitled to defer all or a portion of their Incentive Award 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).

2.05. Cessation of Deferrals

Elections of Eligible Employees to defer all or a portion of their Salary, Incentive Award and Bonus Award will cease as soon as permissible under Section 409A of the Code on and after such date the Committee declares that the Eligible Employee is no longer a Participant entitled to defer all or any portion of his Salary, Incentive Award or Bonus Award or he is no longer an Eligible Employee.

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 who is entitled to accrue an Excess Benefit 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 Participant for such calendar year under the Profit Sharing Plan, if such Participant had received a Company matching 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

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(b) the amount of Company matching contributions which would have been made to the account of such Participant 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 Participant had contributed to the Profit Sharing Plan the amounts deferred under Article IV of this Plan and had 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 Participant’s total cash compensation (Salary, Bonus Awards and Incentive Awards combined), minus amounts contributed by the Participant under the Profit Sharing Plan. Interest shall accrue on a Participant’s Excess Benefit Account in accordance with Article VI.

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 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 not permit a specified deferral period election to be made for a Participant’s Excess Benefit later than the last day of the calendar year immediately preceding the calendar year for which the Excess Benefit will be credited or any earlier date required therefor 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 who is selected to be a Participant may elect to defer all or any portion of his Salary, any Incentive Award or any Bonus Award, as applicable.

4.02. Elections

(a) Salary Deferrals. The amount of Salary to be deferred for future payroll periods must be specified by the Participant in writing on an Election Form delivered to his corporate employer as a fixed percentage of his 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 year 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 thirty

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(30) days after the Eligible Employee is first designated as a Participant to the extent permitted by Code Section 409A for a Participant’s first year of eligibility. 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 year 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. 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.

(b) Incentive Awards Deferrals. The amount of any Incentive Award to be deferred must be specified by the Participant in writing on an Election Form delivered to his corporate employer no later than the last day of the calendar year immediately preceding the calendar year that includes 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 for any amount of an Incentive Award which is performance-based compensation based on services to be performed over a period of at least twelve (12) months (within the meaning of Code Section 409A(a)(4)(B)(iii)) to be made not later than six (6) months prior to the end of the period for which the performance is to be measured to determine the amount of the Incentive Award that will become payable. 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 Participant in writing on an Election Form delivered to his corporate employer no later than the last day of the calendar year preceding the calendar year that includes 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 for any amount of a Bonus Award which is performance-based compensation based on services performed over a period of at least twelve (12) months (within the meaning of Code Section 409A(a)(4)(B)(iii)) to be made not later than six (6) months prior to the end of the period for which the performance is to be measured to determine the amount of the Bonus Award that will become payable. Any Bonus Award deferral election may not be modified or revoked by the Participant after the latest time for making the election.

(d) Initial Deferrals with respect to Certain Forfeitable Rights. In addition to the foregoing deferral election options, the Committee may offer a deferral right under the Plan with respect to a legally binding right to any Incentive and/or Bonus Award payment otherwise scheduled to be made in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least thirteen (13) months from the date the Participant obtains the legally binding right, through a deferral election in writing on an Election Form delivered to his corporate employer no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided that the election is effective at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse. Any such Incentive or Bonus Award deferral election may not be modified or revoked by the Participant after the latest time for making the election.

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(e) Initial Deferral Election with Respect to Short-term Deferrals. In addition to the foregoing deferral election options, the Committee may offer a deferral right under the Plan with respect to a legally binding right to any Incentive and/or Bonus Award payment in a subsequent taxable year that, absent a deferral election, would not be treated as a deferral of compensation under Code Section 409A by reason of the “short-term deferral” provisions of Treas. Reg. Section 1.409A-1(b)(4), through a deferral election in writing on an Election Form delivered to his corporate employer, provided that the election is made at least twelve (12) months in advance of the date the “short-term deferral” amount would otherwise be paid, the election is not effective for twelve (12) months and payment is deferred at least five (5) years from the date the “short-term deferral” amount would otherwise be paid. Any such Incentive or 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 Participant at the time of his deferral election, payment of such amounts shall be deferred until such Participant’s Termination. The Participant may specify a deferral period which may not extend beyond the date upon which such Participant 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 Participant’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.

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.

4.04. Automatic Cancellation of Deferral Elections upon Receipt of Hardship Withdrawal from a 401(k) Plan

(a) A Participant’s deferral elections under this Plan in effect at the time of a 401(k) hardship withdrawal shall be cancelled (rather than postponed or delayed) prospectively so that no further deferrals from his Salary, Incentive Award and Bonus Award shall be made during the 401(k) hardship withdrawal required cancellation period or with respect to the calendar year in which the 401(k) hardship withdrawal required cancellation period begins. Such cancellation shall be effected in accordance with the requirements of Code Section 409A and, to the extent not inconsistent therewith, the provisions of this Plan Section 4.04.

(b) A Participant whose deferral elections under this Plan are canceled pursuant to this Section 4.04 may file a new deferral election in order to commence or recommence making deferrals under the Plan from his Salary, Incentive Award and Bonus Award at the later of (i) the first payroll period that commences after the end of the 401(k) hardship withdrawal required cancellation period or (ii) the Participant’s next election period under the Plan. The new election shall be made in the same manner as other elections under the Plan, but no later than the last day required for filing the Participant’s next or any subsequent election on or following which the Participant’s deferrals from his compensation will commence or recommence, and shall apply only to Salary, Incentive Award and Bonus Award earned after the new election becomes effective as and to the extent required by Code Section 409A.

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(c) For purposes hereof, the following terms have the following meanings:

(i) A “401(k) hardship withdrawal” is a hardship withdrawal from a 401(k) plan which requires a suspension of employee contributions and elective deferrals as a result of receipt of the hardship withdrawal in order to satisfy the regulations under Code Section 401(k).

(ii) The “401(k) hardship withdrawal required cancellation period” means the 6 month period (or other stated period in the 401(k) plan) during which employee contributions and elective deferrals must be suspended as a result of receipt of a 401(k) hardship withdrawal in order to satisfy the regulations under Code Section 401(k).

(iii) A “401(k) Plan” means a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k) maintained by the Company or any Affiliate or successor thereto.

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 would have been paid. 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) Except as set forth in Plan Section 5.02(f), all Deferred Benefits and Excess Benefits, less withholding for applicable income and employment taxes, shall be paid or commence being paid in cash on the earlier of (i) January 31 of the year immediately following the Participant’s termination date or (ii) the date specified in the Participant’s applicable Election Form timely filed in accordance with Plan Section 4.02.

(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 (20) years. Installment payments will be made in approximately equal amounts during each year of the installment period with any increase (or decrease) in the amount that reflects the earnings (or losses) on such unpaid balances through the date of payment. 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.

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Unless otherwise permitted by the Committee (but in compliance with Code Section 409A), any form of payment election for Salary deferrals shall also apply to a Participant’s Excess Benefit. Otherwise, the time for filing a form 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. 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) If the Company reasonably anticipates that the Company’s deduction with respect to any distribution from this Plan of all or part of a Deferred Benefit or Excess Benefit would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. Section 1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any such distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Article VI. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of Participant’s death) at the earliest date the Company reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m), subject to Plan Section 5.02(f).

(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. In the event that a Participant dies while receiving installment payments under the Plan, each Beneficiary shall receive his portion of the Participant’s Deferred Account and the Participant’s Excess Benefit Account in the same form for the remainder of the installment period. In the event that a Participant dies prior to the commencing payments, each Beneficiary shall receive his portion of the Participant’s Deferred Account and the Participant’s Excess Benefit Account in the same form and according to the same schedule as the Participant would have received the payments.

(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.

(f) If at any time when the Company has any stock publicly traded on an established securities market or otherwise, a Participant who is a “specified employee” (as defined in regulations promulgated under Section 409A of the Code) is entitled to benefits under this Plan upon a “separation from service” then to the extent necessary to comply with the “specified employee” rule of Code

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Section 409A, no payments may be made hereunder before the date which is six months after the Participant’s separation from service or if earlier, his date of death. All such amounts which would have otherwise been required to be paid to the Participant during such six (6) months or, if earlier, the Participant’s death, shall be paid in one lump sum payment as soon as administratively practicable after the date which is six (6) months after the Participant’s separation from service or, if earlier, the Participant’s death. Any other payments scheduled to be made after such period shall be made at the same times otherwise designated herein disregarding the delay for payments required pursuant to this Section 5.02(f). This provision is intended to comply with the “specified employee” rule of Code Section 409A and shall be interpreted accordingly.

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.

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

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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 and its Affiliates 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 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 as described in Plan Section 5.02(f). In addition, notwithstanding the foregoing, this Section 7.01 shall not apply to any Non-409A Funds to which this distribution 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 resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or the Participant’s dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B)); a loss of the Participant’s property due to casualty, (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the cost of prescription drug medication, may constitute an Unforeseeable Emergency. Finally, the need to pay for funeral expenses of a spouse, beneficiary or dependent may also constitute an Unforeseeable Emergency. 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

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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, and to the extent the definition of “Unforeseeable Emergency” set forth above would result in a material modification within the meaning of Code Section 409A with respect to the Non-409A Funds, the definition of “Unforeseeable Emergency” in effect under the Plan on December 31, 2004 shall apply in lieu of the above definition.

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 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.

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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 non-vested 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 or any Affiliate and who is subsequently reemployed by the Company or an Affiliate shall not accrue any additional benefits on account of such later service for periods in which he is not a Participant.

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.

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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 that would become payable if the Participant terminated for any reason (other than for cause) including death, on such effective date, or if such amendment is otherwise prohibited by the deferral election change, distribution or other rules of Code Section 409A.

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.

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.

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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.

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.

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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.

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. 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 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 with 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 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 and then complies with Code Section 409A.

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ARTICLE XV

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, A.T. Massey Coal Company, Inc. has caused this document to be signed by its undersigned officer, this 23^RD day of December, 2008, effective January 1, 2009.

A.T. MASSEY COAL COMPANY, INC.

/s/ John M. Poma

Name: John M. Poma

Title: Vice President - Human Resources

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EXHIBIT I

PLAN INVESTMENT OPTIONS

(Effective as of July 30, 2008)

Effective July 30, 2008, the following Investment Funds (with the description of investment objectives and strategy being as of March 31, 2008, but subject to change by the fund managers as permitted by the applicable fund governing documents) are available under the Plan:

• INVESCO Stable Value Trust is managed by INVESCO Institutional (N.A.), Inc. This fund seeks the preservation of principal and interest income reasonably obtained under prevailing market conditions and rates, consistent with seeking to maintain required liquidity.

• Oppenheimer Strategic Income Fund is managed by Oppenheimer Funds. This fund seeks high current income by investing mainly in debt securities. The fund invests mainly in debt securities of issuers in three market sectors: foreign governments and companies, J.S. government securities and lower-rated high yield securities of U.S. and foreign companies (commonly called “junk bonds”). The fund can invest 100% of its assets in any one sector at any time.

This fund replaces the INVESCO Core Fixed Income Trust effective July 30, 2008; and all Plan balances held in, and all contribution investment directions allocating funds to, the INVESCO Core Fixed Income Trust otherwise in effect on July 30, 2008 shall automatically be converted to investment directions allocating funds to the Oppenheimer Strategic Income Fund.

• American Balanced Fund is managed by The American Funds Group. This fund seeks capital preservation, current income, and long-term growth of capital and income. This fund normally invests in a broad range of securities including stocks and bonds. The Fund may also invest in securities issued and guaranteed by the U.S. government.

• American Fundamental Investors is managed by The American Funds Group. This fund seeks long-term growth of capital and income and invests primarily in common stocks or securities convertible into common stocks and may invest up to 80% of its assets in securities of issuers domiciled outside the U.S. and not included in the S&P 500 Composite market instruments.

• Vanguard 500 Index Fund is managed by The Vanguard Group, Inc. This fund seeks to match the performance of a benchmark index that measures the investment return of large-capitalization stocks. This fund employs a passive management strategy designed to track the performance of the S&P 500 Index, which is dominated by the stocks of large U.S. companies.

• AIM Constellation Fund is managed by AIM Investors, Inc. This fund seeks growth of capital. This fund invests primarily in common stocks of companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The fund will invest without regard to market capitalization and may also invest up to 20% of its total assets in foreign securities.

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• Allianz OpCap Renaissance Fund is managed by Allianz Global Investors Distributors, LLC. This fund seeks long-term capital growth and current income. This fund primarily invests in common stocks of companies with below-average valuations whose business fundamentals are expected to improve. The fund may invest in foreign securities.

• Thornburg International Value Fund is managed by Thornburg Investment Management, Inc. The fund seeks long-term capital appreciation by investing primarily in foreign securities or depository receipts of foreign equity and debt securities. The fund may invest in companies of any size, but invests primarily in the large and middle range of public company market capitalizations. The fund may also invest in developing markets.

This Investment Fund was added as an available Investment Fund under the Plan effective July 30, 2008.

Effective July 30, 2008, the following fund ceased to be an available Investment Funds under the Plan:

• INVESCO Core Fixed Income Trust is managed by INVESCO Institutional (N.A.), Inc. This fund seeks current income, with a secondary objective of capital appreciation. Under normal market conditions, this fund will primarily invest in investment grade fixed income securities of varying maturities, coupon rates, issuer classes, yield characteristics, and other characteristics; however, this fund also may invest in money market instruments or other securities.

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EX-10.20

Exhibit 10.20

A.T. MASSEY COAL COMPANY, INC.

SUPPLEMENTAL BENEFIT PLAN

Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

INTRODUCTION		1
ARTICLE I DEFINITIONS		1
1.01.	Actuarial Equivalent	1
1.02.	Affiliate	1
1.03.	Beneficiary	2
1.04.	Board	2
1.05.	Code	2
1.06.	Committee	2
1.07.	Company	2
1.08.	Credited Service	2
1.09.	Delayed Retirement Date	2
1.10.	Disability or Disabled	2
1.11	Disability Retirement Date	3
1.12.	Early Retirement Date	3
1.13.	Eligible Employee	3
1.14.	Normal Retirement Age	3
1.15.	Normal Retirement Date	3
1.16.	Participant	3
1.17.	Pension Plan	3
1.18.	Plan	4
1.19.	Qualified Preretirement Survivor Annuity	4
1.20.	Retirement and Retire	4
1.21.	Separation from Service	4
1.22	Surviving Spouse or Spouse	5
ARTICLE II PARTICIPATION		5
ARTICLE III BENEFITS		5
3.01.	Amount of Benefit	5
3.02.	Timing and Form of Payment	6
3.03.	Disability	7
3.04.	Death Benefits	8
3.05.	Six Month Delay in Payment Commencement to Participants	8
ARTICLE IV GUARANTEES		8
ARTICLE V TERMINATION OF EMPLOYMENT		9
5.01.	Termination of Employment	9

i

5.02.	Vesting and Benefit Entitlement	9
5.03.	Reemployment	9
ARTICLE VI TERMINATION, AMENDMENT OR MODIFICATION OF PLAN		10
6.01.	Amendment or Termination	10
6.02.	Notice Requirement	10
6.03.	Limitation on Amendment, Termination, etc.	10
6.04.	Effect of Plan Termination	10
ARTICLE VII OTHER BENEFITS AND AGREEMENTS		11
ARTICLE VIII RESTRICTIONS ON TRANSFER OF BENEFITS		11
ARTICLE IX ADMINISTRATION OF THE PLAN		11
9.01.	The Committee	11
9.02.	Indemnification of the Committee	11
9.03.	Powers of the Committee	12
9.04.	Information	12
9.05.	Claims Procedure	12
ARTICLE X MISCELLANEOUS		12
10.01.	Binding Nature	12
10.02.	Governing Law	12
10.03.	Use of Masculine and Feminine; Singular and Plural	12
10.04.	No Guarantee of Employment	12
10.05.	Deferred Compensation Plan Omnibus Provision	13
ARTICLE XI ADOPTION		13

ii

INTRODUCTION

The Board of Directors of A.T. Massey Coal Company, Inc. adopted the Supplemental Benefit Plan effective January 1, 1995, amended it effective November 22, 2000 and January 1, 2006 and amended and restated it effective January 1, 2009 as set forth herein. The Board has determined that the Plan assists A.T. Massey Coal Company in attracting and retaining those employees whose judgment, abilities and experience will contribute to its continued progress. The purpose of the Plan is to provide a benefit for those employees whose benefits under the Company’s Pension Plan are limited by the application of sections 415 and 401(a)(17) of the Code and who 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 as amended). The Plan must be administered and construed in a manner that is consistent with that intent.

The terms of the Plan as amended and restated herein are effective January 1, 2009, unless otherwise stated herein.

ARTICLE I

DEFINITIONS

The following phrases or terms have the indicated meanings:

1.01. Actuarial Equivalent

Actuarial Equivalent means a benefit of equivalent value based on the factors and assumptions employed in determining actuarial equivalencies to the normal form of benefit under the Pension Plan.

1.02. Affiliate

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 that is required to be aggregated with the Company according to Section 414(o).

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1.03. Beneficiary

Beneficiary means the person, persons, entity, entities or the estate of a Participant, which in accordance with the provisions of the Pension Plan, is entitled to receive benefits under the Pension Plan on account of the Participant’s death.

1.04. Board

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

1.05. Code

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

1.06. Committee

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

1.07. Company

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

1.08. Credited Service

Credited Service shall have the same meaning such term has under the Pension Plan as in effect on January 1, 2009.

1.09. Delayed Retirement Date

Delayed Retirement Date means the first day of the month coinciding with or next following the Participant’s Separation from Service for any reason other than death after his Normal Retirement Date, provided the Participant has at least five (5) years of Credited Service.

1.10 Disability or Disabled

Disability or Disabled shall have the same meanings such terms have under the Pension Plan as in effect on January 1, 2009.

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1.11. Disability Retirement Date

Disability Retirement Date means the date of the Participant’s Separation from Service on account of his Disability before his death or Early Retirement Date, provided the Participant has at least ten (10) years of Credited Service.

1.12 Early Retirement Date

Early Retirement Date means the first day of the month coinciding with or next following the Participant’s Separation from Service for any reason other than death before his Normal Retirement Date and on or after the first day of the month coincident with or next following the date on which the Participant attains age fifty-five (55), provided the Participant has at lest five (5) years of Credited Service.

1.13. Eligible Employee

Eligible Employee means an individual who (i) is employed by the Company or an Affiliate; (ii) is a member of management or is a highly compensated employee; and (iii) whose Pension Plan benefits are limited by Code sections 415 or 401(a)(17) or both.

1.14. Normal Retirement Age

Normal Retirement Age means the age which the Participant must attain to reach “Normal Retirement Age” within the meaning of the Pension Plan as in effect on January 1, 2009.

1.15. Normal Retirement Date

Normal Retirement Date means the first date of the month coinciding with or next following the Participant’s attaining his Normal Retirement Age, provided the Participant has at least five (5) years of Credited Service.

1.16. Participant

Participant means an Eligible Employee who is designated by the Committee to participate in the Plan in accordance with Article II. An individual shall remain a Participant only so long as the individual remains an Eligible Employee and his designation as a Participant has not been revoked or rescinded by the Committee.

1.17. Pension Plan

Pension Plan means the Coal Company Employees’ Pension Plan through October 1, 2001. On and after October 1, 2001 (when the Coal Company Employees’ Pension Plan was amended and restated, and renamed, as the Massey Energy Retirement Plan), Pension Plan means the “Coal Company Plan” component of the Massey Energy Retirement Plan for “Coal Company Participants” (as defined therein) unless otherwise expressly provided herein. The Massey Energy Retirement Plan includes several component plans, including the “Coal Company Plan” component, the “Central Appalachian Plan” component, and the “MERP” component.

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Effective November 22, 2000, Pension Plan includes the Mingo-Pike Employees’ Pension Plan with respect to the Eligible Employees who are employed by the Company or an Affiliate on or after November 22, 2000.

1.18. Plan

Plan means the A.T. Massey Coal Company, Inc. Supplemental Benefit Plan as amended and restated hereafter.

1.19. Qualified Preretirement Survivor Annuity

Qualified Preretirement Survivor Annuity means the monthly benefit payable to the Surviving Spouse, if any, for the life of the Surviving Spouse on the death of a Participant prior to his Disability Retirement Date and Retirement calculated consistent with the methodology for a Qualified Preretirement Survivor Annuity described in the Pension Plan as in effect on January 1, 2009.

1.20. Retirement and Retire

Retirement and Retire mean the Participant’s Separation from Service for any reason other than death with the Company and all Affiliates on or after his Early Retirement Date or Normal Retirement Date, as applicable, except as provided in Article V of the Plan.

1.21. Separation from Service

(a) Separation from Service means the Participant dies, retires or otherwise has a termination of employment with the Company and all Affiliates. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, of if longer, so long as the Participant retains the right to reemployment with the Company or an Affiliate under an applicable statute or by contract. For purposes of the Plan, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company or an Affiliate. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed terminated on the first date immediately following such six (6)-month period.

(b) Whether a termination of employment has occurred is based on whether the facts and circumstances indicate that the Company and its Affiliates and Participant reasonably anticipate that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) months (or the full period of service to the Company and its Affiliates if the Participant has been providing services to the Company and its Affiliates less than thirty-six (36) months).

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(c) If the Participant provides services both as an employee as an independent contractor of the Company or an Affiliate, the Participant must separate from service both as an employee and as an independent contractor to be treated as having separated from service. If the Participant ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent contractor, the Participant will not be considered to have separation from service until the Participant has ceased providing services in both capacities.

(d) Notwithstanding the foregoing, if the Participant provides services both as an employee of the Company and an Affiliate and as a member of the board of directors of the Company or an Affiliate, the services provided as a director will not be taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan provided the Plan is not aggregated with any other plan in which the Participant participates as a director.

1.22. Surviving Spouse or Spouse

Surviving Spouse or Spouse means the person to whom the Participant was legally married on his Disability Retirement Date, Retirement or death, as applicable.

ARTICLE II

PARTICIPATION

An Eligible Employee who is designated to participate in the Plan by the Committee shall become a Participant in the Plan as of the date specified by the Committee. A Participant shall continue to participate until such date as the Committee declares he is no longer a Participant or until the date that he is no longer an Eligible Employee.

ARTICLE III

BENEFITS

3.01. Amount of Benefit

A Participant shall be entitled upon Retirement to a monthly Retirement benefit which is equal to the Actuarial Equivalent (determined as a straight life annuity) of the difference between (a) and (b) below where:

(a) equals the Pension Plan benefit that would have been payable to the Participant under the Pension Plan at that time, but for the limits set forth in Code section 401(a)(17) and 415, if applicable, and

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(b) equals the benefit that the Participant is entitled to receive under the Pension Plan at that time assuming the Participant had a Separation from Service and commenced receipt of his benefits under the Pension Plan.

With respect to any Participant who is a participant in the Mingo-Pike Employees’ Pension Plan, the amount in (a) above shall be determined assuming such Participant participated in the “Coal Company Plan” component of the Massey Energy Retirement Plan (including the “Central Appalachian Plan” component thereof), as determined by the Committee, and the amount in (b) above is the Actuarial Equivalent (using the factors and assumptions set forth in the “Coal Company Plan” component or the “Central Appalachian Plan” component, whichever is applicable) of the Participant’s account balance under the Mingo-Pike Employees’ Pension Plan as of the date of determination.

Notwithstanding any other provision in the Plan, if the Participant is provided special benefit provisions relating to the calculation of his monthly Retirement benefit under the Plan in an employment or similar agreement between the Participant and the Company or any of its Affiliates where the Employment Agreement is either approved by the Compensation Committee or Board of Directors of Massey Energy Company if the Participant is an executive officer of Massey Energy company or is approved by the Board of Directors of the Company if the Participant is not an executive officer of Massey Energy Company (an “Approved Employment Agreement”), the applicable provisions of such Approved Employment Agreement shall be incorporated by reference into the Plan and applied in determining the amount of the Participant’s monthly Retirement benefit or other applicable entitlements under the Plan. Any Approved Employment Agreement shall be scheduled on the attached Exhibit II.

3.02. Timing and Form of Payment

(a) Except as provided in Section 3.02(b) and subject to Section 3.05, the payment of any benefit to a Participant under this Article shall begin as of the first day of the month coinciding with or next following the later of the Participant’s Retirement or his attaining age fifty-five (55). Notwithstanding the forgoing, the Committee may permit the Participant (i) to make an election within thirty (30) days after he is first designated as a Participant to the extent permitted by Code Section 409A and/or (ii) make an election pursuant to the transition rule under Code Section 409A not later than December 31, 2008 (which election under (ii) shall be effective January 1, 2009), pursuant to which the Participant can elect to receive payment commencing on the first day of the month coinciding with or next following the later of the date on which the Participant Separates from Service or the Participant’s Normal Retirement Date, subject to Section 3.05.

(b) Subject to Section 3.05 and with the consent of the Committee, a Participant may make an irrevocable election to defer commencement of his benefit for a period of not less than five (5) years from the date such payments would otherwise have been paid (or in the case of an annuity, five (5) years from the date the first amount is scheduled to be paid), so long as (i) the election is made not less than twelve (12) months prior to the date the payment is scheduled to be paid (or in the case of an annuity, twelve (12) months from the date the first amount is scheduled to be paid), (ii) such election does not take effect until at least twelve (12) months after the date on which the election is made, and (iii) the deferral will not provide for a commencement date that falls

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after the date the Participant attains age seventy and one-half (70  ¹/2). When making the election, a Participant must elect a date certain on which the payments will commence as soon as administratively practicable in accordance with the procedures established by the Committee.

(c) The normal form of benefit payable under the Plan is a single life annuity. Notwithstanding the foregoing, a Participant may elect one of the alternative forms of payment set forth below

(i) Joint and Last Survivor Option that provides monthly payments for the life of Participant with a survivor annuity (in the form of monthly payments) for the life of the Participant’s Beneficiary which is either fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%) of the amount of the annuity payable during the life of the Participant; or

(ii) Ten Year Certain Option that provides for monthly payments for the Participant’s lifetime, guaranteed for a total of ten (10) years. In the event the Participant dies before the end of the ten (10) year period, payments shall continue to his Beneficiary until the end of the ten (10) year period.

(d) A Participant may elect at any time to change the form of benefit among the single life annuity, the various joint and last survivor annuity options and the ten year certain option, provided the election is made before the date the first amount is scheduled to be paid.

(e) Benefits not payable in the form of a single life annuity or commencing prior to what would have been the Participant’s Normal Retirement Date must be the Actuarial Equivalent of a single life annuity and reduced to reflect early commencement based on the factors and assumptions employed under the Pension Plan. Benefits that are to commence after the Participant’s Normal Retirement Date will be increased on an Actuarially Equivalent basis, using the applicable factors and rules employed under the Pension Plan. All of the forms of benefit must be Actuarially Equivalent to the single life annuity.

3.03. Disability

Subject to Section 3.05, a Participant shall be entitled upon his Disability Retirement Date to receive a benefit calculated in the same manner as set forth in Sections 3.01 and 3.02 based on the years of Credited Service earned by the Participant as of such date (as if the Participant’s Disability Retirement Date were the Participant’s Early Retirement Date) and paid in the same manner as set forth in Sections 3.01 and 3.02 (with the delay required by Section 3.05, as applicable). Notwithstanding the foregoing, in the event that the Participant either : (i) has elected to commence payment upon the later of the first day of the month coinciding with or next following his Retirement or his Normal Retirement Date pursuant to Section 3.02(a) or (ii) has elected to defer commencement to a date certain that is not less than five (5) years from the date such payment would otherwise have been paid pursuant to Section 3.02(b), the commencement date of the Participant’s benefit under this Section 3.03 shall be in accordance with Participant’s applicable election, subject to Section 3.05.

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3.04. Death Benefits

(a) If a Participant dies prior to his applicable benefit commencement date under Section 3.02 (taking into account any delay required by Section 3.05), and if he has attained a vested or nonforfeitable interest in his Plan benefit pursuant to Section 5.02 hereof, the Participant’s Surviving Spouse will be entitled to receive a Qualified Preretirement Survivor Annuity commencing as of the first day of the month coinciding with or next following (i) the date of the Participant’s death if he attained age fifty-five (55) on or before the date of his death or (ii) the date on which the Participant would have attained age fifty-five (55) if he dies prior to age fifty-five (55). The amount of the Qualified Preretirement Survivor Annuity will be calculated as set forth in Plan section 3.01 and 3.02 and based on the years of Credited Service earned by the Participant as of his death.

(b) If a Participant dies after his benefit commencement date under Section 3.02 (taking into account any delay required by Section 3.05), benefits will continue to be paid in accordance with the form of payment at commencement of the benefit.

3.05. Six Month Delay in Payment Commencement to Participants

Notwithstanding anything to the contrary in the foregoing, effective January 1, 2009, if a Participant is entitled to benefits under this Plan upon a Separation from Service, then no payments may be made hereunder to the Participant before the first day of the month coinciding with or next following the date which is six (6) months after the Participant’s Separation from Service for any reason other than death or, if earlier, his date of death. All such amounts which would have otherwise (but for this Section) been required to be paid to the Participant during such six (6) months or, if earlier, the Participant’s death, shall be paid in one lump payment (without interest) on the first day of the month coinciding with or next following the date which is six (6) months after the Participant’s Separation from Service for any reason other than death or, if earlier, the Participant’s death. Any other payments scheduled to be made after such period shall be made at the same times otherwise designated herein disregarding the delay for payments required pursuant to this Section 3.05. This provision is intended to comply with the “specified employee” rule of Code Section 409A and shall be interpreted accordingly.

ARTICLE IV

GUARANTEES

The Company has only a contractual obligation to pay the benefits described in Article III. 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.

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ARTICLE V

TERMINATION OF EMPLOYMENT

5.01. Termination of Employment

Except as provided in section 5.02 below, 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 or for any reason whatsoever, and is not otherwise entitled to receive a benefit pursuant to Article III of the Plan, shall immediately cease to be a Participant under this Plan and shall forfeit all rights under this Plan. Further, except as provided in section 5.02 below, in no event shall an individual who was a Participant but is not a Participant at the time of such individual’s death, Retirement or Disability Retirement Date, be entitled to any benefit under the Plan. A Participant on authorized leave of absence from the Company or an Affiliate shall not be deemed to have terminated employment or lost his status as an Eligible Employee for the duration of such leave of absence.

5.02. Vesting and Benefit Entitlement

A Participant’s right to a benefit under this Plan shall be fully vested and nonforfeitable after the completion of five (5) years of Credited Service. If a Participant Separates from Service prior to attaining age fifty-five (55) but after the completion of five (5) years of Credited Service, he shall be entitled to a benefit calculated in the same manner as set forth in Sections 3.01 and 3.02 based on the years of Credited Service earned by the Participant as of such date (as if the date of the Participant’s Separation from Service were the Participant’s Early Retirement Date) will be paid in the same manner as set forth in Sections 3.01 and 3.02 (with the delay required by Section 3.05, as applicable), but in no event prior to date that would have been his first available Early Retirement Date (assuming he had not Separated from Service). If the Participant dies before his applicable benefit commencement date under Section 3.02 (taking into account any delay required by Section 3.05), his Surviving Spouse will be entitled to receive a Qualified Preretirement Survivor Annuity as provided in Section 3.04.

5.03. Reemployment

A Participant who ceases to be an employee of the Company or an Affiliate and who is subsequently reemployed by the Company or an Affiliate shall not accrue any additional benefits on account of such later service for periods in which he is not a Participant and any benefits to which Participant became entitled on his earlier termination of employment shall commence or continue to be paid as otherwise set forth in the Plan.

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ARTICLE VI

TERMINATION, AMENDMENT OR MODIFICATION OF PLAN

6.01. 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.

6.02. Notice Requirement

(a) Plan section 6.01 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 thirty (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.

6.03. Limitation on Amendment, Termination, etc.

The rights of the Company set forth in Plan section 6.01 are subject to the condition that the Board or its delegate shall take no action to terminate the Plan or 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. Additionally, no such amendment or termination shall be effective to the extent it is not permitted by Code Section 409A.

6.04. Effect of Plan Termination

Except as provided in Plan sections 6.01 and 6.03 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, provided that such individual has satisfied the requirement of Plan section 5.02 at the time of revocation or rescission. Notwithstanding the foregoing, no amounts may be distributed under the Plan earlier than the time otherwise permitted by Code Section 409A.

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ARTICLE VII

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 VIII

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 IX

ADMINISTRATION OF THE PLAN

9.01. 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.

9.02. 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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9.03. 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.

9.04. 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.

9.05. Claims Procedure

The benefit claims review procedure set forth in the Pension Plan, as amended from time to time, is incorporated herein by reference and made applicable to the Plan.

ARTICLE X

MISCELLANEOUS

10.01. Binding Nature

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

10.02. 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.

10.03. 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.

10.04. 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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10.05 Deferred Compensation Plan Omnibus Provision

It is intended that any compensation, benefits and other remuneration to be provided pursuant to or in connection with this 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 with the requirements of Code Section 409A (including any transition or grandfather rules thereunder).

ARTICLE XI

ADOPTION

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

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 the below named authorized person, this 23^RD day of December, 2008, effective January 1, 2009.

A.T. MASSEY COAL COMPANY, INC.
By:	/s/ John M. Poma
Name:	John M. Poma
Title:	Vice President - Human Resources

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EXHIBIT I

PARTICIPANTS IN THE A.T. MASSEY COAL COMPANY, INC.

SUPPLEMENTAL BENEFIT PLAN

February 20, 1995

Donald L. Blankenship

L. Ellis Dusenbury, Jr.

Jerry E. Eyster

James L. Gardner

Bennett K. Hatfield

Wynston D. Holbrook

David C. Hughart

Oren E, Kitts

E. Drexel Short

James D. Slater

Thomas J. Smith

Stanley C. Suboleski

James S. Twigg

Baxter F. Phillips

October 8, 1997

Dennis R. Hatfield

Richard M. Hendrick

Richard D. Zigmond

John C. Adkins

Charles I. Bearse III

March 19, 1998

Michael C. Allen

Berry Hale

Jeffrey A. Wilson

March 29, 2001

Roger L. Nicholson

EXHIBIT II

APPROVED EMPLOYMENT AGREEMENT SCHEDULE

1. That certain Retention and Change in Control Agreement, effective as of November 1, 2005, made between Massey Energy Company and Baxter F. Phillips, Jr., which provides in section 3.7 thereof special provisions relating to the Plan, is hereby designated as an Approved Employment Agreement for purposes of the Plan. The applicable provisions of such Approved Employment Agreement (capitalized terms are defined in the Employment Agreement) are as follows:

3.7 Pension Credit, The following rules shall apply in determining creditable service and compensation taken into account in determining covered compensation and average compensation for benefit accrual purposes under the defined benefit provisions of the Company’s non-qualified supplemental benefit plan (currently known as the A. T. Massey, Inc, Supplemental Benefit Plan). Multiple rules may apply depending on the circumstances, but no compensation shall be taken into account more than once. In each case, the annual salary paid pursuant to Section 3.1 (to the extent not otherwise taken into account) shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(a) In the event Executive’s employment by the Company continues through November 1, 2008, the annual bonus (if any) paid to Executive in 2006 for 2005, the annual bonus(es) paid (if any) in 2007 and 2008 under Section 3.2, and the long-term cash incentive bonus paid under Section 3.5 shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(b) In the event Executive’s employment by the Company terminates prior to November 1, 2008 for any reason, the annual bonus (if any) paid to Executive in 2006 for 2005, and the annual bonus(es) paid (if any) in 2007 and 2008 under Section 3.2 shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(c) In the event either (i) Executive’s employment by the Company terminates prior to November 1, 2008 on account of death or Disability or (ii) an actual Change in Control occurs prior to November 1, 2008 during Executive’s continued employment by the Company, the long-term cash incentive bonus paid under Section 3.5 shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(d) In the event Executive’s employment by the Company terminates during the Term of Employment under circumstances which constitute an Involuntary Termination Associated With a Change in Control, (i) the remaining period in the Term of Employment, if any, shall be considered to be creditable service for benefit accrual purposes, (ii) the amount of all unpaid salary amounts for the remaining period in the Term of Employment which would have been payable to Executive under Section 3.1 if he had continued employment shall be considered compensation taken into account, and (iii) the Target Bonus shall be considered compensation taken into account for any one or more of 2006, 2007 and 2008 for which no annual bonus (whether or not pursuant to Section 3.2) is paid in such year on account of Executive’s termination of employment. Such unpaid salary and any such Target Bonus shall be considered compensation taken into account in determining covered compensation and average compensation when such annual bonus would have otherwise have been payable had Executive’s employment continued.

2. That certain Employment and Change in Control Agreement, effective as of November 1, 2008, made between Massey Energy Company and Baxter F. Phillips, Jr., which provides in section 3.7 thereof special provisions relating to the Plan, is hereby designated as an Approved Employment Agreement for purposes of the Plan. The applicable provisions of such Approved Employment Agreement (capitalized terms are defined in the Employment Agreement) are as follows:

3.7 Pension Credit. The following rules shall apply in determining creditable service and compensation taken into account in determining covered compensation and average compensation for benefit accrual purposes under the defined benefit provisions of the Company’s non-qualified supplemental benefit plan (currently known as the A. T. Massey, Inc. Supplemental Benefit Plan). Multiple rules may apply depending on the circumstances, but no compensation shall be taken into account more than once. In each case, the annual salary paid pursuant to Section 3.1 (to the extent not otherwise taken into account) shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(a) Whether or not Executive’s employment by the Company continues through November 1, 2011, the annual bonus (if any) paid to Executive in 2009 for 2008, the annual bonus(es) paid (if any) in 2010 and 2011 under Section 3.2, and the long-term cash Retention Bonus Installment(s) paid under Section 3.5, shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(b) In the event either (i) Executive’s employment by the Company terminates prior to November 1, 2011 on account of death or Disability or (ii) an actual Change in Control occurs prior to November 1, 2011 during Executive’s continued employment by the Company, the long-term cash Retention Bonus Installment(s) paid under Section 3.5 shall be considered compensation taken into account in determining covered compensation and average compensation when paid.

(c) In the event Executive’s employment by the Company terminates during the Term of Employment under circumstances which constitute either an Involuntary Termination Associated With a Change in Control or an involuntary termination of employment by the Company for any reason other than for “Cause” (as defined in Section 19) or Disability, (i) the remaining period in the Term of Employment, if any, shall be considered to be creditable service for benefit accrual purposes, (ii) the amount of all unpaid salary amounts for the remaining period in the Term of Employment which would have been payable to Executive under Section 3.1 if he had continued employment shall be considered compensation taken into account, and (iii) the Target Bonus shall be considered compensation taken into account for any one or more of 2009, 2010 and 2011 for which no annual bonus (whether or not pursuant to Section 3.2) is paid in such year on account of Executive’s termination of employment. Such unpaid salary and any such Target Bonus shall be considered compensation taken into account in determining covered compensation and average compensation when such annual bonus would have otherwise have been payable had Executive’s employment continued.

EX-10.21

Exhibit 10.21

MASSEY ENERGY COMPANY

STOCK PLAN FOR

NON-EMPLOYEE DIRECTORS

As Amended and Restated Effective January 1, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.1.	DEFINITIONS	1
ARTICLE II GENERAL		2
Section 2.1.	NAME	2
Section 2.2.	PURPOSE	2
Section 2.3.	EFFECTIVE DATE	3
Section 2.4.	LIMITATIONS	3
Section 2.5.	AWARDS GRANTED UNDER PLAN	3
ARTICLE III PARTICIPANTS		3
Section 3.1.	ELIGIBILITY	3
ARTICLE IV ADMINISTRATION		3
Section 4.2.	DUTIES AND POWERS OF COMMITTEE	3
Section 4.3.	MAJORITY RULE	3
Section 4.4.	COMPANY ASSISTANCE	4
ARTICLE V AWARDS		4
Section 5.1.	AWARD GRANT AND RESTRICTED STOCK AGREEMENT	4
Section 5.2.	CONSIDERATION FOR ISSUANCE	4
Section 5.3.	RESTRICTIONS ON SALE OR OTHER TRANSFER	4
Section 5.4.	LAPSE OF RESTRICTIONS	5
Section 5.5.	EARLY RETIREMENT	5
Section 5.6.	RIGHTS AS STOCKHOLDER	5
ARTICLE VI RESTRICTED UNIT AWARDS		6
Section 6.1.	RESTRICTED UNIT AWARD GRANT AND AGREEMENT	6
Section 6.2.	AWARD TERMS AND CONDITIONS	6
Section 6.3.	EFFECT OF RESIGNATION, REMOVAL, DEATH OR RETIREMENT	6
ARTICLE VII STOCK CERTIFICATES		7
Section 7.1.	STOCK CERTIFICATES	7
ARTICLE VIII TERMINATION, AMENDMENT AND MODIFICATION OF PLAN		7
Section 8.1.	TERMINATION, AMENDMENT AND MODIFICATION OF PLAN	7

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ARTICLE IX MISCELLANEOUS		8
Section 9.1.	ADJUSTMENT PROVISIONS	8
Section 9.2.	CONTINUATION OF BOARD SERVICE	8
Section 9.3.	COMPLIANCE WITH GOVERNMENT REGULATIONS	8
Section 9.4.	PRIVILEGES OF STOCK OWNERSHIP	8
Section 9.5.	WITHHOLDING	8
Section 9.6.	DEFERRED COMPENSATION PLAN OMNIBUS PROVISION	9
Section 9.7.	NONTRANSFERABILITY	9
Section 9.8.	OTHER COMPENSATION PLANS	9
Section 9.9.	PLAN BINDING ON SUCCESSORS	9
Section 9.10.	SINGULAR, PLURAL; GENDER	9
Section 9.11.	HEADINGS, ETC., NO PART OF PLAN	9

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ARTICLE I

DEFINITIONS

Section 1.1. DEFINITIONS

The following terms shall have the meanings set forth herein unless the context clearly indicates to the contrary:

(a) “Age for Board Retirement” shall mean the age for mandatory retirement of members of the Board as specified in the Bylaws of the Company, as applied to Eligible Directors on the date of such Eligible Directors’ retirement from the Board.

(b) “Award” shall mean an award of Restricted Stock pursuant to the provisions of Article V hereof.

(c) “Awardee” shall mean an Eligible Director to whom Restricted Stock has been awarded hereunder.

(d) “Board” shall mean the Board of Directors of the Company.

(e) “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, as amended, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty (30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by a majority of directors before the Transaction. To the extent that a participant must consent to a change of this definition, the change will not be effective unless such consent is obtained. To the extent that a participant’s consent has not been obtained, the definition in effect immediately prior to this amendment shall be controlling with regard to such participant.

(f) “Committee” shall mean members of the Board who are not eligible to participate in the Plan.

(g) “Company” shall mean Massey Energy Company.

(h) “Eligible Director” shall mean a director of the Company who is not an employee of the Company or any of its Subsidiaries.

(i) “Fair Market Value” shall mean the average of the highest price and the lowest price per share at which the Stock is sold in the regular way on the New York Stock Exchange on the day such value is to be determined hereunder or, in the absence of any reported sales on such day, the first preceding day on which there were such sales.

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(j) “Plan” shall mean the Massey Energy Company Stock Plan for Non-Employee Directors as amended and restated, effective November 30, 2000, the current terms of which are set forth herein.

(k) “Restricted Stock” shall mean Stock that may be awarded to an Eligible Director by the Committee pursuant to Article V hereof, which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met.

(l) “Restricted Stock Agreement” and “Restricted Unit Agreement” shall mean the agreement between the Company and the Awardee with respect to Restricted Stock and Restricted Units, respectively, awarded hereunder.

(m) “Restricted Unit Award” shall mean amounts awarded pursuant to Article VI hereof.

(n) “Stock” shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities.

(o) “Subsidiary” shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly or indirectly, by the Company or any partnership or joint venture in which either the Company or such a corporation is at least a twenty percent (20%) equity participant.

ARTICLE II

GENERAL

Section 2.1. NAME

This Plan shall be known as the “Massey Energy Company Stock Plan for Non-Employee Directors.”

Section 2.2. PURPOSE

The purpose of the Plan is to advance the interests of the Company and its stockholders by affording to Eligible Directors of the Company an opportunity to acquire or increase their proprietary interest in the Company by the grant to such directors of Awards under the terms set forth herein. By encouraging non-employee directors to become owners of Company shares, the Company seeks to increase their incentive for enhancing shareholder value and to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends.

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Section 2.3. EFFECTIVE DATE

The Plan was adopted effective on March 14, 1995 upon its approval by the holders of a majority of the shares of Common Stock of Fluor Corporation, and the Plan was amended and restated effective May 24, 2005. This amendment is effective January 1, 2008.

Section 2.4. LIMITATIONS

Subject to adjustment pursuant to the provisions of Section 9.1 hereof, the aggregate number of shares of Stock which may be issued as Awards shall not exceed 100,000¹. Any such shares may be either authorized and unissued shares or shares issued and thereafter acquired by the Company.

Section 2.5. AWARDS GRANTED UNDER PLAN

Shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in Section 5.3 hereof have lapsed shall not again be available for Award grant hereunder. If Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 5.3 hereof, new Awards may be granted hereunder covering the number of shares to which such Restricted Stock acquisition relates.

ARTICLE III

PARTICIPANTS

Section 3.1. ELIGIBILITY

Any Eligible Director shall be eligible to participate in the Plan.

ARTICLE IV

ADMINISTRATION

Section 4.2. DUTIES AND POWERS OF COMMITTEE

The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Restricted Stock and Restricted Unit Agreement, and to make all other determinations necessary or advisable in the administration of the Plan.

Section 4.3. MAJORITY RULE

A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee.

¹ On February 23, 2001, the Board approved an amendment to the Plan increasing the number of shares of Stock reserved for issuance under the Plan from 25,000 to 100,000 shares, subject to shareholder approval. On April 17, 2001, the Company’s shareholders approved the amendment.

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Section 4.4. COMPANY ASSISTANCE

The Company shall supply full and timely information to the Committee on all matters relating to Eligible Directors, their death, retirement, removal or resignation from the Board and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.

ARTICLE V

AWARDS

Section 5.1. AWARD GRANT AND RESTRICTED STOCK AGREEMENT

The Committee shall grant a one time Award of 4,056² shares of Restricted Stock to Eligible Directors. Such Awards shall be made to each Eligible Director on a date determined by the Committee, in its sole discretion, following such appointment to the Board. Each Award granted hereunder must be granted no later than March 10, 2007³. The Awardee shall be entitled to receive the Stock subject to such Award only if the Company and the Awardee enter into a written Restricted Stock Agreement dated as of the date of the Award, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan.

Section 5.2. CONSIDERATION FOR ISSUANCE

No shares of Restricted Stock shall be issued to an Awardee hereunder unless and until the Committee shall have determined that consideration has been received by the Company, in the form of services actually rendered to the Company by the Awardee, having a fair value of not less than the then fair market value of a like number of shares of Stock subject to all of the herein provided conditions and restrictions applicable to Restricted Stock, but in no event less than the par value of such shares.

Section 5.3. RESTRICTIONS ON SALE OR OTHER TRANSFER

Each share of Stock received pursuant to each Restricted Stock Agreement shall be subject to acquisition by Massey Energy Company, and may not be sold or otherwise transferred except pursuant to the following provisions:

(a) The shares of Stock represented by the Restricted Stock Agreement shall be held in book entry form with the Company’s transfer agent until the restrictions lapse in accordance with the conditions established by the Committee pursuant to

² The original amount of 1,000 shares of Restricted Stock was adjusted on November 30, 2000 to reflect the distribution on such date of Fluor Corporation from the Company.

³ On May 24, 2005, the shareholders approved an amendment to the Plan to extend the ability of the Committee to grant Restricted Stock and Restricted Unit Awards through March 10, 2007.

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Section 5.4 hereof, or until the shares of stock are forfeited pursuant to paragraph (c) of this Section 5.3. Notwithstanding the foregoing, the Awardee may request that, prior to the lapse of the restrictions or forfeiture of the shares, certificates evidencing such shares be issued in his name and delivered to him, and each such certificate shall bear the following legend:

“The shares of Massey Energy Company common stock evidenced by this certificate are subject to acquisition by Massey Energy Company, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Agreement by and between Massey Energy Company and the registered owner of such shares.”

(b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Section 5.3.

(c) Upon an Awardee’s removal or resignation from the Board for any reason, all of the Awardee’s Restricted Stock remaining subject to restriction shall be acquired by the Company effective as of the date of such removal or resignation. Upon the occurrence or non-occurrence of such other events as shall be determined by the Committee and specified in the Awardee’s Restricted Stock Agreement relating to any such Restricted Stock, all of such Restricted Stock remaining subject to restriction shall be acquired by the Company upon the occurrence or non-occurrence of such event.

Section 5.4. LAPSE OF RESTRICTIONS

The restrictions on 20% of each Award will lapse on March 14 next following the date of Award. Thereafter, the restrictions will lapse in four equal increments on the succeeding anniversary dates following the date of lapsing of restrictions on the first 20% of the shares. In the case of a Company Change of Control, death, attainment of the Age for Board Retirement or approved early retirement in accordance with Section 5.5 below, of an Awardee, all restrictions on all Restricted Stock held by the Awardee will lapse.

Section 5.5. EARLY RETIREMENT

An Eligible Director who leave the Board prior to the Age for Board Retirement, may, upon application to and in the sole discretion of the Committee, be granted early retirement status.

Section 5.6. RIGHTS AS STOCKHOLDER

Subject to the provisions of Section 5.3 hereof, upon the issuance to the Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of a stockholder with respect to such Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

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ARTICLE VI

RESTRICTED UNIT AWARDS

Section 6.1. RESTRICTED UNIT AWARD GRANT AND AGREEMENT

Each Restricted Unit Award granted hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Restricted Unit Agreement dated as of the date of grant and executed by the Company and the Awardee, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. A Restricted Unit Award may be made only in connection with an Award made hereunder.

Section 6.2. AWARD TERMS AND CONDITIONS

Each Restricted Unit Award shall have a value equal to the Fair Market Value on the date that such award, or portion thereof, becomes earned and payable. Each Restricted Unit Award shall become earned and payable in five equal increments on each of the five dates upon which a portion of the restrictions lapse on the underlying Award, or upon such other terms and conditions as may be determined by the Committee. The proceeds of each Restricted Unit Award shall be applied in payment of applicable federal and state withholding taxes arising from the lapse of restrictions on the related Restricted Stock and from such award (or portion thereof) becoming earned and payable, with the balance, if any, to be remitted to the Awardee. If the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in the number of Restricted Units subject to outstanding Restricted Stock Awards. Such adjustments will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive.

Section 6.3. EFFECT OF RESIGNATION, REMOVAL, DEATH OR RETIREMENT

If, prior to the date on which the Restricted Units, or any portion thereof becomes earned and payable, the Awardee is removed or resigns from the Board for any reason, then the Awardee’s rights with respect to that portion of the Restricted Units which have not been earned as of the date of such termination shall immediately terminate and all rights thereunder shall cease; provided, however, in the case of a Company Change of Control, death, attainment of the Age for Board Retirement, or approved early retirement in accordance with Section 5.5, the Restricted Units will become earned and payable on the date upon which all restrictions on the Award lapse.

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ARTICLE VII

STOCK CERTIFICATES

Section 7.1. STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for shares of Stock received as Restricted Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to fulfillment of all of the following conditions:

(a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed;

(b) the completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall in its sole discretion deem necessary or advisable;

(c) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; and

(d) the lapse of such reasonable period of time following the execution of the Restricted Stock Agreement as the Committee from time to time may establish for reasons of administrative convenience.

ARTICLE VIII

TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

Section 8.1. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

The Committee may at any time terminate, and may at any time and from time to time and in any respect amend or modify, the Plan, provided, however, that no such action of the Committee without approval of the stockholders of the Company may:

(a) increase the total number of shares of Stock subject to the Plan except as contemplated in Section 9.1 hereof;

(b) materially increase the benefits accruing to participants under the Plan;

(c) withdraw the administration of the Plan from the Committee; or

(d) permit any person while a member of the Committee to be eligible to receive Restricted Stock under the Plan; and provided further, that no termination, amendment or modification of the Plan shall in any manner affect a Restricted Stock Agreement theretofore executed pursuant to the Plan without the consent of Awardee.

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ARTICLE IX

MISCELLANEOUS

Section 9.1. ADJUSTMENT PROVISIONS

(a) Subject to Section 9.1(b) below, if the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Section 2.4 and (ii) the number and kind of shares or other securities subject to the outstanding Awards.

(b) Adjustments under Section 9.1(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments.

Section 9.2. CONTINUATION OF BOARD SERVICE

Nothing in the plan or in any instrument executed pursuant to the Plan will confer upon any Eligible Director any right to continue to serve on the Board.

Section 9.3. COMPLIANCE WITH GOVERNMENT REGULATIONS

No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules, and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Stock pursuant hereto, the Company may require the director to take any reasonable action to comply with such requirements.

Section 9.4. PRIVILEGES OF STOCK OWNERSHIP

No director and no beneficiary or other person claiming under or through such director will have any right, title, or interest in or to any shares of Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Stock, if any, that have been issued to such director.

Section 9.5. WITHHOLDING

The Company may make such provisions as it deems appropriate to withhold any taxes the Company determines it is required to withhold in connection with any Award. The Company may require the director to satisfy any relevant tax requirements before authorizing any issuance of Stock to the director. Such settlement may be made in cash or Stock.

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Section 9.6. DEFERRED COMPENSATION PLAN OMNIBUS PROVISION

For purposes of Sections 5.3, 5.4, 6.2, 6.3, 7.1, 8.1, 9.1, and 9.5, actions taken by the Board or the Committee, as applicable, shall be undertaken in a manner that either (a) will not negatively affect the status of any Awards or Restricted Unit Award intended to be excepted from treatment as deferred compensation subject to Section 409A of the Code, or (b) will otherwise comply with Section 409A of the Code.

Section 9.7. NONTRANSFERABILITY.

An Award may be exercised during the life of the director solely by the director or the director’s duly appointed guardian or personal representative. No Award and no other right under the Plan, contingent or otherwise, will be assignable or subject to any encumbrance, pledge, or charge of any nature.

Section 9.8. OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option or 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 or directors of the Company or any Subsidiary.

Section 9.9. PLAN BINDING ON SUCCESSORS

The Plan shall be binding upon the successors and assigns of the Company.

Section 9.10. SINGULAR, PLURAL; GENDER

Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.

Section 9.11. HEADINGS, ETC., NO PART OF PLAN

Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan.

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EX-10.22

Exhibit 10.22

MASSEY ENERGY COMPANY

1997 RESTRICTED STOCK PLAN FOR

NON-EMPLOYEE DIRECTORS

As Amended and Restated Effective January 1, 2008

ARTICLE I

DEFINITIONS

Section 1.1. DEFINITIONS

The following terms shall have the meanings set forth herein unless the context clearly indicates to the contrary:

(a) “Age for Board Retirement” shall mean the age for mandatory retirement of members of the Board as specified in the Bylaws of the Company, as applied to Eligible Directors on the date of such Eligible Director’s retirement from the Board.

(b) “Award” shall mean an award of Restricted Stock pursuant to the provisions of Article V hereof.

(c) “Awardee” shall mean an Eligible Director to whom Restricted Stock has been awarded hereunder.

(d) “Board” shall mean the Board of Directors of the Company.

(e) “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, as amended, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person) shares of the Company having thirty (30) percent or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction. To the extent that a Participant must consent to the change of this definition, the change will not be effective unless consent is obtained. To the extent that a participant’s consent has not been obtained, the definition in effect immediately prior to this amendment shall be controlling with regard to such participant.

(f) “Committee” shall mean members of the Board who are not eligible to participate in the Plan.

(g) “Company” shall mean Massey Energy Company.

(h) “Eligible Director” shall mean a director of the Company who is not an employee of the Company or any of its Subsidiaries.

(i) “Plan” shall mean the 1997 Massey Energy Company Restricted Stock Plan for Non-Employee Directors as amended and restated effective May 24, 2005, the current terms of which are set forth herein.

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(j) “Plan Effective Date” shall mean the Plan’s original effective date which was March 11, 1997. The effective date of this amended and restated Plan is May 24, 2005.

(k) “Restricted Stock” shall mean Stock that may be awarded to an Eligible Director by the Committee pursuant to Article V hereof, which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met.

(l) “Restricted Stock Agreement” shall mean the agreement between the Company and the Awardee with respect to Restricted Stock awarded hereunder.

(m) “Stock” shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities.

(n) “Subsidiary” shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly, or indirectly, by the Company or any partnership or joint venture in which either the Company or such a corporation is at least a twenty percent (20%) equity participant.

ARTICLE II

GENERAL

Section 2.1. NAME

This Plan shall be known as the “Massey Energy Company 1997 Restricted Stock Plan for Non-Employee Directors.”

Section 2.2. PURPOSE

The purpose of the Plan is to advance the interests of the Company and its stockholders by affording to Eligible Directors of the Company an opportunity to acquire or increase their proprietary interest in the Company by the grant to such directors of Awards under the terms set forth herein. By encouraging non-employee directors to become owners of Company shares, the Company seeks to increase their incentive for enhancing stockholder value and to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends.

Section 2.3. EFFECTIVE DATE

The Plan was effective on March 11, 1997 upon its approval by the holders of a majority of the shares of Stock of Fluor Corporation represented at an annual or special meeting of the stockholders of Fluor Corporation. The Plan was amended and restated effective May 24, 2005. The effective date of this amendment and restatement is January 1, 2008.

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Section 2.4. LIMITATIONS

Subject to adjustment pursuant to the provisions of Section 8.1 hereof, the aggregate number of shares of Stock which may be issued as Awards shall not exceed 200,000¹. Any such shares may be either authorized and unissued shares or shares issued and thereafter acquired by the Company.

Section 2.5. AWARDS GRANTED UNDER PLAN

Shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in Section 5.3 hereof have lapsed shall not again be available for Award grant hereunder. If Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 5.3 hereof, new Awards may be granted hereunder covering the number of shares to which such Restricted Stock acquisition relates.

ARTICLE III

PARTICIPANTS

Section 3.1. ELIGIBILITY

Any Eligible Director shall be eligible to participate in the Plan.

ARTICLE IV

ADMINISTRATION

Section 4.1. DUTIES AND POWERS OF COMMITTEE

The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Restricted Stock Agreement, and to make all other determinations necessary or advisable in the administration of the Plan.

Section 4.2. MAJORITY RULE

A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee.

¹ On February 23, 2001, the Board approved an amendment to the Plan increasing the number of shares of Stock reserved for issuance under the Plan from 60,000 to 200,000 shares, subject to shareholder approval. On April 17, 2001, the Company’s shareholders approved the amendment.

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Section 4.3. COMPANY ASSISTANCE

The Company shall supply full and timely information to the Committee on all matters relating to Eligible Directors, their death, retirement, disability or removal or resignation from the Board and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties.

ARTICLE V

AWARDS

Section 5.1. AWARD GRANT AND RESTRICTED STOCK AGREEMENT

The Committee shall grant to each Eligible Director who is a member of the Board during all or any portion of each calendar year during the term of the Plan (including the calendar year in which the Plan amended and restated Effective Date occurs) an Award of 2,028² shares of Restricted Stock, which grant shall be made in respect of any calendar year on the date of the first regularly scheduled meeting of the Board during such calendar year occurring concurrently with or after such Eligible Director’s appointment to the Board.

Each Award granted hereunder must be granted within ten years from the effective date of the Plan. The Awardee shall be entitled to receive the Stock subject to such Award only if the Company and the Awardee enter into a written Restricted Stock Agreement dated as of the date of the Award, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan.

Section 5.2. CONSIDERATION FOR ISSUANCE

No shares of Restricted Stock shall be issued to an Awardee hereunder unless and until the Committee shall have determined that consideration has been received by the Company, in the form of labor performed for or services actually rendered to the Company by the Awardee, having a fair value of not less than the then fair market value of a like number of shares of Stock subject to all of the herein provided conditions and restrictions applicable to Restricted Stock, but in no event less than the par value of such shares.

² The original amount of 500 shares of Restricted Stock was adjusted on November 30, 2000 to reflect the distribution on such date of Fluor Corporation from the Company.

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Section 5.3. RESTRICTIONS ON SALE OR OTHER TRANSFER

Each share of Stock received pursuant to each Restricted Stock Agreement shall be subject to acquisition by Massey Energy Company, and may not be sold or otherwise transferred except pursuant to the following provisions:

(a) The shares of Stock represented by the Restricted Stock Agreement shall be held in book entry form with the Company’s transfer agent until the restrictions lapse in accordance with the conditions established by the Committee pursuant to Section 5.4 hereof, or until the shares of stock are forfeited pursuant to paragraph (c) of this Section 5.3. Notwithstanding the foregoing, the Awardee may request that, prior to the lapse of the restrictions or forfeiture of the shares, certificates evidencing such shares be issued in his name and delivered to him, and each such certificate shall bear the following legend:

“The shares of Massey Energy Company common stock evidenced by this certificate are subject to acquisition by Massey Energy Company, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Agreement by and between Massey Energy Company and the registered owner of such shares.”

(b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Section 5.3.

(c) All of the Awardee’s Restricted Stock remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost by, the Company in the event that the Committee determines that any of the following circumstances has occurred:

(i) the Awardee has engaged in knowing and willful misconduct in connection with his or her service as a member of the Board;

(ii) the Awardee, without the consent of the Committee, at any time during his or her period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or

(iii) the Awardee does not stand for reelection to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 5.4.

Section 5.4. LAPSE OF RESTRICTIONS

The restrictions imposed under Section 5.3 above upon Restricted Stock held by any Awardee will, as to any such Restricted Stock held by the Awardee for at least six months, lapse once the Awardee has completed five years of service on the Board and³ any of the following occurs:

(a) the Awardee attains the Age for Board Retirement or obtains Board approval of early retirement in accordance with Section 5.5;

³ On May 24, 2005, the Committee corrected what was determined to be an inadvertent change made to the Plan as of November 30, 2000, by replacing the word “or” with the word “and”. Because this change was interpretive and administerial in nature and resulted in making the vesting language more onerous, it did not require shareholder approval.

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(b) the Awardee dies or becomes permanently and totally disabled; or

(c) any Change of Control occurs.

In no event will the restrictions imposed under Section 5.3 lapse as to any shares of Restricted Stock awarded to any Awardee until the Awardee has held such shares for six months. Subject to the prior sentence, the Board may, in its sole and absolute discretion, cause the five-year restriction to lapse with respect to an Eligible Director who leaves the service of the Board.

Section 5.5. EARLY RETIREMENT

An Eligible Director who leave the Board prior to the Age for Board Retirement, may, upon application to and in the sole discretion of the Committee, be granted early retirement status.

Section 5.6. RIGHTS AS STOCKHOLDER

Subject to the provisions of Section 5.3 hereof, upon the issuance to the Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of a stockholder with respect to such Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

ARTICLE VI

STOCK CERTIFICATES

Section 6.1. STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for shares of Stock received as Restricted Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to fulfillment of all of the following conditions:

(a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed;

(b) the completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall in its sole discretion deem necessary or advisable;

(c) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; and

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(d) the lapse of such reasonable period of time following the execution of the Restricted Stock Agreement as the Committee from time to time may establish for reasons of administrative convenience.

ARTICLE VII

TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

Section 7.1. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

The Committee may at any time terminate, and may at any time and from time to time and in any respect amend or modify, the Plan provided that, if under applicable laws or the rules of any securities exchange upon which the Company’s common stock is listed, the consent of the Company’s stockholders is required for such amendment or modification, such amendment or modification shall not be effective until the Company obtains such consent, and provided, further, that no termination, amendment or modification of the Plan shall in any manner affect any Restricted Stock Agreement theretofore executed pursuant to the Plan without the consent of the Awardee.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. ADJUSTMENT PROVISIONS

(a) Subject to Section 8.l(b) below, if the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Section 2.4 and (ii) the number and kind of shares or other securities subject to the outstanding Awards.

(b) Adjustments under Section 8.l(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments.

Section 8.2. CONTINUATION OF BOARD SERVICE

Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Eligible Director any right to continue to serve on the Board.

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Section 8.3. COMPLIANCE WITH GOVERNMENT REGULATIONS

No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules, and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Stock pursuant hereto, the Company may require the employee to take any reasonable action to comply with such requirements.

Section 8.4. PRIVILEGES OF STOCK OWNERSHIP

No director and no beneficiary or other person claiming under or through such employee will have any right, title, or interest in or to any shares of Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Stock, if any, that have been issued to such director.

Section 8.5. WITHHOLDING

The Company may make such provisions as it deems appropriate to withhold any taxes the Company determines it is required to withhold in connection with any Award. The Company may require the director to satisfy any relevant tax requirements before authorizing any issuance of Stock to the director. Such settlement may be made in cash or [previously acquired] Stock.

Section 8.6. DEFERRED COMPENSATION PLAN OMNIBUS PROVISION

For purposes of Sections 5.4, 6.1, 7.1, 8.1(a), 8.3 and 8.5, actions taken by the Board or the Committee, as applicable, shall be undertaken in a manner that either (a) will not negatively affect the status of any Award intended to be excepted from treatment as deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or (b) will otherwise comply with Section 409A of the Code.

Section 8.7. NONTRANSFERABILITY

An Award may be exercised during the life of the director solely by the director or the director’s duly appointed guardian or personal representative. No Award and no other right under the Plan, contingent or otherwise, will be assignable or subject to any encumbrance, pledge, or charge of any nature.

Section 8.8. OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option or 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 or directors of the Company or any Subsidiary.

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Section 8.9. PLAN BINDING ON SUCCESSORS

The Plan shall be binding upon the successors and assigns of the Company.

Section 8.7. SINGULAR, PLURAL; GENDER

Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.

Section 8.11. HEADINGS, ETC., NO PART OF PLAN

Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan.

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EX-10.23

Exhibit 10.23

Amendment to Don L. Blankenship’s

Special Successor and Development Retention Program

This Amendment to Don L. Blankenship’s Special Successor and Development Retention Program entered into in or about September, 1998 by and between Fluor Corporation (the “Company”) and Don L. Blankenship (“Blankenship”) pursuant to which Blankenship is entitled to receive certain Sprigg, West Virginia property described therein by transfer of title to the house, garages and storage building, etc., free from income tax (the “House” benefit) is entered into on December 23, 2008 and is effective January 1, 2009 and provides as follows:

1. The House benefit will not be paid until Blankenship’s separation from service with the Company and its affiliates for purposes of Section 409A of the Internal Revenue Code (“IRC”) and, if he is a specified employee for IRC Section 409A purposes (i.e., a key employee of a publicly traded corporation) at the date of his separation from service, the payment will be delayed for 6 months as required by IRC Section 409A.

2. If Blankenship is a specified employee for IRC Section 409A purposes (i.e., a key employee of a publicly traded corporation) at the date of his separation from service and the payment is delayed for 6 months, then either (i) Blankenship will vacate and not use the property for the 6 month delay period or (ii) (A) Blankenship will pay to the Company the fair rental value of the property monthly at the beginning of each month in the 6 month delay period and (B) on the first day after the 6 month delay period, the Company will pay to Blankenship the amount of rent he paid to the Company for the 6 month delay period (the “Rent” benefit) and will gross-up the payment in order to make Blankenship whole for any taxes he incurs in connection with the Rent benefit on the same basis as the tax gross-up payment for the House benefit.

3. The ability of the CEO and Compensation Committee to accelerate payment of the House benefit is eliminated, if no acceleration is agreed to before January 1, 2009 (provided that payment of the House benefit in connection with any acceleration shall not occur before January 1, 2009).

4. The tax gross-up payment needed to make the House benefit and Rent benefit free of income taxes will be made when the taxes are due (by withholding and/or direct payment by Blankenship, as applicable) but in no event later than the end of the calendar year following the calendar year Blankenship remits the taxes being grossed up to the appropriate governmental authority.

5. The foregoing revisions shall not operate to accelerate any payment of the House benefit or any gross-up or other payment into 2008 which would otherwise be paid after 2008 and shall not operate to defer any payment of the House benefit or any gross-up or other payment to a year later than 2008 which would otherwise be paid in 2008.

6. The parties acknowledge that the Company is now Massey Energy Company.

Agreed by:	Agreed by:
/s/ John M. Poma	/s/ Don L. Blankenship
For Massey Energy Company	Don L. Blankenship
(formerly Fluor Corporation)
Title:

EX-10.24

Exhibit 10.24

CHANGE IN CONTROL SEVERANCE AGREEMENT

AS AMENDED AND RESTATED

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made on December 23, 2008 between Massey Energy Company, a Delaware corporation (the “Company”), and Don L. Blankenship (the “Executive”) and amends, restates and supercedes the Change in Control Severance Agreement between the Company and the Executive (the “Original Agreement”), effective as of December 21, 2005 (the “Effective Date”).

WITNESSETH:

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

WHEREAS, the Board of Directors of the Company (the “Board,” as defined in Section 23) recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control (as defined in Section 23) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of, and to contract for the continued rendering of services by, members of the Company’s management, including Executive, in connection with their assigned duties without distraction in the face of potentially disturbing circumstances, and without the Company’s loss of needed personnel, arising from the possibility of a Change in Control; and

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

WHEREAS, the Company and the Executive entered into the Original Agreement, effective as of the Effective Date; and

WHEREAS, the Company and the Executive now desire to amend, restate and supercede the Original Agreement to reflect provisions of Section 409A of the Internal Revenue Service Code and the final regulations issued thereunder, which amendment is to be effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 23 and throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Obligations of Executive to Remain Employed. Executive agrees that in the event any person or group attempts a Change in Control and he is either notified by the Board or aware of an attempted Change in Control, he shall not, without the written agreement of the Board, voluntarily leave the employ of the Company other than by reason of a Constructive Termination Associated With a Change in Control (as defined in Section 23) (i) until such attempted Change in Control terminates or (ii) if a Change in Control shall occur, until the occurrence of such actual Change in Control. For purposes of the foregoing clause (i) and this Agreement, Constructive Termination Associated With a Change in Control shall be determined, except as expressly provided in the definition of the term, as if a Change in Control had occurred when such attempted Change in Control (which is sometimes referred to herein as a “potential”, as opposed to an “actual”, Change

in Control) became known to the Board. For purposes of this Agreement, any decision by the Board that the person or group has abandoned or terminated his or its efforts to effect a Change in Control shall be conclusive and binding on Executive.

2. Termination Associated With a Change in Control.

(a) Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of:

(i) an Involuntary Termination Associated With a Change in Control (as defined in Section 23) within the two-year period after an actual Change in Control,

(ii) a termination by the Company, other than for Cause (as defined in Section 23) or other than due to Executive’s death or Disability (as defined in Section 23), that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or

(iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in Control.

For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23), except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

(b) Payments Upon Involuntary Termination Associated With a Change in Control. Subject to the provisions of Section 2(c) or Sections 3 and 6 hereof, in the event a termination described in Section 2(a) occurs, the Company shall pay and provide to Executive on or beginning, as applicable, the first business day that occurs following sixty (60) days after his Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of as soon as administratively feasible after the date an actual Change in Control occurs or the first business day that occurs following sixty (60) days after his Termination Date (contingent on the execution of the release without revocation as contemplated in Section 4 hereof):

(i) a lump sum cash payment equal to 2.5 times Executive’s Base Pay (as defined in Section 23);

(ii) a lump sum cash payment equal to 2.5 times Executive’s Target Bonus (as defined in Section 23);

(iii) a pro rated payment of his Target Bonus for the year in which Executive’s Termination Date occurs. The pro rated payment shall be based on Executive’s Target Bonus as of Executive’s Termination Date, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365;

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(iv) any award under the Company’s long-term cash and equity incentive program, including stock option, restricted stock, restricted unit, other equity- or cash-based incentive awards or other equity- or cash-based incentive agreements, which by its terms vests in connection with the Change in Control, provided that payment of such award shall be determined solely by the terms of such award and any plan, program or arrangement which controls its determination and payment; and

(v) for a period of 24 months following his Termination Date, Executive shall continue to receive on a monthly basis the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(A) If Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA (as defined in Section 23) health care continuation coverage period under section 4980B of the Code (as defined in Section 23) shall commence immediately after the foregoing 24 month benefit period, with such continuation coverage continuing until the end of applicable COBRA health care continuation coverage period.

(B) If Executive would have been eligible for post-retirement medical and dental coverage had he retired from employment during the period of 24 months following his Termination Date, but is not so eligible as the result of his Involuntary Termination Associated With a Change in Control, then at the conclusion of the benefit continuation period described in (A) above, the Company shall take all commercially reasonable efforts to provide Executive on a monthly basis with additional continued group medical and dental coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement medical and dental program, for as long as such coverage would have been available under such program, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(c) Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, the sum of the maximum amount payable and the value of the benefits provided to Executive pursuant to this Section 2 and Section 6(a) shall be limited to 2.99 times the sum of Executive’s Base Pay and Bonus (as defined in Section 23). In the event a reduction is required pursuant hereto, unless Executive is permitted by the Company to choose the order of reduction, the order of reduction shall be first any Gross-Up Payment provided pursuant to Section 6(a), next all other cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage.

(d) Cessation of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability,

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Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2. If Executive’s employment is terminated by the Company on account of Cause or because of his death, Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2.

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

3. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to a series of separate payments and benefits to the fullest extent allowable by Section 409A of the Code. Payments or provision of benefits in connection with a separation from service payment event will be delayed, to the extent applicable, until six months after the separation from service or, if earlier, the Executive’s death, if the Executive is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period.

4. Release. Notwithstanding the foregoing, no payments shall be made or benefits provided under Section 2(b) unless Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Appendix A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any claim or entitlement under an employee benefit, long term cash or equity compensation plan, program, arrangement or agreement which is due pursuant to the terms of such plan,

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program, arrangement or agreement) or a termination thereof. Such Release must be provided within sixty (60) days after Executive’s Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of before the date an actual Change in Control occurs or within sixty (60) days after the Executive’s Termination Date.

5. Enforcement. Without limiting the rights of Executive at law or in equity, except as provided in Section 6, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues consistent with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change.

6. Tax Limitation on Payments by the Company. The provisions of this Section 6 shall apply notwithstanding anything in this Agreement to the contrary.

(a) Subject to the limitation in Section 2(c), in the event that it shall be determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive of receiving the Gross-Up Payment does not exceed the Reduced Amount (as defined below) by more than the lesser of $50,000 or 10% (as compared to the Net After-tax Benefit to Executive resulting from elimination of the Gross-Up Payment and reduction of the Payments under Section 2 of this Agreement (“Change in Control Payments”) to the Reduced Amount), then the Company shall not pay Executive the Gross-Up Payment and the Change in Control Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Payments does not exceed the Reduced Amount; provided, however, that no such reduction shall be effected, but no Gross-Up Payment shall be made, if the Net After-tax Benefit to Executive of receiving all of the Payments exceeds by more than the lesser of $50,000 or 10% of the Net After-tax Benefit to Executive resulting from having such Change in Control Payments so reduced. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage. For purposes of this Section 6, the following terms have the following meanings:

(i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

(ii) “Payment” means any payment or distribution or provision of benefits by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions required by this Section 6.

(iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(iv) “Reduced Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code.

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(b) Except as set forth in the next sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten days of Executive’s Termination Date. If determined by the Accounting Firm to be excludible from parachute payments under Section 280G of the Code, the value of Executive’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both Executive and the Company, and a portion of the Change in Control Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c) If the Accounting Firm determines that Change in Control Payments should be reduced, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 6 shall be binding upon the Company and Executive and shall be made within twenty (20) business days of Executive’s Termination Date.

(d) While it is the intention of the Company and Executive to reduce the amounts payable or distributable to Executive hereunder only if the aggregate Net After-tax Benefit to Executive would thereby be increased in the manner provided for herein, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(e) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

(f) All payments to be made under this Section 6 (other than the Underpayment described in Section 6(d)) must be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Company remits the related taxes. Any right to reimbursement incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.

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

8. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys’ fees and expenses associated with such litigation or arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the foregoing, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive under Section 2 of this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counsel to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the expense and the Executive will be entitled to receive any balance thereof as soon as administratively feasible after the termination of such litigation or arbitration or any settlement thereof under terms on which the Executive substantially prevails.

9. Confidentiality. Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term

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“Company” will also include any Subsidiary (as defined in Section 23; collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). In addition, if not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

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

(a) Covenant Not to Compete. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership, whether direct or beneficial, of no more than 5% of the outstanding securities entitled to vote generally in the election of directors of a publicly traded corporation shall not constitute a violation of this provision.

(b) Covenant Not to Solicit. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee, any supplier or any customer, of the Company or any Subsidiary to terminate his employment or relationship with the Company or any Subsidiary; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee, supplier or customer of the Company or any Subsidiary. The foregoing shall not prohibit Executive or any entity with which Executive may be affiliated from hiring a former employee of the Company or any Subsidiary; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

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

(d) Remedies for Breach. In the event of Executive’s termination of employment, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall be and are expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall cease, and Executive shall be obligated to

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return to the Company any payments and the value of any benefits previously received by him pursuant to Section 2. In addition, it is recognized that damages in the event of breach of this Section 10 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of the express rights to cease or recover payment and the value of benefits otherwise provided for in Section 2 and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) Definitions. For proposes of this Section 10, the following terms have the following meanings:

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

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

(f) Reasonableness. In the event that the provisions of this Section 10 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

11. Employment Rights. Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company or a Subsidiary, the employment of Executive by the Company is “at will.” Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive, except as provided in Section 1 above, to have Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control.

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

13. Term of Agreement.

(a) Regular Term and Extensions. The term of this Agreement shall commence on the Effective Date hereof and shall continue until the third anniversary thereof; provided, however, that commencing on the third anniversary, and each anniversary thereafter, the term of this Agreement shall automatically be extended for one year unless the Company gives notice not later than thirty (30) days preceding any such anniversary year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during the period that this Agreement is in effect.

(b) Early Termination by the Board. Notwithstanding the foregoing, this Agreement shall be subject to unilateral termination by the Company if the Board determines in good faith that Executive is no longer a key management employee to be provided the rights contained herein and so notifies Executive in writing; provided, however, that such determination may not be made, and if made shall have no effect, if a Change in Control shall have occurred or during any period of time when the

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Company has knowledge that any person or group has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, the third person has abandoned or terminated his or its efforts to effect a Change in Control.

14. Successors and Binding Agreement.

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

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

(c) This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 14(a) and (b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments and benefits hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 14(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

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

16. Governing Law; Dispute Resolution. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. Any dispute or controversy arising under or in connection with this Agreement (other than an action to enforce the covenants in Section 10 hereof) shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance

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with the rules of the American Arbitration Association. Subject to Section 8 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

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

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

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

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

21. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 14 and 16 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

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

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

(a) “Base Pay” means the greater of (i) Executive’s annual base salary rate, exclusive of Bonus, as in effect immediately preceding Executive’s Termination Date, and (ii) Executive’s highest annual base salary rate, exclusive of Bonus, in effect at any time during the three years immediately preceding the Change in Control.

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

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(c) “Bonus” means the highest amounts payable under Executive’s annual cash bonus award plus the highest amounts payable under all Executive’s outstanding long-term cash incentive bonus awards that contain as a year of measurement, the year in which Executive is terminated. Bonus does not include any stock option, stock appreciation, stock purchase, restricted stock, restricted unit, performance stock, performance unit, shadow stock or similar equity incentive plan, program, arrangement or grant, one time bonus or payment, any amounts contributed by the Company or any Subsidiary for the benefit of Executive to any qualified or nonqualified deferred compensation plan, or any amounts designated by the parties as amounts other than Bonus.

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

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

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

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

For purposes of this Section 23(d), no act, or failure to act, on Executive’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose, among others (after at least 20 days prior notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), of finding that (x) in the good faith opinion of the Board Executive failed to perform his duties or engaged in misconduct as set forth above in clause (i) or (ii) of this paragraph, and, if applicable, that Executive did not correct such failure or cease such misconduct after being requested to do so by the Board, or (y) as set forth in clause (iii) of this paragraph, Executive has been convicted of or has entered a plea of nolo contendere to the commission of a felony. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being considered termination for Cause.

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

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

(ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors

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of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

For purposes hereof, a “potential” Change in Control is considered to occur and remain present commencing upon the date that any person or group attempts a Change in Control and the Executive is either notified by the Board or aware of an attempted Change in Control. All decisions regarding the time of the commencement, the pendancy and the abandonment or termination of a potential Change in Control shall be made by the Board in good faith and shall be conclusive and binding on the Executive. An “actual” Change in Control means that one of the two events described in (i) or (ii) above has occurred.

(f) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

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

(h) “Constructive Termination Associated With a Change in Control” means the termination of Executive’s employment with the Company by Executive as a result of the occurrence, without Executive’s written consent, of one of the following events:

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

(ii) following the occurrence of an actual or potential Change in Control, any failure by the Company or any Subsidiary to continue Executive’s employment upon the terms and conditions as existed immediately prior to the Change in Control (other than any term or condition covered in clause (i) above), including but not limited to compensation level and annual and long-term cash and equity incentive opportunity, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or Subsidiary promptly after receipt of notice thereof given by Executive;

(iii) following the occurrence of an actual or potential Change in Control, a material reduction in the level of Employee Benefits provided to Executive immediately prior to the Change in Control; or

(iv) following the occurrence of an actual or potential Change in Control, the relocation of Executive’s principal work location (other than in connection with a relocation contemplated by the Company as of the date hereof or pursuant to organizational changes in accordance with past practice) to a location that increases Executive’s normal work commute by fifty (50) miles or more as compared to Executive’s normal work commute immediately prior to the Change in Control or that Executive’s required travel away from his office in the course of discharging his responsibilities or duties of his job is increased by an unreasonable amount as compared to that which was required of Executive in any of the three (3) full years immediately prior to the Change in Control.

For purposes hereof, “Employee Benefits” means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans,

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

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

In no event shall the termination of Executive’s employment with the Company on account of Executive’s death or Disability or because Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Associated With a Change in Control.

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

(j) “Involuntary Termination Associated With a Change in Control” means the termination of Executive’s employment related to a Change in Control: (i) by the Company for any reason other than Cause, Executive’s death or Executive’s Disability, or (ii) on account of a Constructive Termination Associated With a Change in Control. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being a Involuntary Termination Associated With a Change in Control.

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

(l) “Target Bonus” means Executive’s annual cash bonus award target.

(m) “Termination Date” means the last day of Executive’s employment with the Company or any Subsidiary.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

MASSEY ENERGY COMPANY
By:	/s/ Richard R. Grinnan
Name:	Richard R. Grinnan
Title:	Vice President and Secretary
/s/ Don L. Blankenship
Don L. Blankenship

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Appendix A

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

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

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

WHEREAS, Executive and Company entered into an Amended and Restated Change in Control Severance Agreement, effective December 21, 2005 (the “Severance Agreement”), which provides for certain payments and benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; and

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

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

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

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

(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11 below, Executive represents and affirms that (i) [other than             ,] Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) [other than             ,] Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities. Executive agrees to dismiss with prejudice all claims for relief filed before the date hereof.

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

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

3. In consideration of the Company’s agreements as set forth in paragraph 6 herein, Executive agrees to comply with the limitations described in Sections 9 and 10 of the Severance Agreement.

4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time within two (2) years after his Termination Date, and that the Company has no obligation to employ him in the future.

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

6. In consideration for Executive’s agreements as set forth herein, the Company agrees to pay or provide to or for Executive the payments and benefits described in Section 2(b) of the Severance Agreement, the provisions of which are incorporated herein by reference. Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive at any time in the future with any payments, benefits or considerations other than those recited in this paragraph, those excluded from release in Section 1(c) of this Agreement or those required by law, other than under the terms of any benefit plans which provide benefits or payments to former employees according to their terms.

7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to him in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company, Executive would not have been entitled to the payments and benefits set forth in Section 2(b) of the Severance Agreement.

8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to him under any employment agreement or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all other prior agreements or understandings, whether written or oral, between the parties which are inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or

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representations have been made to him in connection with the termination of Executive’s employment agreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement or the Severance Agreement.

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

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

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

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

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

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

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

16. Executive certifies and acknowledges as follows:

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

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

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

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

(e) That the Company has provided him with a period of [twenty-one (21) - generally applicable for an individual termination] or [forty-five (45) - generally applicable for a group termination] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to him; and

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

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

	Witness:
Executive
MASSEY ENERGY COMPANY
By:	Witness:
Name:
Title:

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EX-10.25

Exhibit 10.25

CHANGE IN CONTROL SEVERANCE AGREEMENT

AS AMENDED AND RESTATED

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made on December 23, 2008 between Massey Energy Company, a Delaware corporation (the “Company”), and J. Christopher Adkins (the “Executive”) and amends, restates and supercedes the Change in Control Severance Agreement between the Company and the Executive (the “Original Agreement”), effective as of December 21, 2005 (the “Effective Date”).

WITNESSETH:

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

WHEREAS, the Board of Directors of the Company (the “Board,” as defined in Section 23) recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control (as defined in Section 23) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of, and to contract for the continued rendering of services by, members of the Company’s management, including Executive, in connection with their assigned duties without distraction in the face of potentially disturbing circumstances, and without the Company’s loss of needed personnel, arising from the possibility of a Change in Control; and

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

WHEREAS, the Company and the Executive entered into the Original Agreement, effective as of the Effective Date; and

WHEREAS, the Company and the Executive now desire to amend, restate and supercede the Original Agreement to reflect provisions of Section 409A of the Internal Revenue Service Code and the final regulations issued thereunder, which amendment is to be effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 23 and throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Obligations of Executive to Remain Employed. Executive agrees that in the event any person or group attempts a Change in Control and he is either notified by the Board or aware of an attempted Change in Control, he shall not, without the written agreement of the Board, voluntarily leave the employ of the Company other than by reason of a Constructive Termination Associated With a Change in Control (as defined in Section 23) (i) until such attempted Change in Control terminates or (ii) if a Change in Control shall occur, until the occurrence of such actual Change in Control. For purposes of the foregoing clause (i) and this Agreement, Constructive Termination Associated With a Change in Control shall be determined, except as expressly provided in the definition of the term, as if a Change in Control had occurred when such attempted Change in Control (which is sometimes referred to herein as a “potential”, as opposed to an “actual”, Change

in Control) became known to the Board. For purposes of this Agreement, any decision by the Board that the person or group has abandoned or terminated his or its efforts to effect a Change in Control shall be conclusive and binding on Executive.

2. Termination Associated With a Change in Control.

(a) Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of:

(i) an Involuntary Termination Associated With a Change in Control (as defined in Section 23) within the two-year period after an actual Change in Control,

(ii) a termination by the Company, other than for Cause (as defined in Section 23) or other than due to Executive’s death or Disability (as defined in Section 23), that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or

(iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in Control.

For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23), except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

(b) Payments Upon Involuntary Termination Associated With a Change in Control. Subject to the provisions of Section 2(c) or Sections 3 and 6 hereof, in the event a termination described in Section 2(a) occurs, the Company shall pay and provide to Executive on or beginning, as applicable, the first business day that occurs following sixty (60) days after his Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of as soon as administratively feasible after the date an actual Change in Control occurs or the first business day that occurs following sixty (60) days after his Termination Date (contingent on the execution of the release without revocation as contemplated in Section 4 hereof):

(i) a lump sum cash payment equal to 2.5 times Executive’s Base Pay (as defined in Section 23);

(ii) a lump sum cash payment equal to 2.5 times Executive’s Target Bonus (as defined in Section 23);

(iii) a pro rated payment of his Target Bonus for the year in which Executive’s Termination Date occurs. The pro rated payment shall be based on Executive’s Target Bonus as of Executive’s Termination Date, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365;

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(iv) any award under the Company’s long-term cash and equity incentive program, including stock option, restricted stock, restricted unit, other equity- or cash-based incentive awards or other equity- or cash-based incentive agreements, which by its terms vests in connection with the Change in Control, provided that payment of such award shall be determined solely by the terms of such award and any plan, program or arrangement which controls its determination and payment; and

(v) for a period of 24 months following his Termination Date, Executive shall continue to receive on a monthly basis the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(A) If Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA (as defined in Section 23) health care continuation coverage period under section 4980B of the Code (as defined in Section 23) shall commence immediately after the foregoing 24 month benefit period, with such continuation coverage continuing until the end of applicable COBRA health care continuation coverage period.

(B) If Executive would have been eligible for post-retirement medical and dental coverage had he retired from employment during the period of 24 months following his Termination Date, but is not so eligible as the result of his Involuntary Termination Associated With a Change in Control, then at the conclusion of the benefit continuation period described in (A) above, the Company shall take all commercially reasonable efforts to provide Executive on a monthly basis with additional continued group medical and dental coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement medical and dental program, for as long as such coverage would have been available under such program, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(c) Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, the sum of the maximum amount payable and the value of the benefits provided to Executive pursuant to this Section 2 and Section 6(a) shall be limited to 2.99 times the sum of Executive’s Base Pay and Bonus (as defined in Section 23). In the event a reduction is required pursuant hereto, unless Executive is permitted by the Company to choose the order of reduction, the order of reduction shall be first any Gross-Up Payment provided pursuant to Section 6(a), next all other cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage.

(d) Cessation of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability,

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Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2. If Executive’s employment is terminated by the Company on account of Cause or because of his death, Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2.

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

3. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to a series of separate payments and benefits to the fullest extent allowable by Section 409A of the Code. Payments or provision of benefits in connection with a separation from service payment event will be delayed, to the extent applicable, until six months after the separation from service or, if earlier, the Executive’s death, if the Executive is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period.

4. Release. Notwithstanding the foregoing, no payments shall be made or benefits provided under Section 2(b) unless Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Appendix A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any claim or entitlement under an employee benefit, long term cash or equity compensation plan, program, arrangement or agreement which is due pursuant to the terms of such plan,

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program, arrangement or agreement) or a termination thereof. Such Release must be provided within sixty (60) days after Executive’s Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of before the date an actual Change in Control occurs or within sixty (60) days after the Executive’s Termination Date.

5. Enforcement. Without limiting the rights of Executive at law or in equity, except as provided in Section 6, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues consistent with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change.

6. Tax Limitation on Payments by the Company. The provisions of this Section 6 shall apply notwithstanding anything in this Agreement to the contrary.

(a) Subject to the limitation in Section 2(c), in the event that it shall be determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive of receiving the Gross-Up Payment does not exceed the Reduced Amount (as defined below) by more than the lesser of $50,000 or 10% (as compared to the Net After-tax Benefit to Executive resulting from elimination of the Gross-Up Payment and reduction of the Payments under Section 2 of this Agreement (“Change in Control Payments”) to the Reduced Amount), then the Company shall not pay Executive the Gross-Up Payment and the Change in Control Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Payments does not exceed the Reduced Amount; provided, however, that no such reduction shall be effected, but no Gross-Up Payment shall be made, if the Net After-tax Benefit to Executive of receiving all of the Payments exceeds by more than the lesser of $50,000 or 10% of the Net After-tax Benefit to Executive resulting from having such Change in Control Payments so reduced. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage. For purposes of this Section 6, the following terms have the following meanings:

(i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

(ii) “Payment” means any payment or distribution or provision of benefits by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions required by this Section 6.

(iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(iv) “Reduced Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code.

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(b) Except as set forth in the next sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten days of Executive’s Termination Date. If determined by the Accounting Firm to be excludible from parachute payments under Section 280G of the Code, the value of Executive’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both Executive and the Company, and a portion of the Change in Control Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c) If the Accounting Firm determines that Change in Control Payments should be reduced, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 6 shall be binding upon the Company and Executive and shall be made within twenty (20) business days of Executive’s Termination Date.

(d) While it is the intention of the Company and Executive to reduce the amounts payable or distributable to Executive hereunder only if the aggregate Net After-tax Benefit to Executive would thereby be increased in the manner provided for herein, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(e) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

(f) All payments to be made under this Section 6 (other than the Underpayment described in Section 6(d)) must be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Company remits the related taxes. Any right to reimbursement incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.

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

8. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys’ fees and expenses associated with such litigation or arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the foregoing, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive under Section 2 of this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counsel to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the expense and the Executive will be entitled to receive any balance thereof as soon as administratively feasible after the termination of such litigation or arbitration or any settlement thereof under terms on which the Executive substantially prevails.

9. Confidentiality. Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term

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“Company” will also include any Subsidiary (as defined in Section 23; collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). In addition, if not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

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

(a) Covenant Not to Compete. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership, whether direct or beneficial, of no more than 5% of the outstanding securities entitled to vote generally in the election of directors of a publicly traded corporation shall not constitute a violation of this provision.

(b) Covenant Not to Solicit. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee, any supplier or any customer, of the Company or any Subsidiary to terminate his employment or relationship with the Company or any Subsidiary; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee, supplier or customer of the Company or any Subsidiary. The foregoing shall not prohibit Executive or any entity with which Executive may be affiliated from hiring a former employee of the Company or any Subsidiary; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

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

(d) Remedies for Breach. In the event of Executive’s termination of employment, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall be and are expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall cease, and Executive shall be obligated to

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return to the Company any payments and the value of any benefits previously received by him pursuant to Section 2. In addition, it is recognized that damages in the event of breach of this Section 10 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of the express rights to cease or recover payment and the value of benefits otherwise provided for in Section 2 and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) Definitions. For proposes of this Section 10, the following terms have the following meanings:

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

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

(f) Reasonableness. In the event that the provisions of this Section 10 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

11. Employment Rights. Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company or a Subsidiary, the employment of Executive by the Company is “at will.” Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive, except as provided in Section 1 above, to have Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control.

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

13. Term of Agreement.

(a) Regular Term and Extensions. The term of this Agreement shall commence on the Effective Date hereof and shall continue until the third anniversary thereof; provided, however, that commencing on the third anniversary, and each anniversary thereafter, the term of this Agreement shall automatically be extended for one year unless the Company gives notice not later than thirty (30) days preceding any such anniversary year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during the period that this Agreement is in effect.

(b) Early Termination by the Board. Notwithstanding the foregoing, this Agreement shall be subject to unilateral termination by the Company if the Board determines in good faith that Executive is no longer a key management employee to be provided the rights contained herein and so notifies Executive in writing; provided, however, that such determination may not be made, and if made shall have no effect, if a Change in Control shall have occurred or during any period of time when the

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Company has knowledge that any person or group has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, the third person has abandoned or terminated his or its efforts to effect a Change in Control.

14. Successors and Binding Agreement.

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

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

(c) This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 14(a) and (b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments and benefits hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 14(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

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

16. Governing Law; Dispute Resolution. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. Any dispute or controversy arising under or in connection with this Agreement (other than an action to enforce the covenants in Section 10 hereof) shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance

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with the rules of the American Arbitration Association. Subject to Section 8 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

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

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

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

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

21. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 14 and 16 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

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

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

(a) “Base Pay” means the greater of (i) Executive’s annual base salary rate, exclusive of Bonus, as in effect immediately preceding Executive’s Termination Date, and (ii) Executive’s highest annual base salary rate, exclusive of Bonus, in effect at any time during the three years immediately preceding the Change in Control.

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

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(c) “Bonus” means the highest amounts payable under Executive’s annual cash bonus award plus the highest amounts payable under all Executive’s outstanding long-term cash incentive bonus awards that contain as a year of measurement, the year in which Executive is terminated. Bonus does not include any stock option, stock appreciation, stock purchase, restricted stock, restricted unit, performance stock, performance unit, shadow stock or similar equity incentive plan, program, arrangement or grant, one time bonus or payment, any amounts contributed by the Company or any Subsidiary for the benefit of Executive to any qualified or nonqualified deferred compensation plan, or any amounts designated by the parties as amounts other than Bonus.

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

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

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

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

For purposes of this Section 23(d), no act, or failure to act, on Executive’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose, among others (after at least 20 days prior notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), of finding that (x) in the good faith opinion of the Board Executive failed to perform his duties or engaged in misconduct as set forth above in clause (i) or (ii) of this paragraph, and, if applicable, that Executive did not correct such failure or cease such misconduct after being requested to do so by the Board, or (y) as set forth in clause (iii) of this paragraph, Executive has been convicted of or has entered a plea of nolo contendere to the commission of a felony. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being considered termination for Cause.

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

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

(ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors

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of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

For purposes hereof, a “potential” Change in Control is considered to occur and remain present commencing upon the date that any person or group attempts a Change in Control and the Executive is either notified by the Board or aware of an attempted Change in Control. All decisions regarding the time of the commencement, the pendancy and the abandonment or termination of a potential Change in Control shall be made by the Board in good faith and shall be conclusive and binding on the Executive. An “actual” Change in Control means that one of the two events described in (i) or (ii) above has occurred.

(f) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

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

(h) “Constructive Termination Associated With a Change in Control” means the termination of Executive’s employment with the Company by Executive as a result of the occurrence, without Executive’s written consent, of one of the following events:

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

(ii) following the occurrence of an actual or potential Change in Control, any failure by the Company or any Subsidiary to continue Executive’s employment upon the terms and conditions as existed immediately prior to the Change in Control (other than any term or condition covered in clause (i) above), including but not limited to compensation level and annual and long-term cash and equity incentive opportunity, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or Subsidiary promptly after receipt of notice thereof given by Executive;

(iii) following the occurrence of an actual or potential Change in Control, a material reduction in the level of Employee Benefits provided to Executive immediately prior to the Change in Control; or

(iv) following the occurrence of an actual or potential Change in Control, the relocation of Executive’s principal work location (other than in connection with a relocation contemplated by the Company as of the date hereof or pursuant to organizational changes in accordance with past practice) to a location that increases Executive’s normal work commute by fifty (50) miles or more as compared to Executive’s normal work commute immediately prior to the Change in Control or that Executive’s required travel away from his office in the course of discharging his responsibilities or duties of his job is increased by an unreasonable amount as compared to that which was required of Executive in any of the three (3) full years immediately prior to the Change in Control.

For purposes hereof, “Employee Benefits” means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans,

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

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

In no event shall the termination of Executive’s employment with the Company on account of Executive’s death or Disability or because Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Associated With a Change in Control.

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

(j) “Involuntary Termination Associated With a Change in Control” means the termination of Executive’s employment related to a Change in Control: (i) by the Company for any reason other than Cause, Executive’s death or Executive’s Disability, or (ii) on account of a Constructive Termination Associated With a Change in Control. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being a Involuntary Termination Associated With a Change in Control.

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

(l) “Target Bonus” means Executive’s annual cash bonus award target.

(m) “Termination Date” means the last day of Executive’s employment with the Company or any Subsidiary.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

MASSEY ENERGY COMPANY
By:	/s/ Richard R. Grinnan
Name:	Richard R. Grinnan
Title:	Vice President and Secretary
/s/ J. Christopher Adkins
J. Christopher Adkins

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Appendix A

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

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

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

WHEREAS, Executive and Company entered into an Amended and Restated Change in Control Severance Agreement, effective December 21, 2005 (the “Severance Agreement”), which provides for certain payments and benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; and

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

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

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

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

(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11 below, Executive represents and affirms that (i) [other than             ,] Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) [other than             ,] Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities. Executive agrees to dismiss with prejudice all claims for relief filed before the date hereof.

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

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

3. In consideration of the Company’s agreements as set forth in paragraph 6 herein, Executive agrees to comply with the limitations described in Sections 9 and 10 of the Severance Agreement.

4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time within two (2) years after his Termination Date, and that the Company has no obligation to employ him in the future.

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

6. In consideration for Executive’s agreements as set forth herein, the Company agrees to pay or provide to or for Executive the payments and benefits described in Section 2(b) of the Severance Agreement, the provisions of which are incorporated herein by reference. Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive at any time in the future with any payments, benefits or considerations other than those recited in this paragraph, those excluded from release in Section 1(c) of this Agreement or those required by law, other than under the terms of any benefit plans which provide benefits or payments to former employees according to their terms.

7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to him in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company, Executive would not have been entitled to the payments and benefits set forth in Section 2(b) of the Severance Agreement.

8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to him under any employment agreement or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all other prior agreements or understandings, whether written or oral, between the parties which are inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or

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representations have been made to him in connection with the termination of Executive’s employment agreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement or the Severance Agreement.

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

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

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

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

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

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

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

16. Executive certifies and acknowledges as follows:

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

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

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

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

(e) That the Company has provided him with a period of [twenty-one (21) - generally applicable for an individual termination] or [forty-five (45) - generally applicable for a group termination] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to him; and

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

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

	Witness:
Executive
MASSEY ENERGY COMPANY
By:	Witness:
Name:
Title:

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EX-10.26

Exhibit 10.26

CHANGE IN CONTROL SEVERANCE AGREEMENT

AS AMENDED AND RESTATED

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made on December 23, 2008 between Massey Energy Company, a Delaware corporation (the “Company”), and Eric B. Tolbert (the “Executive”) and amends, restates and supercedes the Change in Control Severance Agreement between the Company and the Executive (the “Original Agreement”), effective as of December 21, 2005 (the “Effective Date”).

WITNESSETH:

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

WHEREAS, the Board of Directors of the Company (the “Board,” as defined in Section 23) recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control (as defined in Section 23) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of, and to contract for the continued rendering of services by, members of the Company’s management, including Executive, in connection with their assigned duties without distraction in the face of potentially disturbing circumstances, and without the Company’s loss of needed personnel, arising from the possibility of a Change in Control; and

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

WHEREAS, the Company and the Executive entered into the Original Agreement, effective as of the Effective Date; and

WHEREAS, the Company and the Executive now desire to amend, restate and supercede the Original Agreement to reflect provisions of Section 409A of the Internal Revenue Service Code and the final regulations issued thereunder, which amendment is to be effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 23 and throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Obligations of Executive to Remain Employed. Executive agrees that in the event any person or group attempts a Change in Control and he is either notified by the Board or aware of an attempted Change in Control, he shall not, without the written agreement of the Board, voluntarily leave the employ of the Company other than by reason of a Constructive Termination Associated With a Change in Control (as defined in Section 23) (i) until such attempted Change in Control terminates or (ii) if a Change in Control shall occur, until the occurrence of such actual Change in Control. For purposes of the foregoing clause (i) and this Agreement, Constructive Termination Associated With a Change in Control shall be determined, except as expressly provided in the definition of the term, as if a Change in Control had occurred when such attempted Change in Control (which is sometimes referred to herein as a “potential”, as opposed to an “actual”, Change

in Control) became known to the Board. For purposes of this Agreement, any decision by the Board that the person or group has abandoned or terminated his or its efforts to effect a Change in Control shall be conclusive and binding on Executive.

2. Termination Associated With a Change in Control.

(a) Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of:

(i) an Involuntary Termination Associated With a Change in Control (as defined in Section 23) within the two-year period after an actual Change in Control,

(ii) a termination by the Company, other than for Cause (as defined in Section 23) or other than due to Executive’s death or Disability (as defined in Section 23), that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or

(iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in Control.

For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23), except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

(b) Payments Upon Involuntary Termination Associated With a Change in Control. Subject to the provisions of Section 2(c) or Sections 3 and 6 hereof, in the event a termination described in Section 2(a) occurs, the Company shall pay and provide to Executive on or beginning, as applicable, the first business day that occurs following sixty (60) days after his Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of as soon as administratively feasible after the date an actual Change in Control occurs or the first business day that occurs following sixty (60) days after his Termination Date (contingent on the execution of the release without revocation as contemplated in Section 4 hereof):

(i) a lump sum cash payment equal to 2.5 times Executive’s Base Pay (as defined in Section 23);

(ii) a lump sum cash payment equal to 2.5 times Executive’s Target Bonus (as defined in Section 23);

(iii) a pro rated payment of his Target Bonus for the year in which Executive’s Termination Date occurs. The pro rated payment shall be based on Executive’s Target Bonus as of Executive’s Termination Date, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365;

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(iv) any award under the Company’s long-term cash and equity incentive program, including stock option, restricted stock, restricted unit, other equity- or cash-based incentive awards or other equity- or cash-based incentive agreements, which by its terms vests in connection with the Change in Control, provided that payment of such award shall be determined solely by the terms of such award and any plan, program or arrangement which controls its determination and payment; and

(v) for a period of 24 months following his Termination Date, Executive shall continue to receive on a monthly basis the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(A) If Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA (as defined in Section 23) health care continuation coverage period under section 4980B of the Code (as defined in Section 23) shall commence immediately after the foregoing 24 month benefit period, with such continuation coverage continuing until the end of applicable COBRA health care continuation coverage period.

(B) If Executive would have been eligible for post-retirement medical and dental coverage had he retired from employment during the period of 24 months following his Termination Date, but is not so eligible as the result of his Involuntary Termination Associated With a Change in Control, then at the conclusion of the benefit continuation period described in (A) above, the Company shall take all commercially reasonable efforts to provide Executive on a monthly basis with additional continued group medical and dental coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement medical and dental program, for as long as such coverage would have been available under such program, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(c) Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, the sum of the maximum amount payable and the value of the benefits provided to Executive pursuant to this Section 2 and Section 6(a) shall be limited to 2.99 times the sum of Executive’s Base Pay and Bonus (as defined in Section 23). In the event a reduction is required pursuant hereto, unless Executive is permitted by the Company to choose the order of reduction, the order of reduction shall be first any Gross-Up Payment provided pursuant to Section 6(a), next all other cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage.

(d) Cessation of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability,

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Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2. If Executive’s employment is terminated by the Company on account of Cause or because of his death, Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2.

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

3. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to a series of separate payments and benefits to the fullest extent allowable by Section 409A of the Code. Payments or provision of benefits in connection with a separation from service payment event will be delayed, to the extent applicable, until six months after the separation from service or, if earlier, the Executive’s death, if the Executive is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period.

4. Release. Notwithstanding the foregoing, no payments shall be made or benefits provided under Section 2(b) unless Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Appendix A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any claim or entitlement under an employee benefit, long term cash or equity compensation plan, program, arrangement or agreement which is due pursuant to the terms of such plan,

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program, arrangement or agreement) or a termination thereof. Such Release must be provided within sixty (60) days after Executive’s Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of before the date an actual Change in Control occurs or within sixty (60) days after the Executive’s Termination Date.

5. Enforcement. Without limiting the rights of Executive at law or in equity, except as provided in Section 6, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues consistent with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change.

6. Tax Limitation on Payments by the Company. The provisions of this Section 6 shall apply notwithstanding anything in this Agreement to the contrary.

(a) Subject to the limitation in Section 2(c), in the event that it shall be determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive of receiving the Gross-Up Payment does not exceed the Reduced Amount (as defined below) by more than the lesser of $50,000 or 10% (as compared to the Net After-tax Benefit to Executive resulting from elimination of the Gross-Up Payment and reduction of the Payments under Section 2 of this Agreement (“Change in Control Payments”) to the Reduced Amount), then the Company shall not pay Executive the Gross-Up Payment and the Change in Control Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Payments does not exceed the Reduced Amount; provided, however, that no such reduction shall be effected, but no Gross-Up Payment shall be made, if the Net After-tax Benefit to Executive of receiving all of the Payments exceeds by more than the lesser of $50,000 or 10% of the Net After-tax Benefit to Executive resulting from having such Change in Control Payments so reduced. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage. For purposes of this Section 6, the following terms have the following meanings:

(i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

(ii) “Payment” means any payment or distribution or provision of benefits by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions required by this Section 6.

(iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(iv) “Reduced Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code.

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(b) Except as set forth in the next sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten days of Executive’s Termination Date. If determined by the Accounting Firm to be excludible from parachute payments under Section 280G of the Code, the value of Executive’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both Executive and the Company, and a portion of the Change in Control Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c) If the Accounting Firm determines that Change in Control Payments should be reduced, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 6 shall be binding upon the Company and Executive and shall be made within twenty (20) business days of Executive’s Termination Date.

(d) While it is the intention of the Company and Executive to reduce the amounts payable or distributable to Executive hereunder only if the aggregate Net After-tax Benefit to Executive would thereby be increased in the manner provided for herein, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(e) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

(f) All payments to be made under this Section 6 (other than the Underpayment described in Section 6(d)) must be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Company remits the related taxes. Any right to reimbursement incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.

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

8. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys’ fees and expenses associated with such litigation or arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the foregoing, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive under Section 2 of this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counsel to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the expense and the Executive will be entitled to receive any balance thereof as soon as administratively feasible after the termination of such litigation or arbitration or any settlement thereof under terms on which the Executive substantially prevails.

9. Confidentiality. Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term

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“Company” will also include any Subsidiary (as defined in Section 23; collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). In addition, if not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

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

(a) Covenant Not to Compete. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership, whether direct or beneficial, of no more than 5% of the outstanding securities entitled to vote generally in the election of directors of a publicly traded corporation shall not constitute a violation of this provision.

(b) Covenant Not to Solicit. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee, any supplier or any customer, of the Company or any Subsidiary to terminate his employment or relationship with the Company or any Subsidiary; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee, supplier or customer of the Company or any Subsidiary. The foregoing shall not prohibit Executive or any entity with which Executive may be affiliated from hiring a former employee of the Company or any Subsidiary; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

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

(d) Remedies for Breach. In the event of Executive’s termination of employment, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall be and are expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall cease, and Executive shall be obligated to

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return to the Company any payments and the value of any benefits previously received by him pursuant to Section 2. In addition, it is recognized that damages in the event of breach of this Section 10 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of the express rights to cease or recover payment and the value of benefits otherwise provided for in Section 2 and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) Definitions. For proposes of this Section 10, the following terms have the following meanings:

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

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

(f) Reasonableness. In the event that the provisions of this Section 10 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

11. Employment Rights. Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company or a Subsidiary, the employment of Executive by the Company is “at will.” Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive, except as provided in Section 1 above, to have Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control.

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

13. Term of Agreement.

(a) Regular Term and Extensions. The term of this Agreement shall commence on the Effective Date hereof and shall continue until the third anniversary thereof; provided, however, that commencing on the third anniversary, and each anniversary thereafter, the term of this Agreement shall automatically be extended for one year unless the Company gives notice not later than thirty (30) days preceding any such anniversary year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during the period that this Agreement is in effect.

(b) Early Termination by the Board. Notwithstanding the foregoing, this Agreement shall be subject to unilateral termination by the Company if the Board determines in good faith that Executive is no longer a key management employee to be provided the rights contained herein and so notifies Executive in writing; provided, however, that such determination may not be made, and if made shall have no effect, if a Change in Control shall have occurred or during any period of time when the

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Company has knowledge that any person or group has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, the third person has abandoned or terminated his or its efforts to effect a Change in Control.

14. Successors and Binding Agreement.

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

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

(c) This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 14(a) and (b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments and benefits hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 14(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

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

16. Governing Law; Dispute Resolution. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. Any dispute or controversy arising under or in connection with this Agreement (other than an action to enforce the covenants in Section 10 hereof) shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance

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with the rules of the American Arbitration Association. Subject to Section 8 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

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

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

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

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

21. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 14 and 16 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

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

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

(a) “Base Pay” means the greater of (i) Executive’s annual base salary rate, exclusive of Bonus, as in effect immediately preceding Executive’s Termination Date, and (ii) Executive’s highest annual base salary rate, exclusive of Bonus, in effect at any time during the three years immediately preceding the Change in Control.

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

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(c) “Bonus” means the highest amounts payable under Executive’s annual cash bonus award plus the highest amounts payable under all Executive’s outstanding long-term cash incentive bonus awards that contain as a year of measurement, the year in which Executive is terminated. Bonus does not include any stock option, stock appreciation, stock purchase, restricted stock, restricted unit, performance stock, performance unit, shadow stock or similar equity incentive plan, program, arrangement or grant, one time bonus or payment, any amounts contributed by the Company or any Subsidiary for the benefit of Executive to any qualified or nonqualified deferred compensation plan, or any amounts designated by the parties as amounts other than Bonus.

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

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

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

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

For purposes of this Section 23(d), no act, or failure to act, on Executive’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose, among others (after at least 20 days prior notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), of finding that (x) in the good faith opinion of the Board Executive failed to perform his duties or engaged in misconduct as set forth above in clause (i) or (ii) of this paragraph, and, if applicable, that Executive did not correct such failure or cease such misconduct after being requested to do so by the Board, or (y) as set forth in clause (iii) of this paragraph, Executive has been convicted of or has entered a plea of nolo contendere to the commission of a felony. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being considered termination for Cause.

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

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

(ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors

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of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

For purposes hereof, a “potential” Change in Control is considered to occur and remain present commencing upon the date that any person or group attempts a Change in Control and the Executive is either notified by the Board or aware of an attempted Change in Control. All decisions regarding the time of the commencement, the pendancy and the abandonment or termination of a potential Change in Control shall be made by the Board in good faith and shall be conclusive and binding on the Executive. An “actual” Change in Control means that one of the two events described in (i) or (ii) above has occurred.

(f) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

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

(h) “Constructive Termination Associated With a Change in Control” means the termination of Executive’s employment with the Company by Executive as a result of the occurrence, without Executive’s written consent, of one of the following events:

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

(ii) following the occurrence of an actual or potential Change in Control, any failure by the Company or any Subsidiary to continue Executive’s employment upon the terms and conditions as existed immediately prior to the Change in Control (other than any term or condition covered in clause (i) above), including but not limited to compensation level and annual and long-term cash and equity incentive opportunity, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or Subsidiary promptly after receipt of notice thereof given by Executive;

(iii) following the occurrence of an actual or potential Change in Control, a material reduction in the level of Employee Benefits provided to Executive immediately prior to the Change in Control; or

(iv) following the occurrence of an actual or potential Change in Control, the relocation of Executive’s principal work location (other than in connection with a relocation contemplated by the Company as of the date hereof or pursuant to organizational changes in accordance with past practice) to a location that increases Executive’s normal work commute by fifty (50) miles or more as compared to Executive’s normal work commute immediately prior to the Change in Control or that Executive’s required travel away from his office in the course of discharging his responsibilities or duties of his job is increased by an unreasonable amount as compared to that which was required of Executive in any of the three (3) full years immediately prior to the Change in Control.

For purposes hereof, “Employee Benefits” means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans,

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

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

In no event shall the termination of Executive’s employment with the Company on account of Executive’s death or Disability or because Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Associated With a Change in Control.

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

(j) “Involuntary Termination Associated With a Change in Control” means the termination of Executive’s employment related to a Change in Control: (i) by the Company for any reason other than Cause, Executive’s death or Executive’s Disability, or (ii) on account of a Constructive Termination Associated With a Change in Control. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being a Involuntary Termination Associated With a Change in Control.

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

(l) “Target Bonus” means Executive’s annual cash bonus award target.

(m) “Termination Date” means the last day of Executive’s employment with the Company or any Subsidiary.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

MASSEY ENERGY COMPANY
By:	/s/ Richard R. Grinnan
Name:	Richard R. Grinnan
Title:	Vice President and Secretary
/s/ Eric B. Tolbert
Eric B. Tolbert

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Appendix A

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

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

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

WHEREAS, Executive and Company entered into an Amended and Restated Change in Control Severance Agreement, effective December 21, 2005 (the “Severance Agreement”), which provides for certain payments and benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; and

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

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

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

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

(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11 below, Executive represents and affirms that (i) [other than             ,] Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) [other than             ,] Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities. Executive agrees to dismiss with prejudice all claims for relief filed before the date hereof.

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

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

3. In consideration of the Company’s agreements as set forth in paragraph 6 herein, Executive agrees to comply with the limitations described in Sections 9 and 10 of the Severance Agreement.

4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time within two (2) years after his Termination Date, and that the Company has no obligation to employ him in the future.

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

6. In consideration for Executive’s agreements as set forth herein, the Company agrees to pay or provide to or for Executive the payments and benefits described in Section 2(b) of the Severance Agreement, the provisions of which are incorporated herein by reference. Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive at any time in the future with any payments, benefits or considerations other than those recited in this paragraph, those excluded from release in Section 1(c) of this Agreement or those required by law, other than under the terms of any benefit plans which provide benefits or payments to former employees according to their terms.

7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to him in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company, Executive would not have been entitled to the payments and benefits set forth in Section 2(b) of the Severance Agreement.

8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to him under any employment agreement or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all other prior agreements or understandings, whether written or oral, between the parties which are inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or

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representations have been made to him in connection with the termination of Executive’s employment agreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement or the Severance Agreement.

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

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

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

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

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

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

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

16. Executive certifies and acknowledges as follows:

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

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

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

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

(e) That the Company has provided him with a period of [twenty-one (21) - generally applicable for an individual termination] or [forty-five (45) - generally applicable for a group termination] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to him; and

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

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

	Witness:
Executive
MASSEY ENERGY COMPANY
By:	Witness:
Name:
Title:

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EX-10.27

Exhibit 10.27

CHANGE IN CONTROL SEVERANCE AGREEMENT

AS AMENDED AND RESTATED

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made on December 23, 2008 between Massey Energy Company, a Delaware corporation (the “Company”), and Michael K. Snelling (the “Executive”) and amends, restates and supercedes the Change in Control Severance Agreement between the Company and the Executive (the “Original Agreement”), effective as of May 25, 2006 (the “Effective Date”).

WITNESSETH:

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

WHEREAS, the Board of Directors of the Company (the “Board,” as defined in Section 23) recognizes that, as is the case with many publicly-held corporations, the possibility of a Change in Control (as defined in Section 23) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of, and to contract for the continued rendering of services by, members of the Company’s management, including Executive, in connection with their assigned duties without distraction in the face of potentially disturbing circumstances, and without the Company’s loss of needed personnel, arising from the possibility of a Change in Control; and

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

WHEREAS, the Company and the Executive entered into the Original Agreement, effective as of the Effective Date; and

WHEREAS, the Company and the Executive now desire to amend, restate and supercede the Original Agreement to reflect provisions of Section 409A of the Internal Revenue Service Code and the final regulations issued thereunder, which amendment is to be effective as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth (including definitions of capitalized terms which are set forth in Section 23 and throughout this Agreement) and intending to be legally bound hereby, the Company and Executive agree as follows:

1. Obligations of Executive to Remain Employed. Executive agrees that in the event any person or group attempts a Change in Control and he is either notified by the Board or aware of an attempted Change in Control, he shall not, without the written agreement of the Board, voluntarily leave the employ of the Company other than by reason of a Constructive Termination Associated With a Change in Control (as defined in Section 23) (i) until such attempted Change in Control terminates or (ii) if a Change in Control shall occur, until the occurrence of such actual Change in Control. For purposes of the foregoing clause (i) and this Agreement, Constructive Termination Associated With a Change in Control shall be determined, except as expressly provided in the definition of the term, as if a Change in Control had occurred when such attempted Change in Control (which is sometimes referred to herein as a “potential”, as opposed to an “actual”, Change

in Control) became known to the Board. For purposes of this Agreement, any decision by the Board that the person or group has abandoned or terminated his or its efforts to effect a Change in Control shall be conclusive and binding on Executive.

2. Termination Associated With a Change in Control.

(a) Involuntary Termination Associated With a Change in Control. Executive shall be entitled to the payments and benefits provided in Section 2(b) in the event Executive’s employment is terminated after, or in connection with, a Change in Control, on account of:

(i) an Involuntary Termination Associated With a Change in Control (as defined in Section 23) within the two-year period after an actual Change in Control,

(ii) a termination by the Company, other than for Cause (as defined in Section 23) or other than due to Executive’s death or Disability (as defined in Section 23), that (A) occurs not more than three (3) months prior to the date on which an actual Change in Control occurs or (B) is requested by a third party who initiates and effects an actual Change in Control, or

(iii) a termination by Executive that occurs after a potential Change in Control but before an actual Change in Control and is considered a Constructive Termination Associated With a Change in Control.

For purposes of clause (ii)(B) in the preceding sentence, to be eligible to receive amounts described in Section 2(b) below, a Change in Control must be consummated within the twelve (12) month period following Executive’s Termination Date (as defined in Section 23), except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remainder of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event.

(b) Payments Upon Involuntary Termination Associated With a Change in Control. Subject to the provisions of Section 2(c) or Sections 3 and 6 hereof, in the event a termination described in Section 2(a) occurs, the Company shall pay and provide to Executive on or beginning, as applicable, the first business day that occurs following sixty (60) days after his Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of as soon as administratively feasible after the date an actual Change in Control occurs or the first business day that occurs following sixty (60) days after his Termination Date (contingent on the execution of the release without revocation as contemplated in Section 4 hereof):

(i) a lump sum cash payment equal to 2.5 times Executive’s Base Pay (as defined in Section 23);

(ii) a lump sum cash payment equal to 2.5 times Executive’s Target Bonus (as defined in Section 23);

(iii) a pro rated payment of his Target Bonus for the year in which Executive’s Termination Date occurs. The pro rated payment shall be based on Executive’s Target Bonus as of Executive’s Termination Date, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365;

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(iv) any award under the Company’s long-term cash and equity incentive program, including stock option, restricted stock, restricted unit, other equity- or cash-based incentive awards or other equity- or cash-based incentive agreements, which by its terms vests in connection with the Change in Control, provided that payment of such award shall be determined solely by the terms of such award and any plan, program or arrangement which controls its determination and payment; and

(v) for a period of 24 months following his Termination Date, Executive shall continue to receive on a monthly basis the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(A) If Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA (as defined in Section 23) health care continuation coverage period under section 4980B of the Code (as defined in Section 23) shall commence immediately after the foregoing 24 month benefit period, with such continuation coverage continuing until the end of applicable COBRA health care continuation coverage period.

(B) If Executive would have been eligible for post-retirement medical and dental coverage had he retired from employment during the period of 24 months following his Termination Date, but is not so eligible as the result of his Involuntary Termination Associated With a Change in Control, then at the conclusion of the benefit continuation period described in (A) above, the Company shall take all commercially reasonable efforts to provide Executive on a monthly basis with additional continued group medical and dental coverage comparable to that which would have been available to him from time to time under the Company’s post-retirement medical and dental program, for as long as such coverage would have been available under such program, or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided.

(c) Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, the sum of the maximum amount payable and the value of the benefits provided to Executive pursuant to this Section 2 and Section 6(a) shall be limited to 2.99 times the sum of Executive’s Base Pay and Bonus (as defined in Section 23). In the event a reduction is required pursuant hereto, unless Executive is permitted by the Company to choose the order of reduction, the order of reduction shall be first any Gross-Up Payment provided pursuant to Section 6(a), next all other cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage.

(d) Cessation of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability,

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Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2. If Executive’s employment is terminated by the Company on account of Cause or because of his death, Executive shall not be considered to have terminated employment under this Agreement and shall not receive payments and benefits pursuant to this Section 2.

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

3. Nonqualified Deferred Compensation Plan Omnibus Provisions. Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Board is authorized to amend this Agreement, to amend any election made by Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to a series of separate payments and benefits to the fullest extent allowable by Section 409A of the Code. Payments or provision of benefits in connection with a separation from service payment event will be delayed, to the extent applicable, until six months after the separation from service or, if earlier, the Executive’s death, if the Executive is a key employee of a publicly traded corporation under Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period.

4. Release. Notwithstanding the foregoing, no payments shall be made or benefits provided under Section 2(b) unless Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Appendix A (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any claim or entitlement under an employee benefit, long term cash or equity compensation plan, program, arrangement or agreement which is due pursuant to the terms of such plan,

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program, arrangement or agreement) or a termination thereof. Such Release must be provided within sixty (60) days after Executive’s Termination Date or, where Executive is entitled to benefits under this Agreement by reason of clause (ii) or (iii) of Section 2(a) above, the later of before the date an actual Change in Control occurs or within sixty (60) days after the Executive’s Termination Date.

5. Enforcement. Without limiting the rights of Executive at law or in equity, except as provided in Section 6, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall Street Journal. Such interest will be payable as it accrues consistent with the timing of the related payments or benefits to be provided. Any change in such prime rate will be effective on and as of the date of such change.

6. Tax Limitation on Payments by the Company. The provisions of this Section 6 shall apply notwithstanding anything in this Agreement to the contrary.

(a) Subject to the limitation in Section 2(c), in the event that it shall be determined that any Payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code, and any federal, state and local income tax, employment tax, excise tax and other tax imposed upon the Gross-Up Payment, shall be equal to the Payment. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive of receiving the Gross-Up Payment does not exceed the Reduced Amount (as defined below) by more than the lesser of $50,000 or 10% (as compared to the Net After-tax Benefit to Executive resulting from elimination of the Gross-Up Payment and reduction of the Payments under Section 2 of this Agreement (“Change in Control Payments”) to the Reduced Amount), then the Company shall not pay Executive the Gross-Up Payment and the Change in Control Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Payments does not exceed the Reduced Amount; provided, however, that no such reduction shall be effected, but no Gross-Up Payment shall be made, if the Net After-tax Benefit to Executive of receiving all of the Payments exceeds by more than the lesser of $50,000 or 10% of the Net After-tax Benefit to Executive resulting from having such Change in Control Payments so reduced. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly medical and dental coverage. For purposes of this Section 6, the following terms have the following meanings:

(i) “Net After-tax Benefit” shall mean the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

(ii) “Payment” means any payment or distribution or provision of benefits by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any reductions required by this Section 6.

(iii) “Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(iv) “Reduced Amount” shall be an amount expressed in Present Value which maximizes the aggregate Present Value of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code.

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(b) Except as set forth in the next sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten days of Executive’s Termination Date. If determined by the Accounting Firm to be excludible from parachute payments under Section 280G of the Code, the value of Executive’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both Executive and the Company, and a portion of the Change in Control Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c) If the Accounting Firm determines that Change in Control Payments should be reduced, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 6 shall be binding upon the Company and Executive and shall be made within twenty (20) business days of Executive’s Termination Date.

(d) While it is the intention of the Company and Executive to reduce the amounts payable or distributable to Executive hereunder only if the aggregate Net After-tax Benefit to Executive would thereby be increased in the manner provided for herein, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of Executive shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(e) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

(f) All payments to be made under this Section 6 (other than the Underpayment described in Section 6(d)) must be made by the end of the Executive’s taxable year next following the Company’s taxable year in which the Company remits the related taxes. Any right to reimbursement incurred due to a tax audit or litigation addressing the existence or amount of a tax liability must be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of the Executive’s taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or the resolution of the litigation.

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

8. Legal Fees and Expenses. If litigation or arbitration is commenced by either party to enforce or interpret any provision contained in this Agreement, the Company will undertake to indemnify Executive for his reasonable attorneys’ fees and expenses associated with such litigation or arbitration if Executive substantially prevails in such litigation or arbitration or any settlement thereof. Notwithstanding the foregoing, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive under Section 2 of this Agreement, the Company will in any event reimburse Executive for his reasonable attorneys’ fees and expenses incurred in connection therewith up to $10,000 without regard to the commencement or outcome of any litigation or arbitration in order for Executive to retain counsel to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer or employee of the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive’s entering into an attorney-client relationship with such counsel, and in that connection, the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. The first $10,000 of such expenses will be paid by the Company as they are incurred by Executive, and any balance thereof due to Executive shall be paid within thirty (30) days after any final judgment or decision or settlement in which Executive substantially prevails. Any reimbursements to be paid by the Company to the Executive under this Section 8 for the first $10,000 of such expenses must be paid as soon as administratively feasible after the Executive incurs the expense and the Executive will be entitled to receive any balance thereof as soon as administratively feasible after the termination of such litigation or arbitration or any settlement thereof under terms on which the Executive substantially prevails.

9. Confidentiality. Executive hereby covenants and agrees that, except as specifically requested or directed by the Company, he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as provided below) of the Company. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive’s breach of this Section 9) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences, the term

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“Company” will also include any Subsidiary (as defined in Section 23; collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 9 will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of Executive, generally known to the public, or (iii) if Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). In addition, if not otherwise filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and available through public disclosure from the SEC, Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, except as may be required by law. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

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

(a) Covenant Not to Compete. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership, whether direct or beneficial, of no more than 5% of the outstanding securities entitled to vote generally in the election of directors of a publicly traded corporation shall not constitute a violation of this provision.

(b) Covenant Not to Solicit. In the event Executive breaches his obligations to the Company to remain employed as provided in Section 1 above or if Executive is entitled to receive payments and benefits under Section 2 above other than pursuant to clause (ii) or (iii) of Section 2(a) above, then, for a period of one (1) year following Executive’s Termination Date, Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee, any supplier or any customer, of the Company or any Subsidiary to terminate his employment or relationship with the Company or any Subsidiary; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee, supplier or customer of the Company or any Subsidiary. The foregoing shall not prohibit Executive or any entity with which Executive may be affiliated from hiring a former employee of the Company or any Subsidiary; provided, that such hiring results exclusively from such former employee’s affirmative response to a general recruitment effort.

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

(d) Remedies for Breach. In the event of Executive’s termination of employment, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall be and are expressly conditioned upon Executive’s covenants not to compete and not to solicit as provided herein. In the event Executive breaches his obligations to the Company as provided herein, the Company’s obligations to provide the payments and benefits set forth in Section 2 shall cease, and Executive shall be obligated to

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return to the Company any payments and the value of any benefits previously received by him pursuant to Section 2. In addition, it is recognized that damages in the event of breach of this Section 10 by Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of the express rights to cease or recover payment and the value of benefits otherwise provided for in Section 2 and to obtain an injunction or other equitable relief shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) Definitions. For proposes of this Section 10, the following terms have the following meanings:

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

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

(f) Reasonableness. In the event that the provisions of this Section 10 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

11. Employment Rights. Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company or a Subsidiary, the employment of Executive by the Company is “at will.” Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Executive, except as provided in Section 1 above, to have Executive remain in the employment of the Company or any Subsidiary prior to or following any Change in Control.

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

13. Term of Agreement.

(a) Regular Term and Extensions. The term of this Agreement shall commence on the Effective Date hereof and shall continue until the third anniversary thereof; provided, however, that commencing on the third anniversary, and each anniversary thereafter, the term of this Agreement shall automatically be extended for one year unless the Company gives notice not later than thirty (30) days preceding any such anniversary year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during the period that this Agreement is in effect.

(b) Early Termination by the Board. Notwithstanding the foregoing, this Agreement shall be subject to unilateral termination by the Company if the Board determines in good faith that Executive is no longer a key management employee to be provided the rights contained herein and so notifies Executive in writing; provided, however, that such determination may not be made, and if made shall have no effect, if a Change in Control shall have occurred or during any period of time when the

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Company has knowledge that any person or group has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board, the third person has abandoned or terminated his or its efforts to effect a Change in Control.

14. Successors and Binding Agreement.

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

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

(c) This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 14(a) and (b). Without limiting the generality or effect of the foregoing, Executive’s right to receive payments and benefits hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 14(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

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

16. Governing Law; Dispute Resolution. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. Any dispute or controversy arising under or in connection with this Agreement (other than an action to enforce the covenants in Section 10 hereof) shall be resolved by arbitration in either Richmond, Virginia or Charleston, West Virginia as so determined by Executive. Three arbitrators shall be selected, and arbitration shall be conducted, in accordance

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with the rules of the American Arbitration Association. Subject to Section 8 hereof, the arbitrators shall have the discretion to award the cost of arbitration, arbitrators’ fees and the respective attorneys’ fees of each party between the parties as they see fit.

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

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

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

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

21. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 14 and 16 will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

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

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

(a) “Base Pay” means the greater of (i) Executive’s annual base salary rate, exclusive of Bonus, as in effect immediately preceding Executive’s Termination Date, and (ii) Executive’s highest annual base salary rate, exclusive of Bonus, in effect at any time during the three years immediately preceding the Change in Control.

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

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(c) “Bonus” means the highest amounts payable under Executive’s annual cash bonus award plus the highest amounts payable under all Executive’s outstanding long-term cash incentive bonus awards that contain as a year of measurement, the year in which Executive is terminated. Bonus does not include any stock option, stock appreciation, stock purchase, restricted stock, restricted unit, performance stock, performance unit, shadow stock or similar equity incentive plan, program, arrangement or grant, one time bonus or payment, any amounts contributed by the Company or any Subsidiary for the benefit of Executive to any qualified or nonqualified deferred compensation plan, or any amounts designated by the parties as amounts other than Bonus.

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

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

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

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

For purposes of this Section 23(d), no act, or failure to act, on Executive’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose, among others (after at least 20 days prior notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), of finding that (x) in the good faith opinion of the Board Executive failed to perform his duties or engaged in misconduct as set forth above in clause (i) or (ii) of this paragraph, and, if applicable, that Executive did not correct such failure or cease such misconduct after being requested to do so by the Board, or (y) as set forth in clause (iii) of this paragraph, Executive has been convicted of or has entered a plea of nolo contendere to the commission of a felony. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being considered termination for Cause.

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

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

(ii) as the result of any cash tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions, (a “Transaction”), the persons who were directors

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of the Company before the Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company and be replaced by persons whose appointment or election is not endorsed by the majority of directors before the Transaction.

For purposes hereof, a “potential” Change in Control is considered to occur and remain present commencing upon the date that any person or group attempts a Change in Control and the Executive is either notified by the Board or aware of an attempted Change in Control. All decisions regarding the time of the commencement, the pendancy and the abandonment or termination of a potential Change in Control shall be made by the Board in good faith and shall be conclusive and binding on the Executive. An “actual” Change in Control means that one of the two events described in (i) or (ii) above has occurred.

(f) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

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

(h) “Constructive Termination Associated With a Change in Control” means the termination of Executive’s employment with the Company by Executive as a result of the occurrence, without Executive’s written consent, of one of the following events:

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

(ii) following the occurrence of an actual or potential Change in Control, any failure by the Company or any Subsidiary to continue Executive’s employment upon the terms and conditions as existed immediately prior to the Change in Control (other than any term or condition covered in clause (i) above), including but not limited to compensation level and annual and long-term cash and equity incentive opportunity, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or Subsidiary promptly after receipt of notice thereof given by Executive;

(iii) following the occurrence of an actual or potential Change in Control, a material reduction in the level of Employee Benefits provided to Executive immediately prior to the Change in Control; or

(iv) following the occurrence of an actual or potential Change in Control, the relocation of Executive’s principal work location (other than in connection with a relocation contemplated by the Company as of the date hereof or pursuant to organizational changes in accordance with past practice) to a location that increases Executive’s normal work commute by fifty (50) miles or more as compared to Executive’s normal work commute immediately prior to the Change in Control or that Executive’s required travel away from his office in the course of discharging his responsibilities or duties of his job is increased by an unreasonable amount as compared to that which was required of Executive in any of the three (3) full years immediately prior to the Change in Control.

For purposes hereof, “Employee Benefits” means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans,

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

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

In no event shall the termination of Executive’s employment with the Company on account of Executive’s death or Disability or because Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Associated With a Change in Control.

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

(j) “Involuntary Termination Associated With a Change in Control” means the termination of Executive’s employment related to a Change in Control: (i) by the Company for any reason other than Cause, Executive’s death or Executive’s Disability, or (ii) on account of a Constructive Termination Associated With a Change in Control. The fact that Executive is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or any Subsidiary shall not prevent Executive’s termination from being a Involuntary Termination Associated With a Change in Control.

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

(l) “Target Bonus” means Executive’s annual cash bonus award target.

(m) “Termination Date” means the last day of Executive’s employment with the Company or any Subsidiary.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

MASSEY ENERGY COMPANY
By:	/s/ Richard R. Grinnan
Name:	Richard R. Grinnan
Title:	Vice President and Secretary
/s/ Michael K. Snelling
Michael K. Snelling

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Appendix A

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

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

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

WHEREAS, Executive and Company entered into an Amended and Restated Change in Control Severance Agreement, effective May 25, 2006 (the “Severance Agreement”), which provides for certain payments and benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; and

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

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

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

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

(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11 below, Executive represents and affirms that (i) [other than             ,] Executive has not filed or caused to be filed on Executive’s behalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf; and (ii) [other than             ,] Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager, department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct or activities. Executive agrees to dismiss with prejudice all claims for relief filed before the date hereof.

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

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

3. In consideration of the Company’s agreements as set forth in paragraph 6 herein, Executive agrees to comply with the limitations described in Sections 9 and 10 of the Severance Agreement.

4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time within two (2) years after his Termination Date, and that the Company has no obligation to employ him in the future.

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

6. In consideration for Executive’s agreements as set forth herein, the Company agrees to pay or provide to or for Executive the payments and benefits described in Section 2(b) of the Severance Agreement, the provisions of which are incorporated herein by reference. Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive at any time in the future with any payments, benefits or considerations other than those recited in this paragraph, those excluded from release in Section 1(c) of this Agreement or those required by law, other than under the terms of any benefit plans which provide benefits or payments to former employees according to their terms.

7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to him in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company, Executive would not have been entitled to the payments and benefits set forth in Section 2(b) of the Severance Agreement.

8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to him under any employment agreement or offer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all other prior agreements or understandings, whether written or oral, between the parties which are inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or

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representations have been made to him in connection with the termination of Executive’s employment agreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement or the Severance Agreement.

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

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

11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization.

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

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

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

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

16. Executive certifies and acknowledges as follows:

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

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

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

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

(e) That the Company has provided him with a period of [twenty-one (21) - generally applicable for an individual termination] or [forty-five (45) - generally applicable for a group termination] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to him; and

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

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

	Witness:
Executive
MASSEY ENERGY COMPANY
By:	Witness:
Name:
Title:

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EX-10.28

Exhibit 10.28

FIRST AMENDMENT TO

A. T. MASSEY COAL COMPANY, INC.

EXECUTIVE RETIREMENT PLAN TRUST

WHEREAS, A. T. Massey Coal Company, Inc., as the Company which is the grantor of the A. T. Massey Coal Company, Inc. Executive Retirement Plan Trust established effective April 1, 1999 (the “Trust”), and Wachovia Bank, N.A., as the Trustee of the Trust, hereby amend the Trust , effective January 1, 2009.

WHEREAS, pursuant to Article XII, section 12.01.00 of the Trust, the Company and the Trustee desire to amend the Trust to comply with final regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

WHEREAS, the Company hereby warrants and represents that is has not experienced a Change in Control under Article XII, section 12.04.00 of the Trust.

NOW THEREFORE, the Agreement is amended as follows:

1. The following new Section 1.09.00 is added to the Trust:

1.09.00 Notwithstanding any other provision of this Trust, during any “restricted period” within the meaning of Section 409A(b)(3)(B) of the Code with respect to any defined benefit plan of the Company or any member of a controlled group that includes the Company, no additional deposits may be made to the Trust, the Trustee may not compel additional deposits to the Trust and no other assets may be set aside or reserved for purposes of meeting the Company’s obligations under the Plans if any of such Plans provide benefits to any “covered employees” within the meaning of Section 409A(b)(3)(D) of the Code. The restricted period means (i) any period in which the defined benefit plan is in at-risk status under Section 430(i) of the Code, (ii) any period in which the plan sponsor of the defined benefit plan is a debtor in bankruptcy under title 11 of United States Code, or similar Federal or State law or (iii) the 12-month period beginning six months before the termination date of the defined benefit plan if, as of the termination date, plan assets are not sufficient to pay plan liabilities.

2. The following new Section 1.10.00 is added to the Trust:

1.10.00 Notwithstanding any other provision of this Trust, assets in the Trust shall not be restricted to the provision of benefits under the Plan(s) in connection with a change in the Company’s financial health in any manner which would cause there to be a transfer of property under Section 83 of the Code by reason of Section 409A(b)(2) of the Code.

3. The following new Section 5.05.00 is added to the Trust:

5.05.00 Neither the Trust nor its assets shall be located or transferred outside the United States (within the meaning of Section 409A(b)(1) of the Code).

4. Exhibit I to the Trust, captioned Plans Funded Through the Trust, is amend to read in the form attached hereto.

As evidence of its adoption of this Amendment to the Trust, the Company and the Trustee have caused this document to be executed by their duly authorized officers as of the 23rd day of December, 2008.

A.T. MASSEY COAL COMPANY, INC.
By:	/s/ John M. Poma
Date:	December 23, 2008

WACHOVIA BANK, N.A., Trustee
By:	/s/ Tracy C. Hartsell, Vice President
Date:	December 23, 2008

A. T. Massey Coal Company, Inc.

Executive Retirement Plan Trust

Effective April 1, 1999

EXHIBIT I

PLANS FUNDED THROUGH THE TRUST

As of January 1, 2009

A. T. Massey Coal Company, Inc. Executive Deferred Compensation Plan, as restated effective January 1, 2009.

A. T. Massey Coal Company, Inc. Supplemental Benefit Plan, as restated effective January 1, 2009.

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