Fifty Million Uses in Designation and Number of Shares Clause

Designation and Number of Shares

Peabody Energy Corporation, a corporation organized and existing under the DGCL (the Corporation), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

Designation and Number of Shares. The series of preferred stock shall be designated as Series A Convertible Preferred Stock, with a par value of $0.01 per share (the Series A Preferred Stock), and the number of shares so authorized and designated shall be 50,000,000 (Fifty Million). At all times the Corporation will have sufficient shares authorized, and will take all actions necessary to authorize additional shares of Series A Preferred Stock, if required, in each case, to meet its obligations hereunder.