31 January 2014;

Deed of Retirement

Details    3

1.    Defined terms & interpretation    4

1.1    Defined terms    4

2.    Retirement    4

3.    Resignation from all directorships    4

4.    Retirement benefits    4

4.1    Payment of accrued entitlements    4

4.2    Payment of prior accrued benefits    5

4.3    Payment of bonus    5

4.4    Tax and approvals    5

5.    Long term incentive awards    5

5.1    Continuation of Existing Grants    5

5.2    Mr Ford to ensure compliance    5

6.    Pension    5

7.    Termination of Employment Contract    6

7.1    Termination    6

7.2    Continuance of Terms    6

8.    Release and discharge    6

8.1    Release by Mr Ford    6

8.2    Release by PEAC    6

9.    Future assistance    6

10.    Legal advice    7

11.    Costs    7

12.    General    7

12.1    Entire agreement    7

12.2    Counterparts    7

12.3    Severability    7

12.4    Applicable law    7

Schedule 1 - Signing page    8

Details

Parties

Background

Energy Group (Employment).

2014 (Retirement Date).

Agreed terms

1.    Defined terms & interpretation

1.1    Defined terms

In this Deed:

Beneficiaries means each of the Peabody Energy Group Members and each of their current and former directors, officers and employees.

Peabody Energy Group means Peabody Energy Corporation (PEC), PEAC and their Related

Bodies Corporate and Group Member means any member of the Peabody Energy Group.

Liability includes any liability of any kind arising out of or related to the Employment, the

Employment Contract or the Retirement.

Mr Ford includes the successors, assignees and estate executors or administrators of Mr Ford.

PEAC includes the successors and assignees of PEAC.

Peabody Sourced Income means income received by Mr Ford sourced from any Peabody Energy company including remuneration as an employee, income received from consultancy services and the payment of bonuses and other deferred benefits (including those payable pursuant to clause 4 of this Deed) but excludes any income received by Mr Ford from the sale of Peabody shares at

any time.

Related Bodies Corporate means a company which is a related body corporate of PEC of PEAC within the meaning of that term in the Corporations Act 2001 and includes the successors and assignees of each Related Body Corporate.

2.    Retirement

3.    Resignation from all directorships

Mr Ford will resign all of his directorships of any company within the Peabody Energy Group effective 31 January 2014. Mr Ford will provide any written notice required to comply with this requirement.

4.    Retirement benefits

4.1    Payment of accrued entitlements

On or immediately after 31 January 2014, PEAC will pay to Mr Ford:

(a)    Any amount of Base Salary (as defined in the Employment Contract) due to Mr Ford up to

(c)    Payment in respect of business expenses properly incurred by Mr Ford up to 31 January

2014 and properly submitted for reimbursement .

4.2    Payment of prior accrued benefits

On or immediately prior to the date which is six months after the date the Consultancy Agreement expires or is terminated , PEAC will pay to Mr Ford an amount of US$800,000 as a payment due pursuant to clause 13.2(c) of the Employment Contract. Because it is contemplated that Mr Ford will continue to provide services to the Peabody Energy Group pursuant to the Consultancy Agreement, he will continue to be subject to the requirements of the U.S. Internal Revenue Code in respect of separation payments until the Consultancy ends, presently contemplated to occur on

31 December 2014.

4.3    Payment of bonus

In accordance with clause 13.3 of the Employment Contract, PEAC will pay to Mr Ford:

Bonus).

4.4    Tax and approvals

All payments pursuant to this Deed will be made:

(a)    With a deduction of applicable tax; and

5.    Long term incentive awards

5.1    Continuation of Existing Grants

Mr Ford will remain entitled to existing grants made to him under the PEC Long Term Equity Incentive Plan (LTI Plan) in accordance with the terms of each separate grant agreement subject to the following:

5.2    Mr Ford to ensure compliance

Mr Ford will be responsible for ensuring that any dealing in shares which he owns or receives as a result of a grant under the LTI Plan are fully compliant with all reporting, procedural, administrative and other regulatory requirements which apply in respect of the dealings.

6.    Pension

Nothing in this Deed will affect Mr Ford's rights or entitlement under any pension, superannuation or retirement fund or plan which he has in respect of his Employment at any time within the Peabody Energy Group.

7.    Termination of Employment Contract

7.1    Termination

The Employment Contract will terminate by mutual agreement on 31 January 2014, as a consequence of Mr Ford's Retirement.

7.2    Continuance of Terms

Clauses 11 (intellectual property rights), clause 16 (tax return preparation limited to its application for any financial year in which Mr Ford receives Peabody Sourced Income) and clause 17 (non disclosure of confidential information, non competition and non solicitation) of the Employment Contract will continue to apply in accordance with their terms, on the basis that the Term of the Employment Contract will be deemed to have expired on 31 January 2014.

8.    Release and discharge

8.1    Release by Mr Ford

8.2    Release by PEAC

7.2, PEAC releases, discharges and indemnifies Mr Ford from and against all Liability, howsoever and whenever arising, except for liability arising as a result of fraud or any breach of clauses 11, 16 or 17 of the Employment Contract (PEAC's Release).

9.    Future assistance

Mr Ford will make himself reasonably available, on reasonable terms as to compensation, to provide support including advice, information or assistance to PEAC or other members of the Peabody Energy Group if, after his Retirement, disputes, litigation, investigations or other circumstances arise where his information or other support is required.

Examples of support which might be required to be provided pursuant to this clause include:

(a)    Information, including the provision of a written statement about matters within his

knowledge;

(b)    Support in litigation, including giving evidence on a voluntary basis as required;

(c)    Assistance in identifying relevant sources of information in relation to identified

circumstances.

10.    Legal advice

Mr Ford acknowledges that he has obtained, or has had the opportunity to obtain, independent legal advice in relation to the terms and conditions outlined in this Deed and that the Deed is signed voluntarily after consideration of that advice.

11.    Costs

PEAC and Mr Ford bear their own costs of and incidental to the preparation and execution of this

Deed.

12.    General

12.1    Entire agreement

This Deed:

(a)    constitutes the entire agreement between the parties as to its subject matter; and

12.2    Counterparts

This Deed may be executed in counterparts and, if so, together all counterparts make a single

Deed.

12.3    Severability

Part or all of any clause of this Deed that is illegal or unenforceable will be severed from this

Deed and the remaining provisions of this Deed continue in force.

12.4    Applicable law

This Deed is governed by the law applicable in Queensland and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Queensland.

Schedule 1- Signing page     

EXECUTED as a deed.