EXHIBIT 10.2
SECOND AMENDMENT TO THE
1998 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF
P&L COAL HOLDINGS CORPORATION
WHEREAS , Peabody Energy
Corporation (the “Company”) maintains the 1998 Stock
Purchase and Option Plan for Key Employees of P&L Coal Holdings
Corporation (the “Plan”), and all capitalized terms
used but not defined herein are defined in the Plan;
WHEREAS , pursuant to
Section 10 of the Plan, (i) the Board of Directors of the
Company (the “Board”) has the right to amend the Plan
and (ii) the Compensation Committee of the Company may amend
the terms and conditions of outstanding grants under the Plan if
such amendment does not adversely affect the Participant’s
rights without his or her consent; and
WHEREAS , the Company spun
off a portion of its business effective October 31, 2007 to
Patriot Coal Corporation (“Patriot”), resulting in the
transfer of certain Company employees to employment with Patriot
and constituting a termination of employment for such employees for
purposes of their outstanding grants under the Plan;
WHEREAS , the Board
previously approved the Amendment to the Plan (the “First
Amendment”) to allow for accelerated vesting and the deemed
exercise of the Accelerated Options held by Patriot Senior
Management Employees on the Spin-Off Date;
WHEREAS , the Board intended
to pay full value for such Accelerated Options upon their exercise
by adjusting the shares of Common Stock (“Peabody
Stock”) subject to such Accelerated Options to reflect the
spin-off of Patriot, as is the case for all options outstanding
under the Plan immediately after the Spin-Off Date;
WHEREAS, the Board has
determined that the Peabody Stock subject to the Accelerated
Options will not be entitled to receive the distribution of Patriot
common stock on the Spin-Off Date, because the Accelerated
Options
