Non-employee Director Initial Restricted Unit Award Agreement

Exhibit 10.3

MASSEY ENERGY COMPANY

2006 STOCK AND INCENTIVE COMPENSATION PLAN (as amended and restated effective August 15, 2006)

Non-Employee Director Initial Restricted Unit Award Agreement

Restricted Units

THIS AGREEMENT dated as of the day of , , between MASSEY ENERGY COMPANY, a Delaware Corporation (the " Company" ), and (" Participant" ) is made pursuant and subject to the provisions of the Massey Energy Company 2006 Stock and Incentive Compensation Plan, as amended and restated effective August 15, 2006 (the " Plan" ), a copy of which is attached. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1. Award of Restricted Units . Pursuant to the Plan, the Committee that administers the Plan granted to Participant effective the date upon which the Agreement becomes fully executed, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of stock units, hereinafter described as " Restricted Units."

2. Restrictions . Except as provided in this Agreement, the Restricted Units are nontransferable and are subject to a substantial risk of forfeiture. 3. Vesting . Subject to Paragraph 6 and except as provided in Paragraphs 5 and 7 below, Participant' s interest in the Restricted Units shall become transferable and nonforfeitable (" Vested" ) with respect to one-fifth of the Restricted Units on March 14, [the next March 14 th following the date of grant], and with respect to any additional one-fifth of the Restricted Units on each of March 14, , March 14, ...