0001193125-08-237090 Sample Contracts

MASSEY ENERGY COMPANY Incentive Award Agreement (Based on Cumulative Earnings Before Taxes)
Incentive Award Agreement • November 14th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of November 10, 2008, 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 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 Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 14th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of November 10, 2008, 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 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 14th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of November 10, 2008, 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 terms used herein that are defined in the Plan have the same meaning given them in the Plan.

MASSEY ENERGY COMPANY Non-Qualified Stock Option Agreement
Qualified Stock Option Agreement • November 14th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS AGREEMENT dated as of November 10, 2008, 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 terms used herein that are defined in the Plan have the same meaning given them in the Plan.

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT
Employment and Change in Control Agreement • November 14th, 2008 • Massey Energy Co • Bituminous coal & lignite surface mining • Delaware

THIS EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of November 1, 2008 (the “Effective Date”), is made on November 10, 2008 between MASSEY ENERGY COMPANY, a Delaware corporation (the “Company”), and BAXTER F. PHILLIPS, JR. (the “Executive”).

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