exv10w1






Exhibit 10.1




          August 7, 2009




Patriot Coal Corporation

12312 Olive Boulevard, Suite 400

St. Louis, MO 63141

Attention: Joseph W. Bean




Paul Vining

c/o Patriot Coal Corporation

12312 Olive Boulevard, Suite 400

St. Louis, MO 63141




Ladies and Gentlemen:




     Reference is made to the Agreement and Plan of Merger, dated as of April 2, 2008 (the
“Merger Agreement”), among Magnum Coal Company (the “Company”), Patriot Coal
Corporation (“Parent”), Colt Merger Corporation (“Merger Sub”) and ArcLight Energy
Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly, as Stockholder
Representative (the “Stockholder Representative”). Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed thereto in the Merger Agreement.



     Reference is also made to that certain letter agreement dated July 22, 2008 (the “Original
Letter Agreement”), as amended on December 26, 2008 (as so amended, the “Amended Letter
Agreement”), among the Company, Parent, Paul Vining and certain Designated Stockholders (as defined
in the Voting Agreement). The parties to this amended and restated letter agreement wish to amend
and restate the Amended Letter Agreement as set forth herein and hereby agree that the Amended
Letter Agreement is hereby amended and restated in its entirety as set forth below (references
herein to “this letter agreement” and similar terms shall mean the Amended Letter Agreement as
amended and restated hereby, and references herein to “parties hereto” and similar terms shall mean
the parties to the Original Letter Agreement):



     The Designated Stockholders who were parties to the Original Letter Agreement (collectively,
the “Stockholder Parties”) desire to cause certain shares of Parent Stock received by such
Stockholder Parties pursuant to the Merger Agreement to be directed to Mr. Paul Vining
(“Vining”). Accordingly, the parties hereto agree as follows:



     1. Delivery of Shares to Vining. Each of the Stockholder Parties shall (i) on the date
that is no later than ten days following January 22, 2010 deliver and convey to Vining such
Stockholder Party’s Applicable Percentage of the number of shares of Parent Stock equal to the
Directed Share Amount.



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For purposes of this letter agreement (a) “Directed Share Amount” means the number of shares of
Parent Stock equal to the quotient obtained by dividing (1) $3,000,000 by (2) the average of the
closing price of Parent Stock on the principal stock exchange on which Parent Stock is traded for
the 10 consecutive trading days ending five trading days after January 22, 2010, and (b)
“Applicable Percentage” for any Stockholder Party means the percentage set forth opposite such
Stockholder Party’s name on Exhibit A hereto.”




     2. Acceptance and Acknowledgement by Vining. Vining hereby accepts the delivery of
Directed Shares, if any, as contemplated by paragraph 1 above and acknowledges that any such
Directed Shares shall be subject to the terms of the Voting Agreement to the same extent as other
shares of Parent Stock received by Vining pursuant to the Merger. In consideration of the right to
receive the shares of Parent Stock pursuant to paragraph 1 above, Vining hereby acknowledges that
he shall not be entitled to the transaction bonus under Section 3.1(d) of his current Employment
Agreement with the Company dated as of April 15, 2006. Vining further acknowledges that any
Directed Shares delivered to him by an “affiliate” (as defined in Rule 144(a)(1) under the 1933 Act
(“Rule 144”)) of Parent will be “restricted securities” (as defined in rule 144(a)(3)) and
will be subject to applicable requirements under Rule 144, including but not limited to the holding
period requirement.



     3. Acknowledgement by Parent. Parent hereby acknowledges and agrees to the conveyance
of the Directed Shares, if any, to Vining. Parent further agrees that this letter agreement and
the transactions contemplated thereby shall not constitute a Transfer from the undersigned to
Vining for purposes of Voting Agreement (including Section 1.02(e) and Section 3.01 thereof).



     4. Acknowledgement by the Company. The Company hereby acknowledges the conveyance of
the Directed Shares, if any, to Vining.



     5. Further Assurances. Each of the parties hereto agrees to execute and deliver, or
cause to be executed and delivered, all further documents and instruments and to take, or cause to
be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations, to consummate and make effective the transactions
contemplated by this letter agreement, including to register the Directed Shares in the name of
Vining or his nominee.



     6. Amendments and Waivers. Any provision of this letter agreement may by amended or
waived, if, but only if, such amendment or waiver is in writing and is signed by each of Vining,
the Stockholder Representative and Parent. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.



     7. Governing Law. This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflicts of law principles.



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     8. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in connection with, this
letter agreement or the transactions contemplated hereby shall be brought in any Delaware state
court, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and
of the appropriate appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding in any such court
or that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party as provided in
Section 4.10 of the Voting Agreement shall be deemed effective service of process on such party.



     9. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     10. No Impact on Employment Relationship. Nothing in this letter agreement shall
impose on Parent an obligation to continue Vining’s employment or lessen or affect Parent’s right
to terminate Vining’s employment.



     11. Counterparts; Third Party Beneficiaries. The Original Letter Agreement may be
signed in any number of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto were upon the same instrument. Until and unless each party has received
a counterpart of the Original Letter Agreement signed by each of the other parties, the Original
Letter Agreement shall have no effect, and no party shall have any right or obligation under the
Original Letter Agreement (whether by virtue of any other oral or written agreement or other
communication). The Original Letter Agreement shall become effective when each party shall have
received a counterpart signed by the other parties. Any amendment or amendment and restatement of
the Original Letter Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto were upon the same instrument.
Until and unless each applicable party to such amendment or amendment and restatement has received
a counterpart of any such amendment or amendment and restatement signed by each of the other
applicable parties, such amendment or amendment and restatement shall have no effect, and no party
shall have any right or obligation under such amendment or amendment and restatement (whether by
virtue of any other oral or written agreement or other communication). Any such amendment or
amendment and restatement shall become effective when each applicable party shall have received a
counterpart thereof signed by the other applicable parties. No provision of this letter agreement
is intended to confer upon any Person other than the parties hereto any rights or remedies
hereunder. Any counterpart referred to herein may be delivered by facsimile or other electronic
format (including “.pdf”).



*     *     *     *




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     Please indicate your agreement with the foregoing by executing a copy of this amended and
restated letter agreement.



Sincerely,




STOCKHOLDER REPRESENTATIVE ON BEHALF OF THE STOCKHOLDER PARTIES:




ARCLIGHT ENERGY PARTNERS FUND I, L.P.




By: ArcLight PEF GP, LLC, its General Partner




By: ArcLight Capital Holdings, LLC, its Manager




By: /s/ Daniel R. Revers                    

Name: Daniel R. Revers

Title: Manager




ARCLIGHT ENERGY PARTNERS FUND II, L.P.




By: ArcLight PEF GP II, LLC, its General Partner




By: ArcLight Capital Holdings, LLC, its Manager




By: /s/ Daniel R. Revers                    

Name: Daniel R. Revers

Title: Manager




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Agreed to and acknowledged as of the date

first above written:




PATRIOT COAL CORPORATION




By: /s/ Joseph W. Bean                    

Name: Joseph W. Bean

Title: Senior Vice President — Law & Administration




/s/ Paul H Vining                    

Paul Vining




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Exhibit A




	 	 	 	 	 
	 	 	Applicable
	Designated Stockholder Name	 	Percentage
	ArcLight Energy Partners Fund I, L.P.

	 	 	31.84	%
	ArcLight Energy Partners Fund II, L.P.

	 	 	25.50	%
	Cascade Investment, L.L.C.

	 	 	10.46	%
	Caisse de Depot et Placement du Quebec

	 	 	10.03	%
	Citigroup Capital Partners II 2006 Citigroup Investment, L.P.

	 	 	2.15	%
	Citigroup Capital Partners II Employee Master Fund, L.P.

	 	 	2.42	%
	Citigroup Capital Partners II Onshore, L.P.

	 	 	1.09	%
	Citigroup Capital Partners II Cayman Holdings, L.P.

	 	 	1.37	%
	Howard Hughes Medical Institute

	 	 	6.98	%
	The Northwestern Mutual Life Insurance Company

	 	 	5.31	%
	The Board of Trustees of the Leland Stanford Junior
University

	 	 	2.85	%
	Total

	 	 	100.00	%







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