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Consulting Agreement Between Amc & Ronald E. Samples

This is an actual contract by Arch Coal.
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Sectors: Metals and Mining
Governing Law: Missouri, View Missouri State Laws
Effective Date: September 01, 1992
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Exhibit 10.13


CONSULTING AGREEMENT


This Consulting Agreement is effective as of September 1, 1992 between ARCH MINERAL CORPORATION, a Delaware Corporation, CityPlace One, Suite 300, St. Louis, Missouri 63141 (Arch) and RONALD E. SAMPLES, 5 Dogwood Lane, Ladue, Missouri 63124 (CONSULTANT).


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Arch is in the business of mining and selling coal.

CONSULTANT is an experienced person in the mining industry and has retired from Arch.


Arch desires to utilize CONSULTANT's services, and CONSULTANT desires to provide such services.


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IN CONSIDERATION of the mutual promises and conditions contained herein, the parties hereto agree as follows:

SECTION 1. SCOPE OF SERVICES
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1.1 CONSULTANT agrees to provide services as designated by Arch and Arch agrees to accept and pay for those services as set forth in this Agreement. "Services" shall mean CONSULTANT's advising, counseling, recommending and assisting Arch in any aspect of coal mining or in exploring for, developing, preparing, storing, loading, unloading, transporting, selling, using or otherwise handling or dealing in coal or in any matter relating thereto in which CONSULTANT has knowledge, experience or expertise. "Services" shall be provided in any state in which Arch may now or hereafter elect to acquire coal reserves or conduct coal mining operations or have business of any manner.


1.2 CONSULTANT shall also serve as Chairman of the Board of Directors of Arch and shall serve ln that capacity in a non-executive capacity with such authority as designated by the Chief Executive Officer (CEO) of Arch.


CONSULTANT shall make Services available to Arch for a minimum of one hundred (100) days per Contract Year, when and as requested by Arch. CONSULTANT shall not be required to provide Services (but may consent to provide same hereunder) to the extent that same are requested by Arch on the basis of a request made less than 48 hours before the time of the need for same. CONSULTANT shall not be required to render Services during vacation periods. As an independent Contractor, CONSULTANT shall have no established work schedule nor will it be necessary for CONSULTANT to obtain permission from Arch to be absent from Arch's office location.


Arch agrees to provide CONSULTANT adequate facilities and support services for the performance of CONSULTANT's obligations.


1.3 Nothing herein shall be construed to require Arch to request or utilize the Services. However, regardless of whether Arch uses CONSULTANT's Services, Arch shall pay CONSULTANT the minimum retainer fee set forth below so long as this Agreement is in effect.


SECTION 2. TERM
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This Agreement shall be in effect for one year commencing September 1, 1992 and ending August 31, 1993, unless otherwise amended or extended.


CONSULTANT or Arch may terminate this Agreement at any time if CONSULTANT becomes unable to provide the services because of physical or mental disability or death. A Contract Year is defined as twelve (12) consecutive calendar months beginning on September 1.


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SECTION 3. COMPENSATION
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As full payment for all Services under this Agreement, Arch shall pay to CONSULTANT the following:


(a) an annual retainer fee of One Hundred Twenty-five Thousand Dollars ($125,000) to be paid on September 15 of any Contract Year. It is understood that the retainer fee shall be paid in equal monthly installments beginning on September 15, 1992. Arch shall be obligated to pay this fee regardless of whether Services are requested by Arch. If the Agreement is terminated because of the death of the CONSULTANT, or if the CONSULTANT becomes physically or mentally disabled as determined by a physician appointed by Arch and Arch terminates the Agreement after September 1, but before September 15, Arch shall pay the CONSULTANT (or his estate if deceased) the annual Retainer due for that Contract Year, but shall not be obligated for any further payments.


(b) if CONSULTANT renders Services in excess of one hundred (100) days per year then Arch shall pay CONSULTANT One Thousand Two Hundred Fifty Dollars ($1,250) per day for each day of Services performed for the remainder of any Contract Year.

(c) an amount equal to all of the CONSULTANT's reasonable out-of- pocket expenses paid in providing the Services. It is understood that those expenses to be reimbursed by Arch shall be those which are authorized by Arch's agent and which are permitted under the terms of Arch's Corporate Policy regarding such expenses.


Arch shall remit payments to CONSULTANT for all amounts due under this Agreement upon the basis of invoices sent by CONSULTANT to Arch within the first ten (10) days of each calendar month following the calendar month for which same are due. Such invoice shall set forth the number of days of Services provided by CONSULTANT for the month and for the Contract Year


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to date through the end of the month. CONSULTANT shall support invoices for out- of-pocket expenses with receipts and other documentation reasonably required by Arch. Payments by Arch shall be made within twenty (20) days after Arch receives CONSULTANT's expense report and any attached invoices related thereto.


SECTION 4. TAXES AND INSURANCE
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4.1 Arch shall not withhold any taxes for CONSULTANT. CONSULTANT shall be responsible for the payment of any taxes which might be owed as the result of the services provided under this Agreement.


4.2 Except for those benefits derived from CONSULTANT's Employee Benefit Plan as a retiree of Arch, CONSULTANT shall be responsible for his own insurance, workers compensation and other benefits.


4.3 Nothing herein shall be construed to limit or diminish any of CONSULTANT's rights, privileges or duties under any employee benefit plan of Arch pursuant to which CONSULTANT may be entitled.


SECTION 5. INDEMNIFICATION
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CONSULTANT agrees to indemnify and defend Arch from all liability and claims of liability to third parties resulting from, or in connection with, the providing of Services by CONSULTANT under the terms of this Agreement.


SECTION 6. INDEPENDENT CONTRACTOR
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It is the intention of the parties that CONSULTANT shal
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