exv10w46






Exhibit 10.46




2009 AMENDMENT TO

2008 NON-QUALIFIED STOCK OPTION AGREEMENT




     This 2009 Amendment (the “Amendment”) is entered into effective December 31, 2009, and amends
the Non-Qualified Stock Option Agreement dated January 2, 2008 (the “Grant Agreement”) between
Peabody Energy Corporation (the “Company”) and Gregory H. Boyce (the “Optionee”).



RECITALS




     WHEREAS, the Board of Directors of the Company deems it appropriate and in the best
interests of the Company and the Grantee to amend the Grant Agreement as described herein,
effective on the date set forth above;



     NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, the parties hereby agree as follows:



     1. Section 1.2 of the Grant Agreement, which defines “Cause,” is revised to read in
its entirety as follows:




Section 1.2 — “Cause” shall mean “Cause” as defined in Optionee’s employment
agreement with the Company.



     2. Section 1.6 of the Grant Agreement, which defines “Good Reason,” is revised to
read in its entirety as follows:




Section 1.6 — “Good Reason” shall mean “Good Reason” as defined in
Optionee’s employment agreement with the Company.



     3. Section 1.11 of the Grant Agreement, which defines “Retirement,” is revised to read in its entirety as follows:




Section 1.11 — “Retirement” shall mean “Retirement” as defined in Optionee’s
employment agreement with the Company.



     4. Section 3.3 of the Grant Agreement is revised to read in its entirety as follows:




Section 3.3 — Effect of Termination of Employment. Except as otherwise
provided in Section 3.2 hereof or in Optionee’s employment agreement with the
Company in effect at the time of his employment termination, the Option shall not
become exercisable as to any additional shares of Common Stock following a
Termination of Employment, and the portion of the Option which is then unexercisable
shall terminate immediately.



 









 





     5. Section 3.4 of the Grant Agreement is revised to read in its entirety as
follows:




Section 3.4 — Expiration of Option. This Option may not be exercised to any
extent by the Optionee after the first to occur of the following events:




     (a) The tenth anniversary of the date hereof; or




     (b) The date of a Termination of Employment by the Company for Cause; or




     (c) The date of a Termination of Employment by the Optionee without Good Reason
if such date is before January 1, 2013; or




     (d) Upon a Change of Control, if either




     (i) the Committee terminates this Option by paying the Optionee an
amount equal to the product of (x) the difference between the Change in
Control Price and the Exercise Price (unless the Exercise Price is greater
than the Change in Control Price, in which case this Option shall be
terminated) and (y) the aggregate number of shares of Common Stock for which
the Option is exercisable, or




     (ii) the Optionee is permitted to exercise his or her Option prior to
the Change of Control.



     6. In all other respects, the Grant Agreement shall remain unchanged and in full
force and effect.



[SIGNATURE PAGE FOLLOWS]






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     IN WITNESS WHEREOF, this Amendment has been executed and delivered by the parties hereto
on the date first set forth above.



	 	 	 	 	 	 	 
	 	 	PEABODY ENERGY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ W. A. Coley
 

W. A. Coley
	 	 
	 

	 	Its:
	 	Chair, Compensation Committee	 	 






	 	 	 	 	 
	 	 	 
	 	                                                   /s/ G. H. Boyce
 	 
	 	GREGORY H. BOYCE 	 
	 	 	 
	 




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