EX-101 INSTANCE DOCUMENT

We, the parties, refer to the Deed of Guarantee between us dated 29 July 2011 (the Deed of Guarantee).

The Deed of Guarantee is amended and restated to read as set out in the Schedule (with the amendments marked for ease of identification).

This Deed takes effect, and we agree to be bound by the Deed of Guarantee (as amended by this Deed), from the date of this Deed.

Except as specifically amended by this Deed, all terms and conditions of the Deed of Guarantee remain in full force and effect. With effect from the date of this Deed, the Deed of Guarantee (as amended by this Deed), is to be read as a single integrated document incorporating the amendments effected by this Deed.

This Deed is governed by the laws of New South Wales. We irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.

This Deed may be executed in any number counterparts. All counterparts, taken together, constitute one instrument. We may execute this Deed by signing any counterpart.

1 Definitions and interpretation and agreement components

a reference to this deed or another instrument includes any variation or replacement of any of them;

a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements of any of them;

the singular includes the plural and vice versa;

the word 'person' includes a firm, a body corporate, an unincorporated association or an authority;

a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

if an act prescribed under this deed to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;

if an event must occur on a stipulated day that is not a Business Day then the stipulated day will be taken to be the next Business Day;

a reference to time is a reference to time in Brisbane, Australia;

a reference to any thing (including any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to any one or more of them;

a reference to a part, clause, party, attachment, exhibit or schedule is a reference to a part and clause of, and a party, attachment, exhibit and schedule to, this deed and a reference to this deed includes any attachment, exhibit and schedule;

a reference to $ is to Australian currency unless denominated otherwise;

a term defined in the Corporations Act shall have the same meaning in this deed; and

any reference to, or which relates to, the date of this deed (or similar) is to 29 July 2011.

2 Guarantees and indemnities

Peabody unconditionally and irrevocably guarantees to AM and AM BV2 the due and punctual performance of:

Peabody Shareholder's obligations under the Co-operation and Contribution Agreement;

Peabody Shareholder's obligations under the Shareholders' Deed;

Peabody Shareholder's obligations under the Acceptance Deed; and

Peabody Shareholder's obligations under the Co-Investment Deed,

If Peabody Shareholder does not comply with any of the Peabody Relevant Obligations on time and in accordance with the Co-operation and Contribution Agreement, the Shareholders' Deed, the Acceptance Deed or the Co-Investment Deed (as applicable), then Peabody agrees to comply with those obligations on demand from AM and AM BV2 (as applicable). A demand may be made whether or not AM or AM BV2 has first made demand on Peabody Shareholder.

As a separate and additional liability, Peabody indemnifies AM and AM BV2 against all Loss, actions, proceedings and judgments of any nature, incurred by, brought, made or recovered against AM or AM BV2 arising from:

any default or delay in the due and punctual performance by Peabody Shareholder of the Peabody Relevant Obligations; or

an obligation Peabody Shareholder would otherwise have under the Peabody Relevant Obligations that is found to be void, voidable or unenforceable; or

an obligation Peabody would otherwise have under clauses 2.1(a) or 2.1(b) that is found to be void, voidable or unenforceable.

ArcelorMittal unconditionally and irrevocably guarantees to Peabody Shareholder and Holdco, the due and punctual performance of all of AM's and AM BV2's obligations (as applicable) under the Co-operation and Contribution Agreement, under the Shareholders' Deed, under the Pre-Bid Acceptance Deed and under the Co-Investment Deed (collectively the, AM Relevant Obligations).

If AM or AM BV2 does not comply with any of the AM Relevant Obligations on time and in accordance with the Co-operation and Contribution Agreement, the Shareholders' Deed, the Pre-Bid Acceptance Deed or the Co-Investment Deed (as applicable), then ArcelorMittal agrees to comply with those obligations on demand from Peabody Shareholder or Holdco, as the case may be. A demand may be made whether or not Peabody Shareholder or Holdco has first made demand on AM or AM BV2.

As a separate and additional liability, ArcelorMittal indemnifies Peabody Shareholder and Holdco against all Loss, actions, proceedings and judgments of any nature, incurred by, brought, made or recovered against Peabody Shareholder or Holdco arising from:

any default or delay in the due and punctual performance of the AM Relevant Obligations;

an obligation AM or AM BV2 would otherwise have under the AM Relevant Obligations that is found to be void, voidable or unenforceable; or

an obligation ArcelorMittal would otherwise have under clauses 2.2(a) or 2.2(b) that is found to be void, voidable or unenforceable.

3 Extent of guarantees and indemnities

The liability of Peabody and the rights given to AM and AM BV2 under this deed are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by any act or omission:

varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 2.1(a) are expressed to be owing; or

releasing Peabody Shareholder or giving Peabody Shareholder a concession (such as more time to pay).

The liability of ArcelorMittal and the rights given to Peabody Shareholder and Holdco under this deed are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by any act or omission:

varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 2.2(a) are expressed to be owing; or

releasing AM, AM BV2 or both or giving AM, AM BV2 or both a concession (such as more time to pay).

4Duration

Peabody Shareholder has any liability or obligation to AM or AM BV2 under the Peabody Relevant Obligations; or

AM or AM BV2 has any liability or obligation to Peabody Shareholder or Holdco under the AM Relevant Obligations,

Notwithstanding anything else in this deed:

subject to the remainder of this clause 4.2(a), the liability of Peabody and the rights given to AM and AM BV2 under this deed shall only remain in full force and effect for so long as Peabody Shareholder is Controlled by Peabody and shall thereafter terminate and cease to be of any further force or effect;

if Peabody ceases to Control the Peabody Shareholder during the Sale Right Period (as defined in the Shareholders' Deed) in circumstances where the provisions of clause 4.2(a)(3) do not apply, the liability of Peabody and the rights given to AM and AM BV2 under this deed, with respect to the payment obligations in clauses 21.1(d) and 21.1(f) of the Shareholders' Deed only, shall remain in full force and effect until:

if a Sale Right Notice (as defined in the Shareholders' Deed) has not been delivered before the end of the Sale Right Period, the end of the Sale Right Period; or

if a Sale Right Notice (as defined in the Shareholders' Deed) has been delivered before the end of the Sale Right Period which has not completed by the end of the Sale Right Period, the Sale Right Shares Closing Date (as defined in the Shareholders' Deed),

if Peabody ceases to Control the Peabody Shareholder (as defined in the Shareholders' Deed) as a result of a Peabody Sale (as defined in the Shareholders' Deed) and AM is provided with a guarantee in relation to the obligations under clauses 21.1(d) and 21.1(f) of the Shareholders' Deed on terms that are substantially equivalent to the guarantee given by Peabody in this deed from a person that has a credit rating (as rated by Standard & Poors or Moody's) that is not lower than Peabody's, then the liability of Peabody and the rights given to AM and AM BV2 under this deed will terminate and will cease to be of any further force or effect.

Notwithstanding anything else in this deed, the liability of ArcelorMittal and the rights given to Peabody Shareholder and Holdco under this deed shall only remain in full force and effect for so long as AM and AM BV2 are Controlled by ArcelorMittal and shall thereafter terminate and cease to be of any further force or effect.

This clause 4.2 does not affect any rights that have accrued to a party before its rights under this deed terminated and ceased to be of any further force or effect.

5 No withholdings

All payments that become due under this deed, must be made free and clear and without deduction of all present and future withholdings (including taxes, duties, levies, imposts, deductions and charges of Australia or any other jurisdiction).

If Peabody is compelled by law to deduct any withholding, then in addition to any payment due under this deed, it must pay to AM or AM BV2 such amount as is necessary to ensure that the net amount received by AM or AM BV2 after withholding equals the amount AM or AM BV2 would otherwise been entitled to if not for the withholding.

If ArcelorMittal is compelled by law to deduct any withholding, then in addition to any payment due under this deed, it must pay to Peabody Shareholder or Holdco such amount as is necessary to ensure that the net amount received by Peabody Shareholder or Holdco after withholding equals the amount Holdco would otherwise been entitled to if not for the withholding.

6 Currency

7 Suspension of rights

reduce its liability under this deed by claiming that it, Peabody Shareholder, Holdco or any other person has a right of set-off or counterclaim against AM or AM BV2;

claim, or exercise any right to claim, to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

in connection with the Co-operation and Contribution Agreement, the Shareholders' Deed or any other amount payable under this deed; or

in favour of a person other than AM in connection with any obligations of, or any other amounts payable, by Peabody Shareholder or Holdco to, or for the account of, that other person; or

claim an amount in the liquidation, administration or insolvency of Peabody Shareholder or Holdco or of another guarantor of any of the Peabody Shareholder or Holdco's obligations.

except as provided for in clause 3.3(b) of the Co-operation and Contribution Agreement, reduce its liability under this deed by claiming that it or AM or AM BV2 or any other person has a right of set-off or counterclaim against Peabody Shareholder or Holdco;

claim, or exercise any right to claim, to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

in connection with the Co-operation and Contribution Agreement, the Shareholders' Deed or any other amount payable under this deed; or

in favour of a person other than Peabody Shareholder or Holdco in connection with any obligations of, or any other amounts payable, by AM or AM BV2 to, or for the account of, that other person; or

claim an amount in the liquidation, administration or insolvency of AM or AM BV2 or of another guarantor of any of AM's or AM BV2's obligations.

8 Guarantor's liability

Peabody's liability in respect of any Claim shall not exceed Peabody Shareholder's liability in respect of that Claim.

ArcelorMittal's liability in respect of any Claim shall not exceed AM's liability or AM BV2's liability (as the case may be) in respect of that Claim.

9 Duties, costs and expenses

Except as set out in clause 9.1 and unless otherwise provided for in this deed, each party must pay its own costs and expenses in respect of the negotiation, preparation, execution, delivery and registration of this deed and any other deed or document entered into or signed under this deed.

Any action to be taken by any party in performing its obligations under this deed must be taken at its own cost and expense unless otherwise provided in this deed.

10 GST

Unless expressly included, the consideration for any supply under or in connection with this deed does not include GST.

To the extent that any supply made under or in connection with this deed is a taxable supply (other than any supply made under another deed that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under this deed for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.

Whenever an adjustment event occurs in relation to any taxable supply to which clause 10.2(b) applies:

the supplier must determine the amount of the GST component of the consideration payable; and

if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

11 General

Any notice or other communication (including any request, demand, consent or approval) to or by a party to this deed must be in legible writing and in English addressed as shown below (or as specified to the sender by any party by notice):

A notice or communication given in accordance with clause 11.1(a) can be relied on by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.

Any notice or other communication to or by a party to this deed is regarded as being given by the sender and received by the addressee:

if by delivery in person, when delivered to the addressee;

if by registered mail (with acknowledgement of receipt) within Australia, 4 Business Days from and including the date of postage;

if by registered mail (with acknowledgement of receipt) to or from a place outside Australia, 7 Business Days from and including the date of postage;

if by facsimile transmission, when a facsimile confirmation receipt is received indicating successful delivery,

A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after the transmission is received or regarded as received under clause 11.1(a) and informs the sender that it is not legible.

In this clause 11.1, reference to an addressee includes a reference to an addressee's officers, agents or employees.

This deed is governed by the laws of New South Wales.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

Without preventing any other mode of service, any document in an action (including any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under clause 11.1.

ArcelorMittal irrevocably appoints Mallesons Stephen Jaques (attention: David Friedlander / Paul Schroder) of Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising out of this deed. If Mallesons Stephen Jaques ceases to be able to act as such or have an address in Australia, ArcelorMittal agrees to appoint a new process agent in Australia and deliver to the other parties within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. ArcelorMittal must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.

Peabody irrevocably appoints Freehills (attention: Tony Damian / Andrew Rich) of Level 32, MLC Centre, 19 Martin Place, Sydney New South Wales 2000, as its agent for the service of process in Australia in relation to any matter arising out of this deed. If Freehills ceases to be able to act as such or have an address in Australia, Peabody agrees to appoint a new process agent in Australia and deliver to the other parties within 2 Business Days a copy of a written acceptance of appointment by the process agent, upon receipt of which the new appointment becomes effective for the purpose of this deed. Peabody must inform the other parties in writing of any change in the address of its process agent within 2 Business Days of the change.

A provision of, or a right, discretion or authority created under, this deed may not be:

waived except in writing signed by the party granting the waiver; and

varied except in writing signed by the parties,

A failure or delay in exercise, or partial exercise, of a power, right, authority, discretion or remedy arising from a breach of, or default under this deed does not result in a waiver of that right, power, authority, discretion or remedy.

Neither AM nor AM BV2 may assign the benefit of this deed without the written consent of Peabody.

Neither Peabody Shareholder nor Holdco may assign the benefit of this deed without the written consent of ArcelorMittal.

Peabody may not transfer or delegate its obligations under this deed without the written consent of AM and AM BV2.

ArcelorMittal may not transfer or delegate its obligations under this deed without the written consent of Peabody Shareholder and Holdco.

completion of any transaction contemplated by this deed;

any other guarantee, indemnity, mortgage, charge or other encumbrance, or other right or remedy to which a party is entitled; or

a judgment which a party obtains against another party or any other person in connection with this deed.