0001193125-05-228705 Sample Contracts

MASSEY ENERGY COMPANY Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 17th, 2005 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of the 14th day of November, 2005, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 1999 Executive Performance Incentive Plan, as amended and restated effective November 30, 2000 (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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MASSEY ENERGY COMPANY Incentive Award Agreement
Incentive Award Agreement • November 17th, 2005 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of the 14th day of November, 2005, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 1999 Executive Performance Incentive Plan, as amended and restated effective November 30, 2000 (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

MASSEY ENERGY COMPANY Stock Option Agreement
Stock Option Agreement • November 17th, 2005 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of the 15th day of November, 2005, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and Baxter F. Phillips, Jr. (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 1996 Executive Stock Plan as amended and restated effective November 30, 2000 (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

RETENTION AND CHANGE IN CONTROL AGREEMENT
Retention and Change in Control Agreement • November 17th, 2005 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS RETENTION AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of November 1, 2005 (the “Effective Date”), is made between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and BAXTER F. PHILLIPS, JR. (the “Executive”).

MASSEY ENERGY COMPANY Restricted Unit Agreement
Restricted Unit Agreement • November 17th, 2005 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of the 15th day of November, 2005, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and Baxter F. Phillips, Jr. (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 1999 Executive Performance Incentive Plan, as amended and restated effective November 30, 2000 (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

MASSEY ENERGY COMPANY Restricted Unit Agreement
Restricted Unit Agreement • November 17th, 2005 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of the 14th day of November, 2005, between MASSEY ENERGY COMPANY, a Delaware Corporation (the “Company”) and (“Participant”) is made pursuant and subject to the provisions of the Massey Energy Company 1999 Executive Performance Incentive Plan, as amended and restated effective November 30, 2000 (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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