8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 23, 2014

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-16463	13-4004153
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

701 Market Street, St. Louis, Missouri	63101-1826
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (314) 342-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2014, under authority delegated by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Peabody Energy Corporation (the “Company”) the forms of agreements to be used in documenting the January 2, 2014 awards made pursuant to the Peabody Energy Corporation 2011 Long-Term Equity Incentive Plan (the “Plan”) were approved. Copies of the form of Non-Qualified Stock Option Agreement, Restricted Stock Agreement and Performance Units Agreement for executive officers other than Gregory H. Boyce are attached hereto as Exhibits 10.1, 10.2 and 10. 3 and incorporated by reference. The form of Non-Qualified Stock Option Agreement for Mr. Boyce is attached hereto as Exhibit 10.4 and incorporated by reference.

The forms of award agreements reflect the following significant changes from the form agreements previously filed with the SEC: (a) the award agreements now include a “double-trigger” change in control provision such that vesting is accelerated only if the executive’s employment is terminated within 12 months following a change in control, provided such termination is by the Company without cause or by the executive for good reason ; (b) the 2014 Performance Unit award metrics include a Return on Mining Assets metric at a 50% weighting to supplement and balance the total shareholder return (“TSR”) metric; (c) the 2014 Performance Units provide that the maximum payout cannot exceed 100% if TSR performance is at or above the 50^th percentile but is negative; and (d) the 2014 Performance Unit coal comparator group has been expanded to include the Market Vectors Coal Index to reflect the global nature of the Company’s business and better align comparisons between coal comparators and the S&P 500 Index (excluding financial services companies).

On April 23, 2014, the independent members of the Company's Board of Directors, upon the recommendation of the Compensation Committee, replaced Mr. Boyce’s 2014 Performance Unit award under the Plan with a new cash-settled performance unit award made outside the Plan. The new award has the same value and performance metrics as were provided for in his original 2014 Performance Unit award made under the Plan, but will be paid, to the extent earned, in cash rather than through the delivery of Company stock. A copy of the Cash-Settled Performance Units Agreement for Mr. Boyce is attached hereto as Exhibit 10.5 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards to executive officers other than Gregory H. Boyce on and after January 2, 2014).
10.2	Form of Restricted Stock Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards on and after January 2, 2014).
10.3	Form of Performance Units Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards on and after January 2, 2014).
10.4	Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards to Gregory H. Boyce on and after January 2, 2014).
10.5	Cash-Settled Performance Units Agreement effective April 25, 2014 between Peabody Energy Corporation and Gregory H. Boyce.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEABODY ENERGY CORPORATION
April 25, 2014	By:	/s/ Kenneth L. Wagner
		Name:  Kenneth L. Wagner
	Title: Vice President, General Counsel- Corporate and Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards to executive officers other than Gregory H. Boyce on and after January 2, 2014).
10.2	Form of Restricted Stock Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards on and after January 2, 2014).
10.3	Form of Performance Units Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards on and after January 2, 2014).
10.4	Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Equity Incentive Plan (effective for awards to Gregory H. Boyce on and after January 2, 2014).
10.5	Cash-Settled Performance Units Agreement effective April 25, 2014 between Peabody Energy Corporation and Gregory H. Boyce.

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EX-10.1

Exhibit 10.1

Officer NQSO Grant Agreement

2014 Award (Double-Trigger)

2011 Plan

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT (the “Agreement”), dated January 2, 2014 (the “Grant Date”), is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee of the Company or a Subsidiary (as defined below) or an Affiliate (as defined below) of the Company (“Optionee”).

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its $0.01 par value Common Stock (“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 Committee (as hereinafter defined) 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 non-qualified stock option provided for herein to the Optionee 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 officers to issue said Options;

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 I

DEFINITIONS

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

Section 1.1 -     “Adjusted Exercise Price” shall mean the Exercise Price under this Option that applies after a Change of Control for the purchase of Substitute Shares. To the extent applicable, the Adjusted Exercise Price shall be determined by the Committee pursuant to the Plan, and Sections 2.4 and 2.5 hereof.

Section 1.2 -     “Affiliate” shall mean any Person that (a) is directly or indirectly controlling, controlled by, or under common control with, the Company and (b) would, together with the Company, be classified as the “service recipient” (as defined in the regulations under Code Section 409A) with respect to the Optionee. For the 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.

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Section 1.3 -     “Cause” shall mean (a) “Cause” as defined in the Optionee’s employment agreement with the Company, if any; or (b) if the Optionee does not have an employment agreement with the Company or such agreement does not define Cause, then “Cause” as defined in the Peabody Energy Corporation Executive Severance Plan.

Section 1.4 -     “Change of Control” shall have meaning given to such term in Section 17(m) of the Plan.

Section 1.5 -     “Change of Control Price” means the lower of (a) the Fair Market Value of a share of Common Stock as of the date of the Change of Control, or (b) the price paid per share of Common Stock as part of the transaction which constitutes the Change of Control.

Section 1.6 -      “Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.7 -     “Committee” shall mean the Administrator.

Section 1.8 -     “Disability” shall have the meaning given to such term in Section 17(n) of the Plan.

Section 1.9 -     “Good Reason” shall mean (a) “Good Reason” as defined in the Optionee’s employment agreement with the Company, if any; or (b) if the Optionee does not have an employment agreement with the Company or such agreement does not define Good Reason, then “Good Reason” as defined in the Peabody Energy Corporation Executive Severance Plan.

Section 1.10 -     “Option” shall mean the non-qualified stock option to purchase Common Stock granted under this Agreement.

Section 1.11 -     “Permitted Transferee” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Optionee (including adoptive relationships); any person sharing the Optionee’s household (other than a tenant or employee); any trust in which the Optionee and any of these persons have all of the beneficial interest; any foundation in which the Optionee and any of these persons control the management of the assets; any corporation, partnership, limited liability company or other entity in which the Optionee or any of these persons are the direct and beneficial owners of all of the equity interests (provided that the Optionee and these other persons agree in writing to remain the direct and beneficial owners of all such equity interests); and any personal representative of the Optionee upon the Optionee’s death for purposes of administration of the Optionee’s estate or upon the Optionee’s incompetence for purposes of the protection and management of the assets of the Optionee.

Section 1.12 -     “Person” shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

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Section 1.13 -     “Plan” shall mean the Peabody Energy Corporation 2011 Long-Term Equity Incentive Plan, as from time to time amended.

Section 1.14 -     “Retirement” shall mean a Termination of Employment on or after age sixty (60) with at least ten (10) years of service with the Company; provided, however, if the Optionee had attained age fifty-five (55) with at least ten (10) years of service with the Company as of January 1, 2013, “Retirement” shall mean a Termination of Employment on or after age fifty-five (55) with at least ten (10) years of service with the Company.

Section 1.15 -     “Subsidiary” shall mean any corporation that (a) 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 (b) would, together with the Company, be classified as the “service recipient” (as defined in the regulations under Code Section 409A) with respect to the Optionee.

Section 1.16 -     “Substitute Share” shall mean a share or unit of equity which may be purchased pursuant to this Option following a Change of Control, as determined by the Committee pursuant to the Plan, Sections 2.4 and 2.5 hereof.

Section 1.17 -     “Termination of Employment” shall mean a termination of the Optionee’s employment with the Company, a Subsidiary or an Affiliate (regardless of the reason therefor).

ARTICLE II

GRANT OF OPTIONS

Section 2.1 -     Grant of Options. For good and valuable consideration, the Company hereby grants to the Optionee an option to purchase any part or all of the number of shares of Common Stock set forth on the signature page hereof upon the terms and subject to the conditions set forth in this Agreement.

Section 2.2 -     Exercise Price. The exercise price of the shares of Common Stock covered by the Option shall be such amount per share as set forth on the signature page hereof (which exercise price shall not be less than the Fair Market Value (as determined in accordance with guidance issued under Code Section 409A) of a share of Common Stock on the Grant Date), subject to adjustment pursuant to Sections 2.4 and 2.5 hereof without commission or other charge.

Section 2.3 -     No Obligation of Employment. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ 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 employment of the Optionee at any time for any reason whatsoever, with or without Cause.

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Section 2.4 -     Adjustments in Options. In the event of the occurrence of one of the corporate transactions or other events listed in Section 12(a) of the Plan, the Committee shall make such substitution or adjustment as provided in Section 12(a) of the Plan or Section 2.5 hereof in order to equitably reflect such corporate transaction or other event. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

Section 2.5 -     Special Optional Treatment In the Event of a Change of Control. In order to maintain the Optionee’s rights upon a Change of Control with respect to the Option, or any portion thereof, the Committee, as constituted before such event, may, in its sole discretion, at the time of or in anticipation of a Change of Control, take any one of the following actions: (a) make any adjustment to the Option, or any portion thereof, as the Committee deems appropriate to reflect such Change of Control, (b) cause the Option, or any portion thereof, to be assumed, or have new rights substituted therefore, by the acquiring or surviving entity after such Change of Control, or (c) accelerate the vesting of the Option such that the Option shall become exercisable with respect to 100% of the shares of Common Stock underlying the Option. Additionally, the Committee, as constituted before such Change of Control may, in its sole discretion cancel this Option (to the extent then outstanding), or any outstanding portion hereof (whether or not vested) that: (i) has a per share exercise price which is greater than or equal to the Change of Control Price; or (ii) has a per share exercise price which is less than the Change of Control Price in exchange for a cash payment of an amount equal to (A) the difference between the Change of Control Price and the per share exercise price, multiplied by (B) the total number of shares of Common Stock underlying the portion of the Option that is vested and exercisable at the time of the Change of Control and that is cancelled pursuant to this clause (ii).

ARTICLE III

EXERCISABILITY OF OPTIONS

Section 3.1 -     Options. Except as provided in Section 3.2 hereof, this Option shall become exercisable as follows:

Date Option Becomes Exercisable	Percentage of shares of Common Stock as to which Option Is Exercisable
First annual anniversary of Grant Date	33.33%
Second annual anniversary of Grant Date	66.67%
Third annual anniversary of Grant Date	100%

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This Option shall become exercisable, pursuant to the schedule above, with respect to the nearest whole number of shares of Common Stock, as determined by the Committee in its sole discretion.

Section 3.2 -     Acceleration Events. Notwithstanding anything in this Article III to the contrary, this Option shall become exercisable with respect to 100% of the shares of Common Stock (or, if applicable, Substitute Shares) early (but only to the extent such Option has not otherwise terminated or become exercisable) upon the Optionee’s Termination of Employment either (a) within (12) twelve months following a Change of Control, provided such Termination of Employment is by the Company without Cause or by the Optionee for Good Reason; or (b) on account of the Optionee’s death or Disability.

Section 3.3 -     Effect of Termination of Employment. Except as otherwise provided in Sections 3.1 and 3.2 hereof, the Option shall not become exercisable as to any additional shares of Common Stock following a Termination of Employment, and the portion of the Option which is then unexercisable shall terminate immediately.

Section 3.4 -     Expiration of Options. This Option may not be exercised to any extent by the Optionee after the first to occur of the following events:

(a)The tenth anniversary of the date hereof; or

(b)The first anniversary of the date of Termination of Employment (i) by reason of death or Disability, (ii) by the Company without Cause, or (iii) by the Optionee for Good Reason; or

(c)The fifth anniversary of the date of Termination of Employment by reason of Retirement; or

(d)The date of a Termination of Employment by the Company for Cause or by the Optionee without Good Reason; or

(e)Upon a Change of Control, if either

(i)    the Committee terminates this Option by paying the Optionee an amount equal to the product of (x) the difference between the Change of Control Price and the Exercise Price (unless the Exercise Price is greater than the Change of Control Price, in which case this Option shall be terminated) and (y) the aggregate number of shares of Common Stock then underlying the Option, or

(ii)    the Optionee is permitted to exercise his or her Option prior to the Change of Control with respect to all shares of Common Stock underlying the Option.

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ARTICLE IV

EXERCISE OF OPTION

Section 4.1 -     Person Eligible to Exercise. During the lifetime of the Optionee, only he or she, or a Permitted Transferee, or in the event of Disability, his or her committee or conservator, may exercise this Option or any portion thereof. After the death of the Optionee, the Option may, prior to the time when the Option becomes unexercisable under Section 3.4 hereof, be exercised by his or her beneficiary or estate or Permitted Transferee.

Section 4.2 -     Partial Exercise. Any exercisable portion of this Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.4 hereof; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

Section 4.3 -     Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to either the Executive Vice President Law, Chief Legal Officer and Secretary of the Company or the Vice President, Assistant General Counsel and Chief Compliance Officer of the Company (or either of such individual’s designee) of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.4 hereof:

(a)Notice, either orally or in a writing signed by the Optionee or another person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

(b)Full payment (in cash, in shares of Common Stock, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;

(c)Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

(d)In the event the Option or portion thereof is exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Section 4.4 -     Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of an Option, or any portion thereof, 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 purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

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

(b)The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Section 4.5 -     Rights as Stockholder. The holder of an Option shall not be, and shall not have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.

Section 4.6 -     Change of Control. Except as otherwise provided in the Plan, and Sections 2.4, 2.5 and 3.4 hereof, in the event of a Change of Control, then (a) any portion of the Option which is vested and exercisable at the time of such Change of Control shall be deemed exercised and shall be promptly settled for a cash amount equal to the product of (i) the difference between the Change of Control Price and the Exercise Price (unless the Exercise Price is greater than the Change of Control Price, in which case the vested and exercisable portion of the Option shall be terminated at the time of the Change of Control), and (ii) the aggregate number of shares of Common Stock for which the Option is vested and exercisable; and (b) with respect to any portion of the Option which is not vested and exercisable at the time of such Change of Control, such portion of the Option shall continue to vest according to the schedule set forth in Section 3.1 and 3.2 hereof, as applicable, and once vested may thereafter be exercised pursuant to the terms hereof, except that (I) the Adjusted Exercise Price shall apply to such exercise, and (II) the equity purchased in connection with such exercise shall be Substitute Shares.

ARTICLE V

MISCELLANEOUS

Section 5.1 -     Administration. The Committee has the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2 -     Options Not Transferable. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect;

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provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or transfers without consideration to a Permitted Transferee to the extent permitted by the Plan.

Section 5.3 -     Shares to Be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

Section 5.4 -     Notices. Except as provided in Section 4.3 hereof, any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him or her at the address set forth in the records of the Company. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 5.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Optionee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Optionee, and the Optionee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Optionee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

Section 5.5 -     Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 -     Pronouns. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 5.7 -     Applicability of Plan. The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Option and such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

Section 5.8 -     Amendment.

(a)This Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Agreement.

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(b)This Agreement is intended to be exempt from the application of Code Section 409A and shall, to the extent practicable, be construed accordingly. If either party to this Agreement reasonably determines that any amount payable pursuant to this Agreement would result in adverse tax consequences under Code Section 409A, then such party shall deliver written notice of such determination to the other party, and the parties hereby agree to work in good faith to amend this Agreement so it complies with the requirements of Code Section 409A and preserves as nearly as possible the original intent and economic effect of the affected provisions.

Section 5.9 -     Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by arbitration in St. Louis, Missouri. Arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. The Company shall pay or reimburse any legal fees in connection with such arbitration in the event that the Optionee prevails on a material element of his or her claim or defense. Payments or reimbursements of legal fees made under this Section 5.9 that are provided during one calendar year shall not affect the amount of such payments or reimbursements provided during a subsequent calendar year, payments or reimbursements under this Section 5.9 may not be exchanged or substituted for another form of compensation to the Optionee, and any such reimbursement or payment will be paid within sixty (60) days after the Optionee prevails, but in no event later than the last day of the Optionee’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment. This Section 5.9 shall remain in effect throughout the Optionee’s employment with the Company and for a period of five (5) years following the Optionee’s Termination of Employment.

Section 5.10 -     Governing Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

OPTIONEE	PEABODY ENERGY CORPORATION
______________________________	By____________________________________
	Its ____________________________________
	Aggregate number of shares of Common Stock for which the Option granted hereunder is exercisable:____________ Exercise Price per share of Common Stock: $__________

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EX-10.2

Exhibit 10.2

Officer Restricted Stock (Double-Trigger)

2014 Award

2011 Plan

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, dated January 2, 2014 (the “Grant Date”), is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee 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 $0.01 par value Common Stock (“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 Committee (as hereinafter defined) 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 officers to so grant;

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 I

DEFINITIONS

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

Section 1.1 -     “Affiliate” shall mean any other Person directly or indirectly controlling, controlled by, or under common control with the Company. For the 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 -     “Board of Directors” or “Board” shall mean the Board of Directors of the Company.

Section 1.3 -     “Cause” shall mean (a) “Cause” as defined in the Grantee’s employment agreement with the Company, if any; or (b) if the Grantee does not have an employment agreement with the Company or such agreement does not define Cause, then “Cause” as defined in the Peabody Energy Corporation Executive Severance Plan.

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Section 1.4 -     “Committee” shall mean the Compensation Committee of the Company, duly appointed by the Board as the Administrator under Section 2 of the Plan.

Section 1.5 -     “Good Reason” shall mean (a) “Good Reason” as defined in the Grantee’s employment agreement with the Company, if any; or (b) if the Grantee does not have an employment agreement with the Company or such agreement does not define Good Reason, then “Good Reason” as defined in the Peabody Energy Corporation Executive Severance Plan.

Section 1.6 -     “Person” shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.7 -      “Plan” shall mean the Peabody Energy Corporation 2011 Long-Term Equity Incentive Plan, as from time to time amended.

Section 1.8 -     “Subsidiary” shall mean any corporation 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.

Section 1.9 -     “Termination of Employment” shall mean a termination of the Grantee’s employment with the Company, a Subsidiary or an Affiliate (regardless of the reason therefor).

ARTICLE II

GRANT OF RESTRICTED STOCK

Section 2.1 -     Grant of Restricted Stock. For good and valuable consideration, the Company shall grant to the Grantee the number of shares set forth in the Plan’s online administration site and accepted by the Grantee (the “Restricted Stock”) 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 III, 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 III, 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. Nothing in this Agreement or in the Plan shall confer upon the Grantee any right to continue in the employ 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 employment of the Grantee at any time for any reason whatsoever.

Section 2.4 -     Adjustments in Restricted Shares. In the event of the occurrence of one of the corporate transactions or other events listed in Section 12(a) of the Plan, the Committee shall make such substitution or adjustment as provided in Section 12(a) of the Plan or Section 2.5 of this

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Agreement in order to equitably reflect such corporate transaction or other event. Any such adjustment made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons.

Section 2.5 -     Special Treatment In the Event of a Change of Control. In order to maintain the Grantee’s rights with respect to the Restricted Stock upon the occurrence of a Change of Control, the Committee, as constituted before such event, may, in its sole discretion, either at the time of, or in anticipation of, a Change of Control, take any one of the following actions: (a) make any adjustment to shares of Restricted Stock as the Committee deems appropriate to reflect such Change of Control, (b) cause the shares of Restricted Stock to be assumed, or have new securities substituted therefore, by the acquiring or surviving entity after such Change of Control, or (c) accelerate the vesting of the shares of Restricted Stock so that such Restricted Stock becomes fully vested and non-forfeitable.

ARTICLE III

VESTING OF RESTRICTED STOCK

Section 3.1 -     Restricted Stock. 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] [as follows:

Date	Percentage of Shares to Become Vested
First annual anniversary of Grant Date	33.33% (rounded down to nearest whole share)
Second annual anniversary of Grant Date	66.67% (rounded down to nearest whole share)
Third annual anniversary of Grant Date	100%]

Section 3.2 -     Acceleration Events. Notwithstanding Section 3.1 hereof, the shares of Restricted Stock shall become fully vested and non-forfeitable upon the Grantee’s Termination of Employment either (a) within twelve months following a Change of Control, provided such Termination of Employment is by the Company without Cause or by the Grantee for Good Reason; or (b) on account of the Grantee’s death or Disability.

Section 3.3 -     Effect of Termination of Employment. Except as provided in Section 3.2, no share of Restricted Stock shall become vested and non-forfeitable following Termination of Employment, and any such non-vested and forfeitable share of Restricted Stock shall be immediately and automatically forfeited upon Termination of Employment.

ARTICLE IV

RECEIPT OF STOCK

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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 Committee, 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 Committee 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 Restricted Stock cease to be restricted and become non-forfeitable, and the Grantee shall own such shares free of all restrictions otherwise imposed by this Agreement. Any new, substituted or additional securities or other property described in Section 2.4 or 2.5 shall immediately be delivered to the Company to be held in such escrow. Shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be (a) surrendered to the Company for cancellation upon forfeiture, if any, of such shares of Restricted Stock by the Grantee hereunder, or (b) subject to the provisions of Section 5.1, released to the Grantee to the extent the shares of Restricted Stock are no longer subject to any of the restrictions otherwise imposed by this Agreement.

Section 4.3 -     Rights as Stockholder. The Grantee shall not be, and shall not have any of the rights or privileges of, a stockholder of the Company in respect of any shares granted hereunder unless and until the date on which certificates representing such shares shall have been issued by the Company to such Grantee (the “Issuance Date”). The Grantee shall be entitled to receive any dividends paid with respect to the shares of Restricted Stock that become payable on or after the Issuance Date; provided, however, that no dividends shall be payable to or for the benefit of the Grantee for shares of Restricted Stock with respect to record dates occurring prior to the Issuance Date, or with respect to record dates occurring on or after the date, if any, on which the Grantee has forfeited those shares of Restricted Stock. The Grantee shall be entitled to vote the shares of Restricted Stock on or after the Issuance Date to the same extent as would have been applicable to the Grantee if the shares of Restricted Stock had then become fully vested and non-forfeitable; provided, however, that the Grantee shall not be entitled to vote the shares of Restricted Stock with respect to record dates for such voting rights occurring prior to the Issuance Date, or with respect to record dates occurring on or after the date, if any, on which the Grantee has forfeited those shares of Restricted Stock.

ARTICLE V

MISCELLANEOUS

Section 5.1 -     Tax Withholding. Unless either (a) the election described in Section 5.2 hereof is made by the Grantee, or (b) the Grantee makes alternative arrangements satisfactory to the Company to personally remit required withholding amounts, then, as of the date that all or a portion of the shares of Restricted Stock become vested pursuant to Section 3.1 or 3.2 hereof, the Company shall withhold a number of shares of the then vesting shares of Restricted Stock with a fair market value as of such vesting date equal to the aggregate amount required by law to be

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withheld by the Company in connection with such vesting for applicable federal, state, local and foreign taxes of any kind. For all purposes, the amount withheld by the Company pursuant to this Section 5.1 shall be deemed to have first been paid to the Grantee.

Section 5.2 -     Section 83(b) Election. The Grantee understands that Section 83 of the Code may tax as compensation income the difference between the amount paid for the shares of Restricted Stock, if any, and the fair market value of the shares of Restricted Stock as of the date any restrictions on the shares of Restricted Stock lapse in the absence of an election under Section 83(b) of the Code. In this context, “restriction” means the forfeitability of the shares of Restricted Stock pursuant to the terms of this Agreement. To the extent that the Company has registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and ten percent (10%) shareholders may also mean the six-month period after the acquisition of the shares of Restricted Stock during which sales of certain securities by such officers, directors, and ten percent (10%) shareholders would give rise to liability under Section 16(b) of the Exchange Act.

The Grantee understands that he or she may elect to be taxed at the time he or she receives the shares of Restricted Stock and while the shares of Restricted Stock are subject to restrictions rather than waiting to be taxed on the shares of Restricted Stock when and as the restrictions lapse. The Grantee realizes that he or she may choose this tax treatment by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Grant Date and by filing a copy of such election with his or her tax return for the tax year in which the Restricted Shares were subjected to the restrictions. The Grantee understands that failure to make this filing in a timely manner may result in the recognition of compensation by the Grantee, as the restrictions lapse, on any difference between the purchase price, if any, and the fair market value of the shares of Restricted Stock at the time such restrictions lapse. The Grantee acknowledges that it is the Grantee’s sole responsibility and not the Company’s to timely file the election under Section 83(b) of the Code. The Grantee acknowledges that he or she shall consult his or her own tax advisers regarding the advisability or non-advisability of making the election under Section 83(b) of the Code and acknowledges that he or she shall not rely on the Company or its advisers for such advice.

If the Grantee makes the election under Section 83(b) of the Code, then the Company shall not be liable or responsible in any way for any tax (including withholding tax) consequences relating to the shares of Restricted Stock, and the Grantee agrees to undertake to determine, and be responsible for, any and all tax (including any withholding tax) consequence to himself or herself with respect to the shares of Restricted Stock.

Section 5.3 -     Administration. The Committee has the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the shares of Restricted Stock. In its absolute discretion, the Board of Directors may at

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any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.4 -     Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Grantee shall be addressed to him or her at the address set forth in the records of the Company. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him, her or it. Any notice which is required to be given to the Grantee shall, if the Grantee is then deceased, be given to the Grantee’s personal representative if such representative has previously informed the Company of his, her or its status and address by written notice under this Section 5.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

Section 5.5 -     Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 -     Pronouns. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 5.7 -     Applicability of Plan. The shares of Common Stock issued to the Grantee hereunder shall be subject to all of the terms and provisions of the Plan, to the extent applicable to such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

Section 5.8 -     Amendment.

(a)The Administrator may amend this Agreement as it determines in good faith to be necessary or desirable to comply with applicable law, but no such amendment shall adversely affect the Grantee’s rights without his or her written consent. To incorporate other modifications, this Agreement may be amended by a writing executed by the parties hereto.

(b)This Agreement is intended to be exempt from the application of Code Section 409A and shall, to the extent practicable, be construed accordingly. If either party to this Agreement reasonably determines that any amount payable pursuant to this Agreement would result in adverse tax consequences under Code Section 409A, then such party shall deliver written notice of such determination to the other party, and the parties hereby agree to work in good faith to amend this Agreement so it complies with the

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requirements of Code Section 409A and preserves as nearly as possible the original intent and economic effect of the affected provisions.

Section 5.9 -     Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by arbitration in St. Louis, Missouri. Arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. The Company shall pay or reimburse any legal fees in connection with such arbitration in the event that the Grantee prevails on a material element of his or her claim or defense. Payments or reimbursements of legal fees made under this Section 5.9 that are provided during one calendar year shall not affect the amount of such payments or reimbursements provided during a subsequent calendar year, payments or reimbursements under this Section 5.9 may not be exchanged or substituted for another form of compensation to the Grantee, and any such reimbursement or payment will be paid within sixty (60) days after the Grantee prevails, but in no event later than the last day of the Grantee’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment. This Section 5.9 shall remain in effect throughout the Grantee’s employment with the Company and for a period of five (5) years following the Grantee’s Termination of Employment.

Section 5.10 -     Governing Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

GRANTEE	PEABODY ENERGY CORPORATION
_______________________________________	__________________________________________
[Grantee]	By Andrew P. Slentz
	Its Executive Vice President & Chief Human Resources Officer
	Aggregate number of shares of Common Stock granted hereunder: ____________

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EX-10.3

Exhibit 10.3

Officer Performance Unit Agreement

2014 Award (Double Trigger)

2011 Plan

PERFORMANCE UNITS AGREEMENT

THIS AGREEMENT (the “Agreement”), effective January 2, 2014 (the “Grant Date”), is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee 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 participate in future increases in Company value;

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 Committee (as hereinafter defined) 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 Performance Units provided for herein to the Grantee 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 issue said Performance Units;

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

ARTICLE I

DEFINITIONS

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

Section 1.1 -     “Affiliate” shall mean any other Person directly or indirectly controlling, controlled by, or under common control with the Company. For the 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 -     “Cause” shall mean (a) “Cause” as defined in the Grantee’s employment agreement with the Company, if any; or (b) if the Grantee does not have an employment agreement with the Company or such agreement does not define Cause, then “Cause” as defined in the Peabody Energy Corporation Executive Severance Plan.

Section 1.3 -     “Change of Control” shall have the meaning given to such term in Section 17(m) of the Plan.

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Section 1.4 -     “Committee” shall mean the Compensation Committee of the Company, duly appointed by the Board as the Administrator under Section 2 of the Plan.

Section 1.5 -     “Common Stock” shall mean the common stock of the Company, par value $0.01.

Section 1.6 -     “Determination Date” shall mean the earliest to occur of the following events: (i) December 31, 2016; (ii) a Termination of Employment on account of death or Disability; or (iii) a Termination of Employment within twelve months following a Change of Control, but only if such Termination of Employment is by the Company without Cause or by the Grantee for Good Reason. For purposes of this Section 1.6, (a) the term “Change of Control” shall mean a Change of Control as defined in Section 1.3, but only to the extent the events constituting such Change of Control also constitute a “change of control event” (as defined in Treasury Regulations Section 1.409A-3(i)(5)(i)) with respect to the Company, and (b) the term “Disability” shall mean Disability as defined in Section 1.7, but only to the extent such Disability also constitutes a “disability” (as determined pursuant to Treasury Regulations Section 1.409A-3(i)(4)).

Section 1.7 -     “Disability” shall have the meaning given to such term in Section 17(n) of the Plan.

Section 1.8 -     “FMV per Share” shall mean the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date. Notwithstanding the foregoing, in the event of a Trade Ceasing Transaction, “FMV per Share” shall mean the per share value of equity based on amounts paid in the Trade Ceasing Transaction.

Section 1.9 -     “Good Reason” shall mean (a) “Good Reason” as defined in the Grantee’s employment agreement with the Company, if any; or (b) if the Grantee does not have an employment agreement with the Company or such agreement does not define Good Reason, then “Good Reason” as defined in the Peabody Energy Corporation Executive Severance Plan.

Section 1.10 -     “Incentive Amount” shall mean the amount payable to the Grantee hereunder with respect to the Performance Units, if any, as calculated under Article IV.

Section 1.11 -     “Mining Assets” shall mean the assets of the Company related to its worldwide mining operations.

Section 1.12 -     “Performance Units” shall mean the stock units granted on a performance basis under this Agreement.

Section 1.13 -     “Person” shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.14 -     “Plan” shall mean the Peabody Energy Corporation 2011 Long-Term Equity Incentive Plan, as amended from time to time.

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Section 1.15 - “Retirement” shall mean the Grantee’s retirement from the Company on or after age sixty (60) with at least ten (10) years of service with the Company; provided, however, if the Grantee had attained age fifty-five (55) with at least ten (10) years of service with the Company as of January 1, 2013, “Retirement” shall mean the Grantee’s retirement from the Company on or after age fifty-five (55) with at least ten (10) years of service with the Company.

Section 1.16 -     “Return on Mining Assets” shall mean the average annual adjusted operating profit on the Mining Assets between the Grant Date and the Determination Date, expressed as a percentage of the Mining Assets employed (calculated as the average of the assets employed at the beginning and the end of each year (or, if earlier, the Determination Date)) by the Company. For purposes hereof, adjusted operating profit shall include actual operating profit before taxes, as wells as add-backs for (a) net selling, general and administrative expenses, and (b) operating losses (or profits) associated with the operation of the Company’s Middlemount facility.

Section 1.17 -     “Subsidiary” shall mean any corporation 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 fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations below it in such chain.

Section 1.18 -     “Termination of Employment” shall mean a termination of the Grantee’s employment with the Company, a Subsidiary or an Affiliate (regardless of the reason therefor) that constitutes a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended, or applicable regulations or other guidance issued thereunder (“Section 409A”).

Section 1.19 -     “Trade Ceasing Transaction” means a Change of Control following which shares of Common Stock cease to be publicly traded on a securities exchange, irrespective of whether any equity of an acquiring or surviving entity is publicly traded on a securities exchange.

ARTICLE II

GRANT OF PERFORMANCE UNITS

Section 2.1 -     Grant of Performance Units. For good and valuable consideration, the Company hereby grants to the Grantee the number of Performance Units set forth on the signature page hereof upon the terms and subject to the conditions set forth in this Agreement.

Section 2.2 -     No Obligation of Employment. Nothing in this Agreement or in the Plan shall confer upon the Grantee any right to continue in the employ 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 employment of the Grantee at any time for any reason whatsoever, with or without Cause.

Section 2.3 -     Adjustments in Performance Units. In the event of the occurrence of one of the corporate transactions or other events listed in Section 12(a) of the Plan, the Committee shall make such substitution or adjustment as provided in Section 12(a) of the Plan or Section 2.4 hereof in order to equitably reflect such corporate transaction or other event. Any such adjustment

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made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons.

Section 2.4 -     Special Treatment In the Event of a Change of Control. In order to maintain the Grantee’s rights upon a Change of Control with respect to the Performance Units, the Committee, as constituted before such event, may, in its sole discretion, in connection with a Change of Control, take any one of the following actions: (i) make any adjustment to the Performance Units as the Committee deems appropriate to reflect such Change of Control, (ii) cause the Performance Units to be assumed, or have new rights substituted therefore, by the acquiring or surviving entity after such Change of Control, or (iii) subject to the requirements of Section 409A, accelerate the vesting of the Performance Units and/or payment of the Incentive Amount so that the Performance Units become fully vested and non-forfeitable and the Incentive Amount is paid in connection with such Change of Control, but only if such Change of Control is also a “change of control event” (as defined in Treasury Regulations Section 1.409A-3(i)(5)(i)) with respect to the Company.

ARTICLE III

VESTING AND FORFEITURE OF PERFORMANCE UNITS

Section 3.1 -     Performance Units. Unless otherwise provided in this Article III, the Performance Units shall vest on the fifteenth (15^th) day of each calendar month, in equal monthly increments, during the period beginning on the Grant Date and ending on December 31, 2016(the “Performance Cycle”).

Section 3.2 -     Effect of Certain Events. Notwithstanding the foregoing Section 3.1, during the Performance Cycle:

(a)upon the Grantee’s Termination of Employment either (i) within twelve months following a Change of Control, provided such Termination of Employment is by the Company without Cause or by the Grantee for Good Reason; or (ii) on account of the Grantee’s death or Disability, all of the Performance Units shall become immediately vested and the Grantee shall become entitled to the Incentive Amount calculated and payable pursuant to Article IV hereof with respect to the Performance Units that are vested as of the date of Termination of Employment;

(b)upon the earliest of: (i) a Termination of Employment on account of Retirement, or (ii) except as provided in Section 3.2(a) above, a Termination of Employment by the Company without Cause, or by the Grantee for Good Reason, the Performance Units shall cease to vest, any and all Performance Units that remain unvested on the date of such Termination of Employment shall terminate immediately, and the Grantee shall become entitled to the Incentive Amount calculated and payable pursuant to Article IV hereof with respect to the Performance Units that are vested as of the date of such Termination of Employment; and

(c)upon the earlier of (i) a Termination of Employment by the Company for Cause, and (ii) a Termination of Employment by the Grantee without Good Reason, all

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Performance Units (whether or not they are vested) shall terminate and the Grantee shall not be entitled to any Incentive Amount hereunder.

ARTICLE IV

CALCULATION AND PAYMENT OF INCENTIVE AMOUNT

Section 4.1 -     Calculation of Incentive Amount. The Incentive Amount, if any, payable to the Grantee hereunder shall be calculated as of the Determination Date in accordance with this Section 4.1.

(a)Pre-Change of Control. The Incentive Amount shall equal the result of the following formula:

(0.5 x A x B x C) + (0.5 x A x B x D);

where

“A” = the number of Performance Units that are vested as of the Determination Date pursuant to Article III hereof;

“B” = the FMV per Share as of the Determination Date;

“C” = the applicable composite total shareholder return payout percentage determined under Section 4.2 below (the “Composite TSR Percentage”) as of the Determination Date; and

“D” = the applicable ROMA payout percentage determined under Section 4.3 below (the “ROMA Percentage”) as of the Determination Date.

(b)Post-Change of Control that is not a Trade Ceasing Transaction. Notwithstanding Section 4.1(a) hereof, if a Change of Control that is NOT a Trade Ceasing Transaction occurs, then on the Determination Date, the Incentive Amount shall be equal to the sum of the amounts determined pursuant to clauses (i) and (ii) immediately below:

(i)Pre-Transaction Amount. The pre-transaction amount shall equal the result of the following formula:

(0.5 x A x B x C) + (0.5 x A x B x D)

Where:

“A” = the number of Performance Units that are vested as of the date of the Change of Control;

“B” = the FMV per Share as of the date of the Change of Control;

“C” = the Composite TSR Percentage as of the date of the Change of Control; and

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“D” = the ROMA percentage as of the date of the Change of Control.

(ii)Post-Transaction Amount. The post-transaction amount shall equal the result of the following formula:

(0.5 x E x F x G) + (0.5 x E x F x H)

Where:

“E” = the number of Performance Units that became vested after the date of the Change of Control through the Determination Date;

“F” = the FMV per Share as of the date of the Determination Date;

“G” = the Composite TSR Percentage as of the Determination Date; and

“H” = 100%.

An example of how the Incentive Amount is intended to be determined if the Determination Date is after a Change of Control that is not a Trade Ceasing Transaction is attached as Exhibit A.

(c)Post-Trade Ceasing Transaction. Notwithstanding Section 4.1(a) hereof, if a Change of Control that is ALSO a Trade Ceasing Transaction occurs, then on the Determination Date, the Incentive Amount shall be equal to the sum of the amounts determined pursuant to clauses (i) and (ii) immediately below:

(i)Pre-Transaction Amount. The pre-transaction amount shall equal the result of the following formula:

(0.5 x A x B x C) + (0.5 x A x B x D)

Where:

“A” = the number of Performance Units that are vested as of the date of the Trade Ceasing Transaction;

“B” = the FMV per Share as of the date of the Trade Ceasing Transaction;

“C” = the Composite TSR Percentage as of the date of the Trade Ceasing Transaction; and

“D” = the ROMA percentage as of the date of the Trade Ceasing Transaction.

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(ii)Post-Transaction Amount. The post-transaction amount shall equal the result of the following formula:

(0.5 x E x F x G) + (0.5 x E x F x H)

Where:

“E” = the number of Performance Units that became vested after the date of the Trade Ceasing Transaction through the Determination Date;

“F” = the FMV per Share as of the date of the date of the Trade Ceasing Transaction;

“G” = 100%; and

“H” = 100%.

An example of how the Incentive Amount is intended to be determined if the Determination Date is after a Trade Ceasing Transaction is attached as Exhibit B.

(d)Multiple Transactions. In the event that multiple Change of Control transactions occur, the Committee shall equitably determine how the Incentive Amount shall be calculated based on the principles set forth in Sections 4.1(b) and 4.1(c) hereof.

Section 4.2 -     Composite TSR Percentage. The Composite TSR Percentage equals the sum of the weighted payout percentages derived under paragraphs (a) and (b) below as of the Determination Date.

(a)Cumulative TSR - Peer Group Weighted Payout Percentage. The Cumulative TSR - Peer Group measure represents the Company’s average total shareholder return (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date), expressed as a percentile ranking in an industry peer group (which peer group shall include Alpha Natural Resources, Inc.; Arch Coal Inc.; Cloud Peak Energy, Inc.; Consol Energy, Inc.; Market Vectors Coal ETF (KOL);and Walter Energy) that corresponds with a specified payout percentage.

The table below is used to determine the applicable payout percentage, which is then multiplied by 50% to determine the Cumulative TSR - Peer Group weighted payout percentage for purposes of the Composite TSR Percentage.

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Cumulative TSR - Peer Group

Total Shareholder Return Percentile Ranking1	< 35th	35th	42.5th	50th	62.5th	≥ 75th
Payout Percentage	0%	40%	70%	100%	150%	200%

Notwithstanding the foregoing, if the Company’s average total shareholder return as of the Determination Date (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date) is negative, the following shall apply:

(i)If the Company’s total shareholder return percentile ranking is at or above the 50th percentile of the peer group, then the applicable payout percentage used to determine the Cumulative TSR - Peer Group weighted payout percentage for purposes of the Composite TSR Percentage shall be 100%.

(ii)If the Company’s total shareholder return percentile ranking is below the 50th percentile of the peer group, then the Cumulative TSR - Peer Group weighted payout percentage shall be 0%.

(b)Cumulative TSR - S&P 500 Index Weighted Payout Percentage. The Cumulative TSR - S&P 500 Index measure represents the Company’s average total shareholder return (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date), expressed as a percentile ranking in the Standard & Poor’s 500 Index that corresponds with a specified payout percentage.

The table below is used to determine the applicable payout percentage, which is then multiplied by 50% to determine the Cumulative TSR - S&P 500 Index weighted payout percentage for purposes of the Composite TSR Percentage.

________________________

¹  To the extent the Total Shareholder Return Percentile Ranking is between the listed rankings, then the Payout Percentage shall be interpolated. For example, if the Total Shareholder Return Percentile Ranking is at the 56.25^th percentile, then the Payout Percentage shall equal 125%.

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Cumulative TSR - S&P 500 Index

Total Shareholder Return Percentile Ranking 2	< 35th	35th	42.5th	50th	62.5th	≥ 75th
Payout Percentage	0%	40%	70%	100%	150%	200%

Notwithstanding the foregoing, if the Company’s average total shareholder return as of the Determination Date (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date) is negative, the following shall apply:

(i)If the Company’s total shareholder return percentile ranking is at or above the 50th percentile of the Standard & Poor’s 500 Index, then the applicable payout percentage used to determine the Cumulative TSR - S&P 500 Index weighted payout percentage for purposes of the Composite TSR Percentage shall be 100%.

(ii)If the Company’s total shareholder return percentile ranking is below the 50th percentile of the Standard & Poor’s 500 Index, then the Cumulative TSR - S&P 500 Index weighted payout percentage shall be 0%.

(c)For purposes of this Section 4.2, references to the S&P 500 Index shall be deemed to be references to such index, but in all cases excluding the financial services companies that would otherwise be included in such index.

Section 4.3 -     ROMA Percentage. The ROMA Percentage equals the payout percentage derived pursuant to this Section 4.3 as of the Determination Date. The ROMA Percentage measure represents the Company’s aggregate Return on Mining Assets, expressed as a percentage that corresponds with a specified payout percentage. The table below is used to determine the applicable payout percentage.

Return on Mining Assets

Return on Mining Assets3	< 5.6%	5.6%	7.5%	≥ 9.4%
Payout Percentage	0%	50%	100%	200%

________________________

²  To the extent the Total Shareholder Return Percentile Ranking is between the listed rankings, then the Payout Percentage shall be interpolated. For example, if the Total Shareholder Return Percentile Ranking is at the 56.25^th percentile, then the Payout Percentage shall equal 125%.

³  To the extent the Return on Mining Assets is between the listed percentages, then the Payout Percentage shall be interpolated. For example, if the Return on Mining Assets is 6.55%, then the Payout Percentage shall equal 75%.

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Section 4.4 -     Form and Time of Payment.

(a)General. Subject to Sections 4.4(b) and 4.5 hereof, the Incentive Amount shall be paid to the Grantee in Common Stock (except as otherwise provided below in this Section 4.4) as soon as administratively feasible but not later than the ninetieth (90th) day following the Determination Date. The number of shares of Common Stock to be distributed to the Grantee shall equal the quotient of (i) the Incentive Amount, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date. Notwithstanding the foregoing, following a Trade Ceasing Transaction, the Incentive Amount shall be paid to the Grantee in cash as soon as administratively feasible but not later than the ninetieth (90th) day following the Determination Date.

(b)Specified Employee. If the Determination Date is triggered by a Termination of Employment other than due to death and at the time of such Termination of Employment the Grantee is a “specified employee” (as such term is defined in Section 409A, but generally meaning one of the Company’s key employees within the meaning of Code Section 416(i)), the Incentive Amount shall be paid to the Grantee on the first day of the seventh month after the Determination Date.

Section 4.5 -     Conditions to Issuance of Stock Certificates. If the Incentive Amount is to be distributed in shares of Common Stock as provided in Section 4.4 hereof and the Committee reasonably anticipates, in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), that issuing Common Stock within the 90-day period following the Determination Date will violate federal securities laws or other applicable laws, the Company may delay issuing such Common Stock, provided that the Company issues such Common Stock on the earliest date on which the Committee reasonably anticipates that such issuance will not violate federal securities laws or other applicable laws.

Section 4.6 -     Stockholder Rights. The Grantee shall not be, or have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until certificates representing such shares shall have been issued by the Company to the Grantee.

ARTICLE V

MISCELLANEOUS

Section 5.1 -     Administration. The Committee has the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Performance Units. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

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Section 5.2 -     Performance Units Not Transferable. Neither the Performance Units nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Grantee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition is voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.3 -     Withholding. In connection with the payment of the Incentive Amount, unless the Grantee makes alternative arrangements satisfactory to the Company to personally remit required withholding amounts, then as of the date that all or a portion of the Incentive Amount is paid, the Company will withhold a portion of such Incentive Amount with a fair market value as of such date equal to the aggregate amount required by law to be withheld by the Company in connection with such payment for applicable federal, state, local and foreign taxes of any kind.

Section 5.4 -     Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Grantee shall be addressed to him or her at the address set forth in the records of the Company. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him, her or it. Any notice which is required to be given to the Grantee shall, if the Grantee is then deceased, be given to the Grantee’s personal representative if such representative has previously informed the Company of his, her or its status and address by written notice under this Section 5.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

Section 5.5 -     Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 -     Pronouns. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 5.7 -     Applicability of Plan. The Performance Units and the shares of Common Stock issued to the Grantee, if any, shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Performance Units and such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

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Section 5.8 -      Amendment.

(a)This Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Agreement.

(b)This Agreement is intended to comply with Section 409A and shall, to the extent practicable, be construed in accordance therewith. If either party to this Agreement reasonably determines that any amount payable pursuant to this Agreement would result in adverse tax consequences under Section 409A, then such party shall deliver written notice of such determination to the other party, and the parties hereby agree to work in good faith to amend this Agreement so it complies with the requirements of Section 409A and preserves as nearly as possible the original intent and economic effect of the affected provisions.

Section 5.9 -     Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by arbitration in St. Louis, Missouri. Arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. The Company shall pay or reimburse any legal fees in connection with such arbitration in the event that the Grantee prevails on a material element of his or her claim or defense. Payments or reimbursements of legal fees made under this Section 5.9 that are provided during one calendar year shall not affect the amount of such payments or reimbursements provided during a subsequent calendar year, payments or reimbursements under this Section 5.9 may not be exchanged or substituted for another form of compensation to the Grantee, and any such reimbursement or payment will be paid within sixty (60) days after the Grantee prevails, but in no event later than the last day of the Grantee’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment. This Section 5.9 shall remain in effect throughout the Grantee’s employment with the Company and for a period of five (5) years following the Grantee’s Termination of Employment.

Section 5.10 -     Governing Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESSWHEREOF, this Agreement has been executed and delivered by the parties hereto.

GRANTEE	PEABODY ENERGY CORPORATION
______________________________________	By___________________________________
[Grantee]
	Its___________________________________
	Aggregate number of Performance Units granted hereunder: _____________

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EXHIBIT A

EXAMPLE OF HOW THE INCENTIVE AMOUNT

IS DETERMINED IF THE DETERMINATION DATE

IS AFTER A CHANGE OF CONTROL THAT IS NOT

A TRADE CEASING TRANSACTION (SECTION 4.1(b))

Facts for purposes of this example:

Aggregate number of Performance Units	180
Grant Date	1/1/2014
Date of Change of Control	4/1/2015
Determination Date	12/31/2016
FMV per Share on the date of Change of Control	$25.00
FMV per Share on the Determination Date	$30.00
Composite TSR Percentage as of the date of Change of Control	70%
Composite TSR Percentage as of the date of Change of Control	120%
ROMA Percentage as of the date of Change of Control	110%

Calculation:

Pre-Transaction Amount (determined pursuant to Section 4.1(b)(i)): $1,687.50

Units vested as of the Change of Control: 75 (5 units per month for 15 months)

FMV per Share as of date of Change of Control: $25.00

Composite TSR Percentage as of the date of Change of Control: 70%

ROMA Percentage as of the date of Change of Control: 110%

Calculation: (0.5 x 75 x $25.00 x 70%) + (0.5 x 75 x $25.00 x 110%) = ($656.25 + $1,031.25) $1,687.50

Post-Transaction Amount (determined pursuant to Section 4.1(b)(ii)): $3,465

Units vested between Change of Control and the Determination Date: 105

FMV per Share as of as of the Determination Date: $30.00

Composite TSR Percentage as of Determination Date: 120%

Calculation: (0.5 x 105 x $30.00 x 120%) + (0.5 x 105 x $30.00 x 100%) = ($1,890 + $1,575) $3,465

Incentive Amount (sum of Pre-Transaction Amount and Post-Transaction Amount): $5,152.50

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EXHIBIT B

EXAMPLE OF HOW THE INCENTIVE AMOUNT

IS DETERMINED IF THE DETERMINATION DATE IS AFTER

A TRADE CEASING TRANSACTION (SECTION 4.1(c))

Facts for purposes of this example:

Aggregate number of Performance Units	180
Grant Date	1/1/2014
Date of Trade Ceasing Transaction	4/1/2015
Determination Date	12/31/2016
FMV per Share on the date of Trade Ceasing Transaction	$25.00
Composite TSR Percentage as of the date of Trade Ceasing Transaction	70%
ROMA Percentage as of the date of Trade Ceasing Transaction	110%

Calculation:

Pre-Transaction Amount (determined pursuant to Section 4.1(c)(i)): $1,687.50

Units vested as of the Trade Ceasing Transaction: 75 (5 units per month for 15 months)

FMV per Share as of date of Trade Ceasing Transaction: $25.00

Composite TSR Percentage as of the date of Trade Ceasing Transaction: 70%

ROMA Percentage as of the date of Trade Ceasing Transaction: 110%

Calculation: (0.5 x 75 x $25.00 x 70%) + (0.5 x 75 x $25.00 x 110%) = ($656.25 + $1,031.25) $1,687.50

Post-Transaction Amount (determined pursuant to Section 4.1(c)(ii)): $2,625

Units vested between Trade Ceasing Transaction and Determination Date: 105

FMV per Share as of as of date of Trade Ceasing Transaction: $25.00

Calculation: (0.5 x 105 x $25.00 x 100%) + (0.5 x 105 x $25.00 x 100%) = ($1,312.50 + $1,312.50) $2,625

Incentive Amount (sum of Pre-Transaction Amount and Post-Transaction Amount): $4,312.50

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EX-10.4

Exhibit 10.4

Greg Boyce NQSO Agreement

2014 Award (Double-Trigger)

2011 Plan

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT (the “Agreement”), dated January 2, 2014 (the “Grant Date”), is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee of the Company or a Subsidiary (as defined below) or an Affiliate (as defined below) of the Company (“Optionee”).

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its $0.01 par value Common Stock (“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 Committee (as hereinafter defined), 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 non-qualified stock option provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options;

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 I

DEFINITIONS

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

Section 1.1 -     “Adjusted Exercise Price” shall mean the Exercise Price under this Option that applies after a Change of Control for the purchase of Substitute Shares. To the extent applicable, the Adjusted Exercise Price shall be determined by the Committee pursuant to the Plan, and Sections 2.4 and 2.5 hereof.

Section 1.2 -     “Affiliate” shall mean 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 Optionee. For the 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.

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Section 1.3 -     “Cause” shall mean “Cause” as defined in the Optionee’s employment agreement with the Company.

Section 1.4 -     “Change of Control” shall have the meaning given to such term in Section 17(m) of the Plan.

Section 1.5 -     “Change of Control Price” means the lower of (a) the Fair Market Value of a share of Common Stock as of the date of the Change of Control, or (b) the price paid per share of Common Stock as part of the transaction which constitutes the Change of Control.

Section 1.6 -      “Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.7 -     “Committee” shall mean the Administrator.

Section 1.8 -     “Disability” shall have the meaning given to such term in Section 17(n) of the Plan.

Section 1.9 -     “Good Reason” shall mean “Good Reason” as defined in the Optionee’s employment agreement with the Company.

Section 1.10 -     “Option” shall mean the non-qualified stock option to purchase Common Stock granted under this Agreement.

Section 1.11 -     “Permitted Transferee” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Optionee (including adoptive relationships); any person sharing the Optionee’s household (other than a tenant or employee); any trust in which the Optionee and any of these persons have all of the beneficial interest; any foundation in which the Optionee and any of these persons control the management of the assets; any corporation, partnership, limited liability company or other entity in which the Optionee or any of these persons are the direct and beneficial owners of all of the equity interests (provided that the Optionee and these other persons agree in writing to remain the direct and beneficial owners of all such equity interests); and any personal representative of the Optionee upon the Optionee’s death for purposes of administration of the Optionee’s estate or upon the Optionee’s incompetence for purposes of the protection and management of the assets of the Optionee.

Section 1.12 -     “Person” shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.13 -     “Plan” shall mean the Peabody Energy Corporation 2011 Long-Term Equity Incentive Plan, as from time to time amended.

Section 1.14 -     “Retirement” shall mean “Retirement” as defined in the Optionee’s employment agreement with the Company.

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Section 1.15 -     “Subsidiary” shall mean 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 the “service recipient” (as defined in the regulations under Code Section 409A) with respect to the Optionee.

Section 1.16 -     “Substitute Share” shall mean a share or unit of equity which may be purchased pursuant to this Option following a Change of Control, as determined by the Committee pursuant to the Plan, Sections 2.4 and 2.5 hereof.

Section 1.17 -     “Termination of Employment” shall mean a termination of the Optionee’s employment with the Company, a Subsidiary or an Affiliate (regardless of the reason therefor).

ARTICLE II

GRANT OF OPTIONS

Section 2.1 -     Grant of Options. For good and valuable consideration, the Company hereby grants to the Optionee an option to purchase any part or all of the number of shares of Common Stock set forth on the signature page hereof upon the terms and subject to the conditions set forth in this Agreement.

Section 2.2 -     Exercise Price. The exercise price of the shares of Common Stock covered by the Option shall be such amount per share as set forth on the signature page hereof (which exercise price shall not be less than the Fair Market Value (as determined in accordance with guidance issued under Code Section 409A) of a share of Common Stock on the Grant Date), subject to adjustment pursuant to Sections 2.4 and 2.5 hereof without commission or other charge.

Section 2.3 -     No Obligation of Employment. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ 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 employment of the Optionee at any time for any reason whatsoever, with or without Cause.

Section 2.4 -     Adjustments in Options. In the event of the occurrence of one of the corporate transactions or other events listed in Section 12(a) of the Plan, the Committee shall make such substitution or adjustment as provided in Section 12(a) of the Plan and Section 2.5 hereof in order to equitably reflect such corporate transaction or other event. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

Section 2.5 -     Special Optional Treatment In the Event of a Change of Control. In order to maintain the Optionee’s rights upon a Change of Control with respect to the Option, or any portion thereof, the Committee, as constituted before such event, may, in its sole discretion, at the time of or in anticipation of a Change of Control, take any one of the following actions: (a) make any adjustment to the Option, or any portion thereof, as the Committee deems appropriate to reflect such Change of Control, (b) cause the Option, or any portion thereof, to be assumed, or have new rights substituted therefore, by the acquiring or surviving entity after such Change of

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Control, or (c) accelerate the vesting of the Option such that the Option shall become exercisable with respect to 100% of the shares of Common Stock underlying the Option. Additionally, the Committee, as constituted before such Change of Control may, in its sole discretion cancel this Option (to the extent then outstanding), or any outstanding portion hereof (whether or not vested) that: (i) has a per share exercise price which is greater than or equal to the Change of Control Price; or (ii) has a per share exercise price which is less than the Change of Control Price in exchange for a cash payment of an amount equal to (A) the difference between the Change of Control Price and the per share exercise price, multiplied by (B) the total number of shares of Common Stock underlying the portion of the Option that is vested and exercisable at the time of the Change of Control and that is cancelled pursuant to this clause (ii).

ARTICLE III

EXERCISABILITY OF OPTIONS

Section 3.1 -     Options. Unless otherwise provided in this Agreement, this Option shall become exercisable as follows:

Date Option Becomes Exercisable	Percentage of shares of Common Stock as to which Option Is Exercisable
First annual anniversary of Grant Date	33.33%
Second annual anniversary of Grant Date	66.67%
Third annual anniversary of Grant Date	100%

This Option shall become exercisable, pursuant to the schedule above, with respect to the nearest whole number of shares of Common Stock, as determined by the Committee in its sole discretion.

Section 3.2 -     Acceleration Events. Notwithstanding anything in this Article III to the contrary, this Option shall become exercisable with respect to 100% of the shares of Common Stock (or Substitute Shares, as applicable) early (but only to the extent such Option has not otherwise terminated or become exercisable) upon (i) a Termination of Employment on account of death or Disability of the Optionee, (ii) a Termination of Employment by the Company without Cause within twelve (12) months following a Change of Control; (iii) a Termination of Employment by Optionee for Good Reason within twelve (12) months following a Change of Control, or (iv) a determination by the Committee (in its sole discretion and as permitted by the Plan) to cause the Option to become exercisable with respect to 100% of the shares of Common Stock (or Substitute Shares, as applicable) underlying the Option.

Section 3.3 -     Effect of Termination of Employment. Except as otherwise provided in Section 3.2 hereof or in Optionee’s employment agreement with the Company in effect at the time of his employment termination, the Option shall not become exercisable as to any additional

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shares of Common Stock following a Termination of Employment, and the portion of the Option which is then unexercisable shall terminate immediately.

Section 3.4 -     Expiration of Options. This Option may not be exercised to any extent by the Optionee after the first to occur of the following events:

(a)The tenth anniversary of the date hereof; or

(b)The date of a Termination of Employment by the Company for Cause; or

(c)Upon a Change of Control, if either

(i) the Committee terminates this Option by paying the Optionee an amount equal to the product of (x) the difference between the Change of Control Price and the Exercise Price (unless the Exercise Price is greater than the Change of Control Price, in which case this Option shall be terminated) and (y) the aggregate number of shares of Common Stock then underlying the Option, or

(ii) the Option is already fully vested or becomes fully vested in connection with a Change of Control (which may only occur at the sole discretion of the Committee and only to the extent permitted by the Plan), and Optionee is permitted to exercise his Option prior to the Change of Control.

ARTICLE IV

EXERCISE OF OPTION

Section 4.1 -     Person Eligible to Exercise. During the lifetime of the Optionee, only he, or a Permitted Transferee, or in the event of Disability his committee or conservator, may exercise this Option or any portion thereof. After the death of the Optionee, the Option may, prior to the time when the Option becomes unexercisable under Section 3.4 hereof, be exercised by his beneficiary or estate or Permitted Transferee.

Section 4.2 -     Partial Exercise. Any exercisable portion of this Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.4 hereof; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

Section 4.3 -     Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to either the Executive Vice President Law, Chief Legal Officer and Secretary of the Company or the Vice President, Assistant General Counsel and Chief Compliance Officer of the Company (or either of such individual’s designee) of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.4 hereof:

(a)Notice, either orally or in a writing signed by the Optionee or another person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;

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(b)Full payment (in cash, in shares of Common Stock, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;

(c)Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

(d)In the event the Option or portion thereof is exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Section 4.4 -     Conditions to Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of an Option, or any portion thereof, 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 purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions:

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

(b)The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

Section 4.5 -     Rights as Stockholder. The holder of an Option shall not be, and shall not have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.

Section 4.6 -     Change of Control. Except as otherwise provided in the Plan, and Sections 2.4, 2.5 and 3.4 hereof, in the event of a Change of Control, then (a) any portion of the Option which is vested and exercisable at the time of such Change of Control shall be deemed exercised and shall be promptly settled for a cash amount equal to the product of (i) the difference between the Change of Control Price and the Exercise Price (unless the Exercise Price is greater than the Change of Control Price, in which case the vested and exercisable portion of the Option shall be terminated at the time of the Change of Control), and (ii) the aggregate number of shares of Common Stock for which the Option is vested and exercisable; and (b) with respect to any portion of the Option which is not vested and exercisable at the time of such Change of Control, such portion of the Option shall continue to vest according to the schedule set forth in Section 3.1 and 3.2 hereof, as applicable, and once vested may thereafter be exercised pursuant to the terms hereof, except that (I) the Adjusted Exercise Price shall apply to such exercise, and (II) the equity purchased in connection with such exercise shall be Substitute Shares.

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ARTICLE V

MISCELLANEOUS

Section 5.1 -     Administration. The Committee has the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2 -     Options Not Transferable. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or transfers without consideration to a Permitted Transferee to the extent permitted by the Plan.

Section 5.3 -     Shares to Be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

Section 5.4 -     Notices. Except as provided in Section 4.3 hereof, any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address set forth in the records of the Company. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 5.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Optionee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Optionee, and the Optionee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Optionee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

Section 5.5 -     Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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Section 5.6 -     Pronouns‑ The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 5.7 -     Applicability of Plan. The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the Option and such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

Section 5.8 -     Amendment.

(a)This Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Agreement.

(b)This Agreement is intended to be exempt from the application of Code Section 409A and shall, to the extent practicable, be construed accordingly. If either party to this Agreement reasonably determines that any amount payable pursuant to this Agreement would result in adverse tax consequences under Code Section 409A, then such party shall deliver written notice of such determination to the other party, and the parties hereby agree to work in good faith to amend this Agreement so it complies with the requirements of Code Section 409A and preserves as nearly as possible the original intent and economic effect of the affected provisions..

Section 5.9 -     Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by arbitration in St. Louis, Missouri. Arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. The Company shall pay or reimburse any legal fees in connection with such arbitration in the event that the Optionee prevails on a material element of his claim or defense. Payments or reimbursements of legal fees made under this Section 5.9 that are provided during one calendar year shall not affect the amount of such payments or reimbursements provided during a subsequent calendar year, payments or reimbursements under this Section 5.9 may not be exchanged or substituted for another form of compensation to the Optionee, and any such reimbursement or payment will be paid within sixty (60) days after the Optionee prevails, but in no event later than the last day of the Optionee’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment. This Section 5.9 shall remain in effect throughout the Optionee’s employment with the Company and for a period of five (5) years following the Optionee’s Termination of Employment.

Section 5.10 -     Governing Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

OPTIONEE	PEABODY ENERGY CORPORATION
_____________________________________	By____________________________________
Gregory H. Boyce	Its____________________________________
	Aggregate number of shares of Common Stock for which the Option granted hereunder is exercisable: ________
	Exercise Price per share of Common Stock: $____

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EX-10.5

Exhibit 10.5

Greg Boyce Cash-Settled Performance Unit Agreement

2014 Award

CASH-SETTLED PERFORMANCE UNITS AGREEMENT

THIS AGREEMENT (the “Agreement”), effective April 25, 2014 (the “Grant Date”), is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company”), and the undersigned employee 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 participate in future increases in Company value; and

WHEREAS, the Committee (as hereinafter defined) has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Performance Units provided for herein to the Grantee 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 issue said Performance Units;

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

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meanings specified below.

Section 1.1 -     “Affiliate” shall mean any other Person directly or indirectly controlling, controlled by, or under common control with the Company. For the 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 -     “Board” means the Board of Directors of the Company.

Section 1.3 -     “Cause” shall mean “Cause” as defined in the Grantee’s employment agreement with the Company.

Section 1.4 -     “Change of Control” For purposes hereof, “Change of Control” shall mean:

(a)any Person (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the beneficial owner, directly or indirectly, of securities of the Company, representing 50% or more of the combined voting power of the Company’s then-outstanding securities;

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(b)during any period of twenty-four consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section 1.4 or (ii) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change of Control) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least three-fourths (3/4) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)the consummation of any merger, consolidation, plan of arrangement, reorganization or similar transaction or series of transactions in which the Company is involved, other than such a transaction or series of transactions which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the securities of the Company or such surviving entity (or the parent, if any) outstanding immediately after such transaction(s) in substantially the same proportions as their ownership immediately prior to such transaction(s); or

(d)the shareholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

As used in this Section 1.4, “Person” (including a “group”), has the meaning as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (or any successor section thereto).

Section 1.5 -     “Committee” shall mean the Compensation Committee of the Board.

Section 1.6 -     “Common Stock” shall mean the common stock of the Company, par value $0.01.

Section 1.7 -     “Determination Date” shall mean the earliest to occur of the following events: (i) December 31, 2016; (ii) a Termination of Employment on account of death or Disability; or (iii) a Termination of Employment by the Company without Cause, or by the Grantee for Good Reason, in either case within the twelve (12) month period following a Change of Control. Solely for purposes of this Section 1.7, (a) the term “Change of Control” shall mean a Change of Control as defined in Section 1.4, but only to the extent the events constituting such Change of Control also constitute a “change of control event” (as defined in Treasury Regulations Section 1.409A-3(i)(5)(i)) with respect to the Company, and (b) the term “Disability” shall mean Disability as defined in Section 1.8, but only to the extent such Disability also constitutes a “disability” (as determined pursuant to Treasury Regulations Section 1.409A-3(i)(4)).

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Section 1.8 -     “Disability” shall mean the Grantee’s absence from the full-time performance of the Grantee’s duties pursuant to a reasonable determination made in accordance with the Company’s disability plan that the Grantee is disabled as a result of incapacity due to physical or mental illness that lasts, or is reasonably expected to last, for at least six months.

Section 1.9 -     “FMV per Share” shall mean the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date. Notwithstanding the foregoing, in the event of a Trade Ceasing Transaction, “FMV per Share” shall mean the per share value of equity based on amounts paid in the Trade Ceasing Transaction.

Section 1.10 -     “Good Reason” shall mean “Good Reason” as defined in the Grantee’s employment agreement with the Company.

Section 1.11 -     “Incentive Amount” shall mean the amount payable to the Grantee hereunder with respect to the Performance Units, if any, as calculated under Article IV.

Section 1.12 -     “Mining Assets” shall mean the assets of the Company related to its worldwide mining operations.

Section 1.13 -     “Performance Units” shall mean the cash-settled units granted on a performance basis under this Agreement.

Section 1.14 -     “Person” shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.15 -     “Retirement” shall mean “Retirement” as defined in the Grantee’s employment agreement with the Company.

Section 1.16 -     “Return on Mining Assets” shall mean the average annual adjusted operating profit on the Mining Assets between the Grant Date and the Determination Date, expressed as a percentage of the Mining Assets employed (calculated as the average of the assets employed at the beginning and the end of each year (or, if earlier, the Determination Date)) by the Company. For purposes hereof, adjusted operating profit shall include actual operating profit before taxes, as wells as add-backs for (a) net selling, general and administrative expenses, and (b) operating losses (or profits) associated with the operation of the Company’s Middlemount facility.

Section 1.17 -     “Subsidiary” shall mean any corporation 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 fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations below it in such chain.

Section 1.18 -     “Termination of Employment” shall mean a termination of the Grantee’s employment with the Company, a Subsidiary or an Affiliate (regardless of the reason therefor) that constitutes a “separation from service” as defined in Section 409A of the Internal Revenue Code

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of 1986, as amended, or applicable regulations or other guidance issued thereunder (“Section 409A”).

Section 1.19 -     “Trade Ceasing Transaction” means a Change of Control following which shares of Common Stock cease to be publicly traded on a securities exchange, irrespective of whether any equity of an acquiring or surviving entity is publicly traded on a securities exchange.

ARTICLE II

GRANT OF PERFORMANCE UNITS

Section 2.1 -     Grant of Performance Units. For good and valuable consideration, the Company hereby grants to the Grantee the number of Performance Units set forth on the signature page hereof upon the terms and subject to the conditions set forth in this Agreement.

Section 2.2 -     No Obligation of Employment. Nothing in this Agreement shall confer upon the Grantee any right to continue in the employ 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 employment of the Grantee at any time for any reason whatsoever, with or without Cause.

Section 2.3 -     Adjustments in Performance Units. In the event of any Company stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the capital structure of the Company, corporate separation or division of the Company (including, but not limited to, a split-up, spin-off, split-off or distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or a substantial portion of its assets (measured on either a stand-alone or consolidated basis), reorganization,rights offering, partial or complete liquidation, or any other corporate transaction, Company share offering or other event involving the Company and having an effect similar to any of the foregoing, the Committee may make such substitution or adjustments in the characteristics or terms of the Performance Units as it may determine appropriate in its sole discretion to equitably reflect such corporate transaction, share offering or other event. Any such adjustment made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons.

Section 2.4 -     Special Treatment In the Event of a Change of Control. In addition to any adjustment that may be made pursuant to Section 2.3 hereof, in order to maintain the Grantee’s rights upon a Change of Control with respect to the Performance Units, the Committee, as constituted before such event, may, in its sole discretion, in connection with a Change of Control, take any one of the following actions: (i) make any adjustment to the Performance Units as the Committee deems appropriate to reflect such Change of Control, (ii) cause the Performance Units to be assumed, or have new rights substituted therefore, by the acquiring or surviving entity after such Change of Control, or (iii) subject to the requirements of Section 409A, accelerate the vesting of the Performance Units and/or payment of the Incentive Amount so that the Performance Units become fully vested and non-forfeitable and the Incentive Amount is paid in connection with such Change of Control, but only if such Change of Control is also a “change of control event” (as defined in Treasury Regulations Section 1.409A-3(i)(5)(i)) with respect to the Company.

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ARTICLE III

VESTING AND FORFEITURE OF PERFORMANCE UNITS

Section 3.1 -     Performance Units. Unless the Grantee incurs a Termination of Employment with the Company for Cause or due to his Retirement without the Grantee giving six (6) months written notice, then regardless of whether the Grantee remains employed, the Performance Units shall vest on the fifteenth (15^th) day of each calendar month, in equal monthly increments, during the period beginning on January 2, 2014 and ending on December 31, 2016 (the “Performance Cycle”), such that 11.1111% of the Performance Units are vested as of the Grant Date. For the avoidance of doubt, (a) if the Grantee incurs a Termination of Employment with the Company for Cause then all Performance Units (whether or not they are vested) shall terminate and the Grantee shall not become entitled to the Incentive Amount hereunder, and (b) if the Grantee incurs a Termination of Employment with the Company due to his Retirement without the Grantee giving six (6) months written notice, no further Performance Units shall become vested following such Termination of Employment and the Grantee shall become entitled to the Incentive Amount calculated and payable pursuant to Article IV hereof with respect to the Performance Units that are vested as of the date of his Termination of Employment.

Section 3.2 -     Effect of Certain Events. Notwithstanding the foregoing Section 3.1, during the Performance Cycle, upon the Grantee’s Termination of Employment either (a) within twelve months following a Change of Control, provided such Termination of Employment is by the Company without Cause or by the Grantee for Good Reason; or (b) on account of the Grantee’s death or Disability, all of the Performance Units shall become immediately vested and the Grantee shall become entitled to the Incentive Amount calculated and payable pursuant to Article IV hereof with respect to the Performance Units that are or become vested as of the date of his Termination of Employment.

ARTICLE IV

CALCULATION AND PAYMENT OF INCENTIVE AMOUNT

Section 4.1 -     Calculation of Incentive Amount. Calculation of Incentive Amount. The Incentive Amount, if any, payable to the Grantee hereunder shall be calculated as of the Determination Date in accordance with this Section 4.1.

(a)Pre-Change of Control. The Incentive Amount shall equal the result of the following formula:

(0.5 x A x B x C) + (0.5 x A x B x D);

where

“A” = the number of Performance Units that are vested as of the Determination Date pursuant to Article III hereof;

“B” = the FMV per Share as of the Determination Date;

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“C” = the applicable composite total shareholder return payout percentage determined under Section 4.2 below (the “Composite TSR Percentage”) as of the Determination Date; and

“D” = the applicable ROMA payout percentage determined under Section 4.3 below (the “ROMA Percentage”) as of the Determination Date.

(b)Post-Change of Control that is not a Trade Ceasing Transaction. Notwithstanding Section 4.1(a) hereof, if a Change of Control that is NOT a Trade Ceasing Transaction occurs, then on the Determination Date, the Incentive Amount shall be equal to the sum of the amounts determined pursuant to clauses (i) and (ii) immediately below:

(i)Pre-Transaction Amount. The pre-transaction amount shall equal the result of the following formula:

(0.5 x A x B x C) + (0.5 x A x B x D)

Where:

“A” = the number of Performance Units that are vested as of the date of the Change of Control;

“B” = the FMV per Share as of the date of the Change of Control;

“C” = the Composite TSR Percentage as of the date of the Change of Control; and

“D” = the ROMA percentage as of the date of the Change of Control.

(ii)Post-Transaction Amount. The post-transaction amount shall equal the result of the following formula:

(0.5 x E x F x G) + (0.5 x E x F x H)

Where:

“E” = the number of Performance Units that became vested after the date of the Change of Control through the Determination Date;

“F” = the FMV per Share as of the date of the Determination Date;

“G” = the Composite TSR Percentage as of the Determination Date; and

“H” = 100%.

An example of how the Incentive Amount is intended to be determined if the Determination Date is after a Change of Control that is not a Trade Ceasing Transaction is attached as Exhibit A.

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(c)Post-Trade Ceasing Transaction. Notwithstanding Section 4.1(a) hereof, if a Change of Control that is ALSO a Trade Ceasing Transaction occurs, then on the Determination Date, the Incentive Amount shall be equal to the sum of the amounts determined pursuant to clauses (i) and (ii) immediately below:

(i)Pre-Transaction Amount. The pre-transaction amount shall equal the result of the following formula:

(0.5 x A x B x C) + (0.5 x A x B x D)

Where:

“A” = the number of Performance Units that are vested as of the date of the Trade Ceasing Transaction;

“B” = the FMV per Share as of the date of the Trade Ceasing Transaction;

“C” = the Composite TSR Percentage as of the date of the Trade Ceasing Transaction; and

“D” = the ROMA percentage as of the date of the Trade Ceasing Transaction.

(ii)Post-Transaction Amount. The post-transaction amount shall equal the result of the following formula:

(0.5 x E x F x G) + (0.5 x E x F x H)

Where:

“E” = the number of Performance Units that became vested after the date of the Trade Ceasing Transaction through the Determination Date;

“F” = the FMV per Share as of the date of the date of the Trade Ceasing Transaction;

“G” = 100%; and

“H” = 100%.

An example of how the Incentive Amount is intended to be determined if the Determination Date is after a Trade Ceasing Transaction is attached as Exhibit B.

(d)Multiple Transactions. In the event that multiple Change of Control transactions occur, the Committee shall equitably determine how the Incentive Amount shall be calculated based on the principles set forth in Sections 4.1(b) and 4.1(c) hereof.

Section 4.2 -     Composite TSR Percentage. The Composite TSR Percentage equals the sum of the weighted payout percentages derived under paragraphs (a) and (b) below as of the Determination Date.

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(a)Cumulative TSR - Peer Group Weighted Payout Percentage. The Cumulative TSR - Peer Group measure represents the Company’s average total shareholder return (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date), expressed as a percentile ranking in an industry peer group (which peer group shall include Alpha Natural Resources, Inc.; Arch Coal Inc.; Cloud Peak Energy, Inc.; Consol Energy, Inc.; Market Vectors Coal ETF (KOL);and Walter Energy) that corresponds with a specified payout percentage.

The table below is used to determine the applicable payout percentage, which is then multiplied by 50% to determine the Cumulative TSR - Peer Group weighted payout percentage for purposes of the Composite TSR Percentage.

Cumulative TSR - Peer Group

Total Shareholder Return Percentile Ranking1	< 35th	35th	42.5th	50th	62.5th	≥ 75th
Payout Percentage	0%	40%	70%	100%	150%	200%

Notwithstanding the foregoing, if the Company’s average total shareholder return as of the Determination Date (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date) is negative, the following shall apply:

(i)If the Company’s total shareholder return percentile ranking is at or above the 50th percentile of the peer group, then the applicable payout percentage used to determine the Cumulative TSR - Peer Group weighted payout percentage for purposes of the Composite TSR Percentage shall be 100%.

(ii)If the Company’s total shareholder return percentile ranking is below the 50th percentile of the peer group, then the Cumulative TSR - Peer Group weighted payout percentage shall be 0%.

(b)Cumulative TSR - S&P 500 Index Weighted Payout Percentage. The Cumulative TSR - S&P 500 Index measure represents the Company’s average total shareholder return (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks

________________________

¹  To the extent the Total Shareholder Return Percentile Ranking is between the listed rankings, then the Payout Percentage shall be interpolated. For example, if the Total Shareholder Return Percentile Ranking is at the 56.25^th percentile, then the Payout Percentage shall equal 125%.

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immediately following the Grant Date), expressed as a percentile ranking in the Standard & Poor’s 500 Index that corresponds with a specified payout percentage.

The table below is used to determine the applicable payout percentage, which is then multiplied by 50% to determine the Cumulative TSR - S&P 500 Index weighted payout percentage for purposes of the Composite TSR Percentage.

Cumulative TSR - S&P 500 Index

Total Shareholder Return Percentile Ranking2	< 35th	35th	42.5th	50th	62.5th	≥ 75th
Payout Percentage	0%	40%	70%	100%	150%	200%

Notwithstanding the foregoing, if the Company’s average total shareholder return as of the Determination Date (based on the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately preceding the Determination Date compared to the average of the closing prices of the shares of Common Stock for the four (4) weeks immediately following the Grant Date) is negative, the following shall apply:

(i)If the Company’s total shareholder return percentile ranking is at or above the 50th percentile of the Standard & Poor’s 500 Index, then the applicable payout percentage used to determine the Cumulative TSR - S&P 500 Index weighted payout percentage for purposes of the Composite TSR Percentage shall be 100%.

(ii)If the Company’s total shareholder return percentile ranking is below the 50th percentile of the Standard & Poor’s 500 Index, then the Cumulative TSR - S&P 500 Index weighted payout percentage shall be 0%.

(c)For purposes of this Section 4.2, references to the S&P 500 Index shall be deemed to be references to such index, but in all cases excluding the financial services companies that would otherwise be included in such index.

Section 4.3 -     ROMA Percentage. The ROMA Percentage equals the payout percentage derived pursuant to this Section 4.3 as of the Determination Date. The ROMA Percentage measure represents the Company’s aggregate Return on Mining Assets, expressed as a percentage that corresponds with a specified payout percentage. The table below is used to determine the applicable payout percentage.

_________________________

²  To the extent the Total Shareholder Return Percentile Ranking is between the listed rankings, then the Payout Percentage shall be interpolated. For example, if the Total Shareholder Return Percentile Ranking is at the 56.25^th percentile, then the Payout Percentage shall equal 125%.

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Return on Mining Assets

Return on Mining Assets3	< 5.6%	5.6%	7.5%	≥ 9.4%
Payout Percentage	0%	50%	100%	200%

Section 4.4 -     Form and Time of Payment.

(a)General. Subject to Section 4.4(b) hereof, the Incentive Amount shall be paid to the Grantee in cash as soon as administratively feasible, but not later than the ninetieth (90th) day following, the Determination Date.

(b)Specified Employee. If the Determination Date is triggered by a Termination of Employment other than due to death and at the time of such Termination of Employment the Grantee is a “specified employee” (as such term is defined in Section 409A, but generally meaning one of the Company’s key employees within the meaning of Code Section 416(i)), the Incentive Amount shall be paid to the Grantee on the first day of the seventh month after the Determination Date.

ARTICLE V

MISCELLANEOUS

Section 5.1 -     Administration. The Committee has the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of this Agreement as are consistent herewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Performance Units or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Agreement.

Section 5.2 -     Performance Units Not Transferable. Neither the Performance Units nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Grantee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition is voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

_________________________

³  To the extent the Return on Mining Assets is between the listed percentages, then the Payout Percentage shall be interpolated. For example, if the Return on Mining Assets is 6.55%, then the Payout Percentage shall equal 75%.

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Section 5.3 -     Withholding. In connection with the payment of the Incentive Amount, unless the Grantee makes alternative arrangements satisfactory to the Company to personally remit required withholding amounts, then as of the date that all or a portion of the Incentive Amount is paid, the Company will withhold a portion of such Incentive Amount equal to the aggregate amount required by law to be withheld by the Company in connection with such payment for applicable federal, state, local and foreign taxes of any kind.

Section 5.4 -     Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Grantee shall be addressed to him at the address set forth in the records of the Company. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him or it. Any notice which is required to be given to the Grantee shall, if the Grantee is then deceased, be given to the Grantee’s personal representative if such representative has previously informed the Company of his, her or its status and address by written notice under this Section 5.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

Section 5.5 -     Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 -     Pronouns ‑ The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 5.7 -     Amendment.

(a)This Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Agreement.

(b)This Agreement is intended to comply with Section 409A and shall, to the extent practicable, be construed in accordance therewith. If either party to this Agreement reasonably determines that any amount payable pursuant to this Agreement would result in adverse tax consequences under Section 409A, then such party shall deliver written notice of such determination to the other party, and the parties hereby agree to work in good faith to amend this Agreement so it complies with the requirements of Section 409A and preserves as nearly as possible the original intent and economic effect of the affected provisions.

Section 5.8 -     Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by arbitration in St. Louis, Missouri. Arbitrators shall be selected, and arbitration shall be conducted, in accordance with the rules of the American Arbitration Association. The Company shall pay or reimburse any legal fees in connection with such arbitration in the event that the Grantee prevails on a material element of his claim or defense.

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Payments or reimbursements of legal fees made under this Section 5.8 that are provided during one calendar year shall not affect the amount of such payments or reimbursements provided during a subsequent calendar year, payments or reimbursements under this Section 5.8 may not be exchanged or substituted for another form of compensation to the Grantee, and any such reimbursement or payment will be paid within sixty (60) days after the Grantee prevails, but in no event later than the last day of the Grantee’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment. This Section 5.8 shall remain in effect throughout the Grantee’s employment with the Company and for a period of five (5) years following the Grantee’s Termination of Employment.

Section 5.9 -     Governing Law. The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESSWHEREOF, this Agreement has been executed and delivered by the parties hereto.

GRANTEE	PEABODY ENERGY CORPORATION
/s/ Gregory H. Boyce _______________________________	/s/ Andrew P. Slentz By: _________________________________
Gregory H. Boyce	Name: Andrew P. Slentz
	Its: Executive Vice President & Chief Human Resources Officer
	Aggregate number of Performance Units granted hereunder: 172,240

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EXHIBIT A

EXAMPLE OF HOW THE INCENTIVE AMOUNT

IS DETERMINED IF THE DETERMINATION DATE

IS AFTER ACHANGE OF CONTROL THAT IS NOT

A TRADE CEASING TRANSACTION (SECTION 4.1(b))

Facts for purposes of this example:

Aggregate number of Performance Units	180
Grant Date	1/1/2014
Date of Change of Control	4/1/2015
Determination Date	12/31/2016
FMV per Share on the date of Change of Control	$25.00
FMV per Share on the Determination Date	$30.00
Composite TSR Percentage as of the date of Change of Control	70%
Composite TSR Percentage as of the date of Change of Control	120%
ROMA Percentage as of the date of Change of Control	110%

Calculation:

Pre-Transaction Amount (determined pursuant to Section 4.1(b)(i)): $1,687.50

Units vested as of the Change of Control: 75 (5 units per month for 15 months)

FMV per Share as of date of Change of Control: $25.00

Composite TSR Percentage as of the date of Change of Control: 70%

ROMA Percentage as of the date of Change of Control: 110%

Calculation: (0.5 x 75 x $25.00 x 70%) + (0.5 x 75 x $25.00 x 110%) = ($656.25 + $1,031.25) $1,687.50

Post-Transaction Amount (determined pursuant to Section 4.1(b)(ii)): $3,465

Units vested between Change of Control and the Determination Date: 105

FMV per Share as of as of the Determination Date: $30.00

Composite TSR Percentage as of Determination Date: 120%

Calculation: (0.5 x 105 x $30.00 x 120%) + (0.5 x 105 x $30.00 x 100%) = ($1,890 +

$1,575) $3,465

Incentive Amount (sum of Pre-Transaction Amount and Post-Transaction Amount): $5,152.50

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EXHIBIT B

EXAMPLE OF HOW THE INCENTIVE AMOUNT

IS DETERMINED IF THE DETERMINATION DATE IS AFTER

A TRADE CEASING TRANSACTION (SECTION 4.1(c))

Facts for purposes of this example:

Aggregate number of Performance Units	180
Grant Date	1/1/2014
Date of Trade Ceasing Transaction	4/1/2015
Determination Date	12/31/2016
FMV per Share on the date of Trade Ceasing Transaction	$25.00
Composite TSR Percentage as of the date of Trade Ceasing Transaction	70%
ROMA Percentage as of the date of Trade Ceasing Transaction	110%

Calculation:

Pre-Transaction Amount (determined pursuant to Section 4.1(c)(i)): $1,687.50

Units vested as of the Trade Ceasing Transaction: 75 (5 units per month for 15 months)

FMV per Share as of date of Trade Ceasing Transaction: $25.00

Composite TSR Percentage as of the date of Trade Ceasing Transaction: 70%

ROMA Percentage as of the date of Trade Ceasing Transaction: 110%

Calculation: (0.5 x 75 x $25.00 x 70%) + (0.5 x 75 x $25.00 x 110%) = ($656.25 + $1,031.25) $1,687.50

Post-Transaction Amount (determined pursuant to Section 4.1(c)(ii)): $2,625

Units vested between Trade Ceasing Transaction and Determination Date: 105

FMV per Share as of as of date of Trade Ceasing Transaction: $25.00

Calculation: (0.5 x 105 x $25.00 x 100%) + (0.5 x 105 x $25.00 x 100%) = ($1,312.50 + $1,312.50) $2,625

Incentive Amount (sum of Pre-Transaction Amount and Post-Transaction Amount): $4,312.50

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