GOVERNANCE AND NOMINATING COMMITTEE

  1. PURPOSE AND ACTIVITIES

The principal duties of the Governance and Nominating Committee (the "Committee") shall be:

    1. to seek out, evaluate and recommend to the Board of Directors qualified nominees for election as Directors of Massey Energy Company (the "Company");
    2. to seek to ensure the independence and quality of the Board;
    3. to develop and recommend to the Board the Corporate Governance Guidelines and codes of conduct and ethics applicable to the Company;
    4. to oversee the annual evaluation of the Board; and
    5. to consider other matters including the size and composition of the Board of Directors and Committees, directorship practices and other issues of corporate governance.

The primary responsibilities of the Committee are to oversee and monitor the Company's corporate governance policies and procedures and to regularly report the results of its activities to the Board. To assist it in carrying out its responsibilities, the Committee may delegate any portion of its responsibilities to a subcommittee denominated by it and has sole authority to retain, compensate and terminate any search firm.

As part of its responsibilities, the Committee shall:

    1. Seek and identify individuals qualified to become members of the Board on its own, as well as by considering recommendations from shareholders, other members of the Board and other sources that the Committee deems appropriate, and recommend to the Board qualified director nominees. In identifying qualified director nominees, the Committee shall identify and evaluate candidates based on the following criteria: diversity, age, skills and experience, which should include judgment, ability to act on behalf of the stockholders, integrity, reputation, industry experience and an understanding of such areas as marketing, finance, regulation and public policy - all in the context of an assessment of the perceived needs of the Board at that point in time;
    2. Identify directors qualified to serve on the various committees of the Board and recommend to the Board qualified nominees for membership in and to Chair each such committee;
    3. Monitor the independence requirements for membership on, and the independence of members of, the Board, the Audit Committee, the Compensation Committee, the Committee and other committees of the Board;
    4. Oversee the annual evaluation of the Board. An assessment of the performance of the Board shall be discussed with the Board annually;
    5. Evaluate the contributions of each current director and the appropriateness of the continuation of each director's membership in connection with his/her re-nomination to the Board. The Committee shall also review the continued appropriateness of Board membership when a director changes jobs or agrees to serve on an additional board of directors;
    6. Evaluate the membership, membership criteria, adequacy of charters, performance and functioning of the committees, including this Committee, at least annually, and recommend any changes to the Board;
    7. Review Board compensation with management and recommend any changes to the Board;
    8.  Consider questions of possible conflicts of interest of Board members and management, including oversight of any related party transactions;
    9. Review and assess the adequacy of the Corporate Governance Guidelines and recommend proposed changes to the Board for approval;
    10. Conduct an evaluation of the Committee's performance, at least annually, to determine whether it is functioning effectively;
    11. Review the adequacy of this Charter and recommend any changes to the Board;
    12.  Obtain advice and assistance from outside legal, search or other advisors, as the Committee may deem appropriate in its sole discretion; and
    13.   Develop procedures for collecting and distributing shareholder communications with the Board.
  1. MEMBERSHIP

The Committee, appointed annually by the Board of Directors at its meeting in conjunction with the annual shareholders meeting, shall consist of a majority of Directors who shall be "independent directors." For purposes hereof, an "independent director" means a director who satisfies the "independence" requirements of the New York Stock Exchange and the Securities and Exchange Commission. The Board shall designate one member as the Chair. The Board may replace Committee members. In addition, the Committee will seek to assure that a sufficient number of Directors satisfy the New York Stock Exchange financial and accounting experience requirements and that at least one of whom qualifies as an "audit committee financial expert" (as defined by the Securities and Exchange Commission).

  1. MEETINGS

Meetings are scheduled quarterly, preceding quarterly meetings of the Board of Directors, and otherwise as required. A quorum for the purpose of conducting business at any meeting shall consist of a majority of Directors who are members of the Committee.