Form of Non-employee Director Initial Restricted Unit Award Agreement

MASSEY ENERGY COMPANY



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 such plan may be amended from time to time (the "Plan"), a copy of which is attached. All capitalized 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 adadadadad______ shares, hereinafter described as "Restricted Stock."



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 4 and 6 below, Participant's interest in the Restricted Units shall become transferable and nonforfeitable ("Vested") with respect to one-third of the shares of Restricted Stock on each of __________, ____, __________, ____, and __________, ____.



4. Death, Retirement or Disability . If Participant dies, retires or becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Permanently and Totally Disabled") while in the employee or service of the Company or a Subsidiary and prior to the forfeiture of the shares of Restricted Units under Paragraph 5 below, Participant's right to receive the Restricted Units shall be fully "Vested" (i.e., the restrictions on t ...