TRANSITION AGREEMENT

You agree that, upon the request of the Company, you will cooperate in any pending or future litigation or governmental inquiry which involves any interests of the Company, its parent companies and their subsidiaries or affiliates (collectively the “Companies”), to which you are not a party adverse to the Companies and in relation to which you have knowledge or information. Upon the request of and at the expense of the Companies, and upon reasonable notice, you will testify truthfully in such proceedings, in any jurisdiction, whether or not such testimony can otherwise be compelled. The Companies will attempt to schedule such testimony in a manner that does not interfere with your professional and/or personal obligations, but cannot guarantee such scheduling.

Subject to the provisions of paragraph 7, you hereby irrevocably and unconditionally waive, on behalf of yourself and each of your heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the “Releasors”) any and all claims, demands, causes of action, costs and expenses for damages (whether known or unknown) which you had, now have or may have against the Companies on any grounds whatsoever, whether known or not at the time of execution of this Agreement, including without limitation any claims arising out of your employment with, or other service as an officer or director of, any of the Companies or in connection with the termination of such employment or other service, and, on behalf of yourself and the other Releasors, hereby release and discharge forever the Companies and all of their predecessors, successors, assigns and their respective current and former employees, officers, directors, shareholders, insurers, agents and counsel (hereinafter, with the Companies, collectively referred to as the “Releasees”) from any such claims or demands. This Release includes, but is not limited to, the following: (i) any claim under any contract, tort, or any other local, state, or federal statutory or common law, including, but not limited to, any claim that the Releasees, jointly or severally, breached any contract or promise, express or implied, or any term or condition of your employment, and any claim for promissory estoppel or wrongful discharge arising out of your employment with the Companies or any of the Releasees and/or the termination of such employment; (ii) any claim of unjust, wrongful, or tortious discharge (including any claim of fraud, negligence, retaliation for whistle blowing, or intentional infliction of emotional distress); (iii) any claim of defamation or other common-law action; (iv) any claims of discrimination on any basis, including, without limitation, age, appearance, color, disability, gender identification, marital status, military status, national origin, political affiliation, race, religion, sex, sexual orientation, veteran status, or any other characteristic (including, but not limited to, status as a “whistleblower”), under any federal, state, or local statute, ordinance, order, or law, including, but not limited to, the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., (including but not limited to the Older Worker's Benefit Protection Act), the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act of 1938, 29 U.S.C. § 201 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601, the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq., the Lilly Ledbetter Fair Pay Act of 2009, the Pregnancy Discrimination Act of 1978, or the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 210l, et seq., all as amended; (v) any claim under any Missouri employment law; and/or (vi) any other claim relating to your employment or other service as an officer or director, the termination of your employment or such other service or the Releasees' failure to reemploy you under any federal, state or local statute, ordinance, order or law. Except as provided in paragraph 7 below, this Release is intended to cover all possible legal and/or equitable relief, including, but not limited to, reinstatement, wages, back pay, front pay, benefits, perquisites, compensatory damages, punitive damages, liquidated damages, damages for pain or suffering, damages for emotional distress, damages for loss of consortium, and attorneys' fees. You further agree not to file any claim, complaint, or cause of action or lawsuit against the Releasees that you have released in this Release. You understand and acknowledge that, except as provided in paragraph 7 and for claims arising after the date hereof, the provisions

You acknowledge that, as of the date you sign this Release: (a) you have properly disclosed to the Companies any work-related injury(s); (b) you have been paid in full all wages due and owing to you for any and all work performed for the Companies; and (c) you have properly disclosed to the Companies all facts or circumstances of which you are aware that may constitute a violation by the Companies of the Fair Labor Standards Act or a state law equivalent.

You understand that you are not waiving any rights or claims that may arise after this document has been signed by you. In exchange for signing this document, you will be given the rights and benefits provided herein and in your Transition Agreement, which constitute monies and benefits to which you are not already entitled. You further represent and agree that, except as enumerated in your Transition Agreement, as well as any surviving obligations in your Employment Agreement, you are not entitled to any other payment or remuneration of any kind.

You hereby acknowledge that you have been advised to consult with an attorney before you sign this document and that, for a period of seven (7) days after the date on which you execute this Release, you may revoke this Release, but such revocation would only apply to claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., (including but not limited to the Older Worker's Benefit Protection Act); that this Release is not effective or enforceable with respect to the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., (including but not limited to the Older Worker's Benefit Protection Act) until such seven (7) day period has expired; that, if you exercise your right to revoke this Release within seven (7) days after signing this Release, all provisions contained in this Release relating to the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., (including but not limited to the Older Worker's Benefit Protection Act) shall be null and void and the contents of this Release may not be used by either party for any such purpose, but that it shall remain fully in effect and enforceable for all other purposes; that, should you decide to revoke this Release for the purposes set forth in this paragraph 5, such revocation must be in writing and delivered to Vice President of Corporate and International Human Resources, Peabody Energy, 701 Market Street, St. Louis, MO 63101, by personal delivery or by first class mail, postage prepaid, or certified mail within the same seven (7) day period (if mailed, the date of the postmark or certification will be used to determine the date of revocation); and that should any such revocation occur, you will forfeit your right to receive any and all benefits (including severance payments) that are to be paid or provided pursuant to your Transition Agreement to the extent such benefits are contingent upon execution and non-revocation of a release of claims against some or all of the Releasees.

You acknowledge that you have been informed that you have up to twenty-one (21) days within which to consider this Release prior to your execution of it.

It is specifically understood and agreed that this Release has no effect on your rights: (a) with regard to claims that cannot be waived by law; however, you acknowledge and agree that you waive any right to monetary recovery should any federal, state, or local administrative agency or commission pursue any claims on your behalf arising out of or related to your employment with and/or separation from the Company; (b) to receive retirement benefits from the Company's retirement plans accrued and vested on or prior to the Termination Date; (c) to continue participation in any Company health insurance plan pursuant to the provisions of COBRA following the Termination Date; (d) to continue participation in all other applicable Company benefit plans until the Termination Date, subject to the terms of such plans as they may exist from time to time; and (e) with regard to a workers' compensation claim, if applicable. You further acknowledge and agree that your participation in any of the Company's disability, life insurance, accidental death and dismemberment, and/or other related plans shall cease in accordance with the terms of the respective plan, and that you have been informed that the Company's Long Term Disability plan requires as a condition of participation that the employee be “actively at work” and that you will not, therefore, be eligible to continue to participate in such plan after the Termination Date, except as a result of your exercising any conversion rights as contained in the plan. Furthermore, nothing in this Release modifies or affects any rights that you have (i) to be indemnified and held harmless for your acts and omissions to act as an employee of the Company under any insurance policy procured and maintained by the Company, any Indemnification Agreement with or indemnification policy of the Company or of any other party, as in effect at any time and from time to time (including, but not limited to, the Company's Amended and Restated By-Laws, Article IV, Indemnification), or under applicable law, (ii) to be paid amounts due pursuant to, and to be provided benefits required to be provided by your Transition Agreement and your Employment Agreement, incorporated herein by reference.

You expressly represent that you have relied on no representations or statements other than those, which appear in your Transition Agreement. There shall be no modifications or amendments to your Transition Agreement unless they are in writing and signed by all of the parties.

You agree to relinquish any and all rights to reemployment or reinstatement as an employee with the Companies and you agree not to apply or otherwise seek employment or reemployment with the Companies in any capacity. The Companies shall have the right to reject without cause any application for future employment made by you.

You hereby reaffirm your obligations pursuant to Section 13 of your Employment Agreement. In addition, you hereby reaffirm all other post-employment obligations you have pursuant to your Transition Agreement.

You expressly represent that you have not assigned any claim being released under this Release.

You expressly represent that you have not filed, and you agree not to initiate or cause to be initiated on your behalf, any complaint, charge, claim or proceeding against the Releasees before any local, state or federal agency, court or other body relating to your employment or other service as an officer or director of the Companies or the termination of your employment or such other service, other than with respect to claims which by virtue of paragraph 7 are not released (each, individually, a “Proceeding”), and you agree not to participate voluntarily in any Proceeding. You hereby waive any right you may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. The preceding two sentences, however, shall not preclude you from filing a charge with or participating in any administrative investigation or proceeding by the Equal Employment Opportunity Commission or another Fair Employment Practices agency, but you are waiving your right to recover money in connection with any such charge or investigation.

You acknowledge that this Release provided hereunder does not constitute and should not be construed as an admission of liability or wrongdoing by the Releasees with respect to any claim asserted by you or by any other employee. You also understand that, by signing this Release, you are giving up any rights to receive any remedial and/or monetary relief (for example, reinstatement, back pay, front pay, emotional distress damages and punitive damages) as a consequence of any charge or complaint filed with the EEOC or any other human rights commission.

You represent and warrant that, unless otherwise agreed between you and the Company and except for any materials that you have the right to retain under applicable law, you have made reasonable efforts to return all Company property in your possession, including without limitation all Company files, access keys and codes, desk keys, ID badges, computers, records, manuals, electronic devices, computer programs, papers, electronically stored information or documents, telephones and credit cards, and that you have not knowingly retained copies of any Company property, either electronically or in print.

You and the Companies agree that this Release shall be construed under the laws of the state of Missouri, except as otherwise preempted by the Employee Retirement Income Security Act of 1974.

You understand that, if any of the provisions of this Release are declared invalid, void or unenforceable, in whole or in part, all other provisions of this Release shall remain in full force and effect.

You understand that other than your Transition Agreement, your Employment Agreement and your Indemnification Agreement, this Release supersedes and replaces any other agreement, whether written or oral, and represents the entire agreement between the parties in respect of the subject matter hereof, and that other than your Transition Agreement, your Employment Agreement and your Indemnification Agreement, there are no other understandings or agreements between the parties regarding your employment, your benefits or termination from the Company. You further acknowledge: that you have read this Release; that you have been given an opportunity to review this Release with legal counsel of your own choosing, at your own expense; that you have apprised yourself of sufficient relevant information, through sources of your own selection, in order that you might intelligently exercise your own judgment in deciding whether to execute this Release; that you have freely executed this Release on the basis of your own judgment, belief, and knowledge, and not on the basis of any representation by the Companies, their attorneys, or anyone acting on their behalf; and that you are not relying on any promise or representation whatsoever not contained herein or in the Transition Agreement or your Employment Agreement as an inducement to execute this Release.