2003 Committee Charter : BTU

PEABODY ENERGY CORPORATION
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
Statement of Policy
This charter governs the operations of the Nominating and Corporate
Governance Committee ("Committee"). The Committee shall provide assistance
to the Board of Directors by identifying, evaluating and recommending qualified
candidates for election to the Board of Directors. In fulfilling this role, the
Committee may consider issues such as a candidate's industry background and
experience, diversity, age and availability, and whether such candidate
possesses professional skills or other attributes that are relevant to the
Company. The Committee also may consider the respective interests of various
stakeholders to ensure that Board representation is reflective of the Company's
evolving institutional and public ownership structure.
The Committee also shall assist the Board of Directors by:
formulating and observing corporate governance policies and procedures
that best serve the interests of the Company and its stockholders;
developing and administering an annual review process to evaluate
performance of the Board of Directors; and
recommending the structure, composition and responsibilities of other
Board committees.
The Committee shall serve in an advisory capacity, and its recommendations
shall be subject to approval by the full Board of Directors.
Committee Organization
The Committee shall be appointed by the Board of Directors and shall consist of
at least three directors, each of whom shall meet the independence requirements
of the New York Stock Exchange. The Board of Directors must affirmatively
determine that a director satisfies these independence requirements before
appointment to the Committee and at least annually thereafter. In evaluating a
member's independence, the Board of Directors should consider all relevant
facts and circumstances, including without limitation, any relationships that such
member has with the Company and their potential impact on the perception of
the investment community.
Statement of Responsibilities
The Committee shall have the following primary responsibilities:
The Committee shall actively seek individuals qualified to serve on the
Board of Directors, and shall recommend to the Board of Directors the
slate of director nominees to be considered for election at each annual
meeting of stockholders. The Committee also shall identify, evaluate and
recommend to the Board of Directors candidates to fill any vacancies on
the Board of Directors or to fill any newly created directorships resulting
from an increase in the number of directors.
The Committee shall have the sole authority to retain and terminate any
search firm to be used to identify director candidates and shall have sole
authority to approve the search firm's fees and other retention terms. The
Committee also shall have authority to obtain advice and assistance from
internal or external legal, accounting and other advisors. The
compensation to be paid to such advisors shall be determined by the
Committee or the Chair of the Committee, and the Chair shall have the
authority to bind the Company to pay such compensation.
The Committee shall consider and advise the Board of Directors on
matters related to corporate governance. The Committee also shall
develop and recommend, for approval by the Board of Directors, the
Corporate Governance Guidelines of the Company. The Committee shall
review and reassess the adequacy of such Corporate Governance
Guidelines annually and shall recommend any proposed changes to the
Board of Directors for approval.
The Committee shall receive comments from all directors and report
annually to the Board of Directors with an assessment of the Board's
performance.
The Committee shall recommend to the Board of Directors the structure,
composition and responsibilities of other Board committees.
The Committee shall consider and advise the Board of Directors on
matters related to corporate social responsibility.
The Committee shall make regular reports on its activities to the Board of
Directors.
The Committee may form and delegate authority to subcommittees when
appropriate.
The Committee shall review and reassess the adequacy of this charter
annually and recommend any proposed changes to the Board of Directors
for approval. The Committee shall annually review its own performance.
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