EX-4.5





Exhibit 4.5


PEABODY ENERGY CORPORATION


Notice of Adjustment of Conversion Rate 


February 8, 2009


Holders of 4.75% Convertible Junior Subordinated Debentures due 2066


          This Notice is provided pursuant to Section 2.18(j) of the First Supplemental Indenture dated
as of December 20, 2006 (the “Supplemental Indenture”), between Peabody Energy Corporation (the
“Company”) and U.S. Bank National Association, as Trustee, relating to the Company’s 4.75%
Convertible Junior Subordinated Debentures due 2066. Capitalized terms used herein without
definition have the meanings assigned to them in the Supplemental Indenture.



	 	1.	 	Pursuant to the Supplemental Indenture, the Conversion Rate is required to be
adjusted for distributions of cash to all or substantially all holders of Common Stock
by multiplying the Conversion Ratio in effect on the Trading Day immediately prior to
the Ex-Dividend Date for such distribution on the NYSE by a fraction, (i) the numerator
of which shall be equal to the Current Market Price per share of Common Stock on such
date, less the Dividend Threshold Amount and (ii) the denominator of which shall be
equal to the Current Market Price per share of Common Stock on such date, less the
amount of the distribution per share of Common Stock. Prior to the Conversion Rate
adjustment from 16.1421 to 17.1078 effective November 23, 2007 (the “Prior
Adjustment”), all quarterly dividends paid were equal in amount to the Dividend
Threshold Amount which resulted in no adjustment to the Conversion Rate. Subsequent to
the Prior Adjustment, the Conversion Rate shall be adjusted as follows:





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Conversion Rate (Ex-Dividend Date 2/8/08) = 17.1078 x
	 	$53.24 — $0.056613

$53.24 — $0.060000
	 	=
	 	 	17.1089	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Conversion Rate (Ex-Dividend Date 5/6/08) = 17.1089 x
	 	$61.66 — $0.056609

$61.66 — $0.060000
	 	=
	 	 	17.1098	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Conversion Rate (Ex-Dividend Date 8/6/08) = 17.1098 x
	 	$64.50 — $0.056607

$64.50 — $0.060000
	 	=
	 	 	17.1107	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Conversion Rate (Ex-Dividend Date 11/4/08) = 17.1107 x
	 	$32.59 — $0.056604

$32.59 — $0.060000
	 	=
	 	 	17.1125	 






	 	 	 	Pursuant to Section 2.18(i) of the Supplemental Indenture, Conversion Rate adjustments
resulting in an aggregate change of less than 1% are not required to be made
immediately. The Company has carried forward the adjustments detailed above within one
year of the first such adjustment and is adjusting the Conversion Rate from 17.1078 to
17.1125.





 








 











	 	2.	 	The effective date of the adjusted Conversion Rate shall be February 8, 2009.
	 
	 	3.	 	The following table sets forth the adjusted Stock Prices and number of
Additional Shares issuable per $1,000 principal amount of Debentures in the event a
Holder elects to convert Debentures in connection with a Non-Stock Change of Control.
	 
	 	4.	 	     






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stock Price
	Effective Date	 	$41.74	 	$47.16	 	$58.44	 	$66.03	 	$75.46	 	$84.90	 	$94.33	 	$141.49	 	$188.66	 	$235.82	 	$282.99
	December 20, 2006
	 	 	6.8448	 	 	 	5.6235	 	 	 	3.9769	 	 	 	3.2695	 	 	 	2.6498	 	 	 	2.2124	 	 	 	1.8915	 	 	 	1.0744	 	 	 	0.7318	 	 	 	0.5388	 	 	 	0.4132	 
	December 15, 2007
	 	 	6.8448	 	 	 	5.3185	 	 	 	3.6464	 	 	 	2.9415	 	 	 	2.3369	 	 	 	1.9210	 	 	 	1.6236	 	 	 	0.9036	 	 	 	0.6162	 	 	 	0.4556	 	 	 	0.3510	 
	December 15, 2008
	 	 	6.8448	 	 	 	4.9620	 	 	 	3.2500	 	 	 	2.5446	 	 	 	1.9571	 	 	 	1.5681	 	 	 	1.3010	 	 	 	0.7038	 	 	 	0.4817	 	 	 	0.3580	 	 	 	0.2770	 
	December 15, 2009
	 	 	6.8448	 	 	 	4.6149	 	 	 	2.8188	 	 	 	2.0960	 	 	 	1.5184	 	 	 	1.1596	 	 	 	0.9297	 	 	 	0.4839	 	 	 	0.3344	 	 	 	0.2500	 	 	 	0.1942	 
	December 15, 2010
	 	 	6.8448	 	 	 	4.3504	 	 	 	2.3761	 	 	 	1.5857	 	 	 	0.9931	 	 	 	0.6695	 	 	 	0.4948	 	 	 	0.2485	 	 	 	0.1748	 	 	 	0.1313	 	 	 	0.1024	 
	December 15, 2011
	 	 	6.8448	 	 	 	4.2765	 	 	 	2.0972	 	 	 	1.0525	 	 	 	0.0470	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2012
	 	 	6.8448	 	 	 	4.2611	 	 	 	2.0884	 	 	 	1.0477	 	 	 	0.0468	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2013
	 	 	6.8448	 	 	 	4.2483	 	 	 	2.0807	 	 	 	1.0435	 	 	 	0.0465	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2014
	 	 	6.8448	 	 	 	4.2370	 	 	 	2.0733	 	 	 	1.0392	 	 	 	0.0463	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2015
	 	 	6.8448	 	 	 	4.2294	 	 	 	2.0676	 	 	 	1.0359	 	 	 	0.0462	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2016
	 	 	6.8448	 	 	 	4.2249	 	 	 	2.0617	 	 	 	1.0315	 	 	 	0.0459	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2021
	 	 	6.8448	 	 	 	4.2955	 	 	 	2.0912	 	 	 	1.0452	 	 	 	0.0465	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2026
	 	 	6.8448	 	 	 	4.4422	 	 	 	2.1558	 	 	 	1.0757	 	 	 	0.0478	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 15, 2031
	 	 	6.8448	 	 	 	4.5819	 	 	 	2.2083	 	 	 	1.0983	 	 	 	0.0487	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	December 20, 2036
	 	 	6.8448	 	 	 	4.7410	 	 	 	2.2513	 	 	 	1.1140	 	 	 	0.0492	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 







	 	 	 	The adjusted Stock Prices equal the prices per share applicable immediately prior to
such adjustment, multiplied by a fraction, (i) the numerator of which is the
Conversion Rate immediately prior to the adjustment giving rise to the Stock Price
adjustment and (ii) the denominator of which is the Conversion Rate as so adjusted.
	 
	 	 	 	If the Stock Price is more than $282.99, subject to adjustment, the number of
Additional Shares will be zero.
	 
	 	 	 	If the Stock Price is less than $41.74, subject to adjustment, the number of
Additional Shares will be zero.
	 
	 	 	 	In no event will the total number of shares of Common Stock issuable upon conversion
of a Debenture (after giving effect to any Additional Shares issuable pursuant to
Section 2.24 of the Supplemental Indenture) exceed 23.9574 per $1,000 principal
amount of Debentures, subject to adjustment in the same manner and for the same
events as the Conversion Rate may be adjusted pursuant to Section 2.18 of the
Supplemental Indenture.