8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 30, 2010 (November 23, 2010)

MASSEY ENERGY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-07775	95-0740960
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4 North 4th Street, Richmond, Virginia		23219
(Address of principal executive offices)		(Zip Code)

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

N/A

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

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Non-Employee Director Compensation Summary

On November 21, 2010, pursuant to its Committee Charter, the Compensation Committee of the Board of Directors of Massey Energy Company (the “Company”) conducted its annual review of the Company’s non-employee director compensation. The Massey Energy Company Non-Employee Director Compensation Summary, as amended and restated effective as of November 9, 2009, was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2009 and summarizes the compensation payable to the non-employee directors. The Compensation Committee recommended to the Governance and Nominating Committee that there be no changes to the compensation payable to non-employee directors, which the Governance and Nominating Committee recommended to the Board of Directors. The Board of Directors determined to make no change to The Massey Energy Company Non-Employee Director Compensation Summary.

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

Salary Changes of Named Executive Officers

In conjunction with its review of the 2011 LTI Program (discussed below), the Compensation Committee conducted its annual salary review of the executive officers (A) who were named in the Company’s 2010 Proxy Statement (the “Named Executive Officers”), other than (i) Don L. Blankenship whose annual salary is set forth in a letter agreement between the Company and Mr. Blankenship dated December 30, 2009, (ii) Baxter F. Phillips, Jr. whose salary is set forth in an Employment and Change in Control Agreement between the Company and Mr. Phillips dated November 10, 2008 and (iii) John Christopher Adkins whose salary is set forth in a Retention and Employment Agreement between the Company and Mr. Adkins, effective as of November 10, 2010, and (B) other key employees. On November 23, 2010, the Board of Directors approved the following annual salary increase recommendations of the Compensation Committee: Mr. Phillips’ annual salary was increased to $650,000, Michael K. Snelling’s annual salary was increased to $330,000, and Eric B. Tolbert’s annual salary was increased to $216,000.

2011 Bonus Program

On November 21, 2010, the Compensation Committee of the Company’s Board of Directors approved, and on November 23, 2010 the Board of Directors ratified, the terms of the 2011 Bonus Program (the “2011 Bonus Program”). The 2011 Bonus Program provides a cash target award to key employees of the Company and the Named Executive Officers, with the exception of Messrs. Blankenship, Phillips and Adkins whose annual bonuses are set forth in their employment agreements.

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

The criteria selected for specific performance goals under the 2011 Bonus Program for the named executive officers may include safety performance, reduction of mine violations, reduction of environmental notice of violations and discharge monitoring exceedances, earnings after tax, average per ton realization, produced tons sold, tons shipped and fulfillment of sales commitments, cash cost per ton, cash margin per ton, productivity (in terms of tons per manhour), productivity of continuous miners and highwall miners (in terms of feet per shift), productivity of longwalls (in terms of feet of retreat per

longwall per day), surface mining productivity (in terms of produced tons released and tons per man hour) containment of labor costs (in terms of total manhours worked), member retention and achievement of diversity goals. The criteria selected for specific performance goals under the 2011 Bonus Program shall be set before the end of 2010. The Compensation Committee shall set low, mid and high targets for each of the foregoing criteria. Each of the Named Executive Officers shall be provided with specific performance goals once they have been set.

The cash bonus target awards approved for the Named Executive Officers for 2011, other than Mr. Blankenship, whose annual bonus is set forth in the Letter Agreement, are as follows:

Name	Target Bonus Award ($)
Baxter F. Phillips, Jr.		650,000
John Christopher Adkins		500,000
Michael K. Snelling		210,000
Eric B. Tolbert		60,000

2011 Long Term Incentive Award Program

On November 21, 2010, the Compensation Committee of the Company’s Board of Directors approved, and on November 23, 2010, the Board of Directors ratified, the terms and conditions of the Company’s 2011 Long Term Incentive Award Program (the “2011 LTI Program”) and the participants included in such program. The 2011 LTI Program grants varying amounts of stock options, restricted stock, restricted units and cash incentive awards to the Named Executive Officers and other key employees of the Company. Stock options, restricted stock, restricted units and cash incentive awards are granted under the Company’s 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “2006 Plan”).

Pursuant to the terms of the 2011 LTI Program, one-third of the grant of stock options shall vest and become exercisable annually on each November 23^rd beginning in 2011. Any unvested amounts shall vest and become immediately exercisable upon (i) termination by reason of retirement, death or permanent and total disability, as determined in accordance with the Company’s applicable personnel policies or (ii) if any participant’s employment is terminated by the Company or an affiliate of the Company without Cause (as defined in the form of stock option agreement) within two years following a Change in Control of the Company (as defined in the 2006 Plan). A form of stock option agreement for the Named Executive Officers is attached hereto as Exhibit 10.1 and is hereby incorporated into this Item 5.02.

One-third of the grants of restricted stock shall vest and become free of restrictions annually on each November 23^rd beginning in 2011. One-third of the grants of restricted units shall vest and become payable in cash annually on each November 23^rd beginning in 2011. Any unvested amounts of restricted stock and restricted units shall vest and become immediately transferable upon (i) termination by reason of death or permanent and total disability, as determined in accordance with the Company’s applicable personnel policies or (ii) if any participant’s employment is terminated by the Company or an affiliate of the Company without Cause (as defined in the form of restricted stock agreement) within two years following a Change in Control of the Company (as defined in the 2006 Plan). A form of restricted stock agreement and a form of restricted stock unit agreement for the Named Executive Officers are attached hereto as Exhibits 10.2 and 10.3, respectively, and are hereby incorporated into this Item 5.02.

The grants of cash incentive awards shall be paid on or about March 15, 2014 if certain performance targets are met for fiscal years 2011, 2012 and 2013 (the “Earnout Period”), based on earnings before taxes (EBT) or earnings before interest, taxes, depreciation and amortization (EBITDA), depending upon the category in which an executive officer is placed. The cash incentive awards for all of the Named Executive Officers, except for Mr. Phillips, as well as for certain other executive officers are based upon EBT and the cash incentive awards for all other recipients are based upon EBITDA. In lieu of being granted a cash incentive award if certain performance targets are met, Mr. Phillips was awarded the value of his cash incentive award target in restricted stock and restricted units. A form of cash incentive award agreement based upon EBT and a form of cash incentive award agreement based upon EBITDA are attached hereto as Exhibits 10.4 and 10.5, respectively, and are hereby incorporated into this Item 5.02. The target amounts shall be payable if the participant’s employment is terminated without Cause (as defined in the cash incentive award agreements) on or after November 23, 2010 through the Earnout Period by the Company or an affiliate of the Company within two years after a Change in Control of the Company (as defined in the

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2006 Plan) that occurs on or after November 23, 2010 through the Earnout Period. If a participant’s employment is terminated during the Earnout Period as a result of death or permanent and total disability, then the participant will be entitled to a pro rata portion of the incentive cash award which ultimately becomes payable based upon the period of the participant’s employment during the Earnout Period. The Compensation Committee will determine whether the financial targets have been achieved for such period.

Executives’ Supplemental Benefit Plan

On November 23, 2010, upon recommendation of the Compensation Committee, the A.T. Massey Coal Company, Inc. Supplemental Benefit Plan was amended (the “Amendment” and as amended and restated, the “Plan”). The Amendment provides vesting for certain participants upon termination by the Company without “cause” (as defined in the Amendment) within two years after a change in control. In addition, the Amendment provides for the enhanced benefits to Mr. John Christopher Adkins which were set forth in his Retention and Employment Agreement. The Amendment is attached hereto as Exhibit 10.6 and is hereby incorporated into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Form of stock option agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.2	Form of restricted stock agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.3	Form of restricted unit agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.4	Form of cash incentive award agreement based on earnings before taxes under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.5	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.
10.6	Amendment to the A.T. Massey Coal Company, Inc. Supplemental Benefit Plan.

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SIGNATURE

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

	MASSEY ENERGY COMPANY
Date: November 30, 2010	By:	/s/ Richard R. Grinnan
		Richard R. Grinnan
		Vice President and
		Corporate Secretary

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Exhibit Index

Exhibit No.	Description
10.1	Form of stock option agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.2	Form of restricted stock agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.3	Form of restricted unit agreement under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.4	Form of cash incentive award agreement based on earnings before taxes under the Massey Energy Company 2006 Stock and Incentive Compensation Plan.
10.5	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.
10.6	Amendment to the A.T. Massey Coal Company, Inc. Supplemental Benefit Plan.

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EX-10.1

Exhibit 10.1

MASSEY ENERGY COMPANY

Non-Qualified Stock Option Agreement

[Number] Non-Qualified Stock Options

THIS AGREEMENT dated as of the 23^rd day of November, 2010, between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and [                    ] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All capitalized terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1. Award of Non-Qualified Stock Options. Pursuant to the Plan, the Company, on November 23, 2010 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [            ] Non-Qualified Stock Options, hereinafter described as “Options” or “Option,” at the option price of $[            ] per share, being not less than the Fair Market Value of such shares on the Grant Date, or on the next preceding trading date if no Company shares traded on the New York Stock Exchange on the Grant Date. This Option is exercisable as hereinafter provided.

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

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

4. Exercisability. Subject to Paragraph 7 and except as provided in Paragraph 8, Participant’s interest in the Options shall become exercisable (“Vested”) with respect to one-third of the Options on each of November 23, 2011, November 23, 2012, and November 23, 2013. Once this Option, or any portion thereof, has become exercisable in accordance with the preceding sentence it shall continue to be exercisable until the termination of Participant’s rights hereunder pursuant to Paragraph 5, 6, 7, or 8 or until the Option has expired pursuant to Paragraph 3. A partial exercise of this Option shall not affect Participant’s right to exercise this Option with respect to the remaining shares, subject to the conditions of the Plan and this Agreement.

5. Death, Retirement or Disability. If Participant dies, Retires, or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), (“Permanently and Totally Disabled”) while in the employ or service of the Company or a Subsidiary and prior to the forfeiture of the Options under Paragraph 7, Participant shall thereupon become fully Vested and entitled to exercise such Options in full to the extent not Vested or exercised as of the date of Participant’s death, Retirement or becoming Permanently and Totally Disabled, and all such Options shall be exercisable by Participant (or if Participant is deceased, his or her estate or other successor in interest following Participant’s death) during the remainder of the period preceding the Expiration Date or until the date that is three years after the date of Participant’s death, Retirement or Permanent and Total

Disability, whichever is shorter. For purposes of this Agreement, “Retire” or “Retirement” means retiring directly from active service under one of the Company’s qualified pension plans with a vested benefit on or after the attainment of age 55.

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

7. Forfeiture. Subject to the preceding Paragraph and Paragraph 8, all Options that are not then Vested shall be forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates for any reason other than on account of Participant’s death, Retirement, or Permanent and Total Disability. In addition, Participant agrees that this Agreement and the receipt of Options subject to this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Options to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in the Options. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

8. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s Options shall be fully Vested and exercisable in full to the extent not then Vested or exercised if Participant’s employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control. For purposes of this Agreement, Cause shall occur upon:

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

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

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of the Company and its Affiliates. The fact that Participant is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or an Affiliate shall not prevent Participant’s termination from being considered for Cause.

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

If to the Company:
By hand-delivery:	By mail:
Massey Energy Company	Massey Energy Company
Attention: Corporate Secretary	Attention: Corporate Secretary
4 North Fourth Street	P.O. Box 26765
Richmond, Virginia 23219	Richmond, Virginia 23261
If to Participant:
[Name]
[Address]
[Address]

10. 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.

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

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

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 or as duly amended.

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 which are incorporated by reference into this Agreement.

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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.

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

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

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

MASSEY ENERGY COMPANY

By:

Name: Baxter F. Phillips, Jr.

Its: President

[Participant]

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EX-10.2

Exhibit 10.2

MASSEY ENERGY COMPANY

Restricted Stock Award Agreement

[Number] Shares of Restricted Stock

THIS AGREEMENT dated as of the 23^rd day of November, 2010, between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and [                    ] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All 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 Company, on November 23, 2010 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [            ] shares of Stock which are designated as Restricted Stock.

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

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

3. Stock Power. With respect to shares of Restricted Stock forfeited under Paragraph 6, Participant does hereby irrevocably constitute and appoint the Secretary and each Assistant Secretary of the Company as his or her 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, Participant’s interest in the shares of Restricted Stock shall become transferable and nonforfeitable (“Vested”) with respect to one-third of the shares of Restricted Stock on each of November 23, 2011, November 23, 2012, and November 23, 2013.

5. Death or Disability. If Participant dies or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended (the “Code”), (“Permanently and Totally Disabled”) while in the employ or service of the Company or a

Subsidiary and prior to the forfeiture of the shares of Restricted Stock under Paragraph 6, Participant’s Restricted Stock shall be fully “Vested” (i.e., the restrictions on transfer and risk of forfeiture in Paragraph 2 above shall lapse).

6. Forfeiture. Subject to Paragraphs 5 and 7, all shares of Restricted Stock that are not then Vested shall be forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled. In addition, Participant agrees that this Agreement and the receipt of Restricted Stock subject to this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Restricted Stock to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in shares of Restricted Stock. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

7. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s right to receive the Restricted Stock shall be fully Vested to the extent not then Vested if Participant’s employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control. For purposes of this Agreement, Cause shall occur upon:

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

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

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of the Company and its Affiliates. The fact that Participant is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or an Affiliate shall not prevent Participant’s termination from being considered for Cause.

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

9. Dividends and Other Distributions. During the Period of Restriction, Participant shall be entitled to receive all dividends and other distributions paid in cash or property other than

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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.

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

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

If to the Company:
By hand-delivery:	By mail:
Massey Energy Company	Massey Energy Company
Attention: Corporate Secretary	Attention: Corporate Secretary
4 North Fourth Street	P.O. Box 26765
Richmond, Virginia 23219	Richmond, Virginia 23261
If to Participant:
[Name]
[Address]
[Address]

12. 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.

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

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

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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 or as duly amended.

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 which are incorporated by reference into this Agreement.

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.

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

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

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

MASSEY ENERGY COMPANY

By:

Name: Baxter F. Phillips, Jr.

Its: President

[Participant]

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EX-10.3

Exhibit 10.3

MASSEY ENERGY COMPANY

Restricted Unit Agreement

[Number] Restricted Units

THIS AGREEMENT dated as of the 23^rd day of November, 2010, between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and [                    ] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All 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 Company, on November 23, 2010 (the “Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of [            ] Restricted Units. The Restricted Units shall become earned and payable only in cash 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 during the Period of Restriction. The Period of Restriction starts on the Grant Date and ends when the Restricted Units Vest or are forfeited.

3. Vesting. Subject to Paragraph 5 and except as provided in Paragraphs 4 and 6, Participant’s interest in the Restricted Units shall become transferable and nonforfeitable (“Vested”) with respect to one-third of the Restricted Units on each of November 23, 2011, November 23, 2012, and November 23, 2013.

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

5. Forfeiture. Subject to Paragraphs 4 and 6, all Restricted Units that are not then Vested shall be forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled. In addition, Participant agrees that this Agreement and the receipt of this award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Restricted Units to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to the date Participant is Vested in the Restricted Units. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this award will be forfeited.

6. Change in Control. Notwithstanding any other provision of this Agreement, Participant’s right to receive the Restricted Units shall be fully Vested to the extent not then Vested if Participant’s employment is terminated by the Company or an Affiliate without Cause within two years following a Change in Control. For purposes of this Agreement, Cause shall occur upon:

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

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

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of the Company and its Affiliates. The fact that Participant is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or an Affiliate shall not prevent Participant’s termination from being considered for Cause.

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

If to the Company:
By hand-delivery:	By mail:
Massey Energy Company	Massey Energy Company
Attention: Corporate Secretary	Attention: Corporate Secretary
4 North Fourth Street	P.O. Box 26765
Richmond, Virginia 23219	Richmond, Virginia 23261
If to Participant:
[Name]
[Address]
[Address]

8. Fractional Units. A fractional Restricted Unit shall not Vest hereunder, and when any provision hereof may cause a fractional Restricted Unit to Vest, any Vesting in such fractional Restricted Unit shall be postponed until such fractional Restricted Unit and other fractional Restricted Units equal a Vested whole Restricted Unit.

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

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

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

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

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

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

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

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

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

MASSEY ENERGY COMPANY

By:

Name: Baxter F. Phillips, Jr.

Its: President

[Participant]

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EX-10.4

Exhibit 10.4

MASSEY ENERGY COMPANY

Incentive Award Agreement

(Based on Cumulative Earnings Before Taxes)

THIS AGREEMENT dated as of the 23^rd day of November, 2010, between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and [                    ] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All capitalized terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1. Incentive Award. Pursuant to the Plan, the Company, on November 23, 2010 (the “Grant Date”), awarded to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the opportunity to earn a cash payment based on the satisfaction of the performance criteria set forth in Paragraph 3 (the “Incentive Award”).

2. Definitions.

(a) Earnout Period means the three year period from January 1, 2011 through December 31, 2013 (“Earnout Period”).

(b) Performance Period EBT means the Company’s cumulative earnings before taxes, for the three fiscal years of the Company ending December 31, 2011, December 31, 2012, and December 31, 2013 (the “Performance Period EBT”), all as confirmed by the Company’s Chief Financial Officer and the Chairman of the Compensation Committee (“Committee”); provided, however, that extraordinary, unusual or infrequently occurring events and transactions, may, in the sole discretion of the Committee, be excluded pursuant to the Plan in such determination.

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

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

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

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

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

5. Forfeiture. Participant’s right to receive an Incentive Award is forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates during the Earnout Period for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled or as set forth in Paragraph 6. In addition, Participant agrees that this Agreement and the receipt of this Incentive Award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Incentive Award to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to end of the Earnout Period. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this Incentive Award will be forfeited.

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

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

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

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of the Company and its Affiliates. The fact that Participant is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or an Affiliate shall not prevent Participant’s termination from being considered for Cause.

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

If to the Company:
By hand-delivery:	By mail:
Massey Energy Company	Massey Energy Company
Attention: Corporate Secretary	Attention: Corporate Secretary
4 North Fourth Street	P.O. Box 26765
Richmond, Virginia 23219	Richmond, Virginia 23261
If to Participant:
[Name]
[Address]
[Address]

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

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

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

11. 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.

12. 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.

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

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

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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 or her signature hereto.

MASSEY ENERGY COMPANY

By:

Name: Baxter F. Phillips, Jr.

Its: President

[Participant]

4

EX-10.5

Exhibit 10.5

MASSEY ENERGY COMPANY

Incentive Award Agreement

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

THIS AGREEMENT dated as of the 23^rd day of November, 2010, between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and [                    ] (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended from time to time (the “Plan”), a copy of which is attached. All capitalized terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1. Incentive Award. Pursuant to the Plan, the Company, on November 23, 2010 (the “Grant Date”), awarded to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the opportunity to earn a cash payment based on the satisfaction of the performance criteria set forth in Paragraph 3 (the “Incentive Award”).

2. Definitions.

(a) Earnout Period means the three year period from January 1, 2011 through December 31, 2013 (“Earnout Period”).

(b) Performance Period EBITDA means the Company’s cumulative earnings before interest, taxes, depreciation and amortization, for the three fiscal years of the Company ending December 31, 2011, December 31, 2012, and December 31, 2013 (the “Performance Period EBITDA”), all as confirmed by the Company’s Chief Financial Officer and the Chairman of the Compensation Committee (“Committee”); provided, however, that extraordinary, unusual or infrequently occurring events and transactions, may, in the sole discretion of the Committee, be excluded pursuant to the Plan in such determination.

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

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

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

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

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

5. Forfeiture. Participant’s right to receive an Incentive Award is forfeited if Participant’s employment or service with the Company and its Subsidiaries terminates during the Earnout Period for any reason other than on account of Participant’s death or becoming Permanently and Totally Disabled or as set forth in Paragraph 6. In addition, Participant agrees that this Agreement and the receipt of this Incentive Award are conditioned upon Participant not disclosing the terms of this Agreement or the receipt of the Incentive Award to anyone other than Participant’s spouse, confidential financial advisor, or senior management of the Company prior to end of the Earnout Period. If Participant discloses such information to any person other than those named in the prior sentence, except as may be required by law, Participant agrees that this Incentive Award will be forfeited.

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

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

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

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

For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of

2

the Company and its Affiliates. The fact that Participant is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or an Affiliate shall not prevent Participant’s termination from being considered for Cause.

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

If to the Company:
By hand-delivery:	By mail:
Massey Energy Company	Massey Energy Company
Attention: Corporate Secretary	Attention: Corporate Secretary
4 North Fourth Street	P.O. Box 26765
Richmond, Virginia 23219	Richmond, Virginia 23261
If to Participant:
[Name]
[Address]
[Address]

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

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

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

11. 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.

12. 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.

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

3

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

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

MASSEY ENERGY COMPANY

By:

Name: Baxter F. Phillips, Jr.

Its: President

[Participant]

4

EX-10.6

Exhibit 10.6

A. T. MASSEY COAL COMPANY, INC.

SUPPLEMENTAL BENEFIT PLAN

Amended and Restated Effective January 1, 2009

Amendment to the

A. T. Massey Coal Company, Inc.

Supplemental Benefit Plan

The A. T. Massey Coal Company, Inc. Supplemental Benefit Plan, as amended and restated effective January 1, 2009 (the “Plan”), is amended, effective November 23, 2010 or as otherwise expressly provided herein, as follows:

1. The following Section 1.04A is added to the Plan immediately after Section 1.04:

1.04A. Cause

Cause means:

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

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

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

The existence of Cause shall be determined by the Committee. For purposes hereof, no act, or failure to act, on Participant’s part described in clause (i) or (ii) above shall be considered “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant’s action or omission was in the best interest of the Company and its Affiliates. The fact that Participant is or shortly may be “retirement eligible” and thus eligible for or entitled to post-retirement benefits from any plan, arrangement or program sponsored, participated in or contributed to by the Company or an Affiliate shall not prevent Participant’s termination from being considered for Cause.

2. Exhibit II to the Plan is amended and updated by adding the following item 4 effective November 10, 2010, in order to provide special benefit accrual for John Christopher Adkins.

4. That certain Employment Agreement, effective as of November 10, 2010, made between Massey Energy Company and John Christopher Adkins, which provides in sections 3.6 and 5.5 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 and supersede any contrary provision of the Plan:

3.6 Enhanced SERP Benefit. If Executive continues to be employed by the Company through the Term of Employment, then his accrued benefit payable at his normal retirement age (or, with

actuarial appropriate adjustment, at any earlier time provided for payment therein) 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 (the “SERP”)) shall be increased by $1,125 per month.

5.5 Change in Control Agreement. Notwithstanding anything to the contrary in the foregoing or in Executive’s Change in Control Agreement, in the event Executive’s employment by the Company terminates during the Term of Employment, in connection with or after a Change in Control and under circumstances which constitute an Involuntary Termination Associated With a Change in Control (as defined, and determined pursuant to the procedure, in the Change in Control Agreement), then (a) the remaining period in the Term of Employment, if any, shall be considered to be creditable service 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) and (b) the enhanced SERP benefit described in Section 3.6 shall be considered earned and vested.

3. Exhibit III to the Plan is amended and updated as provided in the attached Exhibit III in order to provide accelerated vesting in connection with a Participant’s termination of employment by the Company or an Affiliate without Cause within two years following a change in control event as contemplated in Section 409A of the Code.

As evidence of its adoption of this amendment 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 November, 2010, effective as provided above.

A. T. MASSEY COAL COMPANY, INC.

/s/ John M. Poma

Its Vice President –

Chief Administrative Officer

EXHIBIT III

COMMITTEE DETERMINATIONS SCHEDULE

REGARDING SPECIAL VESTING AND BENEFIT ACCRUAL

(As Amended Effective November 23, 2010)

1. At its meeting on August 17, 2007, the Committee selected John M. Poma, Richard R. Grinnan, V. Keith Hainer, and M. Shane Harvey as Participants in the Plan, subject to the following special terms and conditions:

(a) Each aforesaid Participant’s retirement benefit shall be equal to the excess of (i) the retirement benefit amount to which he would be entitled assuming he participated in the “Coal Company Plan” component of the Massey Energy Retirement Plan (the “MERP”), but determined without regard to the limits set forth in section 401(a)(17) and 415, if applicable, of the Code, over (ii) the actuarial value (as determined pursuant to the Plan) of his actual MERP benefit.

(b) Each aforesaid Participant’s benefit under the Plan shall not become vested unless either (i) he remains an employee of the Company or one of its Affiliates until August 17, 2014 or (ii) his employment is terminated by the Company or an Affiliate without Cause within two years following a change in control event as contemplated in Section 409A of the Code. Notwithstanding anything to the contrary in the foregoing or in the Executive’s Change in Control Agreement with the Company, it is also intended that the additional Plan benefit provided herein shall not be subject to the cap of 2.99 times “Base Pay” and “Bonus” provided in Section 2(c) (or any provision corresponding thereto in any successor or replacement thereof) of the Participant’s Change in Control Agreement with the Company.

(c) Any election by an aforesaid Participant pursuant to Section 3.02(a)(i) of the Plan to receive his Plan benefit payment based on the later of his Normal Retirement Date or his Separation from Service shall be subject to applicable requirements under Section 409A of the Code and shall not be effective except as provided in Section 3.02(a)(i)(A) of the Plan and shall not be effective if he vests in his Plan benefit earlier than twelve (12) months after he is designated as a Participant in the Plan or he after makes his election, whichever occurs last.

2. Effective October 1, 2010, the Committee selected Raymond Freal Mize as a Participant in the Plan, subject to the following special terms and conditions:

(a) The aforesaid Participant retirement benefit shall be equal to the excess of (i) the retirement benefit amount to which he would be entitled to based on his participation in the “Coal Company Plan” component of the Massey Energy Retirement Plan (the “MERP”), but determined without regard to the limits set forth in section 401(a)(17) and 415, if applicable, of the Code and counting the Participant’s Credited Service at his retirement date in excess of 35 years, over (ii) the actuarial value (as determined pursuant to the Plan) of his actual MERP benefit.

(b) The aforesaid Participant’s benefit under the Plan shall not become vested unless either (i) he remains an employee of the Company or one of its Affiliates until October 1, 2011 or (ii) his employment is terminated by the Company or an Affiliate without Cause within two years following a change in control event as contemplated in Section 409A of the Code. Notwithstanding anything to the contrary in the foregoing or in the Executive’s Change in Control Agreement with the

Company, it is also intended that the additional Plan benefit provided herein shall not be subject to the cap of 2.99 times “Base Pay” and “Bonus” provided in Section 2(c) (or any provision corresponding thereto in any successor or replacement thereof) of the Participant’s Change in Control Agreement with the Company.

(c) The aforesaid Participant shall not be eligible or entitled to elect pursuant to Section 3.02(a)(i) of the Plan to receive his Plan benefit payment based on the later of his Normal Retirement Date or his Separation from Service.

3. Effective October 1, 2010, the Committee selected Larry G. Ward as a Participant in the Plan, subject to the following special terms and conditions:

(a) The aforesaid Participant retirement benefit shall be equal to the excess of (i) the retirement benefit amount to which he would be entitled to based on his participation in the “Central Appalachian Plan” component of the Massey Energy Retirement Plan (the “MERP”), but determined without regard to the limits set forth in section 401(a)(17) and 415, if applicable, of the Code and increasing the benefit thereby determined by multiplying it by a fraction, the numerator of which is the number of the Participant’s total years of Benefit Service and the denominator of which is the number of the Participant’s total years of Benefit Service credited as of his Normal Retirement Date, over (ii) the actuarial value (as determined pursuant to the Plan) of his actual MERP benefit.

(b) The aforesaid Participant’s benefit under the Plan shall not become vested unless either (i) he remains an employee of the Company or one of its Affiliates until October 1, 2011 or (ii) his employment is terminated by the Company or an Affiliate without Cause within two years following a change in control event as contemplated in Section 409A of the Code. Notwithstanding anything to the contrary in the foregoing or in the Executive’s Change in Control Agreement with the Company, it is also intended that the additional Plan benefit provided herein shall not be subject to the cap of 2.99 times “Base Pay” and “Bonus” provided in Section 2(c) (or any provision corresponding thereto in any successor or replacement thereof) of the Participant’s Change in Control Agreement with the Company.

(c) The aforesaid Participant shall not be eligible or entitled to elect pursuant to Section 3.02(a)(i) of the Plan to receive his Plan benefit payment based on the later of his Normal Retirement Date or his Separation from Service.