Cypress Final Report

IN THE CIRCUIT COURT OF BOONE COUNTY, WEST VIRGINIA

ERICA PAYNE STANLEY, et al Plaintiffs, v. Civil Action No. 11-MISC-________ MASSEY ENERGY COMPANY, et al Defendants.

Report of Jeffrey S. Martin

on behalf of

ERICA PAYNE STANLEY, as Administratrix of the Estate of Howard D. Payne, Jr., TAMMY MORGAN, as Administratrix of the Estate of Adam K. Morgan, STANLEY

STEWART, MINDI STEWART, KATHY MARCUM, as Administratrix of the Estate of Joe Marcum, CODY ACORD, as Administrator of the Estate of Carl Acord, AMANDA

ATKINS, as Administratrix of the Estate of Jason Atkins, HEIDI PERSINGER, as Administratrix of the Estate of Dillard E. Persinger, CRISSIE SCOTT, as Administratrix

of the Estate of Deward E. Scott

May 19, 2011

CYPRESS ASSOCIATES LLC

CYPRESS ASSOCIATES LLC 2

Table of Contents Page

I. Introduction 3 A. Background to this Report B. Scope of Assignment C. Overview of Expert Qualifications

II. Summary of Conclusions 6

III. Payout Analysis 7 IV. Risk Factors Analysis 24 Exhibits

A. List of Documents Considered B. Jeffrey S. Martin Curriculum Vitae


I. Introduction

A. Background to this Report On April 5, 2010, an explosion at the Upper Big Branch mine near Montcoal, West Virginia resulted in the death of 29 miners, the deadliest U.S. coal accident in 40 years.1 The Upper Big Branch mine is owned and operated by Massey Energy Company (“MEC”). In the aftermath of the explosion, MEC was forced to close two other mines for safety violations, the Freedom and Randolph mines, and struggled through four consecutive quarters of losses.2 On November 22, 2010, MEC announced that its Board had directed the Company to engage in a “formal review of strategic alternatives to enhance shareholder value” and that it had engaged legal and financial advisors to assist in the review.3 On December 3, 2010, MEC’s long-time Chairman and CEO, Don L. Blankenship, retired from MEC.4 On January 28, 2011, MEC and Alpha Natural Resources (“Alpha”) entered into an agreement and plan of merger whereby Alpha agreed to acquire MEC (the “Merger”) for per share merger consideration of 1.025 shares of Alpha common stock and $10.00 in cash for each share of MEC common stock (the “Merger Consideration”).5 The transaction was announced the following day.6 On January 31, 2011, credit rating agency Standard & Poor’s (“S&P”) placed Alpha’s credit rating on CreditWatch with “negative implications”.7 Also on January 31, 2011, Moody’s Investor Service (“Moody’s”) placed Alpha’s credit ratings on “review for possible downgrade”.8 On May 16, 2011, S&P assigned a “speculative grade” or “junk” rating of ‘BB’ to Alpha’s proposed offering of $1.5 billion of senior unsecured notes which are to be used to partially fund the Merger.9 S&P also assigned the proposed notes issue a recovery rating of ‘3’; the ‘3’ rating reflects S&P’s expectation that senior unsecured creditors of Alpha would experience a recovery of 50% to 70% (or a 30% to 50% loss) in the event of a payment default.10 On May 18, 2011, S&P reported that, upon completion of its analysis, it expects that S&P’s forecast of recoveries for MEC’s 3.25% convertible senior notes that remain outstanding after the Merger should not fall below 30% to 50% (equivalent to losses of 50% to 70%), consistent with a ‘4’ recovery rating.11

B. Scope of Assignment In connection with Plaintiff’s lawsuit stemming from the Upper Big Branch explosion, I have been asked by Plaintiff’s counsel to answer the following questions:


(i) Based on publicly available information, what is the value of the aggregate

payouts and committed payments provided to MEC’s executive officers, non-employee directors, and former CEO Don Blankenship (the “Insiders”), for 2010 through consummation of the Merger?

(ii) What are the significant risk factors facing creditors of Alpha and MEC after consummation of the Merger that have been acknowledged by Alpha and MEC in their public filings with the SEC and that have been articulated by recognized, independent securities and credit analysts?

In connection with this assignment, I have considered the materials cited in Exhibit A, as well as the items cited throughout this report and the exhibits attached hereto.

C. Overview of Expert Qualifications

I am a Managing Director of Cypress Associates LLC (“Cypress”) in New York, New York. Cypress is an investment banking firm specializing in providing mergers and acquisitions advice, capital raising, restructuring advisory services, and litigation consulting services, including expert reports and testimony. I have nearly thirty years of experience providing strategic and financial advice to corporations, financial institutions and professional investors. I have a broad range of transaction experience (both as an advisor as well as a private equity investor) in acquisition and divestiture transactions; financial restructurings, through bankruptcy as well as out-of-court; and public and private financings, including offerings of debt, equity and mezzanine securities. In addition, I am well-versed in all aspects of corporate governance, having served on the board of directors of more than a dozen private companies. I began my Wall Street career in 1982 at Merrill Lynch & Co., Inc. (“Merrill Lynch”) as an associate in the investment banking division. In 1991, I was promoted to the position of managing director, and ultimately held senior positions in Merrill Lynch’s mergers and acquisitions, leveraged finance and merchant banking departments. During my tenure at Merrill Lynch, I provided advice on mergers, acquisitions, divestitures, restructurings, and recapitalizations, as well as executed public and private financings of debt and equity securities. At Merrill Lynch, I was active in several sectors of the energy industry, including natural gas transportation, petroleum, geothermal and coal. Energy clients included Gulf Corporation, Pennzoil, MidCon Corporation, California Energy Company, Tesoro Petroleum, Entex, Cabot Corporation, Celeron Corporation, and Transco Exploration Partners.


From 1999 through the first quarter of 2001, I was a partner at Thomas Weisel Partners LLC (“Thomas Weisel”). During this time, I was responsible for Thomas Weisel’s mergers and acquisitions advisory activities on the east coast of the United States. In the spring of 2001, I joined Rothschild Inc. (“Rothschild”) as a Managing Director and the Head of Healthcare Investment Banking for North America. At Rothschild, I primarily provided financial advice on strategic transactions, including mergers, acquisitions, divestitures and restructurings. In 2003, I formed J.S. MARTIN LLC, a firm focused on providing financial advisory services, primarily related to merger and acquisition transactions, including valuation, structuring and negotiation advice. In 2006, I joined Cypress where my activities involve providing financial advisory services with respect to mergers, acquisitions, divestitures and restructurings, including for both private and public companies, as well as litigation consulting services, including expert reports and testimony. I am a graduate of Princeton University with a Bachelors of Science and Engineering degree in Basic Engineering. I also received a Masters in Business Administration degree in Finance from the Columbia Business School. While at Columbia, I was on the Dean’s List, was a member of the Beta Gamma Sigma honor society, and received the Thomas W. McMahon, Jr. award, recognizing both academic achievement as well as non-academic contributions to the school. During the past four years, I have provided litigation support services in a variety of matters. My curriculum vitae is attached as Exhibit B. My work on this engagement is ongoing and I reserve the right to amend or supplement this report (the “Report”) if additional information becomes available. I also understand that I may be asked to prepare a rebuttal or supplemental report following receipt of any report submitted by the defendants’ expert. My billing rates for this assignment are $815 per hour for time spent preparing for or testifying in deposition or trial and $715 per hour for all other time spent in connection with the engagement. The billing rates of other Cypress employees are as follows: Managing Directors - $615 per hour; Principals - $540 per hour; Vice Presidents - $415 per hour; Associates - $320 per hour; and Analysts - $225 per hour. The foregoing rates may change from time to time but such rates shall not change more than once in a 12-month period. The terms of Cypress’s engagement expressly provide that no portion of the compensation earned by Cypress is contingent upon the analysis and conclusions reached by Cypress or on the outcome of the litigation.


II. Summary of Conclusions Based on the analysis contained in this Report and the exhibits attached hereto, the conclusions of Cypress are summarized as follows, with the bases for these conclusions set forth in more detail in the Report and exhibits:

1. Based upon publicly available information, the value of the aggregate payouts and committed payments provided to MEC’s executive officers, non-employee directors, and former CEO Don Blankenship, for 2010 through consummation of the Merger, is approximately $196 million, before taking into consideration any taxes or withholdings. In its SEC filings, MEC disclosed details of 2010 compensation; long-term incentive compensation; severance and post-employment payments; accumulated retirement benefits and deferred compensation; and holdings of MEC shares and options for the Insiders, including, where applicable, the impact of change-in-control provisions triggered by the consummation of the Merger. In addition, through SEC Form 4 filings, the Insiders disclosed transaction details for all sale transactions involving MEC shares. For purposes of our analysis, Cypress considered only sales that occurred after April 5, 2010, the date of the Upper Big Branch mine explosion. In addition, all executive officers were assumed to be terminated following the Merger in a manner that would trigger change-in-control treatment. Based on this information, Cypress was able to determine that the payouts and committed payments provided to the Insiders for 2010 through consummation of the Merger had an aggregate value of approximately $196 million, before consideration of any taxes or withholdings.

2. Cypress’ review of Alpha and MEC’s SEC filings identified considerable credit risks post-Merger acknowledged by Alpha and MEC. Similarly, our review of published reports by recognized, independent securities and credit analysts identified significant risks facing creditors of Alpha and MEC post-Merger.


III. Payout Analysis From SEC filings made by Alpha and the Insiders, Cypress gathered details of 2010 compensation; accumulated pension benefits and deferred compensation; change-in-control severance and post-employment payments triggered by the Merger; accumulated retirement benefits and supplemental pension benefits triggered by the Merger; payments under the long-term incentive compensation plans triggered by the Merger; the aggregate value of MEC shares held as of April 11, 2011 at an assumed value for the Merger Consideration; and the value of all MEC shares sold since April 5, 2010 (including sales of shares acquired through the exercise of stock options or conversion of equity-based compensation units). In its analysis, Cypress did not consider any tax obligations or withholdings that may arise from any such payment or sale. The aggregate value of all such payouts and committed payments as determined by Cypress are shown below by Insider. Following the table below, Cypress’s methodology and assumptions by Insider grouping are summarized.

Aggregate

Executive Officers Value

Baxter F. Phillips, Jr. 45,105,213$

J. Christopher Adkins 11,127,614

Mark A. Clemens 8,753,422

Michael K. Snelling 6,035,811

Eric Tolbert 4,987,434

M. Shane Harvey 4,445,309

John M. Poma 3,399,697

Steve E. Sears 4,590,501

David W. Owings 1,859,596

Subtotal 90,304,597

Non‐employee Directors

James B. Crawford 2,320,936

Richard H. Foglesong 2,084,456

Richard M. Gabrys 1,722,138

Robert B. Holland, III 1,124,291

Bobby R. Inman 4,983,189

Dan R. Moore 4,532,445

Stanley C. Suboleski 1,437,338

Linda J. Welty 1,209,339

Subtotal 19,414,133

Don L. Blankenship 86,263,494

Total 195,982,224$


A. Executive Officers

2010 Compensation. For 2010 Compensation for each Executive Officer, Cypress considered salary, bonus, non-equity incentive plan compensation, and all other compensation as disclosed in MEC’s Form 10-K/A filed April 14, 2011 (the “MEC 10-K/A”).12 To avoid double counting, Cypress ignored equity-based compensation received in 2010 because the value of such awards is included later in the analysis.

2010 Compensation

Non‐Equity

Incentive

Salary and Plan All Other

Executive Officers Bonus Compensation Compensation Total

Baxter F. Phillips, Jr. 1,053,294$ 262,990$ 43,728$ 1,360,012$

J. Christopher Adkins 849,500 87,537 19,907 956,944

Mark A. Clemens 712,500 279,393 18,414 1,010,307

Michael K. Snelling 571,000 105,222 16,471 692,693

Eric Tolbert 314,597 43,768 10,003 368,368

M. Shane Harvey Not disclosed Not disclosed Not disclosed Not disclosed

John M. Poma Not disclosed Not disclosed Not disclosed Not disclosed

Steve E. Sears Not disclosed Not disclosed Not disclosed Not disclosed

David W. Owings Not disclosed Not disclosed Not disclosed Not disclosed

Total 3,500,891$ 778,910$ 108,523$ 4,388,324$

Source: MEC Form 10‐K/A, page 32. Excludes equity‐based compensation.


Change-in-Control Severance Payments. Change-in-control severance payments are disclosed in the Joint proxy statement/prospectus dated April 29, 2011 (the “Definitive Proxy Statement”) which details for each executive officer lump sum cash severance, other cash payments, continuation of medical and dental benefits, and other welfare benefit continuation.13 The disclosure assumes that the effective date of the Merger is June 30, 2011 and that each executive is terminated by Alpha and MEC “for any reason other than cause” or on account of a “constructive termination associated with a change in control” at that date, such that the change-in-control provisions are triggered.14

Change in Control Severance Payments (1)

Continuation Other

Lump Sum of Welfare

Cash Other Cash Med/Dental Benefit

Executive Officers Severance Payments Benefits Continuation Total

Baxter F. Phillips, Jr. 8,000,000$ 210,000$ 22,536$ $302/month (2) 8,232,536$

J. Christopher Adkins 3,375,000 10,000 33,936 ‐ 3,418,936

Mark A. Clemens 2,475,000 ‐ 33,936 ‐ 2,508,936

Michael K. Snelling 1,850,000 ‐ 33,936 ‐ 1,883,936

Eric Tolbert 1,089,160 ‐ 33,936 ‐ 1,123,096

M. Shane Harvey 1,212,500 107,500 33,936 ‐ 1,353,936

John M. Poma 670,000 57,500 33,936 ‐ 761,436

Steve E. Sears 730,000 75,000 33,936 ‐ 838,936

David W. Owings 204,585 10,000 33,936 ‐ 248,521

Total 19,606,245$ 470,000$ 294,024$ 20,370,269$

(1) Source: Definitive Proxy Statement, page 119.

(2) Excluded from totals.


Long-Term Incentive Compensation. Payments under MEC’s long-term incentive plans are also disclosed in the Definitive Proxy Statement. The disclosure assumes that the effective date of the Merger is April 11, 2011 and that all outstanding awards are exercised and/or cashed out as of the effective time of the Merger.15 The analysis assumes a MEC equivalent share price of $70.239 on April 11, 2011.16

Long‐Term Incentive Compensation

Aggregate Aggregate Aggregate Aggregate

Spread for All Value of All Value of All Value of All

Outstanding Outstanding Outstanding Outstanding

Stock Restricted Restricted Cash

Executive Officers Options Stock Stock Units Incentives Total

Baxter F. Phillips, Jr. 1,848,851$ 2,358,345$ 1,503,325$ ‐$ 5,710,521$

J. Christopher Adkins 562,343 1,103,595 700,072 1,050,000 3,416,011

Mark A. Clemens 527,572 716,578 453,252 750,000 2,447,402

Michael K. Snelling 516,524 366,788 232,070 450,000 1,565,382

Eric Tolbert 263,742 305,610 193,368 375,000 1,137,720

M. Shane Harvey 316,539 366,788 232,070 450,000 1,365,396

John M. Poma 433,242 313,758 198,636 375,000 1,320,636

Steve E. Sears 1,444,378 305,610 193,368 375,000 2,318,356

David W. Owings 158,287 183,324 116,035 225,000 682,646

Total 6,071,479$ 6,020,395$ 3,822,196$ 4,050,000$ 19,964,070$

Source: Definitive Proxy Statement, page 121.


Retirement Plans. MEC executive officers have accumulated retirement benefits under two plans: the Massey Energy Retirement Plan (“MERP”) and the A.T. Massey Coal Company Supplemental Benefit Plan (“SERP”). 17 In addition, upon a change-in-control, certain executive officers are entitled to an enhanced SERP benefit.18 The details are disclosed in the MEC Form 10-K/A and the Definitive Proxy Statement. 19 The disclosure assumes that the effective date of the Merger is December 31, 2010 and that each executive is terminated by Alpha and MEC “for any reason other than cause” or on account of a “constructive termination associated with a change in control” at that date, such that the change-in-control provisions are triggered.20

Retirement Plans

MERP (1) SERP (2)

Present Value Present Value Present Value

of of of

Accumulated Accumulated Enhanced

MERP SERP SERP

Executive Officers Benefit Benefit Benefit Total

Baxter F. Phillips, Jr. 1,264,340$ 4,571,367$ 7,760,204$ 13,595,911$

J. Christopher Adkins 388,820 264,344 412,512 1,065,676

Mark A. Clemens 324,797 63,258 ‐ 388,055

Michael K. Snelling 44,598 309,674 ‐ 354,272

Eric Tolbert 264,535 ‐ ‐ 264,535

M. Shane Harvey Not disclosed 86,026 ‐ 86,026

John M. Poma Not disclosed 148,597 ‐ 148,597

Steve E. Sears Not disclosed ‐ ‐ ‐

David W. Owings Not disclosed ‐ ‐ ‐

Total 2,287,090$ 5,443,266$ 8,172,716$ 15,903,072$

(1) Source: MEC Form 10‐K/A, page 48. As of December 31, 2010.

(2) Source: Definitive Proxy Statement, page 123.


Deferred Compensation. MEC executive officers may participate in the Massey Executive Deferred Compensation plan. Accumulated balances as of December 21, 2010 are disclosed in the MEC Form 10-K/A.21

Deferred Compensation

Aggregate

Executive Officers Balance

Baxter F. Phillips, Jr. 204,746$

J. Christopher Adkins 111,334

Mark A. Clemens 125,604

Michael K. Snelling 68,763

Eric Tolbert 46,397

M. Shane Harvey Not disclosed

John M. Poma Not disclosed

Steve E. Sears Not disclosed

David W. Owings Not disclosed

Total 556,844$

Source: MEC Form 10‐K/A, page 49. As of December 31, 2010.


MEC Shares and Options. Beneficial holdings of MEC shares by the executive officers are disclosed in the MEC Form 10-K/A and SEC Form 4s filed by the individuals. The MEC disclosure is as of April 11, 2011.22 Cypress valued the MEC share holdings at a MEC equivalent share price of $70.239, consistent with the share price assumed in the Definitive Proxy Statement for calculating the value of equity-based long-term incentive compensation.23 In performing its analysis, Cypress observed that the executive officers as a group had engaged in substantial selling of MEC shares, particularly after the announcement of the Merger. As part of its analysis, Cypress has reviewed the Form 4 filings made by each executive officer since April 5, 2010, the date of the explosion at the Upper Big Branch mine, and has aggregated the value of all sales of MEC shares since then, net of any exercise price paid upon the exercise of MEC options during the same period.

MEC Shares and Options

Aggregate

Aggregate Value of

Value of Sales Since

Current Explosion at

Executive Officers Holdings (1) UBB Mine (2) Total

Baxter F. Phillips, Jr. 10,276,247$ 5,725,240$ 16,001,487$

J. Christopher Adkins 1,515,477 643,237 2,158,714

Mark A. Clemens 1,172,219 1,100,898 2,273,117

Michael K. Snelling 965,435 505,330 1,470,765

Eric Tolbert 511,551 1,535,767 2,047,318

M. Shane Harvey 615,364 1,024,587 1,639,951

John M. Poma 515,484 653,544 1,169,028

Steve E. Sears 1,352,452 80,758 1,433,210

David W. Owings 660,387 268,042 928,429

Total 17,584,615$ 11,537,403$ 29,122,018$

(1) Source: MEC Form 10‐K/A, page 64, and SEC Form 4s.

(2) Net of exercise price paid. Source: SEC Form 4s.


Summary. In the aggregate, the total payouts and committed payments from 2010 through consummation of the Merger for each executive officer are summarized below:

Aggregate

Executive Officers Value

Baxter F. Phillips, Jr. 45,105,213$

J. Christopher Adkins 11,127,614

Mark A. Clemens 8,753,422

Michael K. Snelling 6,035,811

Eric Tolbert 4,987,434

M. Shane Harvey 4,445,309

John M. Poma 3,399,697

Steve E. Sears 4,590,501

David W. Owings 1,859,596

Total 90,304,597$


A. Non-employee Directors 2010 Compensation. Director’s fees and other compensation for the MEC non-employee directors are detailed in the MEC Form 10-K/A.24 To avoid double counting, Cypress ignored equity-based compensation received in 2010 because the value of such awards is included later in the analysis.

2010 Compensation

Fees Earned or All Other

Non‐employee Directors Paid in Cash Compensation Total

James B. Crawford 191,600$ 2,710$ 194,310$

Richard H. Foglesong 238,600 2,223 240,823

Richard M. Gabrys 200,600 1,847 202,447

Robert B. Holland, III 162,800 471 163,271

Bobby R. Inman 234,866 5,843 240,709

Dan R. Moore 225,600 3,696 229,296

Stanley C. Suboleski 148,600 1,960 150,560

Linda J. Welty 160,800 643 161,443

Total 1,563,466$ 19,393$ 1,582,859$

Source: MEC Form 10‐K/A, page 62. Excludes equity‐based compensation.


Long-Term Incentive Compensation. Payments under MEC’s long-term incentive plans to the non-employee directors are also disclosed in the Definitive Proxy Statement. The disclosure assumes that the effective date of the Merger is April 11, 2011 and that all outstanding awards are exercised and/or cashed out as of the effective time of the Merger.25 The analysis assumes a MEC equivalent share price of $70.239 on April 11, 2011.26

Long‐Term Incentive Compensation

Aggregate

Aggregate Aggregate Aggregate Value of All

Spread for All Value of All Value of All Outstanding

Outstanding Outstanding Outstanding Deferred

Stock Restricted Restricted Director Stock

Non‐employee Directors Options Stock Stock Units Units Total

James B. Crawford ‐$ 615,926$ ‐$ ‐$ 615,926$

Richard H. Foglesong ‐ 475,378 ‐ ‐ 475,378

Richard M. Gabrys ‐ 332,933 ‐ ‐ 332,933

Robert B. Holland, III 113,446 341,432 164,710 ‐ 619,588

Bobby R. Inman ‐ 1,534,722 ‐ 639,680 2,174,402

Dan R. Moore 125,245 975,690 ‐ 1,295,726 2,396,661

Stanley C. Suboleski ‐ 399,379 28,868 ‐ 428,247

Linda J. Welty ‐ 441,593 164,710 ‐ 606,303

Total 238,691$ 5,117,052$ 358,289$ 1,935,406$ 7,649,437$

Source: Definitive Proxy Statement, page 122.


MEC Shares and Options. Beneficial holdings of MEC shares by non-executive employees are disclosed in the MEC Form 10-K/A and SEC Form 4s filed by the individuals. The MEC disclosure is as of April 11, 2011.27 Cypress valued the MEC share holdings at a MEC equivalent share price of $70.239, consistent with the share price assumed in the Definitive Proxy Statement for calculating the value of cashed-out equity-based long-term incentive compensation.28 In performing its analysis, Cypress observed that one of the non-employee directors engaged in selling of MEC shares after the announcement of the Merger. As part of its analysis, Cypress has reviewed the Form 4 filings made by each non-employee director since April 5, 2010, the date of the explosion at the Upper Big Branch mine, and has aggregated the value of all sales of MEC shares since then, net of any exercise price paid upon the exercise of MEC options during the same period.


Aggregate

Aggregate Value of

Value of Sales Since

Current Explosion at

Non‐employee Directors Holdings (1) UBB Mine (2) Total

James B. Crawford 1,510,700$ ‐$ 1,510,700$

Richard H. Foglesong 1,368,256 ‐ 1,368,256

Richard M. Gabrys 1,186,758 ‐ 1,186,758

Robert B. Holland, III 341,432 ‐ 341,432

Bobby R. Inman 2,568,078 ‐ 2,568,078

Dan R. Moore 1,672,812 233,676 1,906,488

Stanley C. Suboleski 858,531 ‐ 858,531

Linda J. Welty 441,593 ‐ 441,593

Total 9,948,160$ 233,676$ 10,181,836$

(1) Source: MEC Form 10‐K/A, page 64.

(2) Net of exercise price paid. Source: SEC Form 4s.


Summary. The aggregate value of all the payouts and committed payments from 2010 through consummation of the Merger for each non-employee director is summarized below:

Aggregate

Non‐employee Directors Value

James B. Crawford 2,320,936$

Richard H. Foglesong 2,084,456

Richard M. Gabrys 1,722,138

Robert B. Holland, III 1,124,291

Bobby R. Inman 4,983,189

Dan R. Moore 4,532,445

Stanley C. Suboleski 1,437,338

Linda J. Welty 1,209,339

Total 19,414,133$


B. Blankenship 2010 Compensation. For 2010 Compensation for Don Blankenship, Cypress considered salary, bonus, non-equity incentive plan compensation, and all other compensation as disclosed in the MEC 10-K/A29. To avoid double counting, Cypress ignored equity-based compensation received in 2010 because the value of such awards is included later in the analysis.

2010 Compensation

Non‐Equity

Incentive

Salary and Plan All Other

Bonus Compensation Compensation Total

Don L. Blankenship 1,200,000$ 7,382,878$ 459,437$ 9,042,315$

Source: Form 10‐K/A, page 32. Excludes equity‐based compensation.


Severance and Post-Employment Payments. The MEC Form 10-K/A details severance and post-employment payments to Blankenship including lump sum cash severance; salary continuation for 120 months; continuation of medical and dental benefits; vehicle transfer; transfer of an MEC-owned residence and surrounding land, including tax gross-up; consulting fees; and payments for a secretary and office.30

Retirement Plans. During his employment, Blankenship accumulated retirement benefits under the MERP and the SERP. The details are disclosed in the MEC Form 10-K/A and are as of December 31, 2010.31

Severance and Post‐Employment Payments

Continuation

Lump Sum of Transfer of Secretary

Cash Salary Med/Dental Vehicle MEE‐owned Consulting and

Severance Continuation Benefits Transfer Residence Fees Office Total

Don L. Blankenship 12,000,000$ 1,251,522$ 11,441$ 9,800$ 632,211$ 120,000$ 137,453$ 14,162,427$

Source: MEC Form 10‐K/A, page 55.

Retirement Plans

MERP (1) SERP

Present Value Present Value Present Value

of of of

Accumulated Accumulated Enhanced

MERP SERP SERP

Benefit Benefit (1) Benefit (2) Total

Don L. Blankenship 1,217,643$ 5,884,231$ ‐$ 7,101,874$




Deferred Compensation. During the course of his employment with MEC and its predecessor, Flour Corporation, Blankenship accumulated a substantial balance of deferred compensation and accrued earnings thereon. The disclosed accumulated balance is as of December 21, 2010 and is reported in the MEC Form 10-K/A.32

Deferred Compensation

Aggregate

Balance

Don L. Blankenship 32,056,730$



MEC Shares and Options. Blankenship’s beneficial holdings of MEC shares as of April 11, 2011 are disclosed in the MEC Form 10-K/A.33 Cypress valued Blankenship’s MEC share holdings at a MEC equivalent share price of $70.239, consistent with the share price assumed in the Definitive Proxy Statement for calculating the value of cashed-out equity-based long-term incentive compensation for executive officers and non-employee directors.34 In its review of the MEC SEC filings, Cypress observed that between November 12, 2011 and April 11, 2011, Blankenship’s reported holdings of MEC shares declined by 112,241 shares, from 291,223 on November 12, 2010 to 178,982 on April 11, 2011.35 For purposes of its analysis, Cypress has assumed that Blankenship sold such 112,241 MEC shares during the period of January 31, 2011 (the first day of trading following public announcement of the Merger) and April 11, 2011, at an average price per share of $64.4742, the average closing price of MEC during that period.36 In addition, Cypress observed that the 108,333 MEC stock options reported to be held by Blankenship on December 31, 2010 were not reflected in his holdings reported as of April 11, 2011.37 For purposes of its analysis, Cypress has assumed that Blankenship exercised and sold the underlying shares of such options during the period of January 31, 2011 and April 11, 2011, at an average price per share of $64.4742, net of $3,119,408 of aggregate exercise price.38


Reported Assumed

Aggregate Agg. Value of Aggregate

Value of Sales Since Value of

Current Explosion at Sales Since

Holdings (1) UBB Mine (2) Retirement (3) Total

Don L. Blankenship 12,571,517$ 226,707$ 11,101,924$ 23,900,148$


(2) Blankenship Form 4 filed November 12, 2010

(3) Source: Blankenship Form 4 filed November 12, 2010, MEC Form 10‐K/A, pages 45 and 65, Bloomberg.

Net of exercise price paid.


Summary. In the aggregate, the value of all the payouts and committed payments from 2010 through consummation of the Merger for Don Blankenship are summarized below:

Aggregate

Value

Don L. Blankenship 86,263,494$


IV. Risk Factors Analysis

Cypress reviewed the SEC filings of Alpha and MEC for acknowledgement of significant risk factors facing creditors following consummation of the Merger. In addition, Cypress reviewed published reports by recognized, independent securities and credit analysts for identification of significant credit risk factors. Cypress found considerable credit risk post-Merger that was acknowledged by Alpha and MEC and identified by recognized, independent securities and credit analysts.

A. Review of Alpha and MEC SEC Filings Considerable credit risks that have been acknowledged in Alpha and MEC SEC filings include the following:

“Following the merger, Alpha will have significantly less cash on hand.

*** “If the actual amount of cash and cash equivalents that Alpha has on hand following the merger is less than expected, this could adversely affect Alpha’s ability to grow and to perform.” (Source: Definitive Proxy Statement, page 43.)

“Alpha’s anticipated level of indebtedness could impact its operations and liquidity, and could, during the period in which debt is outstanding, have important consequences to holders of its common stock.

“Alpha must incur additional indebtedness to acquire the shares of Massey common stock and to refinance Massey’s debt. Alpha expects, but cannot guarantee, that it will be able to make all required principal and interest payments when due.

“Alpha’s anticipated level of indebtedness could, among other things:

“cause Alpha to use a portion of its cash flow from operations for debt service rather than for its operations;

“cause Alpha to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

“cause Alpha to be more vulnerable to general adverse economic and industry conditions;”

(Source: Definitive Proxy Statement, page 46.)


“Our substantial indebtedness exposes us to various risks.”

***

“Our substantial indebtedness could have important consequences to holders of the notes. For example, it could:

“make it more difficult for us to pay or refinance our debts, including the notes, as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;

***

“cause us to use a portion of our cash flow from operations for debt service, reducing the availability of cash to fund working capital and capital expenditures, research and development and other business activities;

“cause us to be more vulnerable to general adverse economic and industry conditions;”

(Source: Alpha Preliminary Prospectus dated May 16, 2011, page S-50)

“We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.”


“Massey and Massey's directors and officers are named parties to a number of lawsuits, including various lawsuits relating to the explosion at the Upper Big Branch mine and safety conditions at Massey mines. One of Massey's employees has been indicted by a grand jury and federal charges have been filed against one of Massey's former employees, and further lawsuits may be filed against Massey and charges may also be brought against Massey and certain other of Massey's directors, officers and employees by the U.S. Attorney's Office.

***

“The outcomes of these pending and potential cases, claims, and investigations are uncertain. Depending on the outcome, these actions could have adverse financial effects or cause reputational harm to us.”


“Our mining operations are extensively regulated, which imposes significant costs on us, and future regulations or violations of regulations could increase those costs or limit our ability to produce coal.”



“Mining in Central and Northern Appalachia is more complex and involves more regulatory constraints than mining in other areas of the United States, which could affect our mining operations and cost structures in these areas.”


“Any change in coal consumption patterns by steel producers or North American electric power generators resulting in a decrease in the use of coal by those consumers could result in less demand and lower prices for our coal, which would reduce our revenues and adversely impact our earnings and the value of our coal reserves.”


“A substantial or extended decline in coal prices could reduce our revenues and the value of our coal reserves.”



B. Review of Published Reports of Recognized, Independent Securities and Credit Analysts

Credit Rating Agencies. The publications by the leading credit rating agencies highlight the considerable financial risk faced by creditors of Alpha and MEC following consummation of the Merger. On January 31, 2011, shortly after the Merger between MEC and Alpha was announced, the credit rating agency S&P placed Alpha’s BB credit rating on CreditWatch with “negative implications”.39 Similarly, Moody’s, the other premier credit rating agency, placed Alpha’s Ba2 credit rating “on review for possible downgrade”.40

The lowest “investment grade ratings” from S&P and Moody’s are BBB- and Baa3, respectively. As a consequence, Alpha’s credit ratings of BB and Ba2 are considered “speculative grade” or, more commonly, “junk”. S&P defines a BB rating as “Less vulnerable in the near-term but faces major ongoing uncertainties to adverse business, financial and economic conditions.”41 Moody’s defines a Ba rating as follows: “Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.”42 In 2010, S&P published “recovery” analyses for both MEC and Alpha, and modeled a “severe and protracted economic recession that would reduce demand from utility companies and integrated steel producers, resulting in low coal prices”. S&P found that under such a scenario MEC would experience a payment default in 2013.43 S&P found that Alpha would default in 2014.44 S&P predicted that, in such event, senior unsecured creditors of both companies should expect a recovery of between 50% to 70% (or a 30% to 50% loss).45 Notably, this estimated recovery is before the combined companies took on an additional $1 billion in debt to fund the $10 per share cash portion of the Massey merger consideration. S&P recently reiterated its cautious outlook for the combined company's creditworthiness. On May 16, 2011, S&P published ratings for Alpha's proposed offering of $1.5 billion senior unsecured notes which will partially fund the acquisition of MEC. S&P assigned the notes an issue-level rating of ‘BB’, with the rating placed on CreditWatch with negative implications, and a recovery rating of ‘3'.46 The '3' recovery rating reflects S&P's expectation of a 50% to 70% recovery (or a 30% to 50% loss) in the event of a payment default by Alpha.47 S&P explained the ‘BB’ rating as follows:

“The 'BB' rating on Alpha reflects what Standard & Poor's considers to be the combination of the company's fair business risk profile and significant financial risk profile.”48 (emphasis added).


In the report, S&P commented on the negative CreditWatch status as follows:

"The anticipated negative rating outlook reflects our view that a transaction of this size is somewhat aggressive for Alpha and presents inherent execution risks, despite Alpha's pro forma credit measures being in line with the rating given our view of its fair business risk profile. In addition, ongoing regulatory scrutiny at Massey following the collapse of its Upper Big Branch mine in West Virginia last year creates additional integration challenges."49 (emphasis added).

S&P also recently published an updated recovery analysis for the combined company. In the updated analysis, S&P described the simulated default scenario as follows:

“Our simulated default scenario contemplates a default in 2015 due to a weak macroeconomic environment that hurts global end-market demand for electricity from U.S. and Canadian power generators and U.S. and foreign steel producers. As a result, demand for both steam and metallurgical coal ebbs and coal prices fall, leading to steep declines in revenues. At the same time, our scenario contemplates an increase in operating costs. “As revenues steadily decline and margins become compressed, the company would find itself in the position of having to fund operating losses and debt service with available cash and revolving credit facility borrowings. Given the increasing strain on liquidity and capital resources, in our scenario the company reaches a point in 2015 where it cannot continue operations absent a Chapter 11 filing.”50 (emphasis added).

In addition to the ‘3’ recovery rating assigned to Alpha’s prospective issue of notes, S&P reported that, upon completion of its analysis, it expects that S&P’s forecast of recoveries for MEC’s 3.25% convertible senior notes that remain outstanding after the Merger should not fall below 30% to 50% (equivalent to losses of 50% to 70%), consistent with a ‘4’ recovery rating,51 reflecting even more risk for creditors at the MEC level. Securities Analysts. Recognized independent securities analysts that follow Alpha and MEC have published significant concerns regarding risks facing the combined company:

BUT, we believe there are challenges with this transaction from an ANR shareholder’s perspective…

*** 2) ANR is acquiring assets that have a long history of challenges, much of which has been (and will continue to be), driven by geology…i.e. it doesn’t matter who owns these assets in our view. 3) This transaction is happening during a time of unprecedented pricing strength in metallurgical coal (i.e. much closer to a peak than a trough obviously).


1 Bloomberg, Massey Sets Aside $78 Million for Accident Settlements, May 10, 2011. 2 MEC News Releases dated May 2, 2011, February 1, 2011, October 6, 2010, and July 27, 2010; BNET, Massey Energy: A Year After Workers Died, the Violations Keep Stacking Up, May 5, 2011. 3 MEC News Release dated November 22, 2010. 4MEC News Release dated December 3, 2010. 5 Definitive Proxy Statement, page 84. 6 Definitive Proxy Statement, page 84. 7 Standard & Poor’s, Alpha Natural Resources Ratings Placed on Watch Negative On Planned Acquisition Of Massey, January 31, 2011. 8 Moody’s Investor Service, Moody’s reviews Alpha Natural’s rating for possible downgrade, January 31, 2011. 9 Standard & Poor’s, Alpha Natural Resources’ $1.5 Bil. Notes, To Fund Massey Acquisition, Rated ‘BB’, On Watch Negative; Recovery Rating ‘3’, May 16, 2011. 10Standard & Poor’s, Alpha Natural Resources’ $1.5 Bil. Notes, To Fund Massey Acquisition, Rated ‘BB’, On Watch Negative; Recovery Rating ‘3’, May 16, 2011, page 2. 11 Standard & Poor’s, Alpha Natural Resources Inc’s Recovery Rating Profile, May 18, 2011, page 8. 12 MEC Form 10-K/A, page 32. 13 Definitive Proxy Statement, page 119. 14 Definitive Proxy Statement, page 119. 15 Definitive Proxy Statement, page 121. 16 Definitive Proxy Statement, page 121. 17 MEC Form 10-K/A, pages 47 and 48. 18 Definitive Proxy Statement, page 122. 19 MEC Form 10-K/A, page 48. 20 Definitive Proxy Statement, page 123. 21 MEC Form 10-K/A, page 49. 22 MEC Form 10-K/A, page 64. 23 Definitive Proxy Statement, page 121. 24 MEC Form 10-K/A, page 32. 25 Definitive Proxy Statement, page 122. 26 Definitive Proxy Statement, page 122. 27 MEC Form 10-K/A, page 64. 28 Definitive Proxy Statement, page 122. 29 MEC Form 10-K/A, page 32. 30 MEC Form 10-K/A, page 55. 31 MEC Form 10-K/A, page 48. 32 MEC Form 10-K/A, page 49. 33 MEC Form 10-K/A, page 64. 34 Definitive Proxy Statement, pages 121 and 122. 35 Don L. Blankenship Form 4 filed November 12, 2010, MEC Form 10-K/A, page 64. 36 Source: Bloomberg. 37 MEC Form 10-K/A, pages 45 and 64. 38 MEC Form 10-K/A, page 45. 39 39 Standard & Poor’s, Alpha Natural Resources Ratings Placed on Watch Negative On Planned Acquisition Of Massey, January 31, 2011. 40 Moody’s Investor Service, Moody’s reviews Alpha Natural’s rating for possible downgrade, January 31, 2011. 41 Standard & Poor’s website, Credit Ratings Definitions and FAQs. 42 Moody’s Investors Service, Moody's Rating Symbols & Definitions, June 2009, page 8. 43 Standard & Poor’s, Massey Energy Co.’s Recovery Rating Profile, July 2, 2010, page 3. 44 Standard & Poor’s, Alpha Natural Resources, Inc’s Recovery Rating Profile, May 7, 2010, page 4. 45 Standard & Poor’s, Massey Energy Co.’s Recovery Rating Profile, July 2, 2010, page 2; Standard & Poor’s, Alpha Natural Resources, Inc’s Recovery Rating Profile, May 7, 2010, page 2. 46 Standard & Poor’s, Alpha Natural Resources’ $1.5 Bil. Notes, To Fund Massey Acquisition, Rated ‘BB’, On Watch Negative; Recovery Rating ‘3’, May 16, 2011, page 2.


47 Standard & Poor’s, Alpha Natural Resources’ $1.5 Bil. Notes, To Fund Massey Acquisition, Rated ‘BB’, On Watch Negative; Recovery Rating ‘3’, May 16, 2011, page 2. 48 Standard & Poor’s, Alpha Natural Resources’ $1.5 Bil. Notes, To Fund Massey Acquisition, Rated ‘BB’, On Watch Negative; Recovery Rating ‘3’, May 16, 2011, page 3. 49 Standard & Poor’s, Alpha Natural Resources’ $1.5 Bil. Notes, To Fund Massey Acquisition, Rated ‘BB’, On Watch Negative; Recovery Rating ‘3’, May 16, 2011, page 3. 50 Standard & Poor’s, Alpha Natural Resources Inc’s Recovery Rating Profile, May 18, 2011, page 5. 51 Standard & Poor’s, Alpha Natural Resources Inc’s Recovery Rating Profile, May 18, 2011, page 8.

Privileged & Confidential May 19, 2011 Privileged & Confidential

Exhibit A: List of Documents Considered


CYPRESS ASSOCIATES LLC 2 Privileged & Confidential

Wall Street Equity Research

1. Bank of America/Merrill Lynch, Coal, “High Yield Coal Weekly,” 5/16/11 2. Credit Suisse, Alpha Natural Resources, “Paying up for Reserves . . . ANR Buying MEE,”

1/30/11 3. Credit Suisse, Alpha Natural Resources, “Good Strategic Deal, But NewCo Looks A Bit

Expensive; Conf Call Follow‐Up,” 1/31/11 4. Deutsche Bank, Alpha Natural Resources, “ANR to create leading met co; cash/equity

split surprises,” 1/30/11 5. Deutsche Bank, North American Coal, “ANR acquires MEE; transaction highlights,”

1/31/11 6. Jefferies & Company, Alpha Natural Resources, “ANR‐MEE: Combination Made in

Virginia with a View of the World,” 1/31/11 7. Jefferies & Company, Alpha Natural Resources, “ANR‐MEE: Additional Observations

After Investor Call,” 1/31/11 8. Macquarie (USA) Equities Research, Alpha Natural Resources, “MEE Deal Creates Met

Powerhouse,” 1/31/11 9. Morgan Stanley, Alpha Natural Resources, “Initial Views on Offer to Acquire Massey

Energy,” 1/30/11 10. Credit Suisse, Metals & Mining Primer, 1/13/11 11. Credit Suisse, U.S. Coal Sector, “Look Beyond the Near‐term Build,” 12/7/10 12. Deutsche Bank, North American Coal, “Initiate PCX & WLT with Buy; Downgrade ACI to

Hold,” 1/11/11 13. Morgan Stanley, Coal, “Met‐levered Names Offer Near‐term Upside; Thermal Coal Could

be Next to Benefit,” 1/6/11 14. Morgan Stanley, Coal, “Low‐Cost Thermal Coal Growth Is Our Key Investment Theme for

2011,” 12/8/10 15. BB&T Capital Markets, Massey Energy Company, “The Swan Song as a Stand‐Alone

Company,” 5/4/11 16. BB&T Capital Markets, Massey Energy Company, “MEE: Blankenship Retirement

Removes Potential Deal Hurdle,” 12/6/10 17. Brean Murray Carret & Co, Massey Energy Company, “Slight 4Q10 Miss, But 2011

Guidance Maintained ‐ Uneventful Quarter In Light Of Recent Merger Announcement With Alpha,” 2/2/11

18. Brean Murray Carret & Co, Massey Energy Company, “4Q10 Miss, But 2011 Guidance Intact ‐ Maintaining Hold Rating,” 2/3/11

19. Brean Murray Carret & Co, Massey Energy Company, “Disappointing 1Q11 Results On Higher Costs,” 5/3/11

20. Brean Murray Carret & Co, Massey Energy Company, “Merger With Alpha Expected To Close In June – Maintaining Hold,” 5/4/11

21. Brean Murray Carret & Co, Massey Energy Company, “It's Official: Massey Announces Formal Review of Strategic Options,” 11/23/10


22. Brean Murray Carret & Co, Massey Energy Company, “Massey Announces Retirement of CEO Don Blankenship – Implications for Massey’s Future,” 12/6/10

23. Bank of America/Merrill Lynch, Convertible Focus, “Evaluating MEE and ANR coverts in M&A,” 1/31/11

24. Credit Suisse, Massey Energy Company, “Lowering Q4 On Another Volume Shortfall,” 1/5/11

25. Credit Suisse, Massey Energy Company, “No Change To Outlook; Updating TP To Reflect ANR Deal,” 2/2/11

26. Credit Suisse, Massey Energy Company, “Huge Q1 Miss on Lower Met Prices, Production, and Higher Costs; Full‐Year Cuts On The Way,” 5/2/11

27. Credit Suisse, Massey Energy Company, “Lowering Stand Alone Estimates Following Weak Quarter,” 5/3/11

28. Jefferies & Company, Massey Energy Company, “Q4 Tough as Indicated ‐ Reaffirm Buy Rating,” 2/2/11

29. Jefferies & Company, Massey Energy Company, “Q4 Tough as Indicated ‐ Reaffirm Buy Rating,” 2/3/11

30. Jefferies & Company, Massey Energy Company, “Cost Pressures as Massey Moves Towards Closure,” 5/3/11

31. Jefferies & Company, Massey Energy Company, “MEE: Blankenship's Resignation Ushers a New Era, But for How Long?,” 12/6/10

32. J.P. Morgan, Massey Energy Company, “A little more coking coal is withdrawn from the market. Production/sales targets missed: Negative ‐ ALERT,” 1/5/11

33. J.P. Morgan, Massey Energy Company, “Wrap Q4'10: Engaged to Alpha and awaiting the FTC's blessing,” 2/4/11

34. J.P. Morgan, Massey Energy Company, “Quick Q1'11: Big Miss before ANR Management Takes Over; Should Recover in H2 ‐ ALERT,” 5/2/11

35. J.P. Morgan, Massey Energy Company, “It's Official; a Committee Will Review Options. ‐ ALERT,” 11/23/10

36. J.P. Morgan, Massey Energy Company, “CEO to step down ‐ ALERT,” 12/6/10 37. Macquarie (USA) Equities Research, Massey Energy Company, “Expected weak quarter,

better 2011?,” 2/3/11 38. Macquarie (USA) Equities Research, Massey Energy Company, “Cost and Volume

Pressure at MEE to Reduce Deal Accretion for ANR,” 5/3/11

Credit Research

1. Moody’s, Alpha Natural Resources, “Moody’s reviews Alpha Natural’s ratings for possible downgrade,” 1/31/11

2. Moody’s, Massey Energy Co, “Moody’s says that Massey’s ratings are likely to be withdrawn,” 1/31/11

3. Standard & Poor’s, Alpha Natural Resources, “Research Update: Alpha Natural Resources Ratings Placed On Watch Negative On Planned Acquisition Of Massey,” 1/31/11


4. Standard & Poor’s, Alpha Natural Resources, “Recovery Report: Alpha Natural Resources Inc.'s Recovery Rating Profile,” 5/7/10

5. Standard & Poor’s, Alpha Natural Resources, “Research Update: Alpha Natural Resources' $1.5 Bil. Notes, To Fund Massey Acquisition, Rated 'BB', On Watch Negative; Recovery Rating '3',” 5/16/11

6. Standard & Poor’s, Alpha Natural Resources, “Recovery Report: Alpha Natural Resources Inc.'s Recovery Rating Profile,” 5/18/11

7. Standard & Poor’s, Alpha Natural Resources, “Alpha Natural Resources Inc.,” 10/7/10 8. Standard & Poor’s, Alpha Natural Resources, “Summary: Alpha Natural Resources Inc.,”

10/7/10 9. Standard & Poor’s, “Industry Report Card: North American Metals And Mining

Companies Slowly Chisel Their Way Toward A Full Recovery‐‐And Better Credit Quality,” 1/24/11

10. Standard & Poor’s, “CreditStats: Coal & Consumable Fuels‐‐U.S,” 8/20/10 11. Standard & Poor’s, Massey Energy Co., “Research Update: Massey Energy Co. Ratings

Remain On CreditWatch Developing Pending Possible Sale Or Merger,” 3/29/11 12. Standard & Poor’s, Massey Energy Co., “Recovery Report: Massey Energy Co.'s Recovery

Rating Profile,” 7/2/10 13. Standard & Poor’s, Massey Energy Co., “Massey Energy Co.,” 9/29/10 14. Standard & Poor’s, Massey Energy Co., “Research Update: Massey Energy Co. 'BB‐'

Rating Placed On Watch Developing,” 12/19/10 15. Moody’s Rating Symbols & Definition, June 2009

SEC Filings

1. Massey Energy Co 3/31/11 Form 10Q 2. Massey Energy Co 2010 Form 10K 3. Massey Energy Co 2010 Form 10K/A filed on 4/19/11 4. Massey Energy Co Form DEFM14A filed on 4/29/11 5. Massey Energy Co Form 4 of Adkins filed on 4/5/11 6. Massey Energy Co Form 4 of Adkins filed on 11/12/10 7. Massey Energy Co Form 4 of Moore filed on 2/18/11 8. Massey Energy Co Form 4 of Clemens filed on 4/5/11 9. Massey Energy Co Form 4 of Clemens filed on 11/12/10 10. Massey Energy Co Form 4 of Clemens filed on 6/14/10 11. Massey Energy Co Form 4 of Snelling filed on 4/5/11 12. Massey Energy Co Form 4 of Snelling filed on 3/25/11 13. Massey Energy Co Form 4 of Snelling filed on 2/16/11 14. Massey Energy Co Form 4 of Snelling filed on 11/12/10 15. Massey Energy Co Form 4 of Tolbert filed on 3/28/11 16. Massey Energy Co Form 4 of Tolbert filed on 3/25/11 17. Massey Energy Co Form 4 of Tolbert filed on 2/18/11


18. Massey Energy Co Form 4 of Tolbert filed on 2/16/11 19. Massey Energy Co Form 4 of Tolbert filed on 2/9/11 20. Massey Energy Co Form 4 of Tolbert filed on 11/12/10 21. Massey Energy Co Form 4 of Blankenship filed on 11/12/10 22. Massey Energy Co Form 4 of Owings filed on 3/7/11 23. Massey Energy Co Form 4 of Owings filed on 2/16/111 24. Massey Energy Co Form 4 of Poma filed on 4/5/11 25. Massey Energy Co Form 4 of Poma filed on 3/28/11 26. Massey Energy Co Form 4 of Poma filed on 2/18/11 27. Massey Energy Co Form 4 of Poma filed on 1/5/11 28. Massey Energy Co Form 4 of Poma filed on 12/27/10 29. Massey Energy Co Form 4 of Poma filed on 11/24/10 30. Massey Energy Co Form 4 of Poma filed on 11/12/10 31. Massey Energy Co Form 4 of Shane filed on 4/5/11 32. Massey Energy Co Form 4 of Shane filed on 3/7/11 33. Massey Energy Co Form 4 of Shane filed on 11/12/10 34. Massey Energy Co Form 4 of Sears filed on 1/5/11 35. Massey Energy Co Form 4 of Sears filed on 11/12/10 36. Massey Energy Co Form 4 of Sears filed on 1/24/11 37. Massey Energy Co Form 4 of Phillips filed on 3/25/11 38. Massey Energy Co Form 4 of Phillips filed on 2/18/11 39. Massey Energy Co Form 4 of Phillips filed on 2/16/11 40. Massey Energy Co Form 4 of Phillips filed on 12/7/10 41. Massey Energy Co Form 4 of Phillips filed on 11/12/10 42. Alpha Natural Resources, Inc. Form 424B5 filed on 5/16/11

Other Documents

1. “Massey Sets Aside $78 Million for Accident Settlements,” Bloomberg, 5/10/11 2. Alpha Natural Resources and Massey Energy Investor Presentation, “Alpha + Massey:

Creating an Industry Leader,” 1/31/11

Privileged & Confidential May 19, 2011

Exhibit B: Jeffrey S. Martin Curriculum Vitae



Jeffrey S. Martin Curriculum Vitae

Mr. Martin is a senior investment banker at Cypress Associates LLC, providing strategic and financial advice to corporations, financial institutions and professional investors during nearly a thirty year Wall Street career. Mr. Martin has a broad range of transaction experience, and has served clients in several industries, including energy, media, healthcare, food, consumer and technology. Mr. Martin has executed, both as a principal and an advisor, acquisition and divestiture transactions; financial restructurings, through bankruptcy as well as out-of-court; and public and private financings, including offerings of debt, equity and mezzanine securities. In addition, Mr. Martin is well-versed in all aspects of corporate governance, having served on the board of directors of more than a dozen private companies. While at Cypress, Mr. Martin has provided litigation consulting services in a variety of matters involving securities issuance and mergers and acquisitions. As an investment banker, Mr. Martin has experience in several sectors of the energy industry, including natural gas transportation, petroleum, geothermal and coal. His energy clients have included Gulf Corporation, Pennzoil, MidCon Corporation, California Energy Company, Tesoro Petroleum, Entex, Cabot Corporation, Celeron Corporation and Transco Exploration Partners. Mr. Martin has been active in several segments of the healthcare industry, including research tools, pharmaceuticals, biotechnology, and managed care. His clients in this segment have included Baxter, PerkinElmer, Packard BioScience, and Preferred Healthcare. In the wholesale and distribution sector, Mr. Martin has extensive experience, both as an advisor as well as a principal. Distribution clients of Mr. Martin have included Bergen Brunswig, a pharmaceutical wholesaler; The Fleming Cos., a grocery wholesaler; Sysco and White Swan, food services distributors; and Avnet, a distributor of electronic components. As a principal, he had responsibility for managing a private equity and mezzanine investment in EMCO Sales and Service, a wholesaler of office supplies, and served on its board of directors. In the media sector, Mr. Martin has worked extensively in marketing services, especially audience measurement and consumer purchasing and behavior research. Clients have included The NPD Group and its affiliate MediaMetrix. In the consumer sector, Mr. Martin has both advisory and principal experience with retailers, as well as packaged food and apparel manufacturers. Notable transactions include the sale of Del Monte Foods Company to Texas Pacific Group and the sale of Safeway to KKR. As a principal in this sector, Mr. Martin had oversight over investments in Del Monte Foods Company, Big Yank and Gotcha, and sat on the board of directors of each company. Mr. Martin has considerable experience in certain segments of the technology sector, most notably with manufacturers of electronic equipment and related components. Mr. Martin’s clients in this sector have included Sanmina, Merix, Viasysytems and PSI Technologies. As a


principal, Mr. Martin oversaw technology-related investments in Code-A-Phone, Yorx Electronics and SPD Technologies, and served on each company’s board of directors. During his tenure at Cypress, Mr. Martin has provided litigation consulting services in the following matters: In re HealthSouth Securities Litigation; Minneapolis Firefighters Relief Association v. Ceridian Corp., et al.; Crossroads Systems, Inc. v. S.G. Cowen, LLC, et al.; Police & Fire Retirement System of the City of Detroit and the General Retirement System of the City of Detroit v. Yahoo! Inc., et al.; In re Musicland Holding Corp.; High Voltage Engineering Corporation, et al., v. Jefferies & Co., Inc.; Louisiana Municipal Employees’ Retirement System v. Tilman J. Fertitta, et al. (Landry’s); Police & Fire Retirement System of the City of Detroit v. NetApp Inc., et al. (Data Domain); In re The DirecTV Group, Inc. Shareholder Litigation; San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc., et al; In re ACS Shareholders Litigation; In re Refco, Inc. Securities Litigation; Minneapolis Firefighters’ Relief Association v. Guillermo Amore, et al (Terremark); Melvin D. Spencer v. Patrick J. Moore, et al (Smurfit-Stone); and In re Emergency Medical Services Corporation Shareholder Litigation. In the course of his litigation services activities at Cypress, Mr. Martin has been deposed as an expert witness. In addition, as part of his principal and advisory activities, Mr. Martin has been deposed on numerous occasions in civil actions, bankruptcy cases and criminal investigations. He has also testified in court in a recent civil litigation. In addition to the foregoing, Mr. Martin has represented shareholders of public companies in contested change of control matters in which corporate governance matters were at issue. These situations include the sale of Ceridian to a private equity group led by Thomas H. Lee, the proposed sale of Yahoo! to Microsoft, the proxy fight waged by Carl Icahn against Amylin, the sale of Data Domain to EMC following Data Domain’s agreement to be sold to NetApp, the spin-off/merger of Liberty Entertainment with DirecTV, the aborted going-private transaction involving Landry’s, and the sale of Affiliated Computer Services (ACS) to Xerox. Mr. Martin joined Cypress in July 2006 from J.S. MARTIN LLC, an advisory firm formed by him in 2003. Prior to forming J.S. MARTIN LLC, Mr. Martin was a Managing Director and Head of Healthcare Investment Banking for North America at Rothschild Inc. Prior to joining Rothschild in 2001, Mr. Martin was a Partner at Thomas Weisel Partners, responsible for its east coast mergers and acquisitions practice. Prior to joining Weisel in 1999, Mr. Martin was a Managing Director at Merrill Lynch & Co., which he joined full-time in 1982 upon completion of his education. While at Merrill, Mr. Martin held senior level positions in the mergers and acquisitions, leveraged finance and merchant banking departments, including four years overseeing the wind-down of a $1 billion private equity and mezzanine portfolio. Mr. Martin received his MBA from Columbia Business School. At Columbia, Mr. Martin was on the Dean’s List, was a member of the Beta Gamma Sigma Honor Society, and was the recipient of the Thomas W. McMahon, Jr. award, given each year to a graduating student in recognition of superlative academic achievement and service to the school. Mr. Martin completed his undergraduate education at Princeton University, where he received a BSE degree in Basic Engineering.

Cypress Final Report

Documents

Transcript of Cypress Final Report