0000950137-07-015102 Sample Contracts

FORM OF SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION by and between PEABODY ENERGY CORPORATION and PATRIOT COAL CORPORATION Dated as of __, 2007
Separation Agreement • October 4th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Missouri

SEPARATION AGREEMENT, PLAN OF REORGANIZATION AND DISTRIBUTION (this “Agreement”), dated as of ___ ___, 2007, by and between Peabody Energy Corporation, a Delaware corporation (“PEC”) and Patriot Coal Corporation, a Delaware corporation (“Patriot” and together with PEC, the “Parties”, and each individually, a “Party”).

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COAL SUPPLY AGREEMENT
Coal Supply Agreement • October 4th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • West Virginia

This Coal Supply Agreement (this “Agreement”) is made and entered into as of [Spinoff Date] (the “Effective Date”) by and between COALSALES II, LLC, FORMERLY KNOWN AS PEABODY COALSALES COMPANY (hereinafter “COALSALES II”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).

COAL SUPPLY AGREEMENT
Coal Supply Agreement • October 4th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining

This Coal Supply Agreement (this “Agreement”) is made and entered into as of [Spinoff Date] (the “Effective Date”) by and between COALSALES, LLC, a Delaware limited liability company (“COALSALES”), and PATRIOT COAL SALES LLC, a Delaware limited liability company (“Patriot”).

FORM OF RIGHTS AGREEMENT PATRIOT COAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of , 2007
Form of Rights Agreement • October 4th, 2007 • Patriot Coal CORP • Bituminous coal & lignite mining • Delaware

This RIGHTS AGREEMENT, dated as of , 2007 (this “Agreement”), is entered into by and between Patriot Coal Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York chartered bank, as rights agent (the “Rights Agent”).

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