exhibit.htm


    
      

      

    

     

    EXHIBIT
      10.1

    MASSEY
      ENERGY COMPANY

    NON-EMPLOYEE
      DIRECTORS – COMPENSATION SUMMARY

    (Amended
      and Restated Effective November 12, 2007)

    


    
      
        	
                Annual
                  Retainer

              	
                $44,000
                  annual retainer, payable quarterly, plus

              
	 	
                $5,000
                  annual retainer, payable quarterly, for

              
	 	
                Chairs
                  of Board Committees ($15,000 for Chair of Audit
                  Committee).

              
	 	
                $30,000
                  annual retainer, payable quarterly for the Lead
                  Director.

              
	 	 
	
                Meeting
                  Fees

              	
                $2,000
                  for each Board meeting attended, plus

              
	 	
                $2,000
                  for each Committee meeting attended

              
	 	
                ($3,000
                  for each Audit Committee meeting).

              
	 	 
	
                Deferred
                  Compensation

              	
                Annually
                  directors may defer all or a portion of their retainer and meeting
                  fees
                  and elect to have such deferred amounts invested in: (1) an
                  interest-bearing account or (2) phantom stock units based on Massey
                  Energy
                  common stock.

              
	 	 
	
                Initial
                  Grant of Restricted Stock

              	
                $110,000
                  worth of restricted shares one-time grant. The shares may not be
                  sold
                  until they vest, but do receive dividends.  One third of the
                  shares vest per year or upon the occurrence of any of the following:
                  (i)
                  the applicable director retires at the age for Board retirement
                  or obtains
                  Board approval of early retirement, (ii) the applicable director
                  dies or
                  becomes permanently and totally disabled, or (iii) a change of
                  control
                  occurs.

              
	 	 
	
                Initial
                  Grant of Restricted Units

              	
                $74,000
                  worth of restricted units one-time grant.  Portions of the units
                  become earned and payable as each portion of the Initial Grant
                  of
                  Restricted Stock to which such units relate vests.

              
	 	 
	
                Annual
                  Grant of Restricted Stock

              	
                $80,000
                  worth of restricted shares annual grant.  A pro rata portion of
                  which is given to a new director whose term begins during a fiscal
                  year.  The shares may not be sold until they vest, but do
                  receive dividends. One third of the shares vest per year or upon
                  the
                  occurrence of any of the following: (i) the applicable director
                  retires at
                  the age for Board retirement or obtains Board approval of early
                  retirement, (ii) the applicable director dies or becomes permanently
                  and
                  totally disabled, or (iii) a change of control occurs.

              
	 	 
	
                Insurance

              	
                $75,000
                  life insurance (requires medical examination).

              
	 	
                $250,000
                  travel accident insurance while traveling for Massey Energy
                  Company.

              
	 	
                $75,000,000
                  Directors and Officers liability
                  insurance.