Exhibit
10.3

       

    

    
    

    INDEMNIFICATION
AGREEMENT

    


    This Indemnification Agreement, dated
as of July 24, 2008, is made by and between PATRIOT COAL CORPORATION, a Delaware
corporation (the “Corporation”) and Michael P. Johnson (the
“Indemnitee”).

    


    RECITALS

    


    A.           The
Corporation recognizes that competent and experienced persons are increasingly
reluctant to serve or to continue to serve as directors or officers of
corporations unless they are protected by comprehensive liability insurance or
indemnification, or both, due to increased exposure to litigation costs and
risks resulting from their service to such corporations, and due to the fact
that the exposure frequently bears no reasonable relationship to the
compensation of such directors and officers;

     

    B.           The
statutes and judicial decisions regarding the duties of directors and officers
are often difficult to apply, ambiguous, or conflicting, and therefore fail to
provide such directors and officers with adequate, reliable knowledge of legal
risks to which they are exposed or information regarding the proper course of
action to take;

     

    C.           The
Corporation and Indemnitee recognize that plaintiffs often seek damages in such
large amounts and the costs of litigation may be so enormous (whether or not the
case is meritorious), that the defense and/or settlement of such litigation is
often beyond the personal resources of directors and officers;

     

    D.           The
Corporation believes that it is unfair for its directors and officers to assume
the risk of huge judgments and other expenses which may occur in cases in which
the director or officer received no personal profit and in cases where the
director or officer was not culpable;

     

    E.           The
Corporation, after reasonable investigation, has determined that the liability
insurance coverage presently available to the Corporation may be inadequate in
certain circumstances to cover all possible exposure for which Indemnitee should
be protected.  The Corporation believes that the interests of the
Corporation and its stockholders would best be served by a combination of such
insurance and the indemnification by the Corporation of the directors and
officers of the Corporation;

     

    F.           The
Corporation’s Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) and Amended and Restated By-Laws require the
Corporation to indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law (the “DGCL”). The Certificate
of Incorporation expressly provides that the indemnification provisions set
forth therein are not exclusive, and contemplates that contracts may be entered
into between the Corporation and its directors and officers with respect to
indemnification;

     

    G.           Section
145 of the DGCL (“Section 145”), under which the Corporation is organized,
empowers the Corporation to indemnify its officers, directors, employees and
agents by agreement and to indemnify persons who serve, at the request of the
Corporation, as the directors, officers, employees or agents of other
corporations or enterprises, and expressly provides that the indemnification
provided by Section 145 is not exclusive;

     

    H.           The
Board of Directors has determined that contractual indemnification as set forth
herein is not only reasonable and prudent but also promotes the best interests
of the Corporation and its stockholders;

     

    I.           The
Corporation desires and has requested Indemnitee to serve or continue to serve
as a director or officer of the Corporation free from undue concern for
unwarranted claims for damages arising out of or related to such services to the
Corporation; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    J.           Indemnitee
is willing to serve, continue to serve or to provide additional service for or
on behalf of the Corporation on the condition that he is furnished the indemnity
provided for herein.

     

    AGREEMENT

    


    NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth below, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows:

    


    Section 1. Generally.

    


    To the fullest extent permitted by the
laws of the State of Delaware:

    


    (a) The Corporation shall indemnify
Indemnitee if Indemnitee was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
Indemnitee is or was or has agreed to serve at the request of the Corporation as
a director, officer, employee or agent of the Corporation, or while serving as a
director or officer of the Corporation, is or was serving or has agreed to serve
at the request of the Corporation as a director, officer, employee or agent
(which, for purposes hereof, shall include a trustee, partner or manager or
similar capacity) of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity.

    


    (b) The indemnification provided by
this Section 1 shall be from and against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such action, suit or
proceeding and any appeal therefrom, but shall only be provided if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action, suit or proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful.

    


    (c) Notwithstanding the foregoing
provisions of this Section 1, in the case of any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Corporation, or while serving as a
director or officer of the Corporation, is or was serving or has agreed to serve
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, no indemnification shall be made in respect of any claim,
issue or matter as to which Indemnitee shall have been adjudged to be liable to
the Corporation unless, and only to the extent that, the Delaware Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

    


    (d) The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that Indemnitee’s conduct was unlawful.

    


    Section 2. Successful Defense; Partial
Indemnification. To the extent that Indemnitee has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 hereof or in defense of any claim, issue or matter therein, Indemnitee
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. For purposes of  this
Agreement and without limiting the foregoing, if any action, suit or proceeding
is disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an
adjudication that Indemnitee was liable to the Corporation, (iii) a plea of
guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee
did not act in good faith and in a manner Indemnitee reasonably believed to be
in or not opposed to the best interests of the Corporation, and (v) with respect
to any criminal proceeding, an adjudication that Indemnitee had reasonable cause
to believe

     

    
      
        
        

      

      
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    Indemnitee’s
conduct was unlawful, Indemnitee shall be considered for the purposes hereof to
have been wholly successful with respect thereto.

    


    If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with any action, suit, proceeding or
investigation, or in defense of any claim, issue or matter therein, and any
appeal therefrom but not, however, for the total amount thereof, the Corporation
shall nevertheless indemnify Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which Indemnitee is entitled.

    


    Section 3. Determination That
Indemnification Is Proper. Any indemnification hereunder shall (unless
otherwise ordered by a court) be made by the Corporation unless a determination
is made that indemnification of such person is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in
Section 1(b) hereof. Any such determination shall be made (i) by a majority vote
of the directors who are not parties to the action, suit or proceeding in
question (“disinterested directors”), even if less than a quorum, (ii) by a
majority vote of a committee of disinterested directors designated by majority
vote of disinterested directors, even if less than a quorum, (iii) by a majority
vote of a quorum of the outstanding shares of stock of all classes entitled to
vote on the matter, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (iv) by independent legal counsel, or (v) by a court of competent
jurisdiction.

    


    Section 4. Advance Payment of Expenses;
Notification and Defense of Claim.

    


    (a) Expenses (including attorneys'
fees) incurred by Indemnitee in defending a threatened or pending civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding within twenty (20) days after receipt by the Corporation of (i) a
statement or statements from Indemnitee requesting such advance or advances from
time to time, and (ii) an undertaking by or on behalf of Indemnitee to repay
such amount or amounts, only if, and to the extent that, it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Corporation
as authorized by this Agreement or otherwise.  Such undertaking shall
be accepted without reference to the financial ability of Indemnitee to make
such repayment. Advances shall be unsecured and interest-free.

    


    (b) Promptly after receipt by
Indemnitee of notice of the commencement of any action, suit or proceeding,
Indemnitee shall, if a claim thereof is to be made against the Corporation
hereunder, notify the Corporation of the commencement thereof.  The
failure to promptly notify the Corporation of the commencement of the action,
suit or proceeding, or Indemnitee’s request for indemnification, will not
relieve the Corporation from any liability that it may have to Indemnitee
hereunder, except to the extent the Corporation is prejudiced in its defense of
such action, suit or proceeding as a result of such failure.

    


    (c)  In the event the
Corporation shall be obligated to pay the expenses of Indemnitee with respect to
an action, suit or proceeding, as provided in this Agreement, the Corporation,
if appropriate, shall be entitled to assume the defense of such action, suit or
proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery
to Indemnitee of written notice of its election to do so.  After
delivery of such notice, approval of such counsel by Indemnitee and the
retention of such counsel by the Corporation, the Corporation will not be liable
to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same action, suit or proceeding, provided that
(1) Indemnitee shall have the right to employ Indemnitee’s own counsel in such
action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment
of counsel by Indemnitee has been previously authorized in writing by the
Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably
concluded that there may be a conflict of interest or position, or reasonably
believes that a conflict is likely to arise, on any significant issue between
the Corporation and Indemnitee in the conduct of any such defense or (iii) the
Corporation shall not, in fact, have employed counsel to assume the defense of
such action, suit or proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Corporation, except as otherwise
expressly provided by this Agreement.  The Corporation shall not be
entitled, without the consent of Indemnitee, to assume the defense of any claim
brought by or in the right of the Corporation or as to which counsel for the
Corporation shall have reasonably made the conclusion provided for in clause
(ii) above.

    


    
      
        
        

      

      
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    (d) Notwithstanding any other provision
of this Agreement to the contrary, to the extent that Indemnitee is, by reason
of Indemnitee’s corporate status with respect to the Corporation or any
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which Indemnitee is or was serving or has agreed to serve at the
request of the Corporation, a witness or otherwise participates in any action,
suit or proceeding at a time when Indemnitee is not a party in the action, suit
or proceeding, the Corporation shall indemnify Indemnitee against all expenses
(including attorneys’ fees) actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith.

    


    Section 5. Procedure for
Indemnification

    


    (a) To obtain indemnification,
Indemnitee shall promptly submit to the Corporation a written request, including
therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification. The Corporation shall,
promptly upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification.

    


    (b) The Corporation’s determination
whether to grant Indemnitee’s indemnification request shall be made promptly,
and in any event within 60 days following receipt of a request for
indemnification pursuant to Section 5(a). The right to indemnification as
granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any
court of competent jurisdiction if the Corporation denies such request, in whole
or in part, or fails to respond within such 60-day period.  It shall
be a defense to any such action (other than an action brought to enforce a claim
for the advance of costs, charges and expenses under Section 4 hereof where the
required undertaking, if any, has been received by the Corporation) that
Indemnitee has not met the standard of conduct set forth in Section 1 hereof,
but the burden of proving such defense by clear and convincing evidence shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or one of its committees, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct set forth in Section 1
hereof, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors or one of its committees, its
independent legal counsel, and its stockholders) that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that Indemnitee has or has not met the applicable standard of
conduct.  The Indemnitee’s expenses (including attorneys’ fees)
incurred in connection with successfully establishing Indemnitee’s right to
indemnification, in whole or in part, in any such proceeding or otherwise shall
also be indemnified by the Corporation.

    


    (c) The Indemnitee shall be presumed to
be entitled to indemnification under this Agreement upon submission of a request
for indemnification pursuant to this Section 5, and the Corporation shall have
the burden of proof in overcoming that presumption in reaching a determination
contrary to that presumption.  Such presumption shall be used as a
basis for a determination of entitlement to indemnification unless the
Corporation overcomes such presumption by clear and convincing
evidence.

    


    Section 6. Insurance and
Subrogation.

    


    (a) The Corporation may purchase and
maintain insurance on behalf of Indemnitee who is or was or has agreed to serve
at the request of the Corporation as a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted
against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such
capacity, or arising out of Indemnitee’s status as such, whether or not the
Corporation would have the power to indemnify Indemnitee against such liability
under the provisions of this Agreement. If the Corporation has such insurance in
effect at the time the Corporation receives from Indemnitee any notice of the
commencement of a proceeding, the Corporation shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the policy.  The Corporation shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policy.

    


    (b) In the event of any payment by the
Corporation under this Agreement, the Corporation shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee with
respect to any insurance policy, who shall execute all papers required and take
all action necessary to

     

    
      
        
        

      

      
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    secure
such rights, including execution of such documents as are necessary to enable
the Corporation to bring suit to enforce such rights in accordance with the
terms of such insurance policy. The Corporation shall pay or reimburse all
expenses actually and reasonably incurred by Indemnitee in connection with such
subrogation.

    


    (c) The Corporation shall not be liable
under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (including, but not limited to, judgments, fines, ERISA excise taxes
or penalties, and amounts paid in settlement) if and to the extent that
Indemnitee has otherwise actually received such payment under this Agreement or
any insurance policy, contract, agreement or otherwise.

    


    


    Section 7. Certain Definitions.
For purposes of this Agreement, the following definitions shall
apply:

    


    (a) The term “action, suit or
proceeding” shall be broadly construed and shall include, without limitation,
the investigation, preparation, prosecution, defense, settlement, arbitration
and appeal of, and the giving of testimony in, any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative.

    


    (b) The term “by reason of the fact
that Indemnitee is or was a director, officer, employee or agent of the
Corporation, or while serving as a director or officer of the Corporation, is or
was serving or has agreed to serve at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise” shall be broadly
construed and shall include, without limitation, any actual or alleged act or
omission to act.

    


    (c) The term “expenses” shall be
broadly and reasonably construed and shall include, without limitation, all
direct and indirect costs of any type or nature whatsoever (including, without
limitation, all attorneys’ fees and related disbursements, appeal bonds, other
out-of-pocket costs and reasonable compensation for time spent by Indemnitee for
which Indemnitee is not otherwise compensated by the Corporation or any third
party, provided that the rate of compensation and estimated time involved is
approved by the Board, which approval shall not be unreasonably withheld),
actually and reasonably incurred by Indemnitee in connection with either the
investigation, defense or appeal of a proceeding or establishing or enforcing a
right to indemnification under this Agreement, Section 145 of the General
Corporation Law of the State of Delaware or otherwise.

    


    (d) The term “judgments, fines and
amounts paid in settlement” shall be broadly construed and shall include,
without limitation, all direct and indirect payments of any type or nature
whatsoever (including, without limitation, all penalties and amounts required to
be forfeited or reimbursed to the Corporation, as well as any penalties or
excise taxes assessed on a person with respect to an employee benefit
plan).

    


    (e) The term “Corporation" shall
include, without limitation and in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.

    


    (f) The term "other enterprises" shall
include, without limitation, employee benefit plans.

    


    (g) The term "serving at the request of
the Corporation" shall include, without limitation, any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries.

    


    
      
        
        

      

      
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    (h) A person who acted in good faith
and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Agreement.

    


    Section 8. Limitation on
Indemnification.  Notwithstanding any other provision herein to
the contrary, the Corporation shall not be obligated pursuant to this
Agreement:

    


    (a) Claims Initiated by
Indemnitee. To indemnify or advance expenses to Indemnitee with respect
to an action, suit or proceeding (or part thereof) initiated by Indemnitee,
except with respect to an action, suit or proceeding brought to establish or
enforce a right to indemnification (which shall be governed by the provisions of
Section 8(b) of this Agreement), unless such action, suit or proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the
Corporation.

    


    (b) Action for
Indemnification. To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any action, suit or proceeding instituted by
Indemnitee to enforce or interpret this Agreement, unless Indemnitee is
successful in establishing Indemnitee’s right to indemnification in such action,
suit or proceeding, in whole or in part, or unless and to the extent that the
court in such action, suit or proceeding shall determine that, despite
Indemnitee’s failure to establish their right to indemnification, Indemnitee is
entitled to indemnity for such expenses; provided, however, that nothing in this
Section 8(b) is intended to limit the Corporation’s obligation with respect to
the advancement of expenses to Indemnitee in connection with any such action,
suit or proceeding instituted by Indemnitee to enforce or interpret this
Agreement, as provided in Section 4 hereof.

    


    (c) Section 16
Violations. To indemnify Indemnitee on account of any proceeding with
respect to which final judgment is rendered against Indemnitee for payment or an
accounting of profits arising from the purchase or sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

    


    (d) Non-compete and
Non-disclosure.  To indemnify Indemnitee in connection with
proceedings or claims involving the enforcement of non-compete and/or
non-disclosure agreements or the non-compete and/or non-disclosure provisions of
employment, consulting or similar agreements the Indemnitee may be a party to
with the Corporation, or any subsidiary of the Corporation or any other
applicable foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, if any.

    


    Section 9.  Certain Settlement
Provisions.  The Corporation shall have no obligation to
indemnify Indemnitee under this Agreement for amounts paid in settlement of any
action, suit or proceeding without the Corporation’s prior written consent,
which shall not be unreasonably withheld.  The Corporation shall not
settle any action, suit or proceeding in any manner that would impose any fine
or other obligation on Indemnitee without Indemnitee’s prior written consent,
which shall not be unreasonably withheld.

    


    Section 10. Savings Clause. If
any provision or provisions of this Agreement shall be invalidated on any ground
by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify Indemnitee as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
full extent permitted by any applicable portion of this Agreement that shall not
have been invalidated and to the full extent permitted by applicable
law.

    


    Section 11. Contribution.  In
order to provide for just and equitable contribution in circumstances in which
the indemnification provided for herein is held by a court of competent
jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed
that, in such event, the Corporation shall, to the fullest extent permitted by
law, contribute to the payment of Indemnitee’s costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, in an amount that is just and equitable in the
circumstances, taking into account, among other things, contributions by other
directors and officers of the Corporation or others pursuant to indemnification
agreements or otherwise; provided, that, without limiting the generality of the
foregoing, such contribution shall not be required where such holding by the
court is due to (i) the failure of Indemnitee to meet the standard of conduct
set forth in Section 1 hereof, or (ii) any limitation on indemnification set
forth in Section 6(c), 8 or 9 hereof.

    


    
      
        
        

      

      
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    Section 12. Form and Delivery of
Communications.  Any notice, request or other communication
required or permitted to be given to the parties under this Agreement shall be
in writing and either delivered in person or sent by telecopy, telex, telegram,
overnight mail or courier service, or certified or registered mail, return
receipt requested, postage prepaid, to the parties at the following addresses
(or at such other addresses for a party as shall be specified by like
notice):

    


    If to the Corporation:

    


    Patriot Coal Corporation

    12312 Olive Boulevard

    St. Louis,
MO 63141

    Attn: Senior Vice President and General
Counsel

    Facsimile: (314) 275-3656

    


    


    If to Indemnitee:

    


    Michael P. Johnson

    Williams Companies

    One
Williams Center

    Tulsa, Oklahoma 74172

    


    Section 13. Subsequent
Legislation. If the General Corporation Law of Delaware is amended after
adoption of this Agreement to expand further the indemnification permitted to
directors or officers, then the Corporation shall indemnify Indemnitee to the
fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

    


    Section 14. Nonexclusivity.  The
provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which Indemnitee may
have under any provision of law, the Corporation’s Certificate of Incorporation
or By-Laws, in any court in which a proceeding is brought, the vote of the
Corporation’s stockholders or disinterested directors, other agreements or
otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee has
ceased acting as an agent of the Corporation and shall inure to the benefit of
the heirs, executors and administrators of Indemnitee.  However, no
amendment or alteration of the Corporation’s Certificate of Incorporation or
By-Laws or any other agreement shall adversely affect the rights provided to
Indemnitee under this Agreement.

    


    Section 15. Enforcement.  The
Corporation shall be precluded from asserting in any judicial proceeding that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable. The Corporation agrees that its execution of this Agreement shall
constitute a stipulation by which it shall be irrevocably bound in any court of
competent jurisdiction in which a proceeding by Indemnitee for enforcement of
his rights hereunder shall have been commenced, continued or appealed, that its
obligations set forth in this Agreement are unique and special, and that failure
of the Corporation to comply with the provisions of this Agreement will cause
irreparable and irremediable injury to Indemnitee, for which a remedy at law
will be inadequate. As a result, in addition to any other right or remedy
Indemnitee may have at law or in equity with respect to breach of this
Agreement, Indemnitee shall be entitled to injunctive or mandatory relief
directing specific performance by the Corporation of its obligations under this
Agreement.

    


    Section 16. Interpretation of
Agreement.  It is understood that the parties hereto intend
this Agreement to be interpreted and enforced so as to provide indemnification
to Indemnitee to the fullest extent now or hereafter permitted by
law.

    


    Section 17. Entire
Agreement.  This Agreement and the documents expressly referred
to herein constitute the entire agreement between the parties hereto with
respect to the matters covered hereby, and any other prior or contemporaneous
oral or written understandings or agreements with respect to the matters covered
hereby are expressly superceded by this Agreement.

    


    Section 18. Modification and
Waiver.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

    


    
      
         

      

      
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    Section 19. Successor and
Assigns.  All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by
the parties hereto and their respective successors, assigns, heirs, executors,
administrators and legal representatives. The Corporation shall require and
cause any direct or indirect successor (whether by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Corporation, by written agreement in form and substance reasonably
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform if no such succession had taken place.

    


    Section 20. Service of Process and
Venue.  For purposes of any claims or proceedings to enforce
this agreement, the Corporation consents to the jurisdiction and venue of any
federal or state court of competent jurisdiction in the states of Delaware and
Missouri, and waives and agrees not to raise any defense that any such court is
an inconvenient forum or any similar claim.

    


    Section 21. Governing
Law.  This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware.  If a court of competent jurisdiction shall make a
final determination that the provisions of the law of any state other than
Delaware govern indemnification by the Corporation of its officers and
directors, then the indemnification provided under this Agreement shall in all
instances be enforceable to the fullest extent permitted under such law,
notwithstanding any provision of this Agreement to the contrary.

    


    Section 22. Employment Rights.
Nothing in this Agreement is intended to create in Indemnitee any right to
employment or continued employment.

    


    Section 23. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and
the same instrument, notwithstanding that both parties are not signatories to
the original or same counterpart.

    


    Section 24.  Headings. The section
and subsection headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered to be effective as of the date first above
written.

    
 

    
      
        
          
            	
                    PATRIOT
      COAL CORPORATION

                  	 
	 
      	 
      	 
	
                    By

                  	
                    /s/ Richard M. Whiting

                  	 
	 
      	
                     Richard
      M. Whiting, Chief Executive Officer

                  	 
	 
      	 
      	 
	 
      	 
      	 
	
                    INDEMNITEE:

                  	 
	 
      	 
      	 
	 
      	
                    By
      /s/ Michael P.
Johnson

                  	 
	 
      	
                    

                      

                        Michael P.
    Johnson

                      

                    

                  	 


          

        

         

         

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