FORM OF RESTRICTED STOCK AGREEMENT

Exhibit 10.3

RESTRICTED STOCK AGREEMENT

      THIS AGREEMENT , dated                      ___, 2007 (the “ Grant Date ”), is made by and between PATRIOT COAL CORPORATION , a Delaware corporation (the “ Company ”), and the undersigned employee or other service provider of the Company or a Subsidiary (as defined below) or an Affiliate (as defined below) of the Company (the “ Grantee ”).

      WHEREAS , the Company wishes to afford the Grantee the opportunity to own shares of its $.01 par value common stock (the “ Common Stock ”);

      WHEREAS , the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

      WHEREAS , the Administrator appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the shares of Common Stock provided for herein to the Grantee, on a restricted basis, as an incentive for increased efforts during his or her term of office with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officer to grant the award;

      NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

     Whenever the following terms are used in this Agreement, they shall have the meanings specified below. Capitalized terms that are not defined in this Agreement shall have the meanings specified in the Plan.

     Section 1.1 — “ Affiliate ” means any Person that (i) is directly or indirectly controlling, controlled by, or under common control with the Company and (ii) would, together with the Company, be classified as the “service recipient” (as defined in the regulations under Code Section 409A) with respect to the Grantee. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

     Section 1.2 — “ Code ” means the Internal Revenue Code of 1986, as amended.

     Section 1.3 — “ Person ” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

     Section 1.4 — “ Plan ” means the Patriot Coal Corporation 2007 Long-Term Equity Incentive Plan, as it may be amended from time to time.

     Section 1.5 — “ Subsidiary ” means any corporation that (i) is in an unbroken chain of corporations beginning with the Company if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain and (ii) would, together with the Company, be classified as a “service recipient” (as defined in the regulations under Code Section 409A) with respect to the Grantee.

ARTICLE 2
GRANT OF RESTRICTED STOCK

     Section 2.1 — Grant of Restricted Stock . For good and valuable consideration, the Company hereby grants to the Grantee the number of restricted shares of its Common Stock (the “ Restricted Stock ”) set forth on the signature page hereof upon the terms and subject to the conditions set forth in this Agreement.

     Section 2.2 — Transfer Restrictions . At any time prior to vesting in accordance with Article 3, the shares of Restricted Stock or any interest therein cannot be directly or indirectly transferred, sold, assigned, pledged, hypothecated or otherwise disposed of. Upon vesting in accordance with Article 3, the shares of Restricted Stock shall cease to be restricted and shall become non-forfeitable, and the Grantee shall own such shares free of all restrictions otherwise imposed by this Agreement.

     Section 2.3 — No Obligation of Employment or Service . Nothing in this Agreement or in the Plan shall confer upon the Grantee any right to continue in the service of the Company or any Subsidiary or Affiliate or interfere with or restrict in any way the rights of the Company and its Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate the service of the Grantee at any time for any reason whatsoever.

ARTICLE 3
VESTING OF RESTRICTED STOCK

     Section 3.1 — Restricted Stock Vesting . Unless otherwise provided in this Agreement, the shares of Restricted Stock shall become vested and non-forfeitable on the third anniversary of the Grant Date.

     Section 3.2 — Acceleration Events . Notwithstanding anything in this Article 3 to the contrary, the shares of Restricted Stock shall become fully vested and non-forfeitable (but only to the extent the Award has not otherwise terminated) upon (i) the Grantee’s Termination of Employment due to death or Disability or (ii) a Change of Control.

     Section 3.3 — Effect of Termination of Employment . Except as otherwise provided in Section 3.2, no share of Restricted Stock shall become vested and non-forfeitable following the Grantee’s Termination of Employment, and any unvested and forfeitable share of Restricted Stock shall be immediately and automatically forfeited upon Termination of Employment.

ARTICLE 4
RECEIPT OF STOCK

     Section 4.1 — Conditions to Issuance of Stock Certificates . The shares of Common Stock deliverable hereunder may be either previously authorized but unissued shares or issued shares that have been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock granted hereunder prior to fulfillment of both of the following conditions:

     (a) The obtaining of approval or other clearance from any state or federal governmental agency that the Administrator, in its absolute discretion, determines to be necessary or advisable; and

     (b) The lapse of such reasonable period of time following the grant as the Administrator may establish from time to time for administrative convenience.

     Section 4.2 — Escrow . Upon issuance, the certificates for the shares of Restricted Stock shall be held in escrow by the Company until, and to the extent, the shares of