TAX SHARING AGREEMENT



                                by and between



                               Fluor Corporation

                            a Delaware corporation

                             incorporated in 1978



                                      and



                               Fluor Corporation

                            a Delaware corporation

                             incorporated in 2000







                               NOVEMBER 30, 2000

{PAGE}



                             TAX SHARING AGREEMENT



     This TAX SHARING AGREEMENT ("Agreement") is entered into as of November 30,

2000, by and between Fluor Corporation, a Delaware corporation incorporated in

1978, which shall be renamed "Massey Energy Company" in connection with the

transactions contemplated herein (together with its successors and permitted

assigns, "Parent"), Fluor Corporation, a Delaware corporation incorporated in

2000 (together with its successors and permitted assigns, "New Fluor"), and A.T.

Massey Coal Company, Inc., a Virginia corporation ("A.T. Massey").



                                  WITNESSETH



     WHEREAS, as of the date hereof, Parent is the common parent of an

affiliated group of corporations which has elected to file consolidated Federal

Income Tax Returns;



     WHEREAS, Parent and New Fluor have entered into a Distribution Agreement

setting forth the corporate transactions pursuant to which Parent will

distribute all of the outstanding shares of common stock of New Fluor to Parent

shareholders in a transaction intended to qualify as a tax-free distribution

under section 355 of the Code (as defined below);



     WHEREAS, as a result of the Transactions (as defined below), members of the

New Fluor Group and members of the Massey Group will become members of the same

affiliated group and will be members of the same affiliated group for a portion

of Parent's taxable year that includes the Distribution Date;



     WHEREAS, as a result of the Distribution, New Fluor and its subsidiaries

will cease, effective as of the day after the Distribution Date, to be members

of the affiliated group of which Parent is the common parent; and



     WHEREAS, the Companies desire to provide for and agree upon the allocation

between the parties of liabilities for Taxes (as defined below) arising prior

to, as a result of, and subsequent to the Transactions,  and to provide for and

agree upon other matters relating to Taxes.



     NOW THEREFORE, in consideration of the mutual agreements contained herein,

the parties hereby agree as follows:



     Section 1.  Definition of Terms.



          (a)  General.  For purposes of this Agreement (including the recitals

hereof), the following terms have the following meanings:



     "Accounting Cutoff Date" means, with respect to any entity, any date as of

the end of which there is a closing of the financial accounting records for such

entity.



     "Accounting Firm" shall have the meaning provided in Section 15.



                                       1

{PAGE}



     "Adjustment Request" means any formal or informal claim or request filed

with any Tax Authority, or with any administrative agency or court, for the

adjustment, refund, or credit of Taxes including (i) any amended Tax Return

claiming adjustment to the Taxes as reported on the Tax Return or, if

applicable, as previously adjusted, or (ii) any claim for refund or credit of

Taxes previously paid, including any Carryback Adjustment Request (as defined in

Section 5.04(a) hereof), any Carryover Adjustment Request (as defined in Section

5.04(b) hereof), and any Audit Adjustment Request (as defined in Section 5.04(c)

hereof).



     "Affiliate" means any entity (and its predecessors) that, directly or

indirectly, is "controlled" by the person or entity in question.  "Control"

means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a person, whether through

ownership of voting securities, by contract or otherwise.  Except as otherwise

provided herein, the term "Affiliate" shall refer to Affiliates of a person as

determined immediately after the Distribution.



     "Agreement" shall mean this Tax Sharing Agreement.



     "Audit Adjustment" means any change to a Tax Item or the Tax liability as

previously reported or reflected on a Tax Return that is required or otherwise

results from or is attributable to an audit, examination or other review of such

Tax Return by a Tax Authority, whether such audit, examination or other review

is initiated by a Tax Authority or a member of a Group.



     "Base Rate" means one-month LIBOR, as in effect from time to time and

quoted in the Wall Street Journal, Eastern Edition (or, if the Wall Street

Journal ceases to be published or ceases to publish one-month LIBOR, such other

reliable source as the parties shall mutually select), compounded quarterly on

the basis of a year of 365 or 366 (as applicable) days and actual days elapsed.



     "Carryback" means any net operating loss, net capital loss, foreign Tax,

excess Tax credit, or other Tax Item which may or must be carried back from one

Tax Period to another Tax Period under the Code or other applicable Tax Law.



     "Carryover" means any net operating loss, net capital loss, foreign Tax,

excess Tax credit or other Tax Item which may or must be carried forward from

one Tax Period to another Tax Period under the Code or other applicable Tax Law.



     "Code" means the U.S. Internal Revenue Code of 1986, as amended, or any

successor Law.



     "Companies" means Parent and New Fluor, collectively, and "Company" means

any one of Parent and New Fluor.



     "Consolidated or Combined Tax" means any Tax which applies on a basis

whereby one or more members of both Groups are consolidated or combined into a

single group (including through a unitary Tax Return), other than a

consolidation or combination in which the members of one Group are subject to

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