PATRIOT COAL CORPORATION 401(K) RETIREMENT PLAN

Exhibit 10.15

PATRIOT COAL CORPORATION
401(k) RETIREMENT PLAN

          WHEREAS, Patriot Coal Corporation (“Company”) desires to adopt the Patriot Coal Corporation 401(k) Retirement Plan (“Plan”) for the benefit of its employees;

          NOW, THEREFORE, effective November 1, 2007, the Plan is hereby adopted to read as follows:

PATRIOT COAL CORPORATION 401(k) RETIREMENT PLAN

TABLE OF CONTENTS

		PAGE
SECTION 1 - NAME OF PLAN			1
SECTION 2 - DEFINITIONS			2
2.1. Board			2
2.2. Break In Service			2
2.3. Code			2
2.4. Committee			2
2.5. Company			2
2.6. Compensation			2
2.7. Controlled Group			2
2.8. Days Of Service			2
2.9. Disability Date			3
2.10. Employee			3
2.11. Employer			3
2.12. Five Percent Owner			3
2.13. Highly Compensated Employee			4
2.14. Hours Of Employment			4
2.15. Leased Employee			4
2.16. Non-Highly Compensated Employee			4
2.17. Normal Retirement Date			4
2.18. Participant			5
2.19. Patriot Coal Corporation Stock Fund			5
2.20. Peabody Energy Stock Fund			5
2.21. Plan Administrator			5
2.22. Plan Year			5
2.23. Pro-Rated Salary			5
2.24. Qualified Plan			6
2.25. Service Period			6
2.26. Severance Date			6
2.27. Severance Period			6
2.28. Spouse			6
2.29. Trustee			6
2.30. Valuation Date			6
2.31. Years of Service			7

		PAGE
SECTION 3 - ELIGIBILITY			8
3.1. Prior Participants			8
3.2. New Participants			8
3.3. Former Participants			8
3.4. Cessation Of Participation			8
SECTION 4 - CONTRIBUTIONS			9
4.1. Matched Payroll Reduction Contributions			9
4.2. Unmatched Payroll Reduction Contributions			9
4.3. Maximum Payroll Reduction Contribution			9
4.4. Employer Matching Contributions			10
4.5. Performance Contributions			10
4.6. Elections			10
4.7. Changes In And Suspension Of Payroll Reductions			11
4.8. Tax Deductions			11
4.9. Rollover Contributions And Transfers			12
SECTION 5 - LOANS AND WITHDRAWALS			13
5.1. Loans			13
5.2. Withdrawals			13
5.3. Vesting After Withdrawals			15
SECTION 6 - DISTRIBUTIONS OF EXCESS AMOUNTS			17
6.1. Distribution Of Excess Elective Deferrals			17
6.2. Limitations On Pre-Tax Contributions For Highly Compensated Employees			17
6.3. Limitations On Matching Contributions For Highly Compensated Employees			19
6.4. Definitions And Special Rules			20
SECTION 7 - ALLOCATION			21
7.1. Establishment Of Accounts			21
7.2. Allocation Of Earnings Or Losses			21
SECTION 8 - INVESTMENT OF ACCOUNTS			22
8.1. Investment Funds			22
8.2. Participant’s Selection Of Investment Fund			22
8.3. Transfers Between Investment Funds			22
8.4. Custody, Registration and Voting of Securities			22
8.5. Distributions in Kind			22
SECTION 9 - DISTRIBUTIONS AT RETIREMENT			23
9.1. Normal Retirement Distributions			23
9.2. Optional Method Of Distribution			23
9.3. Required Minimum Distributions			23
9.4. Required Beginning Date			26

		PAGE
SECTION 10 - DISTRIBUTIONS AT DISABILITY			27
10.1. Distributions Upon Disability			27
10.2. Determination Of Disability			28
10.3. Notification Of Eligibility To Receive And Consent To Disability Benefits			28
SECTION 11 - DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT (VESTING)			29
11.1. Distributions Upon Termination Of Employment			29
11.2. Determination Of Vested Portion			30
11.3. Forfeitures			30
11.4. Notification Of Eligibility To Receive And Consent To Vested Benefits			31
SECTION 12 - DISTRIBUTIONS AT DEATH			32
12.1. Distributions Upon Death			32
12.2. Distribution To Spouse			32
12.3. Designation Of Beneficiary			32
12.4. Beneficiary Not Designated			32
12.5. Spousal Consent To Designation Of Beneficiary			32
SECTION 13 - LEAVES OF ABSENCE AND TRANSFERS			33
13.1. Military Leave Of Absence			33
13.2. Maternity Or Paternity Absence			34
13.3. Other Leaves Of Absence			35
13.4. Transfers			35
SECTION 14 - TRUSTEE			37
SECTION 15 - ADMINISTRATION			38
15.1. Plan Administrator			38
15.2. Construction			38
15.3. Delegation By The Plan Administrator			38
15.4. Duties Of The Plan Administrator			38
15.5. Records Of The Plan Administrator			38
15.6. Committee			38
15.7. Decisions By The Committee			39
15.8. Meetings Of The Committee			39
15.9. Expenses			39
SECTION 16 - CLAIM PROCEDURE			40
16.1. Claim			40
16.2. Claim Decision			40
16.3. Request For Review			40
16.4. Review Of Decision			41
SECTION 17 - AMENDMENT AND TERMINATION			43
17.1. Amendment			43
17.2. Termination; Discontinuance Of Contributions			43

		PAGE
SECTION 18 - MISCELLANEOUS			44
18.1. Participants’ Rights			44
18.2. Spendthrift Clause			44
18.3. Delegation Of Authority By Employer			44
18.4. Distributions To Minors			44
18.5. Construction Of Plan			44
18.6. Gender, Number And Headings			45
18.7. Separability Of Provisions			45
18.8. Diversion Of Assets			45
18.9. Service Of Process			45
18.10. Merger			45
18.11. Benefit Limitation			45
18.12. Commencement Of Benefits			46
18.13. Qualified Domestic Relations Order			47
18.14. Written Explanation Of Rollover Treatment			49
18.15. Leased Employees			49
18.16. Special Distribution Option			50
18.17. Waiver Of 30-Day Period			51
SECTION 19 - TOP-HEAVY DEFINITIONS			52
19.1. Accrued Benefits			52
19.2. Beneficiaries			52
19.3. Determination Date			52
19.4. Former Key Employee			52
19.5. Key Employee			52
19.6. Non-Key Employee			53
19.7. Permissive Aggregation Group			53
19.8. Required Aggregation Group			53
19.9. Top-Heavy Compensation			53
19.10. Top-Heavy Group			53
SECTION 20 - TOP-HEAVY RULES			54
20.1. Special Top-Heavy Rules			54
EXHIBIT A			55

PATRIOT COAL CORPORATION 401(k) RETIREMENT PLAN

SECTION 1 — NAME OF PLAN

          This Plan shall be known as the “Patriot Coal Corporation 401(k) Retirement Plan.” The Plan will be considered a profit sharing plan even though contributions are not dependent on profits.

SECTION 2 — DEFINITIONS

     2.1. Board .

          “Board” means the board of directors of the Company or of any successor by merger, purchase or otherwise.

     2.2. Break In Service .

          “Break in Service” means any twelve consecutive month Severance Period.

     2.3. Code .

          “Code” means the Internal Revenue Code of 1986, as amended.

     2.4. Committee .

          “Committee” means the Committee appointed pursuant to Section 15.6.

     2.5. Company .

          “Company” means Patriot Coal Corporation.

     2.6. Compensation .

          “Compensation” means base pay plus overtime received by an Employee during the Plan Year after he or she becomes a Participant for services rendered with respect to the Employer. Such amount shall include all amounts contributed to a cafeteria plan which meets the requirements of Section 125 of the Code. Such amount shall not include Employer contributions under this Plan or benefits under any other Qualified Plan, awards under the incentive compensation plan or any similar incentive plans, payments under any savings plan, any special allowance for foreign service, or any payment during long-term disability.

          The Compensation of each Participant taken into account under the Plan for any Plan Year shall not exceed $225,000 (as adjusted in accordance with Section 415(d) of the Code).

     2.7. Controlled Group .

          “Controlled Group” means the Company and all other entities required to be aggregated with the Company under Sections 414(b), (c), or (m) of the Code or regulations issued pursuant to Section 414(o) of the Code. For purposes of Section 18.11, in determining which entities shall be aggregated under Section 414(b) or (c) of the Code, the modifications made by Section 415(h) of the Code shall be applied.

     2.8. Days Of Service .

          “Days of Service” means the total number of days in a person’s Service Periods, whether or not such periods were completed consecutively. Days of Service shall also include the number of days in all Severance Periods, if any, in which:

     (a) The Employee severs from service by reason of quit, discharge or retirement and immediately prior to such quit, discharge or retirement was not absent from service if the Employee performs an Hour of Employment within twelve months of the date of such severance; or

     (b) Notwithstanding (a) above, the Employee severs from service by reason of quit, discharge or retirement during an absence from service of twelve months or less for any reason other than a quit, discharge, retirement or death if the Employee performs an Hour of Employment within twelve months of the date on which the Employee was first absent from service.

     2.9. Disability Date .

          “Disability Date” means the date on which a Participant is determined by the Plan Administrator to be permanently and totally disabled in accordance with Section 10.2 and has terminated his or her employment.

     2.10. Employee .

          “Employee” means any person who is (i) classified by the Employer as an employee, (ii) is on a U.S. dollar payroll or is a U.S. citizen, and (iii) is employed by the Employer, but excluding a non-resident alien who receives no earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer which constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code), a salaried non-exempt employee who is receiving on-site and classroom training and assimilation training in mining practices through the Company’s Mining Intern Program, a summer intern or a member of a collective bargaining unit for which either:

     (a) a separate retirement plan has been established pursuant to collective bargaining negotiations, or

     (b) no separate plan has been established after collective bargaining has included discussion of retirement benefits,

unless such collective bargaining provided for coverage under this Plan. An individual not classified by the Employer as an employee shall not be considered an Employee regardless of whether such individual is a common law employee or is classified as an employee for tax, employment law or other purposes.

     2.11. Employer .

          “Employer” means the Company or any other member of the Controlled Group which has, with the consent of the Board, adopted the Plan, as set forth on Exhibit A, as amended from time to time.

     2.12. Five Percent Owner .

          “Five Percent Owner” means any person who owns (or is considered as owning within the meaning of Section 318 of the Code) more than five percent of the outstanding stock

of any corporation in the Controlled Group or stock possessing more than five percent of the total combined voting power of all stock of any corporation in the Controlled Group or who owns more than five percent of the capital or profits interest of any unincorporated entity in the Controlled Group.

     2.13. Highly Compensated Employee .

          Highly Compensated Employee means any Participant who (i) was a Five-Percent Owner at any time during either the determination year or the look-back year; or (ii) received compensation within the meaning of Code Section 415(c)(3) (including the deferrals described in Code Section 415(c)(3)(D)) from the Employer in excess of $100,000 (as adjusted pursuant to Code Section 415(d)) during the look-back year.

          For purposes of Section 6, the determination year shall be the Plan Year, and the look-back year shall be the 12 month period immediately preceding the determination year. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the top-paid group and the compensation that is considered, will be made in accordance with Code Section 414(q) and the regulations thereunder.

     2.14. Hours Of Employment .

          “Hours of Employment” means an hour for which a person is directly or indirectly paid, or entitled to payment, by the Employer for the performance of duties.

     2.15. Leased Employee .

          “Leased Employee” means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (a “leasing organization”) has performed services for the recipient (or for the recipient and related persons as determined in accordance with Section 414(n)(6) of the Code) on a substantially full time basis for a period of at least one year, if such services are performed under primary direction or control by the recipient. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer.

     2.16. Non-Highly Compensated Employee .

          Non-Highly Compensated Employee means any Employee who is not a Highly Compensated Employee but who is eligible to participate in the Plan.

     2.17. Normal Retirement Date .

          “Normal Retirement Date” means the date on which a Participant terminates his or her employment with the Employer (except by death or permanent and total disability as defined in Section 10.2) provided such date is on or after his or her attainment of age 62 (or, in the case of a Participant who was a participant in the Dodge Hill Mining Company, LLC 401(k) Plan on December 31, 2005, age 60).

     2.18. Participant .

          “Participant” means an Employee who has satisfied the eligibility requirements of Section 3 and who has not become a former Participant under Section 3.4.

     2.19. Patriot Coal Corporation Stock Fund .

          “Patriot Coal Corporation Stock Fund” means an investment fund invested and held in Patriot Coal Corporation common stock as of November 1, 2007.

     2.20. Peabody Energy Stock Fund .

          “Peabody Energy Stock Fund” means an investment fund invested and held in Peabody Energy Corporation common stock as of November 1, 2007.

     2.21. Plan Administrator .

          “Plan Administrator” means Patriot Coal Corporation.

     2.22. Plan Year .

          “Plan Year” means the 12-month period commencing on January 1 and ending on December 31.

     2.23. Pro-Rated Salary .

          “Pro-Rated Salary” means:

     (a) in the case of a Participant compensated on a salaried basis, such Participant’s base salary determined as of the last day of the Employer’s fiscal year; or

     (b) in the case of a Participant compensated on an hourly basis, the product of such Participant’s hourly rate determined as of the last day of the Employer’s fiscal year multiplied by 2,080;

multiplied by a fraction, the numerator of which is the number of days on which the Participant was an Employee during such fiscal year (including, for the fiscal year ending December 31, 2007, the number of days on which the Participant was an Employee as defined in the Peabody Investments Corp. Employee Retirement Account during the period from January 1, 2007 through October 31, 2007), and the denominator of which is 365 (or, in a leap year, 366). For purposes of this calculation only, a person shall not be considered an “Employee” during any period during which he or she is (a) on salary continuance for disability, (b) receiving accrued vacation or other similar amounts following retirement under the Employer’s retirement program, or (c) on a leave of absence described in Section 13.3.

          The Pro-Rated Salary of each Participant taken into account under the Plan for any Plan Year, based on the fiscal year ending in such Plan Year, shall not exceed $225,000 (as adjusted in accordance with Section 415(d) of the Code).

     2.24. Qualified Plan .

          “Qualified Plan” means any plan qualified under Section 401 of the Code. For purposes of Sections 19 and 20 only, the term “Qualified Plan” also means a simplified employee pension described in Section 408(k) of the Code.

     2.25. Service Period .

          “Service Period” means the period of time commencing on the date on which a person performs an Hour of Employment with the Employer and ending on the person’s Severance Date. If a person’s employment with the Employer is terminated when he or she has no nonforfeitable right to a benefit derived from Employer contributions under the Plan and the number of years of his or her Severance Period equals or exceeds the greater of (a) 5 or (b) the number of years of his or her Service Period prior to such termination of employment, the Service Period prior to the termination of employment will be disregarded.

     2.26. Severance Date .

          “Severance Date” means the date on which the earliest of the following occurs:

     (a) A person employed by the Employer quits, retires, is discharged or dies or

     (b) The first anniversary of the first date of a period in which the person is not credited with Days of Service and remains absent from service with the Employer (with or without pay) for any reason other than quit, retirement, discharge or death.

     2.27. Severance Period .

          “Severance Period” means the period of time commencing the day after a person’s Severance Date and ending on the day before the person performs an Hour of Employment.

     2.28. Spouse .

          “Spouse” means a person of the opposite sex of the Participant who, by reason of “marriage” (i.e., a legal union between one man and one woman as husband and wife) is a husband or wife of the Participant as defined under the Defense of Marriage Act of 1996.

     2.29. Trustee .

          “Trustee” means the insurer or trustee or any successor trustee appointed pursuant to Section 14 hereof.

     2.30. Valuation Date .

          “Valuation Date” means any business day the New York Stock Exchange is open for trading.

     2.31. Years of Service .

          “Years of Service” shall mean each 365 Days of Service on and after November 1, 2007; provided, however, that for the period before November 1, 2007, each Participant will be credited with his or her Years of Service (and any fractions thereof) under the Peabody Investments Corp. Employee Retirement Account prior to such date as determined by the Employer’s records; provided further, that in the case of a plan that is merged into the Plan, Years of Service for the period prior to the date of such merger for Participants who were participants in such plan shall be determined under the terms of the plan prior to such date as determined by the Employer’s records.

SECTION 3 — ELIGIBILITY

     3.1. Prior Participants .

          Each person who was a Participant in the Peabody Investments Corp. Employee Retirement Account on October 31, 2007 and is an Employee on November 1, 2007 shall become a Participant on November 1, 2007.

     3.2. New Participants .

          On and after November 1, 2007, each Employee not described in Section 3.1 shall become a Participant hereunder as of his or her date of hire. If a person is not an Employee as of his or her date of hire, he or she shall not become a Participant until the day he or she becomes an Employee.

          Notwithstanding any other provisions of the Plan, any individual who is providing services to the Employer in the capacity of, or who is designated by the Employer as an independent contractor, and who is subsequently reclassified as an Employee by court or similar action (whether retroactively or prospectively), shall not be eligible to participate in the Plan, and shall be treated as a member of an excluded class. No such excluded individual shall have any claim for benefits under the Plan for any period during which he or she is excluded from participation.

     3.3. Former Participants .

          A former Participant who is reemployed by the Employer shall become a Participant on the date he or she is reemployed as an Employee.

     3.4. Cessation Of Participation .

          A person shall cease to be a Participant and shall become a former Participant when he or she

     (a) has ceased to be employed by the Employer, and

     (b) has no undistributed account balances under the Plan.

SECTION 4 — CONTRIBUTIONS

     4.1. Matched Payroll Reduction Contributions .

          A Participant may elect to have up to 6% of his or her Compensation contributed by the Employer to the Plan on a pre-tax or after-tax basis through payroll reductions. Each Participant shall elect in accordance with such procedures and processes as determined by the Plan Administrator in increments of 1% the percentage of his or her Compensation under this Section to be credited to his or her account as described under 7.1. Any such election under the Peabody Investments Corp. Employee Retirement Account by a Participant described in Section 3.1 in effect immediately prior to November 1, 2007 (including an election of 0%) shall be deemed to have been made, and shall be effective, under this Section 4.1.

          If a Participant fails to make an election indicating the percentage (including 0%) of his or her Compensation to be reduced and contributed under this Section 4.1 on a pre-tax or after-tax basis within 30 days after becoming a Participant, such Participant’s Compensation will automatically be reduced in an amount equal to 6% of his or her Compensation and contributed to the Plan on a pre-tax basis. Such automatic contributions shall continue until the Participant elects a different percentage of Compensation to be contributed or the Participant affirmatively elects not to have his or her Compensation so reduced.

     4.2. Unmatched Payroll Reduction Contributions .

          A Participant who has elected to have 6% of his or her Compensation contributed by the Employer to the Plan under Section 4.1 may elect to have up to an additional 54% of his or her Compensation contributed by the Employer to the Plan on a pre-tax or after-tax basis through payroll reductions. Each Participant shall elect in accordance with such procedures and processes as determined by the Plan Administrator in increments of 1% the percentage of his or her Compensation under this Section to be credited to his or her account as described under 7.1.

     4.3. Maximum Payroll Reduction Contribution .

     (a) The maximum amount which may be contributed to the Plan by a Participant on a pre-tax basis under Sections 4.1 and 4.2 and any other Qualified Plan maintained by the Employer in any calendar year is limited to $15,500 (or such higher amount prescribed by applicable law). If a Participant’s pre-tax contributions reach this maximum (and, if applicable, the amount determined under Section 4.3(b)), the Employer shall continue making Participant contributions based upon the Participant’s election under Sections 4.1 and 4.2, however, such Participant contributions will be treated by the Plan Administrator as after-tax contributions for the remainder of the calendar year.

     (b) Notwithstanding subsection (a), Participants who are eligible to make elective deferrals hereunder and who have attained or will attain age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of

Section 401(k)(3), 410(b) or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

     4.4. Employer Matching Contributions .

          The Employer will contribute to the Plan an amount equal to 100% of the amount by which each Participant elects to have his or her Compensation reduced under Section 4.1. Any contributions made pursuant to this Section 4.4 shall be paid to the Trustee as soon as practicable following each pay date of the Participant.

     4.5. Performance Contributions .

          In addition to any contributions made by the Employer pursuant to Section 4.4, the Employer will contribute an additional amount if the Employer meets certain performance targets established by the Board on an annual basis. If the maximum performance target established by the Board for the Employer’s fiscal year is met, the Employer will contribute to the Plan on behalf of each Participant who is employed on the last day of such fiscal year an amount equal to 4% of the Participant’s Pro-Rated Salary. If the Employer meets the minimum performance target established by the Board for the Employer’s fiscal year but does not meet the maximum performance target, the Employer will contribute to the Plan on behalf of each eligible Participant who is employed on the last day of such fiscal year a percentage of such Participant’s Pro-Rated Salary to be determined by the Board (which percentage shall be less than 4% of the Participant’s Pro-Rated Salary) based on the Employer’s overall performance in relation to the maximum and minimum performance target ranges. Any contributions paid on account of the performance of the Employer pursuant to this Section 4.5 shall be paid to the Trustee as soon as practicable following the determination of whether the Employer has met or exceeded the applicable performance targets. Notwithstanding the foregoing, (i) if the Employer does not meet the minimum performance target established by the Board for the Employer’s fiscal year, the Board may, in its sole discretion, authorize the Employer to contribute to the Plan on behalf of each eligible Participant who is employed on the last day of such fiscal year a percentage of such Participant’s Pro-Rated Salary determined by the Board; (ii) if the Employer exceeds the maximum performance target established by the Board for the Employer’s fiscal year, the Board may, in its sole discretion, authorize the Employer to contribute to the Plan on behalf of each eligible Participant who is employed on the last day of such fiscal year an additional percentage of such Participant’s Pro-Rated Salary determined by the Board; and (iii) in lieu of any contribution otherwise determined under this Section 4.5, for the fiscal year ending December 31, 2007, the Employer shall make such contribution, if any, as shall be determined by the Board in its sole discretion, and such contribution shall be allocated among eligible Participants who are employed on the last day of such fiscal year as a uniform percentage of each eligible Participant’s Pro-Rated Salary.

     4.6. Elections .

          Each election by a Participant under Sections 4.1 and 4.2 shall be effective until suspended or amended. Each election shall be effective only when made in accordance with such procedures and processes as determined by the Plan Administrator.

     4.7. Changes In And Suspension Of Payroll Reductions .

          4.7.1. Changes In Payroll Reductions .

          Each Participant’s payroll reduction percentage under Sections 4.1 and 4.2 shall continue in effect until the Participant shall change such percentage; provided, however, that the Participant may elect to have his or her pre-tax payroll reduction percentage automatically increase in increments of 1%, 2% or 3% each year on a date specified by the Participant, up to a maximum of 60% of Compensation. A Participant may at any time in his or her discretion change such percentage in accordance with such procedures and processes as determined by the Plan Administrator.

          4.7.2. Suspension Of Payroll Reductions .

          A Participant may at any time suspend his or her contributions in accordance with such procedures and processes as determined by the Plan Administrator.

4.7.2.1.

Suspension Of Payroll Reductions During Government Or Military Service .

          Suspension of a Participant’s contributions shall be permitted during any period of military service, or of government service approved by the Employer, regardless of the duration of such period.

4.7.2.2.

Resumption Of Payroll Reductions After Suspension .

          Except as provided in Section 5.2, a Participant who has suspended his or her contributions under Section 4.7.2 may at any time resume his or her contributions in accordance with such procedures and processes as determined by the Plan Administrator.

     4.8. Tax Deductions .

          All Employer contributions are made conditioned upon their deductibility for Federal income tax purposes under Section 404 of the Code. Amounts contributed by an Employer shall be returned to the Employer from the Plan by the Trustee under the following circumstances:

     (a) If a contribution was made by an Employer by a mistake of fact, the excess of the amount of such contribution over the amount that would have been contributed had there been no mistake of fact shall be returned to the Employer within one year after the payment of the contribution; and

     (b) If an Employer makes a contribution which is not deductible under Section 404 of the Code, such contribution (but only to the extent disallowed) shall be returned to the Employer within one year after the disallowance of the deduction.

          Earnings attributable to the contribution shall not be returned to the Employer, but losses attributable to such excess contribution shall be deducted from the amount to be returned.

In the event (a) or (b) above apply, the Employer will distribute any salary reduction amounts returned to the Employer (less any losses) to the Employees who elected to reduce their salary by such amounts.

     4.9. Rollover Contributions And Transfers .

          The Plan Administrator may direct the Trustee to accept from or on behalf of an Employee any cash which would constitute an eligible rollover distribution as defined in Section 402(c)(4) of the Code from any of the following types of plans:

     (a) a qualified plan described in Section 401(a) of the Code, excluding after-tax contributions;

     (b) a qualified annuity plan described in Section 403(a) of the Code, excluding after-tax contributions;

     (c) an annuity plan described in Section 403(b) of the Code, excluding after-tax contributions; and

     (d) a plan maintained by a state or local government or instrumentality thereof as described in Section 457(b) of the Code.

          The Plan Administrator may also direct the Trustee to accept from the trustee of another Qualified Plan a direct transfer of cash or other assets which does not constitute an eligible rollover contribution. Notwithstanding the preceding sentence, the Trustee may not accept the direct transfer of any assets from any Qualified Plan which would cause the Plan to be subject to the requirements of Section 401(a)(11) of the Code. Any contributions under this Section shall be segregated in a separate account and shall be fully vested at all times. Such amounts shall not be considered as a contribution by a Participant for purposes of Sections 4.1 or 18.11.

SECTION 5 — LOANS AND WITHDRAWALS

     5.1. Loans .

          Upon the application of a Participant in accordance with such procedures and processes as determined by the Plan Administrator, the Plan Administrator, as administrator of the loan program, in accordance with its uniform nondiscriminatory policy, shall direct the Trustee to make a loan or loans to such Participant, provided, however, that no loan shall be made if immediately after the loan the unpaid balance of all loans by this Plan and all other plans maintained by the Controlled Group to the Participant would exceed the lesser of:

          (a) $50,000 or

          (b) 50% of the vested portion of the Participant’s accounts under this Plan.

          Notwithstanding the foregoing, (i) the $50,000 limitation in (a) above shall be reduced by the highest outstanding balance for the one-year period ending on the day before a new loan is made minus the outstanding balance of existing loans to the Participant on the date of the new loan, and (ii) loans shall not be available from a Participant’s After-Tax Matched Account, After-Tax Unmatched Account, Company After-Tax Matching Account, Company Pre-Tax Matching Account or Performance Contribution Account.

     5.2. Withdrawals .

          5.2.1. Regular Withdrawals .

     A Participant in the employment of the Employer may, in accordance with such procedures and processes as determined by the Plan Administrator, make a withdrawal from his or her After-Tax Matched Account which has been held by the Plan for 24 months or more, his or her vested Company After-Tax Matching Account which has been held by the Plan for 24 months or more, or his or her After-Tax Unmatched Account. A Participant must withdraw his or her entire After-Tax Unmatched Account before withdrawing any amounts from his or her After-Tax Matched Account or Company After-Tax Matching Account. In the case of a Participant described in Section 3.1, the period for which his or her After-Tax Matched Account and/or Company After-Tax Matching Account was held by the Peabody Investments Corp. Employee Retirement Account shall be included in determining whether such accounts have been held by the Plan for 24 months or more.

          5.2.2. Special Withdrawals .

     A Participant in the employment of the Employer may withdraw the entire amount in his or her After-Tax Matched Account ( i.e. , with no 24-month holdback) in accordance with such procedures and processes as determined by the Plan Administrator. In the event of a withdrawal under this Section of any amounts from the Participant’s After-Tax Matched Account which have been held in such account for less than 24 months, the Participant’s right to make contributions under the Plan shall be suspended for a period of six months

following the Valuation Date following the month in which the special withdrawal is made.

          5.2.3. Hardship Withdrawals .

     A Participant in the employment of the Employer may, in accordance with such procedures and processes as determined by the Plan Administrator, withdraw his or her contributions to his or her Pre-Tax Matched Account or Pre-Tax Unmatched Account if the Participant demonstrates a substantial hardship to the Plan Administrator. The Plan Administrator will grant a distribution on account of hardship only if the distribution is made on account of an immediate and heavy financial need of the Participant and is necessary to satisfy such financial need.

               5.2.3.1. Determination of Immediate and Heavy Financial Need .

          A distribution will be deemed to be made on account of an immediate and heavy financial need of the Participant only if the distribution is on account of:

     (a) expenses for (or necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);

     (b) costs directly related to the purchase (excluding mortgage payments) of a principal residence of the Participant;

     (c) the payment of tuition, related educational fees and room and board expenses for up to the next 12 months of post-secondary education for the Participant, the Participant’s Spouse, or the Participant’s children or dependents (as defined in Section 152 of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code);

     (d) payments necessary to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant’s principal residence;

     (e) payments for burial or funeral expenses for the Employee’s deceased parent, spouse, children or dependents (as defined in Code Section 152 without regard to Code Section 152(d)(1)(B)); or

     (f) expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income).

               5.2.3.2. Amount Necessary To Satisfy Financial Need .

          A distribution will be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant if the following requirements are satisfied:

     (a) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant (which may include any amounts necessary to pay any federal, state or local income tax or penalties reasonably anticipated to result from the distribution); and

     (b) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Controlled Group.

          In addition a Participant who receives a hardship withdrawal will be unable to make pre-tax contributions or after-tax contributions to the Plan or any other qualified or nonqualified plan of deferred compensation maintained by the Controlled Group, including stock option and stock purchase plans and a cash or deferred arrangement that is part of a cafeteria plan within the meaning of Section 125 of the Code (but not the cafeteria plan itself), for a period of six months after the Valuation Date as of which the hardship distribution is made.

          5.2.4. Age 59 ¹ / 2 Withdrawals .

          A Participant in the employment of the Employer who has attained age 59 ¹ / 2 may, in accordance with such procedures and processes as determined by the Plan Administrator, make a withdrawal from his or her Pre-Tax Unmatched Account, Pre-Tax Matched Account, Performance Contribution Account and the vested portion of his or her Company Pre-Tax Matching Account.

          5.2.5. Rollover Withdrawal .

          An Employee in the employment of the Employer may, in accordance with such procedures and processes as determined by the Plan Administrator, make a withdrawal from his or her Rollover Account.

     5.3. Vesting After Withdrawals .

          If a withdrawal under Section 5.2 is made by a Participant whose Company Pre-Tax Matching or After-Tax Matching Account was not 100% vested at the time of such withdrawal, then the Employer shall separately record the portion of his or her Company Pre-Tax Matching or After-Tax Matching Account which was not vested at the time of the withdrawal, and the vested amount of such portion from time to time shall equal an amount (“X”) determined by the following formula:

X = P(AB + (R X D)) - (R X D)

For purposes of applying such formula: “P” is the vested percentage at the relevant time; “AB” is the account balance at the relevant time; “D” is the amount previously withdrawn by the Participant; and “R” is the ratio of the account balance at the relevant time to the account balance after the withdrawal. If a person who has received a withdrawal hereunder is subsequently entitled to an allocation of Employer contributions, the Employer shall separately record such contributions and vesting with respect to such contributions shall be in accordance with Section 11.2.

SECTION 6 — DISTRIBUTIONS OF EXCESS AMOUNTS

     6.1. Distribution Of Excess Elective Deferrals .

          If a Participant’s elective deferrals for any calendar year exceed $15,500 (or such higher amount prescribed by applicable law), then the Participant may file an election form prescribed by the Plan Administrator with the Employer designating in writing the amount of such excess elective deferrals to be distributed from this Plan. Any such election form must be filed with the Employer no later than the first March 1 following the close of such calendar year in order for the Employer to act on it. If such an election form is timely filed, the Trustee shall distribute to the Participant the amount of such excess elective deferrals which the Participant has allocated to this Plan (together with any income or less any loss allocable to such amount in accordance with Section 8 for such calendar year, and for the period between the end of such calendar year and the date of distribution, as determined on a date that is no more than seven days before the distribution) on or before the first April 15 following the close of such calendar year. In the case of a Highly Compensated Employee, any matching contributions which were contributed on account of the elective deferrals being distributed will be forfeited, even if such matching contributions are vested. For purposes of the preceding sentence, the income or loss allocable to such excess amount will be determined under such reasonable method as the Plan Administrator shall establish, provided the method does not discriminate in favor of Highly Compensated Employees, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

     6.2. Limitations On Pre-Tax Contributions For Highly Compensated Employees .

          The Plan Administrator is authorized to reduce to the extent necessary the maximum contributions under Sections 4.1 and 4.2 for Highly Compensated Employees, prior to the close of the Plan Year, if the Plan Administrator reasonably believes that such reduction is necessary to prevent the Plan from failing both tests in Section 401(k)(3) of the Code. Such adjustments shall be made in accordance with such procedures and processes as determined by the Plan Administrator. The Plan Administrator may implement rules limiting contributions under Sections 4.1 and 4.2 which may be made on behalf of some or all Highly Compensated Employees so that the limits of Section 401(k)(3) or 401(m)(2) of the Code are satisfied. If for any Plan Year the Plan satisfies neither of the tests set forth in Code Section 401(k)(3), the Trustee shall be directed by the Plan Administrator to return to each Highly Compensated Employee his or her portion of the excess contributions (plus the income or less the loss allocable to such excess contributions in accordance with Section 8 for such Plan Year, and for the period between the end of such Plan Year and the date of such return, as determined on a date that is no more than seven days before the return) for such Plan Year within 12 months after the last day of such Plan Year. A Highly Compensated Employee shall forfeit any matching contributions which were contributed on account of any portion of the excess contributions even if such matching contributions are vested. Each Highly Compensated Employee’s portion of the excess contributions for a Plan Year shall be determined under a two step process. First, the aggregate amount of excess contributions shall be calculated. This shall be done by reducing the actual deferral percentages of those Highly Compensated Employees with the highest actual deferral percentages to the extent necessary but not below the next highest level of actual deferral percentages. This process shall be repeated, to the extent necessary, until the actual

deferral percentage for the group of Highly Compensated Employees satisfies one of the tests set forth in Section 401(k)(3) of the Code. The aggregate amount of excess contributions shall be equal to the sum of all such reductions. Second, the aggregate amount of excess contributions to be returned shall be allocated by reducing the pre-tax contributions of those Highly Compensated Employees with the highest amount of pre-tax contributions to the extent necessary but not below the next highest amount of pre-tax contributions. This process shall be repeated, to the extent necessary, until all excess contributions to be returned shall be allocated among the Highly Compensated Employees. The income or loss allocable to a Highly Compensated Employee’s portion of the excess contribution will be determined under such reasonable method as the Plan Administrator shall establish, provided the method does not discriminate in favor of Highly Compensated Employees, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

     (a) Coordination With Distributions Of Elective Deferrals . If the Plan is required to distribute both elective deferrals and excess contributions for a Plan Year, the Plan shall:

     (1) calculate and distribute the elective deferrals before determining the excess contributions to be distributed to Highly Compensated Employees;

     (2) calculate the actual deferral percentage including the amount of excess elective deferrals distributed pursuant to (1) above; and

     (3) distribute excess contributions to Participants by reducing the excess contributions distributed to a Participant by the amount of excess elective deferrals distributed to such Participant.

     (b) Election To Make Additional Contributions . Notwithstanding the above, in accordance with Treasury Regulation Section 1.401(k)-2(a)(6), the Company may elect, in lieu of all or a portion of the corrective distribution described above in this Section, to make additional qualified nonelective contributions or qualified matching contributions which are treated as elective deferrals under the Plan and that, in combination with the elective deferrals, satisfy the actual deferral percentage test. Any such additional qualified nonelective contributions will be credited to a Participant’s’ Pre-Tax Matched Account and shall be allocated to each Participant who is not a Highly Compensated Employee in an amount as determined by the Company and will be contributed as a uniform percentage of such Participant’s Compensation for the Plan Year. Any such additional qualified matching contributions will be credited to a Participant’s Pre-Tax Matched Account and shall be allocated to each Participant who is not a Highly Compensated Employee and will be contributed as a uniform percentage of the amount contributed by such Participant under Section 4.1.

     (c) Testing Year . The actual deferral percentage of Non-Highly Compensated Employees shall be determined as of the Plan Year preceding the Plan Year for which the Plan must satisfy one of the tests in Code Section 401(k)(3).

     6.3. Limitations On Matching Contributions For Highly Compensated Employees .

          The Plan Administrator is authorized to reduce to the extent necessary the maximum amount of matching contributions under Section 4.4 and after-tax contributions contributed on behalf of any Highly Compensated Employee prior to the close of the Plan Year if the Plan Administrator reasonably believes that such adjustment is necessary to prevent the Plan from failing Code Section 401(m)(2). Such reduction shall be made in accordance with such procedures and processes as determined by the Plan Administrator. Notwithstanding anything herein to the contrary, the tests in Code Section 401(m)(2) shall be treated as satisfied with respect to such matching contributions and after-tax contributions to the Plan, or a portion of the Plan, if the Plan or such portion is a collectively bargained plan that automatically satisfies Code Section 410(b), in accordance with Treasury Regulation Sections 1.401(m)-1(b)(2) and 1.410(b)-2(b)(7). If for any Plan Year the Plan fails to satisfy either of the tests set forth in Code Section 401(m)(2), the Trustee shall be directed by the Plan Administrator to distribute to each Highly Compensated Employee his or her vested portion (and forfeit the nonvested portion) of the excess aggregate contributions (plus the income or less the losses allocable to such excess aggregate contributions in accordance with Section 8 for such Plan Year, and for the period between the end of such Plan Year and the date of such distribution or forfeiture, as determined on a date that is no more than seven days before the distribution or forfeiture) for such Plan Year, within 12 months after the last day of such Plan Year. Each Highly Compensated Employee’s portion of the excess aggregate contributions for a Plan Year shall be determined under a two step process. First, the aggregate amount of excess aggregate contributions shall be calculated. This shall be done by reducing the actual contribution percentages of those Highly Compensated Employees with the highest actual contribution percentages to the extent necessary but not below the next highest level of actual contribution percentages. This process shall be repeated, to the extent necessary, until the actual contribution percentage for the group of Highly Compensated Employees satisfies one of the tests set forth in Code Section 401(m)(2). The aggregate amount of excess aggregate contributions shall be equal to the sum of all such reductions. Second, the aggregate amount of excess aggregate contributions to be distributed or forfeited shall be allocated by first reducing any after-tax contributions and then any matching contributions made by or on behalf of Highly Compensated Employees with the highest total amount of after-tax contributions and matching contributions to the extent necessary but not below the next highest total amount of after-tax contributions and matching contributions. This process shall be repeated, to the extent necessary, until all excess aggregate contributions to be distributed or forfeited shall be allocated among the Highly Compensated Employees. A Highly Compensated Employee whose after-tax contributions are determined to be excess aggregate contributions shall forfeit any matching contributions which were contributed on account of such after-tax contributions, even if such matching contributions are vested. The income or loss allocable to a Highly Compensated Employee’s portion of the excess aggregate contributions will be determined under such reasonable method as the Plan Administrator shall establish, provided the method does not discriminate in favor of Highly Compensated Employees, is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants’ accounts.

     (a) Election To Make Additional Contributions . Notwithstanding the above, in accordance with Treasury Regulation Section 1.401(m)-2(a)(6), the Company may elect, in lieu of all or a portion of the distribution described above, to either (i) make an additional qualified nonelective contribution that, in combination with matching

contributions and after-tax contributions for the Plan Year, satisfies the actual contribution percentage test or (ii) recharacterize elective contributions as matching contributions. Any such additional qualified nonelective contributions will be credited to a Participant’s Pre-Tax Matched Account and shall be allocated to each Participant who is not a Highly Compensated Employee in an amount as determined by the Company and will be contributed as a uniform percentage of such Participant’s Compensation for the Plan Year.

     (b) The actual contribution percentage of Non-Highly Compensated Employees shall be determined as of the Plan Year preceding the Plan Year for which the Plan must satisfy one of the tests in Code Section 401(m)(2).

6.4. Definitions And Special Rules .

     (a) All terms used in this Section 6 shall have the meaning given such terms in Code Sections 401(k) and 401(m) and the regulations thereunder.

     (b) Plan Restructuring . The Plan may be aggregated with another plan or disaggregated under Section 1.401(k)-1(b)(4) and Section 1.401(m)-1(b)(4) of the Treasury Regulations for any Plan Year in order to pass the actual contribution percentage and actual deferral percentage tests set forth in this Section.

     (c) Special Rules For Early Participation . If the Company applies Section 410(b)(4)(B) of the Code in determining whether the Plan satisfies Section 410(b) of the Code by excluding from consideration eligible Employees who have not met minimum age and service requirements, the Company may exclude from consideration all Non-Highly Compensated Employees who have not met the minimum age and service requirements of Section 410(a)