0000950137-05-002689 Sample Contracts

PEABODY ENERGY CORPORATION LETTERHEAD] March 1, 2005 PERSONAL AND CONFIDENTIAL
Letter Agreement • March 4th, 2005 • Peabody Energy Corp • Bituminous coal & lignite surface mining

This letter agreement (the “Letter Agreement”) will summarize the basic terms which Peabody Energy Corporation (the “Company”) believes would be appropriate to govern a continued employment relationship between you and the Company. As you know, the Company has elected you as its new President and Chief Executive Officer, to be effective January 1, 2006 (the “Effective Date”). However, the Company believes that a gradual transfer of the duties and responsibilities of the Company’s current Chief Executive Officer to you over the balance of 2005 is an essential step to ensure a smooth transition in connection with the succession of the Company’s current Chief Executive Officer.

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PEABODY ENERGY CORPORATION LETTERHEAD] March 1, 2005 PERSONAL AND CONFIDENTIAL
Letter Agreement • March 4th, 2005 • Peabody Energy Corp • Bituminous coal & lignite surface mining

This letter agreement (the “Letter Agreement”) will summarize the basic terms which Peabody Energy Corporation (the “Company”) believes would be appropriate to govern a continued employment relationship between you and the Company until such time as you would relinquish your duties and responsibilities as the Company’s Chief Executive Officer and continue as the Company’s Chairman of the Board with expanded responsibilities as set forth in the attached Amended and Restated Employment Agreement (as further described in this Letter Agreement) and thereafter.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2005 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Missouri

AGREEMENT, amended and restated as of January 1, 2006, by and between Peabody Energy Corporation, a Delaware corporation (the “Company”) and Gregory H. Boyce (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2005 • Peabody Energy Corp • Bituminous coal & lignite surface mining • Missouri

AGREEMENT, amended and restated as of January 1, 2006, by and between Peabody Energy Corporation, a Delaware corporation (the “Company”) and Irl F. Engelhardt (the “Executive”).

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