Exhibit 10.2

                                 FIRST AMENDMENT

                                       TO

                      AMENDED AND RESTATED CREDIT AGREEMENT

            THIS FIRST AMENDMENT (the "First Amendment"), dated as of January
___, 2003, by and among MASSEY ENERGY COMPANY (the "Borrower"), each domestic
Subsidiary of the Borrower listed on the signature pages hereof as Guarantors
(individually referred to herein as a "Guarantor" and collectively, on a joint
and several basis, as the "Guarantors"), the undersigned Lenders (as defined
below), CITICORP USA, INC., as administrative agent for the Lenders (in such
capacity "Administrative Agent"), and as collateral agent for the Secured
Parties (in such capacity, the "Collateral Agent"), PNC BANK, NATIONAL
ASSOCIATION, as syndication agent (the "Syndication Agent"), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as documentation agent (the "Documentation Agent"), to
that certain Amended and Restated Credit Agreement dated as of November 26, 2002
(the "Credit Agreement"), by and among the Borrower, the Guarantors, the
Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent, and the lenders party thereto (the "Lenders"). Capitalized
terms used herein but not defined herein are used as defined in the Credit
Agreement.

                              W I T N E S S E T H:

            WHEREAS, the Borrower, the Guarantors, the Lenders, the
Administrative Agent, the Collateral Agent, the Syndication Agent, the
Documentation Agent are parties to the Credit Agreement;

            WHEREAS, the parties hereto wish to amend certain terms of the
Credit Agreement as set forth herein; and

            NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and other good and valuable
consideration, the adequacy and receipt of which is hereby acknowledged, and in
reliance upon the representations, warranties and covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:

     SECTION 1.   AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is,
effective as of the Amendment Effective Date (as defined below), hereby amended
as follows:

            (a) Amendment to Section 5.03 (Affirmative Covenants). The last
sentence of Section 5.03(i) (Additional Collateral and Guaranties) of the Credit
Agreement is hereby amended in its entirety to read as follows:

            Notwithstanding anything in Section 5.03(j) or this Section 5.03(i)
            to the contrary, (x) no Special Purpose Financing Subsidiary shall
            be required to become a party to this Agreement as a Guarantor or
            become a party to any of the Collateral Documents or otherwise grant
            a Lien on any of its assets as security for the Secured Obligations,
            (y) no Loan Party shall be required to pledge the Stock of any
            Special Purpose Financing Subsidiary if the terms of the applicable

<PAGE>

            Permitted Asset-Backed Financing prohibit the pledge of such Stock
            (it being understood that the Borrower shall use reasonable efforts
            to avoid such prohibition in connection with its negotiation of the
            terms of such Permitted Asset-Backed Financing) and (z) the maximum
            amount of Secured Obligations that shall be secured by any portion
            of the Collateral that constitutes Principal Property (as defined in
            the Indenture dated as of February 18, 1997 between Fluor
            Corporation and Bankers Trust Company, as trustee), shall be limited
            to the maximum amount necessary to avoid triggering the equal and
            ratable sharing provisions thereunder.

            (b) Amendments to Section 5.04 (Negative Covenants)

                  (1) Amendments to Section 5.04(a)(Debt). Clause (v) of Section
5.04(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:

                  (v)    Renewals, extensions, refinancings and refundings of
     Debt permitted by clause (ii) (other than with respect to the Public Debt)
     or (iv) above, clause (viii) below or this clause (v); provided, however,
     that (A) any such renewal, extension, refinancing or refunding is in an
     aggregate principal amount not greater than the principal amount of, and is
     on terms no less favorable to the Borrower or such Subsidiary, including as
     to weighted average maturity, than the Debt being renewed, extended,
     refinanced or refunded and (B) in the case of any refinancing or refunding
     of a Permitted Asset-Backed Financing, such refinancing or refunding meets
     the requirements of a Permitted Asset-Backed Financing as set forth in the
     definition thereof;

                  (2) Amendments to Section 5.04(b)(Liens, Etc.). Clause (ix) of
Section 5.04(b) of the Credit Agreement is hereby amended in its entirety to
read as follows:

                  (ix)   Liens on the assets of one or more special purpose
     Subsidiaries of the Loan Parties established for the purpose of any
     Permitted Asset-Backed Financing (each, a "Special Purpose Financing
     Subsidiary"), and Liens on the assets of any Loan Party that are
     contributed or transferred by such Loan Party, as the originator thereof,
     to such Special Purpose Financing Subsidiary, in each case to the extent
     such Liens are created or deemed to exist in connection with any such
     Permitted Asset-Backed Financing; provided that the aggregate principal
     amount secured by all such Liens shall not exceed $150,000,000 at any time;
     and

                  (3) Amendments to Section 5.04(c)(Investments). Section
5.04(c) of the Credit Agreement is hereby amended by (i) deleting the "and"
after clause (vi) thereof, (ii) renumbering clause (vii) thereof to "clause
(viii)" and (iii) inserting the following clause as new clause (vii) thereof:

                  (vii)  Investments in any Special Purpose Financing Subsidiary
     consisting of assets contributed or transferred by any Loan Party as the
     originator thereof to such Special Purpose Financing Subsidiary in
     connection with any Permitted Asset-Backed Financing; and

                                      - 2 -

<PAGE>

                  (4)Amendments to Section 5.04(j)(Limitations on Restrictions
on Subsidiary Distributions; No New Negative Pledge). Section 5.04(j) of the
Credit Agreement is hereby amended in its entirety to read as follows:

                  (j)    Limitations on Restrictions on Subsidiary
     Distributions; No New Negative Pledge. Except pursuant to the Loan
     Documents and any agreements governing purchase money Debt, Capital Lease
     Obligations or any Permitted Asset-Backed Financing permitted by Section
     5.04(a)(ii), (iv), (v) or (viii) (provided that, except in the case of the
     Loan Documents, any prohibition or limitation shall only be effective
     against the assets financed thereby), the Borrower shall not, and shall not
     permit any of its Subsidiaries to, (a) agree to enter into or suffer to
     exist or become effective any consensual encumbrance or restriction of any
     kind on the ability of such Subsidiary to pay dividends or make any other
     distribution or transfer of funds or assets or make loans or advances to or
     other Investments in, or pay any Debt owed to, the Borrower or any other
     Subsidiary of the Borrower or (b) enter into or suffer to exist or become
     effective any agreement prohibiting or limiting the ability of the Borrower
     or any Subsidiary to create, incur, assume or suffer to exist any Lien upon
     any of its property, assets or revenues, whether now owned or hereafter
     acquired, to secure the Obligations, including any agreement requiring any
     other Debt or Contractual Obligation to be equally and ratably secured with
     the Obligations.

     SECTION 2.   CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS FIRST
                  AMENDMENT

            This First Amendment shall become effective as of the date hereof
(the "Effective Date"), and only when, each of the following conditions
precedent shall have been satisfied or duly waived by the Administrative Agent:

            (a)   Certain Documents. The Administrative Agent shall have
received each of the following, each dated the date hereof (unless otherwise
agreed by the Administrative Agent), in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each Lender:

                  (1)    this First Amendment, duly executed by Borrower, each
     Guarantor, the Administrative Agent and Lenders constituting Required
     Lenders;

                  (2)    such additional documentation as the Administrative
Agent or the Lenders party hereto may reasonably require;

            (b)   Fees and Expenses Paid. The Borrower shall have paid all costs
and expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this First Amendment (including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto) and all other costs, expenses and
fees then due under any Loan Document.

     SECTION 3.   REPRESENTATIONS AND WARRANTIES.

            The Borrower represents and warrants to the Administrative Agent and
each Lender that after giving effect to this First Amendment, each of the
representations and

                                      - 3 -

<PAGE>

warranties set forth in Article IV (Representations and Warranties) of the
Credit Agreement is true and correct in all material respects on and as of the
Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date, and no Default or Event of Default has
occurred and is continuing.

     SECTION 4.   CONSENT OF GUARANTORS

            Each Guarantor hereby consents to this First Amendment and agrees
that the terms hereof shall not affect in any way its obligations and
liabilities under the Loan Documents (as amended and otherwise expressly
modified hereby), all of which obligations and liabilities shall remain in full
force and effect and each of which is hereby reaffirmed (as amended and
otherwise expressly modified hereby).

     SECTION 5.   AUTHORIZATION.

            The Lenders hereby acknowledge that this First Amendment is being
entered into in order to facilitate a Permitted Asset-Backed Financing, and that
pursuant to Section 2.3(iv) of the Collateral Sharing Agreement, the Collateral
Agent is authorized to release Liens on accounts, payment intangibles and
related collateral, to the extent such Collateral is sold or disposed of (or
intended to be sold or disposed of) pursuant to a Permitted Asset-Backed
Financing (provided, that the Net Cash Proceeds of such financing are applied to
the Obligations in accordance with Section 2.11(a) of the Credit Agreement), and
the Lenders hereby acknowledge the Collateral Agent's authority to release such
Collateral accordingly and to enter into such agreements with the creditors of
such Permitted Asset-Backed Financing in furtherance hereof as the Collateral
Agent deems advisable and on terms acceptable to it without further approval of
the Lenders.

     SECTION 6.   REFERENCE TO THE EFFECT ON THE LOAN DOCUMENTS

            (a)   Except as expressly amended hereby or specifically waived
above, all of the terms and provisions of the Credit Agreement and all other
Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.

            (b)   The execution, delivery and effectiveness of this First
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Lenders, Issuers, Arranger or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose
except as expressly set forth herein.

            (c)   Upon the effectiveness of this First Amendment, on and after
the date hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference in
the other Loan Documents to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby, and this First Amendment and the
Credit Agreement shall be read together and construed as a single instrument.

                                      - 4 -

<PAGE>

     SECTION 7.   EXECUTION IN COUNTERPARTS

            This First Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

     SECTION 8.   GOVERNING LAW

            This First Amendment shall be construed in accordance with and
governed by the law of the State of New York.

     SECTION 9.   CAPTIONS

            All Section headings are inserted for convenience of reference only
and shall not be used in any way to modify, limit, construe or otherwise affect
this First Amendment.

     SECTION 10.  NOTICES

            All communications and notices hereunder shall be given as provided
in the Credit Agreement.

     SECTION 11.  SUCCESSORS

            The terms of this First Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

     SECTION 12.  WAIVER OF JURY TRIAL

            THE BORROWER, THE GUARANTORS, THE LENDERS, THE ADMINISTRATIVE AGENT
AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, OTHER LENDERS EACH HEREBY AGREES
TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS FIRST AMENDMENT OR ANY LOAN DOCUMENT. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. The Borrower, the
Lenders, the Administrative Agent and, by its acceptance of the benefits hereof,
other Lenders each (i) acknowledges that this waiver is a material inducement
for the Borrower, the Lenders and the Administrative Agent to enter into a
business relationship, that the Borrower, the Lenders and the Administrative
Agent have already relied on this waiver in entering into this First Amendment
or accepting the benefits thereof, as the case may be, and that each will
continue to rely on this waiver in their related future dealings and (ii)
further warrants and represents that each has reviewed this waiver with its
legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR

                                      - 5 -

<PAGE>

MODIFICATIONS TO THIS FIRST AMENDMENT. In the event of litigation, this First
Amendment may be filed as a written consent to a trial by the court.

                            [Signature Page Follows]

                                      - 6 -

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their respective officers and members thereunto duly
authorized, as of the date first above written.

                                       MASSEY ENERGY COMPANY, as Borrower

                                       By:   /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name:  Baxter F. Phillips, Jr.
                                          Title: Vice President

                                       HOPKINS CREEK COAL COMPANY
                                       JOBONER COAL COMPANY
                                       RUSSELL FORK COAL COMPANY
                                       T.C.H. COAL CO., as
                                       Guarantors

                                       By:   /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name:  Baxter F. Phillips, Jr.
                                          Title: President

                                       MASSEY COAL SERVICES, INC.
                                       A.T. MASSEY COAL COMPANY, INC.
                                       as Guarantors

                                       By:   /s/ Baxter F. Phillips, Jr.
                                          --------------------------------------
                                          Name:  Baxter F. Phillips, Jr.
                                          Title: Vice President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       APPALACHIAN CAPITAL MANAGEMENT CORP.
                                       BIG SANDY VENTURE CAPITAL CORP.
                                       BLUE RIDGE VENTURE CAPITAL CORP.
                                       BLUESTONE VENTURE CAPITAL CORP.
                                       CAPSTAN MINING COMPANY
                                       CENTRAL PENN ENERGY COMPANY, INC.
                                       CONTINUITY VENTURE CAPITAL CORP.
                                       DRM CORPORATION
                                       FEATS VENTURE CAPITAL CORP.
                                       HADEN FARMS, INC.
                                       MARSHALL VENTURE CAPITAL CORP.
                                       MASSEY CAPITAL MANAGEMENT CORP.
                                       MASSEY COAL CAPITAL CORP.
                                       MASSEY COAL SALES COMPANY, INC.
                                       MASSEY CONSULTING SERVICES, INC.
                                       MASSEY NEW ERA CAPITAL CORP.
                                       MENEFEE LAND COMPANY, INC.
                                       MONONGAHELA VENTURE CAPITAL CORP.
                                       NEW MARKET LAND COMPANY
                                       NEW MASSEY CAPITAL CORP.
                                       NEW RIVER CAPITAL COMPANY
                                       PREFERRED MANAGEMENT CAPITAL CORP.
                                       PROGRESSIVE VENTURE CAPITAL CORP.
                                       RAWL SALES VENTURE CAPITAL CORP.
                                       SCARLET DEVELOPMENT COMPANY
                                       SHENANDOAH CAPITAL MANAGEMENT CORP.
                                       SPM CAPITAL MANAGEMENT CORP.
                                       SPROUSE CREEK VENTURE CAPITAL CORP.
                                       ST. ALBANS CAPITAL MANAGEMENT CORP.
                                       SUN COAL COMPANY, INC.,
                                       as Guarantors

                                       By:   /s/ Stanley C. Suboleski
                                          --------------------------------------
                                          Name:  Stanley C. Suboleski
                                          Title: President

                                       LAUREN LAND COMPANY
                                       SC COAL CORPORATION
                                       as Guarantors

                                       By:   /s/ Stanley C. Suboleski
                                          --------------------------------------
                                          Name:  Stanley C. Suboleski
                                          Title: Vice President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       GREYEAGLE COAL COMPANY
                                       TENNESSEE CONSOLIDATED COAL COMPANY
                                       TENNESSEE ENERGY CORP.
                                       THUNDER MINING COMPANY
                                       as Guarantors

                                       By:   /s/ Michael D. Bauersachs
                                          --------------------------------------
                                          Name:  Michael D. Bauersachs
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       ALEX ENERGY, INC.
                                       GREEN VALLEY COAL COMPANY
                                       MAJESTIC MINING, INC.
                                       NICCO CORPORATION
                                       PEERLESS EAGLE COAL CO.,
                                       as Guarantors

                                       By:   /s/ David C. Hughart
                                          --------------------------------------
                                          Name:  David C. Hughart
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       ARACOMA COAL COMPANY, INC.
                                       LOGAN COUNTY MINE SERVICES, INC.,
                                       as Guarantors

                                       By:   /s/ Dwayne Francisco
                                          --------------------------------------
                                          Name:  Dwayne Francisco
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BANDMILL COAL CORPORATION
                                       HIGHLAND MINING COMPANY,
                                       as Guarantors

                                       By:   /s/ Eric D. Salyer
                                          --------------------------------------
                                          Name:  Eric D. Salyer
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BANDYTOWN COAL CORPORATION
                                       BIG BEAR MINING COMPANY
                                       CABINAWA MINING COMPANY
                                       DOUGLAS POCAHONTAS COAL CORPORATION
                                       EAGLE ENERGY, INC.
                                       ROBINSON-PHILLIPS COAL COMPANY
                                       ROCKRIDGE COAL COMPANY
                                       SHANNON-POCAHONTAS COAL CORPORATION
                                       TOWN CREEK COAL COMPANY
                                       WYOMAC COAL COMPANY, INC.,
                                       as Guarantors

                                       By:   /s/ Lloyd C. Adams
                                          --------------------------------------
                                          Name:  Lloyd C. Adams
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BARNABUS LAND COMPANY
                                       DEHUE COAL COMPANY,
                                       as Guarantors

                                       By:   /s/ Harold Osborne
                                          --------------------------------------
                                          Name:  Harold Osborne
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BELFRY COAL CORPORATION
                                       NEW RIDGE MINING COMPANY
                                       SIDNEY COAL COMPANY, INC.,
                                       as Guarantors

                                       By:   /s/ Sidney R. Young, III
                                          --------------------------------------
                                          Name:  Sidney R. Young, III
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BLACK KING MINE DEVELOPMENT CO.
                                       BOONE EAST DEVELOPMENT CO.
                                       BOONE WEST DEVELOPMENT CO.
                                       CENTRAL WEST VIRGINIA ENERGY COMPANY
                                       CERES LAND COMPANY
                                       DEMETER LAND COMPANY
                                       LAXARE, INC.
                                       RAVEN RESOURCES, INC.,
                                       as Guarantors

                                       By:   /s/ R. Freal Mize
                                          --------------------------------------
                                          Name:  R. Freal Mize
                                          Title: President

                                       NEW RIVER ENERGY CORPORATION
                                       as Guarantor

                                       By:   /s/ R. Freal Mize
                                          --------------------------------------
                                          Name:  R. Freal Mize
                                          Title: Vice President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BEN CREEK COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ Bruce A. Johnson
                                          --------------------------------------
                                          Name:  Bruce A. Johnson
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BOONE ENERGY COMPANY
                                       MARFORK COAL COMPANY, INC.,
                                       as Guarantors

                                       By:   /s/ Johnny R. Jones
                                          --------------------------------------
                                          Name:  Johnny R. Jones
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       CLEAR FORK COAL COMPANY
                                       ELK RUN COAL COMPANY, INC.,
                                       as Guarantors

                                       By:   /s/ Larry Ward
                                          --------------------------------------
                                          Name:  Larry Ward
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       CRYSTAL FUELS COMPANY,
                                       as Guarantor

                                       By:   /s/ George E. Dotson
                                          --------------------------------------
                                          Name:  George E. Dotson
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       DELBARTON MINING COMPANY
                                       SUPPORT MINING COMPANY,
                                       as Guarantors

                                       By:   /s/ Andrew F. Ashurst
                                          --------------------------------------
                                          Name:  Andrew F. Ashurst
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       DUNCAN FORK COAL COMPANY
                                       DUCHESS COAL COMPANY
                                       HAZY RIDGE COAL COMPANY
                                       JACKS BRANCH COAL COMPANY
                                       LICK BRANCH COAL COMPANY
                                       MINE MAINTENANCE, INC.
                                       PETER CAVE MINING COMPANY
                                       RUM CREEK SYNFUEL COMPANY
                                       TRACE CREEK COAL COMPANY,
                                       as Guarantors

                                       By:   /s/ Danny C. Cox
                                          --------------------------------------
                                          Name:  Danny C. Cox
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       FOOTHILLS COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ John Christopher Adkins
                                          --------------------------------------
                                          Name:  John Christopher Adkins
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       KANAWHA ENERGY COMPANY,
                                       as Guarantor

                                       By:   /s/ Randy Cunningham
                                          --------------------------------------
                                          Name:  Randy Cunningham
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       STIRRAT COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ Dwain Harris
                                          --------------------------------------
                                          Name:  Dwain Harris
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       GOALS COAL COMPANY
                                       WILLIAMS MOUNTAIN COAL COMPANY,
                                       as Guarantors

                                       By:   /s/ Michael A. Milam
                                          --------------------------------------
                                          Name:  Michael A. Milam
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       INDEPENDENCE COAL COMPANY, INC.,
                                       as Guarantor

                                       By:   /s/ Mark A. Clemens
                                          --------------------------------------
                                          Name:  Mark A. Clemens
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       KNOX CREEK COAL CORPORATION,
                                       as Guarantor

                                       By:   /s/ David P. Kramer
                                          --------------------------------------
                                          Name:  David P. Kramer
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       LONG FORK COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ Mitch McKinney
                                          --------------------------------------
                                          Name:  Mitch McKinney
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       LYNN BRANCH COAL COMPANY, INC.
                                       ROAD FORK DEVELOPMENT COMPANY, INC.
                                       SPARTAN MINING COMPANY
                                       STONE MINING COMPANY
                                       SYCAMORE FUELS, INC.
                                       VANTAGE MINING COMPANY,
                                       as Guarantors

                                       By:   /s/ Michael G. Smith
                                          --------------------------------------
                                          Name:  Michael G. Smith
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       MARTIN COUNTY COAL CORPORATION
                                       PILGRIM MINING COMPANY, INC.,
                                       as Guarantors

                                       By:   /s/ Hiram Mahon
                                          --------------------------------------
                                          Name:  Hiram Mahon
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       NICHOLAS ENERGY COMPANY,
                                       as Guarantor

                                       By:   /s/ Mike Snelling
                                          --------------------------------------
                                          Name:  Mike Snelling
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       OMAR MINING COMPANY,
                                       as Guarantor

                                       By:   /s/ Mitchell McKinley Kalos
                                          --------------------------------------
                                          Name:  Mitchell McKinley Kalos
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       POWER MOUNTAIN COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ James S. Smith
                                          --------------------------------------
                                          Name:  James S. Smith
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       RAWL SALES & PROCESSING CO.,
                                       as Guarantor

                                       By:   /s/ Macs Hall
                                          --------------------------------------
                                          Name:  Macs Hall
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       RUM CREEK COAL SALES, INC.,
                                       as Guarantor

                                       By:   /s/ Richard Zigmond
                                          --------------------------------------
                                          Name:  Richard Zigmond
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       PERFORMANCE COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ Bill M. Potter
                                          --------------------------------------
                                          Name:  Bill M. Potter
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       WHITE BUCK COAL COMPANY,
                                       as Guarantor

                                       By:   /s/ Larry M. Roop
                                          --------------------------------------
                                          Name:  Larry M. Roop
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       M & B COAL COMPANY,
                                       as Guarantor
                                       BY: WYOMAC COAL COMPANY, INC.

                                       By:   /s/ Lloyd C. Adams
                                          --------------------------------------
                                          Name:  Lloyd C. Adams
                                          Title: President

                                       M & B COAL COMPANY,
                                       as Guarantor
                                       BY: TOWN CREEK COAL COMPANY

                                       By:   /s/ Lloyd C. Adams
                                          --------------------------------------
                                          Name:  Lloyd C. Adams
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       SHANNON-POCAHONTAS MINING CO.,
                                       as Guarantor
                                       BY: SHANNON POCAHONTAS COAL CORPORATION

                                       By:   /s/ Lloyd C. Adams
                                          --------------------------------------
                                          Name:  Lloyd C. Adams
                                          Title: President

                                       SHANNON-POCAHONTAS MINING CO.,
                                       as Guarantor
                                       BY: OMAR MINING COMPANY

                                       By:   /s/ Mitchell McKinley Kalos
                                          --------------------------------------
                                          Name:  Mitchell McKinley Kalos
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       SHANNON-POCAHONTAS MINING CO.,
                                       as Guarantor
                                       BY: SHANNON POCAHONTAS COAL CORPORATION

                                       By:   /s/ Lloyd C. Adams
                                          --------------------------------------
                                          Name:  Lloyd C. Adams
                                          Title: President

                                       SHANNON-POCAHONTAS MINING CO.,
                                       as Guarantor
                                       BY: OMAR MINING COMPANY

                                       By:   /s/ Mitchell McKinley Kalos
                                          --------------------------------------
                                          Name:  Mitchell McKinley Kalos
                                          Title: President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       CITICORP USA, INC., as Administrative
                                       Agent and as a Lender

                                       By:   /s/ Raymond G. Dunning
                                          --------------------------------------
                                          Name:  Raymond G. Dunning
                                          Title: Managing Director

                                       By:   /s/ Daniel J. Miller
                                          --------------------------------------
                                          Name:  Daniel J. Miller
                                          Title: Vice President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       PNC BANK, NATIONAL ASSOCIATION, as
                                       Syndication Agent and as a Lender

                                       By:   /s/ Dale A. Stein
                                          --------------------------------------
                                          Name:  Dale A. Stein
                                          Title: Senior Vice President

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                       Documentation Agent and as a Lender

                                       By:   /s/ David L. Driggers
                                          --------------------------------------
                                          Name:  David L. Driggers
                                          Title: Managing Director

                                       By:   /s/ Fareed F. Ajani
                                          --------------------------------------
                                          Name:  Fareed F. Ajani
                                          Title: Associate

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       WESTLB AG, as a Lender

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BANK ONE, NA, as a Lender

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       THE ROYAL BANK OF SCOTLAND PLC, as a
                                       Lender

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BRANCH BANKING AND TRUST COMPANY, as a
                                       Lender

                                       By:   /s/ James Stallings
                                          --------------------------------------
                                          Name:  James Stallings
                                          Title: Vice President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       THE BANK OF NEW YORK, as a Lender

                                       By:   /s/ Raymond J. Palmer
                                          --------------------------------------
                                          Name:  Raymond J. Palmer
                                          Title: Vice President

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       DRESDNER BANK LATEINAMERIKA AG, as a
                                       Lender

                                       By:   /s/ Michael Londono
                                          --------------------------------------
                                          Name:  Michael Londono
                                          Title: Assistant Vice President

                                       By:   /s/ Andreas Thomas
                                          --------------------------------------
                                          Name:  Andreas Thomas
                                          Title: Vice President


         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       AUSTRALIA NEW ZEALAND BANKING GROUP
                                       LIMITED, as a Lender

                                       By:   /s/ R. Scott McInnis
                                          --------------------------------------
                                          Name:  R. Scott McInnis
                                          Title: Head of Global Structured
                                                 Finance-Americas

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       MELLON BANK N.A., as a Lender

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

         Signature Page To Amended And Restated Massey Credit Agreement

<PAGE>

                                       BANK HAPOALIM, as a Lender

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

         Signature Page To Amended And Restated Massey Credit Agreement